Preview | Consulting Agreement |

This Consulting Agreement (?Agreement?) is made and entered into this _3rd__ day of __February_______ (?Effective Date?), by and between Fiberstars, Inc., a _California __ corporation having a place of business at 32000 Aurora Rd., Solon, OH 44139 (?Company?), and David N. Ruckert, having a place of business at 11 Sixpence Way, Coronado, CA 92118 ("Consultant"). The parties hereby agree as follows:

1.	Term of Agreement. This Agreement will become effective on January 1, 2006 and will continue in effect for 15 (fifteen) months or until terminated as provided in Section 13.

Services To Be Performed by Consultant. Consultant agrees to perform the services as set forth in the Statement of Work (?SOW?), which is attached to this Agreement (the "Project"). Consultant and Company agree that additional services may be performed under this Agreement and that any such additional services will be set forth on additional SOWs and attached as Exhibit A-1, Exhibit A-2, etc. to this Agreement as mutually agreed upon by the parties. Consultant shall perform all services in a professional and timely manner.

Fees; Expenses. Company will compensate Consultant according to the fee schedule set forth the applicable SOW, attached hereto in accordance with Section 2 above, for services satisfactorily performed by Consultant under this Agreement. Consultant will be solely responsible for any expenses it incurs in connection with the Project including without limitation travel and telephone charges. Unless otherwise agreed in writing, Company will not reimburse Consultant for any expenses. The fee(s) payable under this Agreement shall not be construed to include local, state or federal sales, use, excise, personal property or other similar taxes or duties, and any such taxes shall be assumed and paid for by Consultant.

Consultant's Tax Obligations. To the extent required by law, Consultant shall be solely responsible for and shall make proper and timely payment of any withholding or other taxes, such as the Consultant's estimated state and federal income taxes, and Consultant hereby agrees to indemnify Company against any claims, liabilities or expenses Company incurs as a result of Consultant's breach of its obligations under this Section 4.

Independent Consultant Relationship. Consultant and Company agree that no employment relationship is created by this Agreement. Company is interested only in the results to be achieved. Consultant is an independent contractor and no employee of Consultant will be considered an agent or common law employee of Company for any purpose.

Consultant?s Insurance Obligations. Consultant is solely responsible for securing and maintaining workers? compensation insurance, if legally required, for Consultant and Consultant?s employees. Upon Company?s request, Consultant will provide Company with proof of Consultant?s workers? compensation coverage. During the term of this Agreement, Consultant will maintain comprehensive general liability, automotive liability and property damage insurance coverage and other appropriate coverage, insuring against all liability of Consultant and Consultant?s employees, agents or subcontractors arising out of, or in connection with, Consultant?s performance of services under this Agreement. Consultant hereby agrees to indemnify Company against any claims, liabilities or expenses Company incurs as a result of Consultant?s breach of its obligations under this Section 6.