and meeting participating at any level deemed necessary by the COMPANY. (iv) CELEBRITY will be available for conference calls not to exceed five per month and at the discretion of his schedule. (v) The terms of this agreement will remain confidential between CELEBRITY and the COMPANY unless written permission is granted for release by both parties. INDEPENDENT CONTRACTOR CELEBRITY and CELEBRITY Personnel will act as an independent contractor in the performance of its duties under this Agreement. Accordingly, CELEBRITY will be responsible for payment of all federal, state, and local taxes on compensation paid under this Agreement, including income and social security taxes, unemployment insurance, and any other taxes due relative to Distributor's Personnel and any and all business license fees as may be required. This Agreement neither expressly nor impliedly creates a --- relationship of principal and agent, or employee and employer, between Distributor's Personnel and the COMPANY. Neither CELEBRITY nor CELEBRITY Personnel are authorized to enter into any agreements on behalf of the COMPANY. The COMPANY expressly retains the right to approve, in its sole discretion, each Asset Opportunity or Business Opportunity introduced by CELEBRITY, and to make all final decisions with respect to effecting a transaction on any Business Opportunity. 6. TERMINATION The COMPANY and CELEBRITY may terminate this Agreement under the following conditions: (A) By the COMPANY. -------------- (i) If during the Term of this Agreement the CELEBRITY is unable to provide the Services as set forth herein for thirty (30) consecutive business days because of illness, accident, or other incapacity of CELEBRITY Personnel; or, (ii) If CELEBRITY willfully breaches or neglects the duties required to be performed hereunder; or, (B) By CELEBRITY ------------ (i) If the COMPANY fails to make any payments or provide information required hereunder; or, (ii) If the COMPANY ceases business or,