Employment Agreement with Noncompetition and Confidentiality Provisions

Employment Agreement with Director of Child Care Center
including Non-Competition Provision

Employment Agreement made on the , between

of

, referred to herein as Employee, and

, a corporation

organized and existing under the laws of the state of

with its principal office located at , referred to herein as Employer.

A. Whereas, Employer operates at day care center located at

, referred to hereinafter as Center; and

B. Whereas, Employee is qualified to direct and manage Center; and

C. Whereas, Employer has extended an offer of employment to Employee, and
Employee accepts such offer, on the terms and conditions set forth below;

Now, therefore, 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 employs Employee, and Employee accepts employment with Employer,
on the terms and conditions set forth in this Agreement.

2. Term of Employment
This Agreement is effective on , and shall remain in effect until the end of Employer's fiscal year, subject to the
termination provisions of this Agreement. The parties agree to meet to discuss a new
employment contract no less than days before the end of Employer's
fiscal year. Unless otherwise extended, modified, or terminated, employment of
Employee under this Agreement shall be on a month-to-month basis after the original
term ends. This month-to-month contract is terminable by either party by giving written
notice to the other party days prior to the contemplated termination
date.

3. Duties
Employee is hereby engaged to be the Director of the Center which involves

Employer has the power to determine Employee's specific duties, and the manner in
which Employee carries out her duties. Employer has discretion in setting the days of the
week and hours in which Employee is to perform Employee's duties. However, Employer
shall not compel Employee to work more than a normal work week composed of
hours. Employee agrees to devote the time and attention necessary to perform
Employee's duties in a satisfactory manner.

4. Compensation
During the term of this Agreement, Employer shall pay Employee an annual
salary of $ for services performed on Employer's
behalf. Employee's salary shall be paid to Employee in installments of $ .

5. Fringe Benefits
In addition to the compensation employee receives pursuant to Section 4 of this
Agreement, Employee is eligible for participation in the fringe benefit programs
established by Employer on fulfillment of the eligibility requirements for each program.
Employer has established the following fringe benefit programs:

Employer may, without notice, modify or discontinue any fringe benefit program which it
maintains.

6. Expenses
Employer agrees to reimburse Employee for all expenses reasonably incurred in
performing duties pursuant to this Agreement. Such expenses include travel undertaken
on behalf of Employer, entertainment conducted for purposes of promotion of Employer's
business, and fees for educational programs relevant to Employee's current or future
positions with Employer.

7. Vacation
Employee is entitled to a paid vacation of weeks per year.

8. Work Facilities
Employer shall furnish Employee with an office at its principal place of business,
and shall provide Employee with all equipment, technical, and clerical support necessary
to the performance of Employee's duties pursuant to this Agreement.

9. Noncompetition
On termination of this Agreement, Employee agrees that Employee will not
engage in within a radius of

miles from , for a period of years.
Employee agrees that this noncompetition section is necessary to protect Employer's
business, and that Employee's violation of this section would result in irreparable harm to
Employer. If Employee breaches this section, Employer shall be entitled to injunctive
relief in addition to any other remedies legally available. This section shall survive
termination of this Agreement.

10. Termination of Employment
This Agreement and the employment relationship between Employer and
Employee shall terminate on the occurrence of any of the following events:

A. Employer's discharge of Employee for reasonable cause.

B. Employee's failure or refusal to adequately perform the duties of
employment with Employer.

C. Employee's failure or refusal to adhere to the terms of this Agreement, or
to reasonable policies and regulations established by Employer.

D. Employee acting in a manner which is detrimental to Employer's
reputation in the day care community.

E. The death of Employee during the term of this Agreement. Employer shall
pay to Employee's estate any unpaid compensation earned by Employee prior to
Employee's death.

11. 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.

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

13. 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.

14. 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.

15. 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.

16. 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.

17. 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, corporation, or other entity
without the prior, express, and written consent of the other party.

18. 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.