CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (the "AGREEMENT") entered into this 14th day of June,
2001, (hereinafter the "EFFECTIVE DATE"), by and between CELERITY SYSTEMS, INC., a Delaware
corporation (the "COMPANY"), and YORKVILLE ADVISORS, LLC, a Delaware limited liability company,
with its principal office at 521 Fifth Avenue, 17th Floor, New York, NY 10175 (the "CONSULTANT").
Company desires to retain the services of Consultant as an independent contractor to provide certain consulting
and advisory services designated below, and Consultant desires to accept such engagement by Company,
pursuant to the terms and conditions of this Agreement.
In consideration of the representations, warranties, mutual covenants and agreements set forth herein, the parties
agree as follows:
1. SCOPE OF SERVICES
a. DUTIES AND PERFORMANCE. From time to time during the term of this Agreement, Consultant shall
provide such advisory services relating to the Company's financial status and capital structure (the "SERVICES")
to Company as Consultant and Company shall agree. In connection with the Services, Consultant may develop
and communicate to Company certain business opportunities with entities known to Consultant; the Services may
include various types of arrangements, including direct investment into Company.
b. INDEPENDENT CONTRACTOR STATUS. The parties agree that Consultant is an independent contractor
performing Services hereunder and not an employee of Company. Consultant may use contractors or other third
parties of Consultant's choice to assist Consultant in rendering such Services. Unless otherwise agreed by
Company in writing, Consultant shall be responsible for payment of all compensation or expenses payable or
reimbursable to such third parties. Nothing herein or in the performance hereof shall imply either a joint venture or
principal and agent relationship between the parties, nor shall either such relationship be deemed to have arisen
under this Agreeme