Contract with Commission

Employment Contract with Executive Receiving Commission Salary Plus Common Stock

With Right of Refusal to Purchase Shares of Other Shareholders in Close Corporation

Employment Agreement made (date), between

(Name of Employer), a Corporation organized and existing under the laws of (state), with its principal office located at

(street address, city, county, state, zip code),

hereinafter called Corporation, (Names and addresses of other shareholders), said shareholders and Corporation being hereinafter jointly called Employer, and

(Name of Employee) of

(street address, city, county, state, zip code), hereinafter called Employee;

For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Employment

Employer hereby employs Employee as President and Employee hereby accepts such employment with Employer, subject to the terms and conditions of this Agreement.

2. Term of Employment

This Agreement and the employment under this Agreement shall commence on the effective date stated above, and continue for a term of Fifteen (15) years [i.e., until ].

3. Duties of Employee

Employee will serve Employer faithfully and to the best of his ability under the direction of the Board of Directors of Employer. Employee will devote all of his time, energy, and skill during regular business hours to such employment. Employee shall perform such services and act in such executive capacity as the Board of Directors of Employer shall direct. In addition, Employee, along with the Chief Operating Officer, shall be solely responsible for the following:

A. Contracting with manufacturers and setting wholesale and manufacturer’s suggested retail prices, as well as volume discounting;

B. Appointment of distributors and setting up their protected territories;

C. Personnel needs in sales, assembly and administration;

D. Product development;

E. Contracting for additional manufacturing facilities as well as office space and demonstration products; and

F. All advertising and promotional shows and materials.

4. Compensation

A. Upon execution of this Agreement, Employee shall receive a signing bonus of common stock in the Employer equivalent to fifteen percent (15%) of the outstanding common stock of the Employer.

B. Employee's salary for each of the following fiscal years of the Employer shall be a sum equal to fifteen percent (15%) of the monthly gross sales of the Employer with said amount to be paid to Employee on or before the fifteenth day of the month following such sales,

C. In addition to the above, Employee will receive 15% of the outstanding common stock of the Corporation when gross sales have exceeded $500,000.00. Thereafter, Employee shall receive 5% of the outstanding common stock in the Corporation for every $500,000.00 of gross sales until Employee has received 25% of the outstanding common stock in the Corporation pursuant to this Subsection C. As used in this Subsection, the term gross sales refers to sales from the date of this Contract and not merely gross sales per year.

5. Sale of Employee’s Common Stock

A. Employee agrees that he will not sell or otherwise dispose of all or any part of the common stock of Employer delivered pursuant to Section 4 unless Employee shall have received an opinion of counsel, in form and substance satisfactory to counsel for Employer (each party to bear the expense of its own counsel), to the effect that registration of the shares to be sold or disposed of is not required under the Securities Act of 1933, as amended, or unless there shall be in effect a registration statement under such Act with respect to such proposed sale or disposition of the shares to be sold or disposed of and Employee shall have complied with all applicable provisions of such Act and the rules and regulations under such Act.

B. All certificates issued to represent the common stock delivered to Employee shall bear the following legend: "The shares represented by this certificate are the subject of an Agreement, dated as of , a copy of which is on file at the principal office of (Name of Employer), and may not be transferred, sold, or otherwise disposed of except in accordance with the terms of such Agreement."

C. Employer is authorized to instruct its transfer agent to refuse to transfer such stock certificates except in accordance with the terms of this Agreement.

6. Right of First Refusal to Purchase Stock of other Shareholders

In consideration of the Employee's promises made in this Agreement, the undersigned Shareholders agrees that, for as long as this Agreement is in force and the Employee is not in default of this Agreement, Employee shall have the first right of refusal to purchase up to 100% of the common stock of the Employer which Shareholders may, from time to time, decide to sell, at such price and on such terms as said Shareholders determines. Employee shall have (number) days to exercise such right by written notice to the selling Shareholder after Employee receives notice that such Shareholder desires to sell some or all of his stock. As used herein, right of first refusal means that Employee has the right to purchase such stock by matching terms of a proposed contract of purchase between selling shareholder and the party seeking to purchase such shares.

7. Reimbursement of Expenses

Employer shall reimburse Employee for reasonable out-of-pocket expenses that Employee shall incur in connection with his services for Employer contemplated by this Agreement, on presentation by Employee of appropriate vouchers and receipts for such expenses to Employer.

8. Employee's Service as Director

Employee consents to serve as a director of Corporation or any parent, subsidiary, or Corporation affiliated with Corporation, on condition that Employee receive the same compensation paid to other directors of any such company for their services as directors.

9. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

10. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

11. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

12. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

13. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

14. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

15. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, Employer, or other entity without the prior, express, and written consent of the other party.

16. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

WITNESS our signatures as of the day and date first above stated.

Names and Signatures of Shareholders