CONSULTANT AGREEMENT

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This Agreement is effective as of January 1, 2004 and is by and between

__________________ ("Company"), ________________________________ (address)

and ("Consultant") of .

1. Services. Consultant will render services and advice to Company on the

Projects (“Projects”) on Attachment A, which may be modified from time to time as agreed

upon by the parties. Consultant has the right to refuse to accept any new Projects

proposed by Company. Consultant is experienced in providing the type of services

necessary for these Projects and has exclusive authority to determine the methods by

which the Projects are completed. Consultant shall be free to work at such locations and

times as he chooses, but shall be required to meet the deadlines set by the Company

Contact Person,____________ (name).

2. Term. The term of this agreement is one year from the effective date. The

parties may agree to renew this Agreement on a month--by-month basis for up to twelve

additional months.

3. Payment. In return for the services to be performed hereunder by Consultant,

Company will pay Consultant a fee computed at the rate of --------------------- dollars

($XXX.00) per hour up to a maximum rate of -------------------- dollars ($XXX.00) per day

for each day of actual work by Consultant during the term of this Agreement. The

parties recognize that an actual day of work by Consultant may exceed eight hours.

Consultant shall submit detailed invoices to the Company Contact Person for approval

on a monthly basis. Payment will be rendered by Company on the 1st day of the 2nd

month following the date of the invoice.

4. Other Reimbursements. Such payments shall be Consultant’s sole

compensation for services rendered hereunder, and shall cover all expenses which

Consultant may incur in connection with rendering such services, except that if Consultant

is requested by Company to travel outside the Chicago area, Company will reimburse

Consultant for any necessary reasonable travel expenses, including food and lodging,

promptly after Consultant submits to Company appropriate proof of the expense and

payment by Consultant of such expense.

Company will reimburse Consultant for other expenses incurred by Consultant in

connection with the performance of the Services only if such expenses have been

approved in advance in writing by Company, and all necessary documentation to

establish and detail the amounts of and purpose for such expenditures must be included

with Consultant’s invoice(s).

5. Termination. Either party may terminate this Agreement in writing at any time

for any reason or for no reason. After such termination Company shall be obligated to pay

any fees owed for services actually rendered under this Agreement.

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6. Independent Contractor Status. Consultant will be an independent contractor,

although Consultant agrees that for the purposes of the U.S. Copyright law, any

Developments (as defined herein) made hereunder are works made for hire. Consultant’s

work under this Agreement shall not entitle him to either participate in or receive any

benefits under any benefit plan of Company, even if in the future the worker is reclassified

from independent contractor to employee status. However, this provision will not affect any

benefits to which Consultant is already entitled by virtue of his previous employment by

Company. Consultant will be solely responsible for payment of all income taxes, self-

employment taxes and any other taxes on payments to Consultant under this Agreement,

and Consultant will indemnify Company from any liability relating to such taxes.

7. Confidentiality. During the term of this Agreement and for a ten-year period

immediately following the termination of the Agreement, Consultant shall not disclose to or

use for the benefit of anyone other than Company any information regarding the existence,

subject matter or work to be done under this Agreement, the results obtained hereunder, or

the properties, operations, activities, plans or opportunities of Company, its affiliates,

suppliers or customers, as to which Consultant becomes informed in the course of

rendering services hereunder and which: a) is not generally known to the public, b) was not

previously known to Consultant, except through his previous employment with Rexam, or c)

was not disclosed to Consultant by a third party not under a direct or indirect Company of

confidence to Company.

8. Advertising. Consultant will not, without the prior written approval of

Company, publish or use any advertising or promotion piece that mentions Company or

infers a relationship between Consultant and Company.

9. No Conflicts. Consultant will not directly or indirectly disclose to Company, or

induce Company to use, any secret or confidential information, ideas or material belonging

to another. Consultant represents and warrants that he is not under any obligation to

anyone else which Company might consider to be a conflict of interest with this Agreement

or which imposes any restrictions on his rendering service hereunder, and that no such

obligations will arise during the term of this Agreement.

10. Consultant Information. Company will have no obligation to maintain in

confidence, and may use without restriction for its own or others benefit, all information,

ideas and materials it acquires from Consultant during the performance of services under

this Agreement.

11. Consultant Does Not Bind Rexam. Consultant is not authorized (1) to speak

for, represent or bind Company in any dealings with any third party, (2) to accept oral or

written disclosures that would create an obligation of confidentiality for Company.

12. Inventions. All written materials, software code and other works which may

be subject to copyright or other intellectual property protection and all patentable and

unpatentable inventions, discoveries, and ideas which are made, conceived or written by

Consultant during the term of this Agreement, and for 90 days thereafter and which are

based upon the services performed by Consultant under this Agreement ("Developments")

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shall be COMPANY property. Consultant agrees to hold all Developments confidential in

accordance with the terms hereunder.

13. Assignment of Developments. Consultant will promptly disclose to Company

in writing all such Developments described in paragraph 12. Consultant hereby assigns to

Company all of Consultant’s right, title and interest in such Developments. Additionally,

Consultant agrees, at Company’s expense, to review and to execute all documents that

Company shall believe advisable to prosecute applications in any and all countries and to

vest title in such Developments in Company. Consultant’s obligations under this paragraph

will extend beyond the termination date of this Agreement and shall be binding upon

Consultant’s assigns, executors, administrators and other legal representatives.

14. Consultant Assignment of Rights. Consultant shall not assign any of his

rights, including the right to receive payment, under this Agreement to any third party

without the written consent of Company.

15. Consultant Non Compete. Consultant shall not consult with any third parties

on the Projects that are the subject of this Agreement for a period of one year from the

termination of this Agreement.

16. Indemnity. Consultant agrees to indemnify and hold harmless Company,

its employees and agents from and against all liens, causes of action, claims, liabilities,

suites, judgments, losses, costs and/or expenses, including reasonably attorney's fees

for the defense against any such claim or suit, arising from or in any way connected

with, directly or indirectly, the performance of or failure to perform the terms of this

Agreement, or from any act or negligence of Consultant, its agents, subcontractors,

employees or invitees.

17. Related Services. Consultant agrees that if requested by Company, it will

testify at depositions, trial, or other proceeding on any matters relating to its services

hereunder. Consultant will be prepared by and represented by an attorney of

Company’s choosing and at Company’s expense and Consultant will be paid the daily /

hourly rate hereunder for such services.

18. Amendments. Any modification of this Agreement must be in writing signed

by both Consultant and Company. This Agreement shall be governed by the substantive

laws of the State of Illinois.

19. Survival. The following paragraphs shall survive the termination or expiration

of this Agreement: 6, 7, 8, 11, 12, 13, 15, 17 and 19.

COMPANY CONSULTANT

Signature: ________________________ Signature: __________________________

Print Name: _______________________ Print Name: ________________________

Date: ____________________________ Date: _____________________________

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Attachment A

Projects