(Typically given to executives with a definite term of employment)

Employment Agreement dated as of [specify], by and between [specify Name of Company], a [specify state] corporation with its principal place of business at [specify address] (the "Company"), and [specify Name of Employee] (the "Employee").

WHEREAS, effective January 1, 1994 the Company and the Employee entered into an employment agreement, which agreement terminated December 31, 1996; and

WHEREAS, the Company desires to continue to employ the Employee, and the Employee desires to continue his employment with the Company; and

WHEREAS, the Company and the Employee wish to set forth the terms and conditions of the Employee's employment with the Company.

NOW, THEREFORE, in consideration of the mutual promises, warranties and covenants set forth below, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Employment. Effective as of the commencement date described in Section 2 below, the Company employs the Employee and the Employee accepts employment by the Company upon the terms and conditions hereafter set forth.

2. Term of Employment. The employment of the Employee under this Agreement shall commence as of January 1, 1997 and terminate on December 31, 1998. Thereafter, this Agreement shall be extended automatically for successive terms of One (1) year unless (i) the Company or the Employee shall give written notice of termination to the other party hereto at least Sixty (60) days prior to the termination of the initial term of employment hereunder or any renewal term thereof, or (ii) unless earlier terminated as herein provided. The initial term of this Agreement and any renewal term thereof are hereinafter collectively referred to as the "Employment Period."

3. Scope of Duties. During the Employment Period, the Employee shall be employed as [specify] as well as such other duties and responsibilities which may be assigned to him by a Company manager or official. The Employee shall perform such service in good faith and comply with all rules, regulations and policies established or issued by the Company.

4. Extent of Service. The Employee shall devote his entire time, attention and energies to the business of the Company, and shall not during the Employment period engage in any other business activity which in the judgment of the Company conflicts with the duties of the Employee hereunder.

5. Compensation. In consideration of the services rendered by the Employee hereunder, the Company shall pay the Employee an aggregate base salary of [specify] per annum (the "Base Salary"), payable weekly. In addition to the Base Salary, the Employee shall also be paid (specify). The Employee shall also be entitled to (i) the use of an automobile provided by the Company, and (ii) medical, life insurance, disability and other such benefits which the Company may from time to time make available generally to its employees in accordance with the terms of such benefit and welfare plans.

6. Business Expenses. During the Employment period, the Company shall reimburse the Employee for all reasonable and necessary travel expenses and other disbursements incurred by him for or on behalf of the Company in the performance of his duties hereunder (hereinafter referred to as "Business Expenses") upon presentation by the Employee to the Company of appropriate expense reports.

7. Death. If the Employee dies during the Employment Period, his employment hereunder shall be deemed to terminate as of the last day of the month during which his death occurs. Upon the death of the Employee, neither the Employee nor his beneficiaries or estate shall have any further rights or claims against the Company, except the right to receive:

A. The unpaid portion of the Base Salary, computed on a pro rata basis to the date of termination;

B. Any earned, but unpaid commissions or other sales incentives;

C. Unused personal and vacation days to which the Employee is entitled in accordance with Company policy;

D. Reimbursement for any unpaid business expenses; and

E. Life insurance and other post-termination benefits in accordance with the Company welfare and benefit plans.

8. Termination for Cause. Upon furnishing of notice to the Employee, the Company may terminate the employment of the Employee for cause at any time during the Employment period by reason of the Employee's (i) neglect of his duties hereunder, (ii) breach of or negligence with respect to his obligations under this Agreement, (iii) engaging in misconduct injurious to the company, or (iv) the Employee's commission of an act constituting common law fraud or a felony. If the Employee's employment is terminated by the Company for cause as herein defined, his Base Salary and his eligibility for all other benefits provided by the Company shall cease as of his termination date, after which time the Company shall have no other further liability or obligation of any kind to the Employee under this Agreement, except the Employee shall have the right to receive:

A. The unpaid portion of the Base Salary, computed on a pro rata basis to the date of termination;