AGREEMENT, made this_______________day of____________, 20_____between ________________________________________________(referred to as Perspective Member), residing at _____________________________________________________________________ and Woody Coleman Presents Inc., 490 Rockside Road, Cleveland, Ohio 44131

WHEREAS, PortSort.com is an unincorporated division of Woody Coleman Presents Inc., a corporation organized under the laws of the State of Ohio (the "corporation"); and
WHEREAS, the Prospective Member is an established artist of proven talents; and
WHEREAS, the Prospective Member wishes to have PortSort.com represent him or her in marketing certain rights enumerated herein; and
WHEREAS, PortSort.com is capable of marketing the artwork produced by the Prospective Member; and
WHEREAS, PortSort.com wishes to represent the Prospective Member;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable consideration, the parties hereto agree as follows:

1. PURPOSE
PortSort.com is an organization that shall professionally handle the business affairs of the creative talent it represents; whose members shall have the power and authority to control the collection and allocation of funds generated from commissions earned by the Members. PortSort.com shall endeavor to empower its Members by giving them voting rights as provided herein, to enable the Members to control management, to effect changes, to modify and improve policies and to determine the membership of PortSort.com, all with the goal of creating a database of the highest quality creative talent available for display on the Internet, a database that can truly be used as a quality resource tool by art buyers. The purpose is to perpetuate a Member organization that all may trust to be equitable, just and effective.

2. ELIGIBILITY
Prospective Members are required to submit one or more professionally marketable portfolios containing a minimum of 12 sample images of their work in order to qualify for Prospective Membership in PortSort.com. Portfolios must be "subject specific" within a selected specialty and style to be eligible for free display on PortSort.com. Prospective Members may submit their work by mail or Internet display; or they may be sent an invitation letter after having been chosen by PortSort.com personnel. Such an invitation letter, with scan instructions, shall constitute the authority to develop 12 image scans and a 4in.X 5in. portfolio for submission to PortSort.com. Prospective Member illustrators will initially remain on the database for a one year probationary period.

3. PROSPECTIVE MEMBERS/VOTING RIGHTS
A Prospective Member shall receive voting rights after one year's participation and display on PortSort.com, and thereafter deemed a full "Member" with voting rights. Any time after the one year probationary period, the Selection Committee may make a decision as to whether the Member talent will remain on the database. The Selection Committee may remove a Prospective Member or Member at any time for any reason, in its absolute discretion, including, but not limited to poor professional performance, dishonesty, copyright or trademark violations, or failing to inform PortSort.com of any assignments or projects received by a client that was brought to them through the efforts of PortSort.com and it's Internet database of illustrators portfolios.

4. METHOD OF GOVERNANCE
A. Code of Regulations
The Corporation has adopted a Code of Regulations, the terms of which are incorporated herein by reference thereto. In the event of a conflict between this Agreement and the Code of Regulations, the terms of the Code of Regulations shall be controlling. The Code of Regulations will not be changed without the consent of a majority of the Members present and voting at a meeting at which an amendment or restatement of the Code of Regulations is to be considered. The Code of Regulations of the Corporation is available by e-mail request to woody@portsort.com

B. Voting
All votes shall be cast on the Internet within an online forum. Online meetings of the Members may be called at any time, but not more frequently than monthly, by consent of 10% of the then total number of the Members. Elections may also be called by the Chairman of the Board of Directors of the Corporation, the President of the Corporation, the Chief Executive Officer of PortSort.com or the Executive Committee at any time, for any election, procedures or rule changes. Ten (10) days notice of a meeting of the Members shall be provided by e-mail address of the members. Notification shall include the text of the proposals that are to be voted upon. Each member shall be entitled to cast one (1) vote on each issue presented to the members for voting. The voting Members present and voting shall be deemed to constitute a quorum. Changes may be made to the procedures and rules of PortSort.com by the affirmative vote of two-thirds of the total Members. Removal of a member of the Executive Committee, a member of the Board of Directors of the Corporation, the President of the Corporation or the Chief Executive Officer of PortSort.com (the C.E.O.) shall require the affirmative vote of three quarters of the total Members. All other votes shall be decided by a simple majority of the votes cast. The voting common shares of the Corporation shall be cast in accordance with and with the purpose of effectuating the intent of the Members as evidenced by the voting of the Members.

C. Selection Committee
The Selection Committee shall ensure that PortSort.com is continuing to display only the best and most qualified talent available. The Selection Committee shall review all Member portfolios on the Internet database and make selections of the talent to be removed. The Selection Committee is to make recommendations to the C.E.O. of PortSort.com as to the specialities and styles of new talent that will be added in the future. The Selection Committee shall endeavor to create the best creative talent resource tool for the art buyers in advertising agencies, publishing houses, design firms, entertainment companies and corporate communication departments. Selection Committee members shall not necessarily be required to be PortSort.com members, but should have professional experience with the selection of illustrative talent and have worked within one or some of the above mentioned industries. Selection Committee members shall be appointed by the Executive Committee directly after the January election of Executive Committee Members. Selection Committee members shall serve for two year periods, except as hereinafter provided for the initial term. The Selection Committee shall consist of three members, one initially appointed for a one year term and two initially appointed for a two year term. Thereafter, all three members of the Selection Committee shall be appointed for two year terms. Nominations to the Selection Committee shall be submitted to the C.E.O. by November 15 of the year prior to the January election. The C.E.O. shall present the nominees and their experience via the Internet, to the Executive Committee. Compensation for Selection Committee members shall be determined by the Executive Committee.

D. Executive Committee
The Executive Committee of PortSort.com shall serve to improve the function and value of PortSort.com. Members shall hold a yearly general election for the election of Executive Committee members in the month of January of each year, through an on-line forum. Nominations to the Executive Committee shall be submitted to the C.E.O. of PortSort.com by November 15 of the year prior to the January election. The C.E.O. of PortSort.com shall present the nominees and their experience to the Members, via the Internet, by December 1 of the year prior to the January election. The Executive Committee will meet online monthly to review and resolve any issues that have been submitted by the Members or the C.E.O. of PortSort.com. The Executive Committee shall have the power to call an election at any time or to make recommendations for changes to the management policies or procedures and rules of PortSort.com. The Executive Committee shall serve for two year periods, except as hereinafter provided for the initial term. The Executive Committee shall be composed of four eligible Members that shall be elected by a simple majority of the voting members. Two shall initially be elected for a one year term and two elected for a two year term. Thereafter, all members of the Executive Committee shall be elected for two year terms. The fifth Member of the Executive Committee shall be the C.E.O. of PortSort.com who will be considered a permanent Member. To be eligible for the Executive Committee, a Member must have successfully completed at least $50,000 worth of projects from PortSort.com clients.

E. Chief Executive Officer
The Chief Executive Officer of PortSort.com shall be elected by a majority of the Executive Committee. The offices of the President of the Corporation and Chief Executive Officer of PortSort.com may, but are not required to be held by the same person. The Chief Executive Officer of PortSort.com shall be responsible for Management of all PortSort.com operations including, but not limited to, personnel, accounting, marketing, advertising, contract negotiation, purchasing and leasing of fixtures and facilities, legal issues, etc. The Chief Executive Officer shall receive a maximum yearly compensation of $70,000., plus healthcare insurance, retirement benefits, reimbursement of his or her actual out-of-pocket expenses and such other benefits as the Executive Committee shall deem appropriate. The compensation level of the Chief Executive Officer shall be annually reviewed by the Executive Committee to ensure that it remains at an equal level with regards to inflation and any other economic fluctuations.

F. Ownership of the Corporation
Presently, all of the issued and outstanding common shares of the Corporation are beneficially owned by Preston W. Coleman (the "Sole Shareholder"). Subject to approval of the sole shareholder of the corporation an amount of the unissued but authorized common shares, not to exceed 40% of the total number of issued and outstanding number of shares following their issuance, may be issued by the Corporation, upon such terms and conditions as the Board of Directors of the Corporation may determine, to raise additional funds to further and promote the business of the Corporation and PortSort.com

5. OBLIGATIONS
PortSort.com shall be obligated to use every reasonable means available to bring clients with projects to view the portfolios displayed at its Internet web site and to use its financial resources to that end. PortSort.com shall conduct all business in an honorable and ethical way and shall keep accurate records of all projects and the rights transferred. PortSort.com shall provide an annual report of all income and expenses to all Members via the Internet. As the Member appoints PortSort.com to act as his or her non-exclusive representative, the Member and Perspective Member, as well as PortSort.com, shall be obligated to the following rules.

a. PortSort.com agrees to use its best efforts in submitting the Members portfolios for the purpose of securing assignments for the Member. PortSort.com shall negotiate the terms of any assignment that is offered, but the Member shall have the right to reject any assignment if he or she finds the terms thereof to be unacceptable.

b. Portfolios - The Member shall provide PortSort.com with such samples of work as are from time to time necessary for the purpose of securing assignments. These samples shall remain the property of the Member and be returned upon termination of this Agreement. PortSort.com shall take reasonable efforts to protect the work from loss or damage, but shall be liable for such loss or damage only if caused by PortSort.com's intentional act or gross negligence.

c. Term - This Agreement shall take effect on the _______day of____________, 20__, and remain in full force and effect for a term of one year and automatically renew itself at that time, unless terminated as hereafter provided.

d. Commissions - PortSort.com shall be entitled to the following commissions: On assignments obtained by PortSort.com during the term of this Agreement, twenty-five (25%) percent of the billing. It is understood by both parties that no commissions shall be paid on assignments rejected by the Member or for which PortSort.com or the Member fails to receive payment, regardless of the reason payment is not made. Further, no commissions shall be payable for any part of the billing that is due to expenses incurred by the Member in performing the assignment, whether or not such expenses are reimbursed by the client. In the event that a flat fee is paid by the client, it shall be reduced by the amount of expenses incurred by the Member in performing the assignment, and PortSort.com's commission shall be payable only on the fee as reduced for expenses.

e. Billing - PortSort.com shall be responsible for all billings.

f. Payments - PortSort.com shall make all payments due to Members within ten (10) days of receipt of any fees covered by this Agreement.

g. Accountings - PortSort.com shall send copies of invoices and payment checks to the Member when rendered. PortSort.com will provide a U.S. Government form 1099 in a timely manner as required by law. If requested, that party shall also provide the other party with annual accountings showing all assignments for the period, the clients' names, the fees paid, expenses incurred by the Member, the dates of payment, the amounts on which PortSort.com commissions are to be calculated and the sums due less those amounts already paid.

h. Inspection of the Books and Records - PortSort.com shall keep the books and records with respect to commissions due at its place of business and permit the Member to inspect these books and records during normal business hours on the giving of reasonable notice.

i. Termination - This Agreement may be terminated by either party by giving thirty (30) days advanced written notice to the other party. If the Member receives assignments after the termination date from clients originally obtained by PortSort.com during the term of this Agreement, the commission specified in Subparagraph d shall be payable to PortSort.com under the following circumstances: If PortSort.com has represented the Member for six months or less, PortSort.com database shall receive a commission on such assignments received by the Member within ninety (90) days of the date of termination. This period shall increase by thirty (30) days for each additional six months that PortSort.com has represented the Member, but in no event shall such period exceed one hundred eighty (180) days.

j. Assignment - This Agreement shall not be assigned by either of the parties hereto. It shall be binding on and inure to the benefit of the heirs, executors, personal representatives, successors and permitted assigns of PortSort.com and the Member.

k. Arbitration - The parties agree to mediate any disputes arising under this Agreement with the Members of the Executive Committee. Any disputes arising under this Agreement which can not be resolved by mediation shall be settled by arbitration under the commercial arbitration rules of the American Arbitration Association in the City of Cleveland, Ohio. Any award rendered by the arbitrator may be entered in any court having jurisdiction thereof and shall be final and non-appealable.

l. Notices - All notices shall be given to the parties at their respective addresses set forth below or by e-mail as provided herein.

m. Independent Contractor Status - Both parties agree that PortSort.com is acting as an independent contractor. This Agreement is not an employment agreement, nor does it constitute a joint venture or partnership between the Members and PortSort.com. Nothing in this Agreement shall authorize any Member to enter into an agreement on behalf or in any way bind PortSort.com or the Corporation.

n. Amendments and Mergers - All amendments to this Agreement must be written and signed by the person to be charged therewith. This Agreement incorporates the entire understanding of the parties and supersedes all prior oral and written representations and communications.

o. Governing Law - This Agreement shall be governed by the laws of the State of Ohio.

In witness whereof, the parties have signed this Agreement as of the date first above written

Dated:_________ _____________________________________________ Perspective Member

_____________________________________________ (Address)

Dated:_________ Woody Coleman Presents Inc.

_____________________________________________
Preston W. Coleman, President, C.E.O., PortSort.com
490 Rockside Road, Cleveland, Ohio, 44131