Employment Agreement

EMPLOYMENT AGREEMENT

THIS AGREEMENT, dated as of , 20__, by and between , Inc., a corporation organized under the laws of the State of (hereafter referred to as "Employer") and , an individual (hereafter referred to as "Employee").

In consideration of the mutual covenants herein contained, and other good and valuable consideration, the parties hereto agree as follows:

1. Employment.

(a) Employer hereby agrees to employ Employee, and Employee agrees to serve as an employee of Employer or as an employee of one or more of its subsidiaries, during the Period of Employment, as defined in Section 2, in such executive capacity as is set forth herein. At its meeting held on the day of , 20___, the Board of Directors of Employer elected Employee to the additional posts of President and Chief Executive Officer of Employer effective as of the date of this Agreement.

(b) If after the annual meeting of the Board of Directors of Employer in 20__ or at any time thereafter during the Period of Employment, the Board of Directors fails, without Employee's consent, to elect or reelect Employee as President and Chief Executive of Employer and as a Director of Employer, or removes Employee from such offices or directorship, Employee shall have the right by written notice to Employer to terminate his services hereunder.

2. Period of Employment.

The "Period of Employment" shall commence on the day of , 20__ and end on the day of , 20__.

3. Duties During the Period of Employment.

Employee shall devote his full business time, attention and best efforts to the affairs of Employer and its subsidiaries during the Period of Employment, provided, however, that Employee may engage in other activities to the extent that such activities do not inhibit or prohibit performance of duties under this Agreement.

4. Current Cash Compensation.

(a) Base Annual Salary. Employer will pay to Employee during the Period of Employment commencing on the day of , 20__ and ending on the day of , 20__, a base annual salary of $ .

(b) Bonus. During the Period of Employment, Employer will pay Employee an annual bonus based on his performance and other factors; provided, however, that Employer will pay Employee a minimum annual bonus in respect of his services for each calendar year of $ .

5. Incentives.

(a) Restricted Stock. On the date of this Agreement, Employer shall award to Employee shares of its "restricted stock." The restrictions will lapse with respect to shares on the day of , 20__.

(b) Stock Option. On the date of this Agreement, Employer shall grant to Employee an option to purchase an aggregate of shares of Employer's common stock at a purchase price per share equal to its then fair market value. No shares may be purchased before the day of , 20__.

6. Other Employee Benefits.

(a) Vacation and Sick Leave. Employee shall be entitled to reasonable paid annual vacation periods and to reasonable sick leave.

(b) Regular Reimbursed Business Expenses. Employer shall reimburse Employee for all expenses and disbursements reasonably incurred by Employee in the performance of his duties during the Period of Employment.

(c) Life Insurance. Employer shall procure and pay all premiums on a term life insurance policy with a face value of at least $ .

(e) Reimbursement for Temporary and Incidental Expenses. Employer agrees to reimburse Employee for reasonable travel, moving, temporary living, and incidental expenses.

7. Termination.

(a) Termination by Employer other than for Material Breach or Just Cause. If Employer should terminate the Period of Employment for other than material breach or just cause, Employer shall pay to Employee the amounts otherwise payable pursuant to paragraphs (a) and (b) of Section 4, discounted to present value.

(b) Resignation by Employee. If Employee shall exercise his right of termination, he shall resign voluntarily as Director and as an employee of Employer.

8. Nondisclosure.

Employee shall not, at any time during or following the Period of Employment, disclose, use, transfer or sell any confidential information or proprietary data of Employer and its subsidiaries.

9. Notices.

All notices under this Agreement shall be in writing and shall be deemed effective when delivered in person or by registered or certified mail to the appropriate address.

10. Representations and Warranties of Employer.

Employer represents and warrants that the execution of this Agreement has been duly authorized by resolution of its Board of Directors.

11. Miscellaneous.

This Agreement constitutes the entire understanding between Employer and Employee and supersedes all prior written and oral agreements and understandings with respect to the subject matter of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the year and day first above written.