THIS SERVICE AGREEMENT is made the day of 2011

BETWEEN:

(1) THE BYRNE PRACTICE SOLICITORS of 10 South Parade Bawtry South

Yorkshire DN10 6JH (the ‘Practice'); and

(2)
(“the Contractor”).

1 Services

The Practice engages the Contractor to provide, and the Contractor agrees to
provide, the services set out in Annex 1 (“the Services”) on the terms and
conditions set out in this Agreement.

2 Standard of Work

In providing the Services to the Practice, the Contractor:

2.1 shall exercise all reasonable skill, care and diligence and shall apply the highest
professional standards;

2.2 shall do nothing which is likely to bring the Practice into disrepute or which is
materially contrary to the interests of the Practice;

2.3 may apply her own method of work;

2.4 shall correct any errors at the Contractor’s own expense;

2.5 shall maintain CPD and any other requirements of her professional governing body
and supply the Practice with a copy of her up to date practising certificate as
renewed on an annual basis. If for any reason a practising certificate cannot be
obtained by the Contactor or is retracted for any reason whatsoever then the
agreement and respective obligations of the parties shall immediately terminate;

2.6 shall act in accordance with any money laundering regulations in force from time to
time and any related procedures which the Practice follow in relation to the same.

2.7 shall provide her own laptop or PC together with any equipment and materials
required by the Contractor; and

2.8 by agreement with the Practice Representative (as defined in Annex 1) (such
agreement not to be unreasonably withheld or delayed) may assign a substitute
member of the Contractor’s staff or alternative contractor to progress the delivery
of the Services, provided such person is appropriately qualified, experienced and
briefed in the reasonable opinion of the Contractor.

2.9 shall undertake her own promotional and marketing activities. All such activities to
be consistent with the Practices brand as updated from time to time and any
 written or electronic communications are to receive the prior written consent of the
Practice Representative, such consent not to be unreasonably withheld or delayed.

3 Term

This Agreement shall be deemed to commence on [ ] and shall continue

until terminated in accordance with clause 12.

4 Other Work

The Contractor will not be restricted to providing services for the Practice, and
nothing in this Agreement will prevent the Contractor from providing services to
anyone else, provided that such provision of services does not interfere or conflict
with Clause 13 or with the provision of the Services to the Practice pursuant to this
Agreement.

5 Fees and expenses

5.1 The Practice shall pay the Contractor the fee set out in Annex 2 in accordance with
the payment arrangements also set out in Annex 2.

5.2 The Practice shall not be obliged to reimburse any expenses to the Contractor
other than where these are recovered from the Client.

5.3 The Contractor shall be wholly responsible for all income tax and national
insurance and other similar contributions or taxes (together “Taxes”) which may be
payable out of, or as a result of the receipt of, any fees or other monies paid or
payable by the Practice under this Agreement.

5.4 In the event that the Practice is required to pay any Taxes in relation to such fees
or other monies:-

(a) the Practice shall be entitled to withhold an amount equal to such Taxes
from any sums remaining to be paid pursuant to Annex 2 and

(b) to the extent that any such withholding falls short of the total Taxes to be
paid, the Contractor shall indemnify the Practice against any such Taxes
which become payable by the Practice.

6 Intellectual Property

6.1 Any intellectual property rights (including without limitation copyright, patents, and
design rights) conferred under the laws of England and Wales in materials created
by the Contractor in the course of performing the Services, or exclusively for the
purpose of the performing the Services, shall vest in the Practice upon creation.

6.2 Where, in connection with the provision of the Services, the Contractor uses any
materials in which the copyright is owned by the Contractor, the Contractor shall
grant to the Practice a perpetual, non-exclusive, royalty-free licence to use,
maintain and support such materials.
6.3 The Contractor will use all reasonable endeavours to obtain all necessary licences
and permits to use third party materials which he wishes to use or make available
in the course of performing the Services and the Contractor shall use all
reasonable endeavours to procure that any licences for third party materials are
perpetual and contain terms that will allow the Practice on termination of this
Agreement to continue to use, maintain and support such third party materials on a
royalty-free basis.

6.4 The Contractor shall indemnify the Practice in respect of any loss or damage to the
Practice arising from a failure by the Contractor to obtain any requisite licence or
permit in respect of third party material used or made available by the Contractor in
the course of performing the Services.

7 Insurance

The Practice shall maintain adequate professional indemnity and public liability
insurance relating to the provision of Services pursuant to this Agreement.
However if in the reasonable opinion of the Practice the cost of renewing the
professional indemnity insurance (the “Insurance”) in relation to the provision of the
Services is disproportionate to the benefit to be had in supplying the Services to its
clients then the Practice may elect not to renew that element of the insurance and
this Agreement shall terminate on the expiry of the Insurance cover, the Contactor
having receiving prior written notice of this date from the Practice, without any
compensation or damages being due to the Contractor.

8 Confidentiality

Except in so far as such matters are properly in, or come into, the public domain,
the Contractor agrees to keep secret and confidential all matters contained in this
Agreement or relating to the affairs of the Practice or relating to any Client or
business contact of the Practice, and not to disclose any such matters to any
person unless otherwise expressly provided by this Agreement, or unless she is
ordered to do so by a court of competent jurisdiction.

9 Relationship between the parties

9.1 Nothing in this Agreement shall be construed as constituting a partnership between

the parties or as constituting either party as the agent or employee of the other for
any purpose.

9.2 At no time shall the Contractor represent herself or hold herself out as an
employee of the Practice.

9.3 The Contractor is not entitled to the benefit of any employment contract rights
granted to employees of the Practice nor to participate in any of the Practice’s
grievance or disciplinary procedures.

9.4 Save as expressly specified in writing, the Contractor shall not hold herself out as
an agent of the Practice, and shall not have any authority to act on behalf of the
 Practice, to conclude any contracts or incur any obligation or liability on behalf of or
binding upon the Practice, or to sign any document on the Practice’s behalf.

9.5 The Contractor shall ensure that any necessary leave for her to enter or remain in
the United Kingdom to perform the Services is valid and subsisting and is not
subject to any restriction precluding her from performing the Services or any of
them.

10 Practice Obligations

10.1 The Practice shall allow the Contactor access to any professional subscriptions to
which the Practice subscribes from time to time notwithstanding that the Practice
shall be under no obligation to provide any such subscriptions.

10.2 The Practice shall provide the Contractor with use of an office space (the “Office”),
the usual office furniture, access to computerized file management systems, and
utilities provided that the Practice shall incur no liability for any interruption to the
same. The Office may be any space within 10 South Parade, Bawtry as the
Practice directs from time to time or any other location.

10.3 The Practice shall supply back office support during the usual business hours of
the Practice in the form of accounts, audit and management information support.
This support will be provided by the Practices office manager and may be
interrupted without liability in the event of illness and holiday absence.

10.4 The Practice shall allow the Contractor use of its branding and marketing materials
for the duration of this Agreement.

11 Assignment of interest

The Contractor may not sub-contract, assign, transfer, mortgage or part with this
Agreement or any of its rights, duties or obligations under this Agreement without
prior written consent from the Practice, such consent not to be unreasonably
withheld or delayed.

12 Termination

12.1 The Practice shall be entitled to terminate this Agreement with immediate effect
and without any compensation or damages due to the Contractor, but without
prejudice to any other rights or remedies the Practice may have, if the Contractor:

12.1.1 commits a serious breach of the terms of this Agreement which the
Contractor fails to remedy within 14 days of receipt of written notice from
the Practice specifying the breach and requesting specific remedy;

12.1.2 persistently neglects, fails or refuses for whatever reason to perform to

the satisfaction of the Practice the Services which are to be provided
under this Agreement;
 12.1.3 becomes unfit to perform the Services under this Agreement or
incapable of performing them adequately for a consecutive period of six
weeks; or

12.1.4 has a receiving order made against her, or makes any arrangement with
her creditors.

12.2 The Contractor shall be entitled to terminate this Agreement with immediate effect
and without any compensation or damages due to the Practice, but without
prejudice to any other rights or remedies the Contractor may have, if the Practice
commits a serious breach of the terms of this Agreement which the Practice fails to
remedy within 14 days of receipt of written notice from the Contractor specifying
the breach and requesting specific remedy.

12.3 Either party may terminate this Agreement by giving the other at least 3 months
prior written notice without establishing any breach of contract. In either event, the
Practice shall pay the Contractor the usual fees in relation to completed matters
arising before the expiry of the notice in accordance with Annex 2 but the Practice
shall not be liable for any other loss or expense suffered by the Contractor.

12.4 In the event of the termination of this Agreement under Clause 12.1 or 12.2 the
Practice shall only be liable to the Contractor in respect of fees in accordance with
the terms of this Agreement up to the date of termination.

12.5 The obligations of the parties under Clauses 8, 9 and 13 shall survive the expiry or
termination of this Agreement (for whatever reason).

13 Protection of the Practice's interests

For the purposes of this clause 13 'Restricted Period' means the period from
termination of this Agreement until the date which is twelve months after its
termination (however occasioned);

13.1 The Contractor must not, at any time during the Restricted Period supply, or solicit
any person with a view to supplying, services that are the same as, or similar to,
and in competition with, the Services, to any client or customer of the Practice,
excluding clients or customers introduced to the Practice by the Contractor.

13.2 The Contractor must not at any time during the Restricted Period cause,
encourage or assist any consultant, director, employee or worker of the Practice to
leave its service or to do anything which if done by the Contractor would be a
breach of this Agreement.

13.3 The Contractor must not at any time after the termination of this Agreement
represent herself as being interested in or employed or engaged by or in any way
connected with the Practice.

13.4 The above restrictions will apply only in respect of the clients, consultants,
customers, employees, directors and workers in respect of which the Contractor
has during the last year of her consultancy been materially responsible or involved.
13.5 Each of the restrictions in this clause are separate restrictions for the separate
benefit of the Practice and are severable one from another.

13.6 The restrictions in this clause will apply and remain in force unless the Contractor
establishes that this Agreement terminated as a result of a breach by the Practice
of the terms of this Agreement.

13.7 The Practice has the right at any time during or after the termination of this
Agreement by written notice to reduce (to nil, if appropriate) the scope or extent of
any of the restrictions contained in this clause.

14 General

14.1 Either party may release or compromise the liability of the other under this
Agreement or any agreement mentioned in it or grant to the other time or other
indulgence without affecting the other's liability.

14.2 This Agreement embodies the entire and only agreement and understanding of the
parties in respect of the matters contained or referred to in it and there are no
promises, terms, conditions or obligations, oral or written, express or implied other
than those contained in this Agreement. The Contractor agrees that she has not
been induced to enter into this Agreement in reliance upon any agreement,
assurance, expression of opinion, promise, representation, understanding or
warranty of any nature whatsoever other than as are expressly set out in this
Agreement and, to the extent that the Contractor has been so induced, she
unconditionally and irrevocably waives any and all claims, remedies and rights
which she might otherwise have in that regard. Nothing in this clause operates to
limit or exclude liability for fraud or fraudulent misrepresentation.

14.3 No variation or amendment of this Agreement or oral promise or commitment

related to it will be valid unless in writing and signed by or on behalf of both parties.

14.4 This Agreement is in substitution for all previous contracts express or implied
between the Practice and the Contractor which are terminated by mutual consent
from the date hereof.

14.5 The validity, construction and performance of this Agreement and any claim,
dispute or matter arising under or in connection with it or its enforceability is
governed by and will be construed in accordance with the law of England. Each
party irrevocably submits to the exclusive jurisdiction of the English courts over any
claim, dispute or matter arising under or in connection with this Agreement or its
enforceability or the legal relationships established by it.

14.6 A person who is not a party to this Agreement has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this
does not affect any right or remedy of a third party which exists or is available apart
from that Act.
15 Notices

15.1 Any notice given under this Agreement must be in writing and may be served:

15.1.1 personally;

15.1.2 by registered or recorded delivery mail;

15.1.3 by facsimile transmission (confirmed by post); or

15.1.4 by any other means which any party specifies by notice to the other.

15.2 Each party's address for the service of notices will be the address set out above or
such other address as is specified for this purpose by notice to the other.

15.3 A notice is deemed to have been served:

15.3.1 if it was served in person, at the time of service;

15.3.2 if it was served by post, 48 hours after it was posted;

15.3.3 if it was served by facsimile transmission, at the time of transmission;

15.3.4 if served by email, at the time the delivery receipt shows that it was
delivered.

16 Interpretation

16.1 References to any party to this Agreement shall where the context permits include
its successors in title.

16.2 In this Agreement:

16.2.1 words expressed in any gender where the context so requires or

permits include any other gender;

16.2.2 words expressed in the singular where the context so requires or

permits include the plural; and

16.2.3 where any party is more than one person:

16.2.4 that party's obligations in this Agreement take effect as joint and
several obligations;

16.2.5 anything in this Agreement which applies to that party applies to all of
those persons collectively and each of them separately; and

16.2.6 the benefits contained in this Agreement in favour of that party take
effect as if conferred in favour of all of those persons collectively and
each of them separately.
 16.3 References in this Agreement to anything which any party is required to do or not
to do include its acts, defaults and omissions, whether:

16.3.1 direct or indirect;

16.3.2 on its own account; or

16.3.3 for or through any other person; and

16.3.4 permitted or suffered to be done or not done by any other person.

16.4 The effect of all obligations affecting the Contractor under this Agreement is
cumulative and no obligation is limited or modified by any other of those obligations
unless there is in this Agreement an express limitation or modification.

AGREED by the Parties through their authorised

signatories:

For and on behalf of the Practice

………………………………………….
By the Contractor

………………………………………….
 ANNEX 1

“The Services”

Practice Representative

The Practice Representative shall be Richard Byrne or alternative representative as

nominated by the Practice and communicated to the Contractor in writing

Tasks, Timescales and Delivery Arrangements

The Contractor shall supply conveyancing, wills and probate services to new and existing
clients (“Clients”) of the Practice. The Contractor shall decide which instructions are
accepted or declined but shall only accept instructions which she has the capacity and
requisite skill and knowledge to deal with in a professional and timely manner.

All work shall be carried out expediently and in full accordance with the Clients
instructions subject to any relevant regulatory requirements.

The Contractor may dictate the hours which she works provided that appropriate levels of
communication are maintained with the Clients.

The Contractor shall not be required to supply the Services from any fixed location
provided that this does not interfere with the provision of the Services and terms of this
Agreement.
 ANNEX 2

Fees

A The Practice shall retain 80%, after the deduction of VAT and disbursements, of
final paid Client invoices (“Invoices”) in relation to matters commenced prior to the
date hereof, irrespective of the completion date of such matters. The Practice shall
pay the remaining 20% to the Contractor.

B The Practice shall retain 60%, after the deduction of VAT and disbursements, of
Invoices in relation to existing Clients or introducers of the Practice arising after the
date of this Agreement. The Practice shall pay the remaining 40% to the
Contractor.

C The Practice shall retain 40%, after the deduction of VAT and disbursements, of
Invoices not falling under sections A or B above. The Practice shall pay the
remaining 60% to the Contractor.

All percentages above are based on the paid profit costs and not the figures stipulated in
any subsequently reduced accounts.

Any expenses incurred by either party and subsequently recovered from the Client shall
be paid to the respective party in full.

The monies detailed above to be paid to the Contactor shall be paid by the Practice within
28 days of the Practice receiving cleared funds from the Clients.