Employment Agreement Between Visalus Inc and Todd

Employment Agreement with Executive (Limited Benefits)

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.

Whereas, Employer desires to hire Employee because of Employee's business experience and expertise in ; and

Whereas, Employee desires to be employed by Employer in the executive capacity described 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 on the terms and conditions stated in this Agreement to perform (describe services Employee is to perform)

, and Employee agrees to perform such services for Employer on the terms and conditions stated in this Agreement.

2. Term of Employment

The term of Employee's employment shall be (number) years commencing on . Employee's employment may be terminated for Cause as defined in Paragraph 4 below.

3. Compensation

Employer shall pay Employee an annual salary of $ , payable monthly, on the day of each month, commencing .

4. Termination for Cause

The Employer may terminate the Employee's employment immediately for Cause. For purposes of this Agreement, Cause means:

A. Any act or omission of the Employee constituting misconduct or negligence, fraud, misappropriation, embezzlement, conflict of interest or competitive business activities, including but not limited to any arrest on criminal charges;

B. Any chemical dependence which materially adversely affects the performance of Employee's duties and responsibilities to the Employer;

C. Breach of the Employee's fiduciary obligations to the Employer in a material respect;

D. The Employee's repeated failure to perform the duties of Employee after written notice of the alleged failure and a reasonable opportunity to cure;

E. The Employee's material breach of the Employer's policies or any material provision of this Agreement; or

F. The Employee's gross misconduct resulting in substantial loss to the Employer or damage to the reputation of the Employer.

5. 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.

6. Governing Law

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

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

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