(For Executives)

The parties to this Agreement dated [specify] are [Name of Company] a [specify State and type of company] (the "Company"), and [Name of Employee] (the "Executive").

The Company wishes to employ the Executive, and the Executive wishes to accept employment with the Company, on the terms and subject to the conditions set forth in this Agreement. It is therefore agreed as follows:

1. Employment.  The Company shall employ the Executive, and the Executive shall serve the Company, as a [specify] of the Company, with such duties and responsibilities as may be assigned to the Executive by the President of the Company and as are normally associated with a position of that nature. The Executive shall devote his best efforts and all of his business time to the performance of his duties under this Agreement and shall perform them faithfully, diligently and competently and in a manner consistent with the policies of the Company as determined from time to time by an officer of or President of the Company. The Executive shall report to the General Manager, [specify] Office of the Company. The Executive shall not engage in activities outside the scope of his employment if such activities would detract from or interfere with the fulfillment of his responsibilities or duties under this Agreement or require substantial time or services on the part of the Executive. The Executive shall not serve as a director (or the equivalent position) of any company or other entity and shall not receive fees or other remuneration for work performed either within or outside the scope of his employment without the prior written consent of the President of the Company. This consent shall not be unreasonably withheld.

2. Term of Employment.  The Executive's employment by the Company under this Agreement shall commence on the date of this Agreement and, subject to earlier termination pursuant to section 5 or 7, shall terminate on [specify date]. This Agreement may also be extended as needed by a written amendment as discussed in section 16.

3. Compensation.  As full compensation for all services rendered by the Executive to the Company under this Agreement, the Company shall pay to the Executive the compensation set forth in Schedule A attached hereto. This schedule may be amended from time to time in writing by the Company and the Executive.

4. Fringe Benefits; Expenses.

A. The Executive shall be entitled to receive all health and pension benefits, if any, provided by the Company to its employees generally and shall also be entitled to participate in all benefit plans, if any, provided by the Company to its employees generally.

B. The Company shall reimburse the Executive for all reasonable and necessary expenses incurred by him in connection with the performance of his services for the Company in accordance with the Company's policies, upon submission of appropriate expense reports and documentation in accordance with the Company's policies and procedures. The Company will reimburse the Executive for the expenses involved with his acquisition and business related use of a portable cellular telephone.

C. The Executive shall be entitled to Three (3) weeks paid vacation time annually, to be taken at times selected by him, with the prior concurrence of the General Manager to whom the Executive is to report.

5. Disability or Death.

A. If, as the result of any physical or mental disability, the Executive shall have failed or is unable to perform his duties for a period of Sixty (60) consecutive days, the Company may, by notice to the Executive subsequent thereto, terminate his employment under this Agreement as of the date of the notice without any further payment or the furnishing of any benefit by the Company under this Agreement (other than accrued and unpaid base salary and commissions and expenses and benefits which have accrued pursuant to any plan or by law).

B. The term of the Executive's employment under this Agreement shall terminate upon his death without any further payment or the furnishing of any benefit by the Company under this Agreement (other than accrued and unpaid base salary and commissions and expenses and benefits which have accrued pursuant to any plan or by law).

6. Non-Competition; Confidential Information; Inventions.

A. During the term of the Executive's employment under this Agreement, the Executive shall not, directly or indirectly, engage or be interested (as a stockholder, director, officer, employee, salesperson, agent, broker, partner, individual proprietor, lender, consultant or otherwise), either individually or in or through any person (whether a corporation, partnership, association or other entity) which engages, anywhere in the United States, in a business which is conducted by the Company on the date of termination of his employment, except that he may be employed by an affiliate of the Company and hold not more than 2% of the outstanding securities of any class of any publicly held company which is competitive with the business of the Company.

B. The Executive shall not, directly or indirectly, either during the term of the Executive's employment under this Agreement or thereafter, disclose to anyone (except in the regular course of the Company's business or as required by law), or use in any manner, any information acquired by the Executive during his employment by the Company with respect to any clients or customers of the Company or any confidential or secret aspect of the Company's operations or affairs unless such information has become public knowledge other than by reason of actions (direct or indirect) of the Executive. Information subject to the provisions of this paragraph shall include, without limitation:

(i) procedures for computer access and passwords of the Company's clients and customers, program manuals, user manuals or other documentation, run books, screen, file, or database layouts, systems flow charts, and all documentation normally related to the design or implementation of any computer programs developed by the Company relating to computer programs or systems installed either for customers or for internal use;