EMPLOYER AGREEMENT (FOR A CHIEF FINANCIAL OFFICER)

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

The parties agree as follows:

1. Employment: The Company hereby employs the Executive as its Chief Financial Officer with such powers and duties as may be specified by the Company's board of directors (the "Board"). The Executive hereby accepts employment upon the terms and conditions as hereinafter set forth.

2. Term: Subject to the provisions for termination as hereinafter provided, the term of this Agreement shall begin immediately and shall terminate on [_____________] (the "Term").

3. Compensation: For all services rendered by the Executive under this Agreement, the Executive shall be paid an annual salary as follows [_____________] (the "Minimum Rate"). The Minimum Rate may be increased by the Board at its discretion. The Minimum Rate is payable pursuant to the normal payroll practices of the Company. The Board may consider bonus compensation for the Executive if the performance of the Company and the Executive justifies such bonus compensation.

4. Authorized Expenses: The Executive is authorized to incur reasonable expenses for the promotion of the business of the Company. The Company will reimburse the Executive for all such reasonable expenses upon the presentation by the Executive, from time to time, of an itemized account of such expenditures.
The Executive shall be entitled to such additional and other fringe benefits as the Board shall from time to time authorize, including but not limited to: (a) health insurance coverage for the Executive and Executive's dependents; (b) a monthly automotive allowance of $[_____________], which the Executive is to use to obtain an automobile to be available for company needs. All operating expenses such as maintenance, insurance and fuel (excluding fuel for company travel) will be the responsibility and expense of the Executive.

5. Extent of Services: The Executive shall devote a substantial portion of business time, attention and energies to the business of the Company, and shall not, during the term of this Agreement, engage in any other business activities, whether or not such activities are pursued for gain, profit or other pecuniary advantage. This provision is not meant to prevent Executive from (a) devoting reasonable time to civic or philanthropic activities or (b) investing in such form or manner providing that it does not require any substantial services on the part of the Executive that will interfere with the Executive's employment pursuant to this Agreement. Executive's employment is considered as full-time.

6. Working Facilities: The Executive shall be furnished with such facilities and services suitable to Executive's position and adequate for the performance of Executive's duties.

7. Duties: The Executive is employed in an executive and supervisory capacity and shall perform such duties consistent herewith as the Board shall from time to time specify. The precise services of the Executive may be extended or curtailed, from time to time, at the discretion of the Board of the Company.

8. Disclosure of Information: The Executive recognizes and acknowledges that the Company's operating procedures and service techniques are valuable, special and unique assets of the Company's business. The Executive will not, during or after the term of this Agreement, disclose the list of the Company's customer base or service techniques to any person, firm, Company, association or other entity for any reason or purpose whatsoever. In the event of breach or threatened breach by the Executive of the provisions of this paragraph, the Company shall be entitled to apply for an injunction restraining any such breach without posting bond or other security. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Executive.

9. Vacations: The Executive shall be entitled each year to a vacation as follows: [_____________].

10. Disability: If the Executive is unable to perform services by reason of illness or total incapacity, based on standards similar to those utilized by the U.S. Social Security Administration, Executive shall receive full salary for [_____________] year(s) of said total incapacity through coordination of benefits with any existing disability insurance program provided by the Company (a reduction in salary by that amount paid by any Company provided insurance). Should Executive be totally incapacitated beyond the [_____________] year(s) period, so that Executive is not able to devote full time to employment with Company, then this Agreement shall immediately terminate.

11. Death During Employment: If the Executive dies during the Term and has not attained the age of [_____________] years, the Company and/or any third party insurance provided by the Company, through a coordination of benefits, shall pay the estate of the Executive a death benefit equal to [_____________] times the Executive's annual salary. In the event the Executive receives death benefits payable under any group life insurance policy issued to the Company, the Company's liability under this clause will be reduced by the amount of the death benefit paid under such policy. The Company shall pay any remaining death benefits to the estate of the Executive over the course of [_____________] months in the same manner and under the same terms as the Executive would have been paid if Executive had still been working for the Company. No later than [_____________] month(s) from the date of death, the estate of the Executive will also be paid any accumulated vacation pay. Such payments pursuant to this paragraph shall constitute the full compensation of Executive and Executive and Executive's estate shall have no further claim for compensation by reason of Executive's employment by the Company.

12. Additional Compensation: If during the Term, this Agreement is terminated by the Company or by the Executive due to "Constructive Discharge" then the Executive shall receive termination pay in an amount equal to [_____________] times the average of the last [_____________] years compensation. For purposes of this Agreement, "Constructive Discharge" shall mean:

(a) Any reduction in salary below the Minimum Rate;

(b) A material change diminishing the Executive's job function, authority, duties or responsibilities, or a similar change deteriorating Executive's working conditions that would not be in accordance with the spirit of this Agreement;

(c) A required relocation of Executive of more than 100 miles from Executive's current job location; or requires Executive to travel away from Executive's office in the course of discharging Executive's responsibilities in excess of that typically required of executives in similar positions.

(d) Any breach of any of the terms of this Agreement by the Company, which is not cured within [_____________] days following written notice thereof by Executive to the Company.

The amount payable by the Company pursuant to this section shall be made in one lump sum cash payment payable to the Executive no later than [_____________] days following termination of this Agreement.

13. Termination: The Company may terminate this Agreement for: (a) the intentional, unapproved material misuse of company funds, (b) professional incompetence (i.e. the intentional refusal to perform or the inability to perform the duties associated with Executive's position with the Company in a competent manner, which is not cured within [_____________] days following written notice to Executive) or (c) willful neglect of duties or responsibilities.

14. Indemnification: The Company hereby agrees to indemnify and hold the Executive harmless from any loss for any corporate undertaking, whereby a claim, allegation or cause of action shall be made against the Executive in the performance of duties under this Agreement, except for willful illegal misconduct. This indemnification shall include but not be limited to reasonable costs and attorney fees incurred in defending the Executive.

15. 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 Executive in whole or in part without the prior written consent of Company. Any transfer, assignment, delegation or sublicense by Executive 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: ________________________________

EXECUTIVE

By: __________________________________
Print Name: ___________________________
Title: ________________________________