PARTIES: This Master Services Agreement ("Agreement") is entered into as of the Effective Date by and between Vantage Technologies, Inc., a Delaware corporation ("Client"), and Meridian Legal Consulting LLC, a New York limited liability company ("Service Provider").

1. DEFINITIONS

1.1 "Services" means the legal consulting, contract review, and advisory services described in each Statement of Work ("SOW") executed by the parties.

1.2 "Deliverables" means all work product, documents, analyses, and other materials created by Service Provider in connection with the Services.

2. SERVICES AND STATEMENTS OF WORK

2.1 Service Provider shall perform the Services as described in each SOW. Each SOW shall be incorporated into this Agreement by reference.

2.2 Service Provider shall perform the Services in a professional manner consistent with industry standards and in compliance with all applicable laws and regulations.

3. FEES AND PAYMENT

3.1 Client shall pay Service Provider the fees set forth in each SOW within thirty (30) days of invoice receipt.

3.2 Late payments shall accrue interest at the rate of 1.5% per month.

4. CONFIDENTIALITY

4.1 Each party agrees to keep confidential all Proprietary Information received from the other party and to use such information solely for purposes of this Agreement.

4.2 The obligations of confidentiality shall survive termination of this Agreement for a period of five (5) years.