Short-Term Independent Contractor Agreement

This Agreement Short-Term Independent Contractor Agreement is made by and between Victory Marketing Agency, and Racheal Hawthorne and effective as of 1/10/2013. WHEREAS, Victory Marketing Agency desires to engage Independent Contractor and Independent Contractor desires to be engaged as an employee of Victory Marketing Agency to provide certain services to Victory Marketing Agency as set forth more fully herein. NOW, THEREFORE, Victory Marketing Agency and Independent Contractor hereby agree as follows:

1.Services. During the Term (as defined below) of this Agreement, Independent Contractor agrees to provide to Victory Marketing Agency any and all services that Victory Marketing Agency reasonably requests from time to time to meet the needs of Victory Marketing Agency and/or one or more of Victory Marketing Agencys clients (collectively, the Services). In providing Services, Independent Contractor agrees as follows:

a. Independent Contractor agrees to use his or her best efforts to sell and promote Victory Marketing Agencys business and abide by Victory Marketing Agencys policies as they are communicated to Employee. b. Independent Contractor agrees to devote such time as is reasonably necessary to perform the Services. Independent Contractor must provide Victory Marketing Agency a minimum of 48-hour notice, via telephone (239-332-7392), in the event of a cancellation, or Independent Contractor will forfeit any and all sums accrued during said event. c. During the term of this Agreement, Independent Contractor agrees not to provide or sell any services or products to customers that are competitive with Victory Marketing Agencys services or products, or work for another employer concurrently, without obtaining Victory Marketing Agency/s prior written consent. 2. Term. The term of this Agreement shall commence upon the Effective Date and shall continue until December 31, 2011 unless extended or terminated earlier by mutual Agreement of the parties or terminated in accordance with Section 11 of this Agreement (the "Term"). 3. Compensation. As compensation for Services performed under this Agreement, Victory Marketing Agency shall pay Independent Contractor the pre-agreed upon rate. All payments to Independent Contractor shall be issued within 30 to 60 days after the completion of work performed by Independent Contractor as long as Independent Contractor has completed all necessary documentation and returned said documentation to Victory Marketing Agency. 4. Expenses. Subject to Victory Marketing Agencys Expense Policy, during the Term of this Agreement, the Independent Contractor shall bill and Victory Marketing Agency shall reimburse Independent Contractor for all reasonable and pre-approved out-of-pocket expenses, which are incurred in connection with the performance of Services hereunder. All expenses shall be recorded by Independent Contractor on provided expense form and sent into Victory Marketing Agency within 48 hours of incurring such expenses. Any expense forms received after 48 hours are considered to be the responsibility of the Independent Contractor.

5. Relationship of Parties. Independent Contractor shall not be entitled to any employee benefit plans or programs applicable to the employees of Victory Marketing Agency. Independent Contractor does not have authority or power to contract or bind Victory Marketing Agency in any manner without prior written approval of Victory Marketing Agency. Independent Contractor agrees not to file any unemployment or workers compensation claims against Victory Marketing Agency.

6. Indemnification. Independent Contractor agrees to release, indemnify and hold harmless Victory Marketing Agency for any claims, costs, losses, damages, including attorneys fees, arising out of (1) any personal injury sustained by the Independent Contractor (or its employees, agents, and representatives, if any) related to the Services rendered hereunder, and (2) any injury or damages sustained by Victory Marketing Agency and/or Victory Marketing Agencys clients arising from the actions or omissions of the Independent Contractor (or its employees, agents, and representatives, if any). 7. Confidentiality. The parties agree that all information provided by Victory Marketing Agency to Independent Contractor is proprietary to Victory Marketing Agency and as confidential information, shall not be released without the prior consent of Victory Marketing Agency. Independent Contractor agrees to hold such confidential information in confidence and use such information only for the purpose of performing Services hereunder, reproduce such information only to the extent necessary for such purpose, restrict disclosure of such information to its employees, agents and representatives, if any, with a need to know (and advise such employees, agents and representatives of the obligations assumed herein), and not disclose such confidential information to any third party without the prior written consent of Victory Marketing Agency, unless required by law or unless such information has become generally available to the public other than as a result of any wrongful disclosure by Independent Contractor. All such confidential information shall remain the property of Victory Marketing Agency. Independent Contractor shall promptly return such information to Victory Marketing Agency if requested.

8. Inventions. Independent Contractor recognizes and acknowledges that during the Term of this Agreement, Independent Contractor may either individually or jointly with others, and either on behalf of Victory Marketing Agency or on Independent Contractors own volition, discover, conceive, make, perfect, or develop inventions, improvements, discoveries, models, designs, images, logos, customer lists or other databases, marketing plans or methods, prototypes, trade secrets, computer programs, ideas, techniques and know-how that are related to or in furtherance of the business or activities of Victory Marketing Agency (hereinafter collectively referred to as Inventions). Independent Contractor recognizes and agrees that any and all Inventions developed by Independent Contractor pursuant to this Agreement shall be deemed to be a work made for hire to the extent allowed by law. Independent Contractor further recognizes and agrees that any and all Inventions, including all intellectual property rights, that Independent Contractor might have therein (the Intellectual Property Rights), are the sole and exclusive property of Victory Marketing Agency. Independent Contractor hereby assigns to Victory Marketing Agency all of Independent Contractors rights, title and interest in and to any and all Inventions and related Intellectual Property Rights. Independent Contractors obligations under this Section 8 apply without regard to whether the Invention or an idea for an Invention, or the design, discovery, conception, production, perfection, development or improvement of an Invention, or the solution to a problem occurs to Independent Contractor on the job, at home, or elsewhere. At Victory Marketing Agencys request, from time to time, Independent Contractor shall promptly sign and deliver all documents necessary to vest in Victory Marketing Agency all of Independent Contractors right, title and interest documents necessary to vest in Victory Marketing Agency all of Independent Contractors right, title and interest in and to such Inventions.

9. Conflicts of Interest; Non-Hire Provision. Independent Contractor represents that he or she is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the Independent Contractor and any third party. Further, Independent Contractor, in rendering his or her duties shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which he or she does not have a proprietary interest. During the Term of this Agreement, the Independent Contractor shall devote as much of his or her productive time, energy, and abilities to the performance of his or her duties hereunder as is necessary to perform the Services in a timely and productive manner. For a period of six (6) months after the expiration of the Term of this Agreement, Independent Contractor shall not, directly or indirectly (a) hire, solicit, or encourage to leave Victory Marketing Agencys employment, any employee, consultant, or Independent Contractor of Victory Marketing Agency or (b) hire any such employee, consultant, or Independent Contractor who has left Victory Marketing Agencys employment or contractual engagement within one (1) year of such employment or engagement. 10. Right to Injunction. The parties hereto acknowledge that the Services to be rendered by the Independent Contractor under this Agreement and the rights and privileges granted to Victory Marketing Agency under the Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by the Independent Contractor of any of the provisions of this Agreement will cause Victory Marketing Agency irreparable injury and damage. The Independent Contractor expressly agrees that Victory Marketing Agency shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by the Independent Contractor. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that Victory Marketing Agency may have for damages or otherwise. The various rights and remedies of Victory Marketing Agency under this Agreement or otherwise shall be construed to be cumulative, and not one of them shall be exclusive of any other or of any right or remedy allowed by law.

11. Consequences of Termination. Victory Marketing Agency may terminate this Agreement at any time by providing five (5) working days written notice to the Independent Contractor. In addition, if the Independent Contractor is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directive of Victory Marketing Agency, is guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this Agreement, Victory Marketing Agency may terminate this Agreement immediately and without prior written notice to the Independent Contractor. Upon termination, all brochures, samples, price lists, and other documentation and/or products issued by Victory Marketing Agency and in the possession of the Independent Contractor shall be promptly returned to Victory Marketing Agency. All other records pertaining to prices, quotations, specifications, and customers shall be treated as if they were Victory Marketing Agencys confidential property. 12. Equipment and Materials. Independent Contractor agrees to hold all responsibility for materials used directly in relation to the promotion. Any materials that are damaged due to negligence or misuse must be repaired or replaced by Independent Contractor within a reasonable time frame determined by Victory Marketing Agency. Should the Independent Contractor damage or fail to return any materials willfully or without just cause Independent Contractor shall forfeit all rights to payment. 13. Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of Florida. 14. Arbitration. Any controversies arising out of the terms of this Agreement or its interpretation shall be settled in the State of Florida in accordance with the rules of the American Arbitration Association, and the judgment upon award may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to reasonable attorneys fees, costs, and necessary disbursements in addition to any other relief to which that party may be entitled. 15. Notices. Any notices to be given hereunder by either party to the other may be effected either by personal delivery or by mail, registered or certified, postage pre-paid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing at the end of this Agreement, but each party may change that address by written notice in accordance with this paragraph. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of three (3) days after the date of mailing. 16. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

17. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

18. Binding Effect. The provisions of this Agreement shall be binding upon, and inure to the benefit of, each of the parties and their respective personal representatives, heirs, successors and assigns.

19. Entire Agreement. This Agreement contains the entire understanding of the parties and supersedes all previous verbal and written agreements. There are no other agreements, representations, or warranties not set forth herein. IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree that facsimile signatures shall be as effective as originals.