Employment Agreement

Employment Agreement with Purchasing Officer

Agreement made on the day of , 20 , between (Employee) of , referred to herein as Employee, and (Company), a corporation organized and existing under the laws of the State of , with its principal office located at , referred to herein as Company.

I. Employment and Duties

Company employs the Employee as a purchasing officer of the Company.

Employee accepts this employment and agrees to devote his full time, full attention and best efforts to performance of his duties, which shall include such additional duties as the officers or board of directors may from time to time assign to him. Employee shall perform all his duties in a manner satisfactory to the officers and board of directors. Employee shall obey all policy, rules and orders of the Company set by the officers and board of directors.

II. Compensation

A. Company shall pay to the Employee $ per month as compensation for his services, said amount to be paid on the last day of each month.

B. Employee shall be entitled to fringe benefits as may be provided from time to time by Company to other key staff employees occupying similar positions.

III. Term

The term of this Agreement shall be for one year beginning (commencement date), and ending (termination date); but subsequently shall automatically continue from month to month unless either party gives written notice to the other party that it shall expire on that date.

IV. Vacation and Days Off

Employee shall be entitled to take a maximum of (number) weeks vacation during the term of this Agreement, such vacation time to be taken at times determined in the manner most convenient to the business of Company. Such maximum vacation time may be extended with the approval, and in the sole discretion, of the board of directors of the Company.

V. Death or Disability

A. Death

All rights of the Employee under this Agreement shall terminate upon his death (other than rights accrued prior to death). Company shall pay to the estate of the Employee such compensation as would otherwise have been payable to the Employee up to the end of the month in which his death occurs. Company shall have no additional financial obligation under this Agreement to the Employee or his estate.

B. Disability.

1. During any period of disability, illness or incapacity during the term of this Agreement which renders Employee at least temporarily unable to perform the services required under this Agreement, the Employee shall receive the compensation payable under Section II, Paragraph A, of this Agreement, less any benefits received by him under any insurance carried by or provided by the Company. All rights of the Employee under this Agreement (other than rights already accrued) shall terminate as provided below upon the Employee's permanent disability (as defined below).

2. The term permanent disability as used in this Agreement shall mean the inability of the Employee, as determined by the board of directors of the Company, by reason of physical or mental disability, to perform the duties required of him under this Agreement for a period of (number) days during the term of this Agreement. Successive periods of disability, illness or incapacity will be considered separate periods unless the latter period of disability, illness or incapacity is due to the same or related cause and commences less than (number) months from the ending of the previous period of disability. Upon such determination, the board of directors may terminate the Employee's employment under this Agreement upon (number) days' prior written notice. If any determination of the board of directors with respect to permanent disability is disputed by the Employee, the parties agree to abide by the decision of an Arbitrator as set forth in Section XIV below.

VI. Termination

A. With Notice

1. Either Employee or the Company may terminate the employment of Employee upon written notice given (number) days prior to the specified date of termination.

2. If Employee gives notice pursuant to Subparagraph A(1) above, Company shall have the right to relieve Employee, in whole or in part, of his duties under this Agreement (without reduction in compensation), or to accelerate the date of termination to coincide with the date on which the written notice is received, with compensation to the Employee payable only to the date of termination.

B. Without Notice

1. Company may terminate the employment of Employee, without notice: (a) upon Employee's failure to promptly and adequately perform the duties assigned to him by Company, such performance to be judged in the sole discretion of Company; (b) upon Employee's breach of any provision of this Agreement; or (c) for other good cause (as defined below).

2. The term good cause as used in this Agreement shall include, but shall not necessarily be limited to, habitual absenteeism, a pattern of conduct which tends to hold Company up to ridicule in the community, conduct disloyal to Company, conviction of any crime of moral turpitude and substantial dependence, as determined by the board of directors of Company, on any addictive substance, including but not limited to alcohol, amphetamines, barbiturates, methadone, cannabis, cocaine, or illegal or narcotic drugs. If any determination of substantial dependence by the board of directors is disputed by Employee, the parties agree to abide by the decision of an Arbitrator as set forth in Section XIV below.

C. If the employment of Employee is terminated pursuant to this Section VI, Company shall pay to Employee any compensation earned but not paid to Employee prior to such termination. Such payment shall be in full and complete discharge of any and all liabilities or obligations of Company to Employee under this Agreement, and Employee shall be entitled to no further benefits under this Agreement.

VII. Confidentiality

Employee agrees to keep in strict secrecy and confidence any and all information Employee assimilates or to which he has access during his employment by Company and which has not been publicly disclosed and is not a matter of common knowledge in the fields of work of Company. Employee agrees that both during and after the term of his employment by Company, he will not, without prior written consent of Company disclose any such confidential information to any third person, partnership, joint venture, company, corporation or other organization.

VIII. Waiver of Breach

The waiver by Company of a breach of any of the provisions of this Agreement by Employee shall not be construed as a waiver of any subsequent breach by the Employee.

IX. Costs of Enforcement

If either party shall bring an action for breach or to otherwise enforce the terms, covenants and provisions of this Agreement and shall obtain a settlement or judgment in its favor, then that party shall be entitled to recover all costs and expenses incurred, including reasonable fees and disbursements of counsel, both at trial and in appellate proceedings.

X. Binding Effect; Assignment

The rights and obligations of Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Company. This Agreement is a personal employment contract and the rights, obligations, and interests of Employee under this Agreement may not be sold, assigned, or transferred.

XI. Entire Agreement

This Agreement contains the entire agreement and supersedes all prior agreements and understandings, oral, or written, with respect to the employment of Employee by Company. This Agreement may be changed only by an agreement in writing signed by the party against whom any waiver, change, amendment, modification, or discharge is sought.

XII. Governing Law

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

XIII. Notice

Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by certified or registered mail, first class, return receipt requested, to the parties at the following addresses.

A. To Company:

B. To Employee:

XIV. 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.

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