THIS AGREEMENT (the "Agreement") dated as of September 6, 2001 (the "Effective Date"), by and between
CELERITY SYSTEMS, INC., hereinafter referred to as "Celerity" or the "Company," and INTERNET
FINANCE INTERNATIONAL CORPORATION, hereinafter referred to as "Advisor."
The Company desires to engage Advisor to provide strategic planning, advisory and business consulting services
to it, and Advisor desires to provide strategic planning, advisory and business consulting services to the company.
It being understood that the services provided to the Company shall be from Internet Finance International or its
Accordingly, in consideration of the mutual promises and covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as
SECTION 1. TERM OF AGREEMENT. Commencing on the Effective Date, Advisor shall be retained by the
Company for a period of one (1) year from the date hereof. This Agreement shall be renewable upon mutual
agreement of the parties for additional six (6) month periods. The initial one (1) year period and any extensions or
renewals thereof shall constitute the "Consulting Term."
SECTION 2. POSITION AND RESPONSIBILITIES. Advisor shall serve as a Business Advisor to the
Company and render such advice and services to the Company as may be reasonably requested by the
Company including, without limitation, Investor relations, equity and/or debt financings, advising the Company
with respect to the direction of the Company's marketing plan, strategic planning, merger and acquisition
possibilities and business development activities. During the Consulting Term, Advisor shall report directly to the
Chief Executive Officer or such other senior officer of the Company as shall be designated by the Chief Executive
Officer of the Company. Subject to the terms and conditions set forth herein, Advisor agrees to undertake on a