Employment Agreement

EMPLOYMENT AGREEMENT

This Agreement made as of the day of , 20 , between (the “Company”) and (the “Employee”).

WHEREAS, the Company desires to employ Employee for the period and upon and subject to the terms herein provided; and

WHEREAS, the Company desires to be assured that Employee (i) will not compete with the Company for the period and within the geographical areas hereinafter specified and (ii) will not employ or disclose any of the Company’s proprietary or confidential information;

WHEREAS, Employee is willing to agree to be employed by the Company upon and subject to the terms herein provided;

NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

1. Term of Employment; Compensation. The Company agrees to employ Employee from the date hereof as an employee from the date hereof through , 20 , or until the earlier termination of this Agreement pursuant to the terms hereof. The Company will pay Employee base pay for his services rendered hereunder at an initial annual rate of $ . Employee’s salary shall be paid in accordance with the Company’s regular payroll practices for all as determined by the Company, subject only to such payroll and withholding deductions as are required by law and such other payroll deductions, as are determined by the Company policy or as Employee may approve.

2. Office and Duties. Employee shall fit the position of and shall have the duties normally ascribed to those positions and as assigned to him by the Company from time to time in its sole discretion. Employee shall act at all times to promote the Company’s business and best interests. Employee shall devote substantially all business time, labor, skill, undivided attention and best ability to the performance of his duties hereunder in a manner which will faithfully and diligently further and expanding the business and interests of the Company.

3. Termination of Employment. Notwithstanding any other provision of this Agreement, Employee’s employment shall terminate on the death of the Employee and may be terminated by the Company, as follows:

(a) For cause, that is to say in the event of Employee’s failure, refusal or inability satisfactorily to perform the services required hereunder, or to carry out any proper direction by the Company with respect to the services to be rendered hereunder or the manner of rendering such services, willful misconduct in the performance of his duties hereunder, or conviction of a crime involving moral turpitude.

(b) For cause, upon not less than days’ notice to Employee if prevented by illness, accident or other disability (mental or physical) from discharging the duties hereunder for one or more periods totaling months during any consecutive 12 month period.

(c) For cause, for any material breach by the Employee of the terms hereof, but only upon not less than 30 days’ written notice to the Employee specifying the breach relied on for such termination.

4. Confidentiality. Employee shall not, either during the period of his employment with the Company or thereafter, reveal or disclose to any person outside the Company or use to his own benefit, any marketing technique or cost method, or any customer, mailing or supplier list, whether or not supplied by the Company, and whether or not made, developed and/or conceived by Employee or by others in the employ of the Company. Upon the termination of Employee’s employment in any manner or for any reason, Employee shall promptly surrender to the Company all copies of any of the foregoing, together with any other documents, materials, data, information and equipment belonging to or relating to the Company’s business and in his possession, custody or control, and Employee shall not thereafter retain or deliver to any other person, any of the foregoing or any summary or memorandum thereof.

5. Restriction. Employee agrees that during the period of his employment hereunder and for 24 months from termination of employment for any reason, whichever date is later:

(a) Employee will not hold an interest, directly or indirectly, as an investor in any other business or enterprise, operating within the geographic area served by the Company, whose business is similar to that of the Company or which is engaged in competition with the Company; and

(b) Employee will not, directly or indirectly for his own account or as investor, employee, consultant, officer, director, partner, joint venturer or otherwise, engage within the geographic area served by the Company, in any phase of the business in which the Company is engaged at the time of termination of employment or otherwise compete with the Company in such geographic area.

6. No Solicitation. Employee will not during the period of his employment hereunder and for a period of months after termination of employment for any reason solicit or attempt to induce, directly or indirectly, any employee of the Company to accept employment with a competitor of the Company or with any business or enterprise intending to compete with the Company.

7. Severability. Employee and the Company are of the belief that the period of time and the area herein specified in 5 and 6 above are reasonable in view of the nature of the business in which the Company is engaged the state of its development and Employee’s knowledge of the business. However, if such period or such area should be adjudged unreasonable in any judicial proceeding, then the period of time shall be reduced by such number of months or such area shall be reduced by elimination of such portion of such area, or both, as are deemed unreasonable, so that this covenant may be enforced in such area and during such period of time as is adjudged to be reasonable.

8. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given when delivered or mailed by first-class, registered or certified mail, postage prepaid, addressed (a) if to Employee, to such address the Employee shall furnish to the Company in writing for the purpose; and (b) if to the Company, at its principal place of business, .

9. Entire Agreement. This Agreement contains the entire agreement between the Company and the Employee with respect to the subject matter hereof and there have been no oral or other agreements of any kind whatsoever as a condition precedent or inducement to the signing of this Agreement or otherwise concerning this Agreement or the subject matter hereof.

10. Amendments. This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected except by an instrument in writing executed by or on behalf of the party against whom enforcement of any waiver, change, modification, consent or discharge is sought.

11. General Provisions. Employee further agrees that his obligations hereunder shall be binding upon him irrespective of the duration of his employment by the Company, the reasons for any cessation of his employment by the Company, or the amount of his compensation and shall survive the termination of this Agreement (whether such termination is by the Company, by the Employee, upon expiration of this Agreement or otherwise).

Employee represents and warrants to the Company that he is not now under any obligations to any person, firm or corporation, and has no other interest which is inconsistent or in conflict with this Agreement, or which would prevent, limit or impair, in any way, the performance by him of any of the covenants or his duties in his employment hereunder.

12. Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the law (other than the law governing conflict of law questions) of the State of .

IN WITNESS WHEREOF, the parties have executed or caused to be executed this Agreement as of the date first above written.