EMPLOYER CONTRACT (FOR A SENIOR VICE PRESIDENT FOR A CORPORATE DEPARTMENT)

THIS EMPLOYER CONTRACT (this "Agreement"), dated as of [_____________], is between [_____________], a [_____________] corporation with an address at [_____________] (the "Company") and [_____________], with an address at [_____________] ("Employee", "You" or "Your").

1. The parties agree as follows:

2. TERM. The term of the agreement shall be for a [_____________] year period.

3. CAPACITY. You shall be employed in the capacity of Senior Vice President and such other title or titles as may from time to time be determined by the Board of Directors of the Company. You agree to devote your full time and attention and best efforts to the faithful and diligent performance of your duties to the Company and shall serve and further the best interests and enhance the reputation of the Company to the best of your ability.

4. COMPENSATION. As full compensation for your services you shall receive the following from the Company:

a. A base annual salary of $[_____________] per year payable pro rata twice monthly; and

b. Participation when eligible in any of the Company's pension, profit sharing, and 401 (K) plans when any such plans have or become effective:

c. Such other benefits as are consistent with the personnel benefits provided by the Company to its officers and employees; provided however that your vacation shall be for a period of no more than [_____________] business days. It is understood that no more that [_____________] weeks consecutive weeks of vacation shall be taken by you at any one time; and

d. An adjustment in the way car allowances or leases are paid which will require a gross up in W-2 wages of $9,000 covering all vehicle expenses except fuel.

e. An annual discretionary bonus not less than $[_____________] subject to the condition precedent of your department meets the following inventory turns and savings requirements: [_____________].

5. NON-COMPETITION. During the term of this Agreement and for [_____________] years thereafter, you shall not, as an agent, employee, partner, stockholder, director, investor, or otherwise engage in any activities in competition with the activities of the Company. You shall also abide by the Company code of ethics and other corporate governance rules of Company. You shall disclose prior to the execution of this Agreement (or later on as the case may be) all outside business relationships, interests, investments, enterprises, that you presently have or contemplate entering into or enter into in the future that might affect your time spent on the business interests and your employment responsibilities.

6. CONFIDENTIALITY. Except as required in your duties to the Company you shall not at any time during your employment and for a period of [_____________] years thereafter directly or indirectly use or disclose any confidential information relating to the Company or its business which is disclosed to you or known by you as a consequence of or through your employment by the Company and which is not otherwise generally obtainable by the public at large.

7. TERMINATION. You or the Company may terminate this Agreement prior to the end of the Term for any reason upon written notice to the other party in accordance with the following provisions:

(a) Death. This Agreement shall terminate on the date of your death. Your base annual salary (as in effect on the date of death) shall continue through the last day of the month in which your death occurs. Payment of your base annual salary shall be made to your estate or your beneficiary as designated in writing to the Company. Your estate or designated beneficiaries as applicable shall also receive a pro-rata portion of your annual bonus, if any, determined for the fiscal year up to and including the date of death which shall be determined in good faith by the Company. Your beneficiaries shall also be entitled to all other benefits generally paid by the Company on an employee's death.

(b) Disability. Your employment shall terminate if you become totally disabled. You shall be deemed to be totally disabled if you are unable, for any reason, to perform any of your duties to the Company for a period of [_____________] consecutive days, or for periods aggregating [_____________] days in any period of [_____________] consecutive days.

(c) Other Termination. Should you decide to leave the Company, you will provide the Company with [_____________] days written notice. Should the Company decide to terminate you for any reason it shall have the right to buy out your contract rights herein for [_____________] months base pay and any commissions and bonus due you on the date of termination and shall determine same by what you would have been paid in salary for [_____________] months after the date of termination calculated from the prior [_____________] months of salary.

8. 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: ________________________________