AGREEMENT RETAINER (FOR A CHAIRMAN OF THE BOARD RECEIVING STOCK COMPENSATION)

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


WHEREAS, the Consultant desires to provide services to the Company in the role of chairman of the board of directors of the Company ("Chairman"); and

WHEREAS, the Company wishes for Consultant to continue to provide such services to the Company.

NOW, THEREFORE, the parties agree as follows:

(1) For each full fiscal year during which Consultant renders services to the Company as Chairman, the Company will pay an annual retainer fee to Consultant (the "Retainer") equal to $100,000. The Retainer shall be paid in quarterly installments in shares of the Company's common stock, par value $0.01 per share ("Shares"), pursuant to and under the Company's stock option plan (the "Plan"). The number of Shares awarded to Consultant for each quarter during such fiscal year shall be calculated by dividing (a) $25,000 by (b) the trailing 10 day average closing price of the Company's common stock on the [_____________] exchange system prior to the end of such fiscal quarter.

(2) The Retainer due to Consultant hereunder shall be paid by the Company in four equal installments, each within 30 days following the end of each Company fiscal quarter.

(3) Consultant shall also be eligible to receive an annual bonus in an amount determined by the Company's board of directors (the "Board") of the Company. Such bonus shall be paid in Shares pursuant to and under the Plan, based upon the trailing 10 day average closing price of the Company's common stock on the [_____________] exchange system prior to the end of the fiscal year. The bonus shall be determined in the discretion of the Board, including any specific performance standards determined by the Board.

(4) Consultant agrees to perform his services under this Agreement in a manner consistent with this Agreement and any instructions which may from time to time be given by the Board.

(5) This Agreement shall be effective starting with the fiscal year which begins on [_____________], and shall continue in effect thereafter until terminated as herein described. This Agreement is terminable by either the Company or Consultant upon thirty (30) days prior notice to the other.

(6) 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 Consultant in whole or in part without the prior written consent of Company. Any transfer, assignment, delegation or sublicense by Consultant 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: ________________________________

CONSULTANT

By: __________________________________
Print Name: ___________________________
Title: ________________________________