This Consulting Agreement is made and entered into as of 12/31/97, between John R. Moore ("Consultant) and
Midas International Corporation, a Delaware corporation (the "Company").
WHEREAS, the Company is engaged in the business of franchising and manufacturing after market car products
WHEREAS, the Company desires to have available the services of the Consultant to assist the Company in
developing and advancing the businesses from time to time carried on by the Company;
WHEREAS, the Company desires to obtain assurance that the Consultant will remain available to the Company
as a consultant; and
WHEREAS, the Consultant desires to provide consulting services to the Company on the terms set forth herein;
NOW, THEREFORE, the Consultant and the Company, in consideration of the agreements, covenants and
conditions contained herein, hereby agree as follows:
1. Engagement for Consulting Services.
(a) For the term of this Agreement (as hereinafter defined), the Company agrees to engage the Consultant;
(i) to assist the Company in developing and advancing the business engaged in by the Company;
(ii) to assist the Company in matters related to franchisee relations.
(iii) in such other capacities as may be agreed to by the parties hereto.
(b) The Consultant agrees to make himself available to the Company for such purposes for the term of this
(c) The Consultant's status under this Agreement shall be that of an independent contractor. This Agreement shall
not affect benefits to which Consultant is otherwise entitled as a retired employee of the Company.
(d) It is expressly understood by the parties that the consulting services contemplated hereby will be on a part-
time basis and that the Consultant shall not be expected to perform full-time services for the Company; provided,
however, the Consultant agrees to make himself available for an average of 15 days of consulting services each
calendar month for the first six months o