EMPLOYMENT CONTRACT AGREEMENT (FOR A MANAGING DIRECTOR)

THIS EMPLOYMENT CONTRACT 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. Employment start date. The Agreement start date is [_____________]. Termination prior to the Agreement start date is impossible.

2. Responsibilities. Employee shall be employed as managing director. Employee shall be responsible for [_____________].

3. Remuneration. For his work, Employee shall receive the following: a monthly gross salary in the amount of [_____________]. Employee shall receive an annual management bonus in the amount of [_____________]. At year end the appropriateness of the monthly salary, to which Employee is entitled will be reviewed and newly determined by the Company.

4. Term and Termination.

4.1 The Agreement term is indefinite.  Termination shall occur by registered letter or hand-delivery of a written termination notice.

4.2 Agreement ends at the end of the month in which Employee reaches the age of [_____________].

4.3 In the event that Employee is temporarily prevented from fulfilling responsibilities as managing director due to illness, or for other reasons, for which Employee is not responsible, Employee shall receive the fixed remuneration (fixed salary and guaranteed management bonus) for a period of [_____________] months, however, not for longer than the Agreement term.

4.4 In case of death, Employee's estate shall receive the monthly salary for 3 months, however, not beyond the Agreement term.

4.5 Either party may terminate this Agreement for its convenience, for any reason or no reason, with or without cause, on 90 days prior notice.

5. Vacation. Employee shall have an annual vacation allowance of [_____________] weeks. Vacation dates shall be established in agreement with the other Company executives.

6. Additional benefits. Employee is entitled to reimbursement of expenses from business trips. Employee is entitled to a business vehicle, which is also available for private use.

7. Obligation of secrecy. Employee is bound to maintain secrecy about any of the Company's business activities, including, without limitation, with regard to trade secrets, plant equipment set-up processes, laboratory work, supply sources and employees. Furthermore, Employee is obligated to maintain as Company property any business documents and records if they pertain to Company activities, and protect their confidentiality, and must turn over these documents to the Company upon request. The obligation of secrecy does not end at the end of the Agreement.

8. Additional employment. Any additional employment requires express prior written consent from the Company. Participation in any business partnerships as well as participation in any Company supervisory bodies is considered as additional employment.

9. Insurance. The company will take out accident insurance payable to Employee with an insured sum of [_____________] in case of death and [_____________] in case of disability.

10. 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: ________________________________