EMPLOYMENT CONTRACT FORM (FOR AN EXECUTIVE EMPLOYMENT ARRANGEMENT)

THIS EXECUTIVE EMPLOYMENT CONTRACT (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: The Company hereby employs the Executive as its [_____________] Officer with such powers and duties as may be specified by the Company's board of directors (the "Board"). The Employee 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 earlier of (i) the Employee's [_____________] birthday or (ii) [_____________] (the "Term").

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

4. Authorized Expenses: The Employee is authorized to incur reasonable expenses for the promotion of the business of the Company. The Company will reimburse the Employee for all such reasonable expenses upon the presentation by the Employee, from time to time, of an itemized account of such expenditures. The Employee 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 Employee and Employee's dependants; B) a monthly automotive allowance of $[_____________], which the Employee 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 Employee.

5. Extent of Services: The Employee 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 Employee from A) devoting reasonable time to civic or philanthropic activities or B) investing providing that it does not require any substantial services on the part of the Employee that will interfere with the Employee's employment pursuant to this Agreement. Employee's employment is considered as full-time.

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

7. Duties: The Employee 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 Employee may be extended or curtailed, from time to time, at the discretion of the Board of the Company.

8. Disclosure of Information: The Employee recognizes and acknowledges that the Company's customer base, operating procedures and service techniques are valuable, special and unique assets of the Company's business. The Employee will not, during or after the term of his employment, disclose the list of the Company's customer base, operating procedures 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 Employee 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 Employee.

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

10. Disability: If the Employee is unable to perform services by reason of illness or disability causing total incapacity, based on standards similar to those utilized by the U.S. Social Security Administration, Employee shall receive full salary for [_____________] year of total incapacity through coordination of benefits with any existing disability insurance program provided by the Company (a reduction in salary by the amount paid by any insurer). Should Immediately after such period this Agreement shall automatically terminate.

11. Death During Employment: If the Employee dies during the term of this Agreement 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 Employee a death benefit equal to [_____________] times the Employee's annual salary. In the event the Employee 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 Employee over the course of twelve (12) months in the same manner and under the same terms as the Employee would have been paid if Empployee had still been working for the Company. No later than one (1) month from the date of death, the estate of the Employee will also be paid any accumulated vacation pay. Such payments pursuant to this paragraph shall constitute the full compensation of Employee and Employee's estate, which shall have no further claim for compensation by reason of his employment by the Company.

12. Termination by Employee, Termination Pay: If this Agreement is terminated by the Company (other than pursuant to Section 15) or by the Employee via Construtive Discharge, then the Employee 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 Employee's job function, authority, duties or responsibilities, or a similar change deteriorating Employee's working conditions that would not be in accordance with the spirit of this Agreement;

(C) A required relocation of Employee of more than [_____________] miles from Employee's job location;

(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 Employee to the Company.

(E) The amount payable by the Company pursuant to this Section 14 shall be made in one lump sum cash payment payable to the Employee no later than 30 days following termination of this Agreement.

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

14. Indemnification: The Company hereby agrees to indemnify and hold the Employee harmless from any claim and associated fines, damages, settlements or other losses for Employee's lawful performance of duties in compliance with Company's policies and procedures, except for willful illegal misconduct, including, without limitation, costs and attorneys fees for the defense of such claim(s).

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 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: ________________________________