EMPLOYEE AGREEMENTS (FOR NON-COMPETE AND NON-SOLICITATION RESTRICTIONS)

THIS EMPLOYEE AGREEMENT (this "Agreement"), dated as of [_____________], is between [_____________], a [_____________] corporation with an address at [_____________] (the "Company") and [_____________], with an address at [_____________] ("Employee").

The parties agree as follows:

1. Term of Employment and Compensation.

a. The Company agrees to employ Employee as an employee from the date hereof, for a period of [_____________] years or until the earlier termination of this Agreement pursuant to the terms hereof. The Company will pay Employee base salary for services rendered hereunder at an initial annual rate of $[_____________]. Upon receipt by the Company of an investment commitment of at least $[_____________] and physical receipt of at least $[_____________] of such commitment, Employee's base salary shall increase to an annual rate of $[_____________] effective [_____________]. Employee shall have the option to receive any amounts in cash or restricted common stock of the Company at the then current market price. Employee's salary shall be paid in accordance with the Company's regular payroll practices as determined by the Company, subject only to such payroll and withholding deductions as are required by law and such other payroll deductions, as are determined by the Company policy or as Employee may approve. Employee shall receive an annual salary review and shall be considered for salary increases consistent with the profitability of the Company and with the salary increases of the other executive level employees of the Company.

b. The Company does not presently have a stock option plan, bonus plan or a company vehicle plan in place. In the event the Company shall implement any such plan in the future, Employee shall be entitled to participate in such plan in a manner consistent with that of other executive level employees.

c. Employee shall be entitled to up to [_____________] weeks paid vacation annually. To the extent that Employee does not use all of his vacation in any year, Employee may elect to carryover such unused vacation to the next year or to receive compensation in lieu of such unused vacation.

d. Employee shall be entitled to participate in and receive all benefits under any welfare benefit plan or program, including, without limitation, group medical and dental insurance for Employee and Employee's dependents, and all employee benefits, including, without limitation, hospital, medical, health and disability insurance, paid holidays, paid sick and personal days and/or any retirement savings plan or program provided at any time by the Company to any of its executive level employees. The benefits offered by the Company are subject to change from time to time as determined in the sole and absolute discretion of the Board of Directors of the Company.

e. Employee shall be entitled to reimbursement by the Company for all ordinary and necessary business expenses incurred by Employee in the performance of duties.

f. Employee's location of employment shall be at [_____________] and Employee shall not be required to change location of employment beyond [_____________] miles from the present location.

2. Office and Duties. Employee shall hold the position of President & Chief Executive Officer and shall have the duties normally ascribed to that position and as assigned by the Company from time to time in its sole discretion. Employee shall act at all times to promote the Company's business and best interests. Employee shall devote substantially all business time, labor, skill, undivided attention and best ability to the performance of duties hereunder in a manner, which will faithfully and diligently further and expanding the business and interests of the Company. During the term of this Agreement, the duties of the Employee shall not be significantly changed and the reporting structure shall not be changed so that the Employee's responsibilities or authority are diminished unless Employee shall have agreed to such change.

3. Termination of Employment. Notwithstanding any other provision of this Agreement, this Agreement shall terminate on the death of the Employee and may be terminated by the Company, as follows:

(a) For cause, in the event of Employee's willful misconduct in the performance of duties hereunder, or conviction of a crime involving moral turpitude.

(b) For cause, upon not less than [_____________] days' notice to Employee if prevented by illness, accident or other disability (mental or physical) from discharging the duties hereunder for one or more periods totaling [_____________] months during any consecutive [_____________] month period.

(c) For cause, for any material breach by the Employee of the terms hereof, but only upon not less than [_____________] days' written notice to the Employee specifying the breach relied on for such termination during which time Employee shall be given the opportunity to cure such breach, provided, however, that if Employee is diligently working to cure such breach and is able to demonstrate that Employee will be able to cure such breach within a reasonable time, the notice period shall be extended accordingly.

4. Confidentiality. Employee shall not, either during the term of this Agreement or thereafter, reveal or disclose to any person outside the Company or use to Employee's own benefit, any marketing technique or cost method, or any customer, mailing or supplier list, whether or not supplied by the Company, and whether or not made, developed and/or conceived by Employee or by others in the employ of the Company. Upon the termination of this Agreement in any manner or for any reason, Employee shall promptly surrender to the Company al1 copies of any of the foregoing, together with any other documents, materials, data, information and equipment belonging to or relating to the Company's business, and Employee shall not thereafter retain or deliver to any other person, any of the foregoing or any summary or memorandum thereof.

5. Non-Compete Restriction. Employee agrees that during the term of this Agreement and for [_____________] months from termination for any reason:

(a) Employee will not hold an interest, directly or indirectly, as an investor in any other business or enterprise, operating within the geographic area then served by the Company, whose business is engaged in the manufacture, sale or distribution of [_____________]; and

(b) Employee will not, directly or indirectly for Employee's own account or as investor, employee, consultant, officer, director, partner, joint venturer or otherwise, engage within the geographic area then served by the Company, in any phase of the business which engages in the manufacture, sale or distribution of [_____________].

6. Non-Solicitation. Employee will not during the term of this Agreement and for a period of [_____________] months thereafter for any reason solicit or attempt to induce, directly or indirectly, any employee of the Company to accept employment with a direct competitor of the Company or with any business or enterprise intending to compete with the Company.

7. General. Entire Agreement and Amendments. This Agreement is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter. This Agreement may be amended only in a written document, signed by both parties. Independent Contractors, Third Party Beneficiaries, and Subcontractors.  The parties acknowledge that they are independent contractors under this Agreement, and except if expressly stated otherwise, none of the parties, nor any of their employees or agents, has the power or authority to bind or obligate another party.  Except if expressly stated, no third party is a beneficiary of this Agreement. Governing Law and Forum.  All claims regarding this Agreement are governed by and construed in accordance with the laws of [____________], applicable to contracts wholly made and performed in such jurisdiction, except for any choice or conflict of law principles, and must be litigated in [____________], regardless of the inconvenience of the forum, except that a party may seek temporary injunctive relief in any venue of its choosing.  Assignment.  This Agreement binds and inures to the benefit of the parties' successors and assigns. This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by Employee in whole or in part without the prior written consent of Company. Any transfer, assignment, delegation or sublicense by Employee without such consent is invalid. No Waivers, Cumulative Remedies.  A party's failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Except if expressly stated otherwise, all remedies under this Agreement, at law or in equity, are cumulative and nonexclusive.  Severability.  If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions.  Notices.  All notices, including notices of address changes, under this Agreement must be sent by registered or certified mail or by overnight commercial delivery to the address set forth in this Agreement by each party.  Captions and Plural Terms.  All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement.  Terms defined in the singular have the same meaning in the plural and vice versa.

IN WITNESS WHEREOF, the parties execute this Agreement. Each person who signs this Agreement below represents that such person is fully authorized to sign this Agreement on behalf of the applicable party.

COMPANY

By: __________________________________
Print Name: ___________________________
Title: ________________________________

EMPLOYEE

By: __________________________________
Print Name: ___________________________
Title: ________________________________