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THIS CONSULTING AGREEMENT (the " Agreement ") is entered into effective as of October 18, 2001 (the "Effective
Date") by and between FIBERSTARS, INC . (the " Company ") and JOHN B. STUPPIN (" Consultant ").
1. Consulting Relationship. During the term of this Agreement, Consultant will provide consulting services (the "
Services ") to the Company as described on Exhibit A attached to this Agreement, as needed and as requested by the
Company. Consultant will use Consultant's best efforts to perform the Services in a manner satisfactory to the Company.
2. Fees. As consideration for entering into this Agreement and for the Services provided by Consultant hereunder, the
Company will pay to Consultant the consideration specified in Exhibit B attached to this Agreement.
3. Support. As additional consideration for the Services provided by Consultant, the Company will provide Consultant
with such support facilities and space as may in the Company's judgment be required to enable Consultant to perform the
4. Expenses. Except as specified in Exhibit C attached to this Agreement, Consultant is not authorized to incur on
behalf of the Company any expenses without the prior written consent of the President of the Company. As a condition to
receipt of reimbursement for permitted expenses, Consultant will be required to submit to the Company reasonable evidence that
the amount involved was expended and related to the Services provided under this Agreement.
5. Term and Termination. Consultant will serve as a consultant to the Company for a period commencing on the
Effective Date, and continuing until this Agreement is terminated by either party upon ten days' written notice to the other
6. Independent Contractor. Consultant's relationship with the Comp