THIS AGREEMENT made and entered into as of [specify], by and between [Name of Company], a [specify state] corporation (herein called the "Company") and [Name of Employer] (herein called "Employee").

W I T N E S S E T H

1. The Company hereby employs Employee for a term commencing on the date of this Agreement [specify], and Employee hereby accepts such employment.

2. During his employment hereunder Employee shall:

A. devote such business, time and services to the affairs of the Company as may be reasonable required by the President and the Board of Directors of the Company to carry out his duties;

B. not engage in any other business or as a consultant to any other business entity or to other individuals during the term of this Agreement, without the written consent of the Company's President; and

C. perform such duties as Vice President as may be reasonably assigned to him from time to time by the President and Board of Directors of the Company.

3. For his services performed pursuant to this Agreement, the Company shall pay to the Employee:

A. During the period of his employment, annual compensation equal to the sum of: [specify formula]

B. For a period of Two (2) years commencing on (specify), the Employee will receive an additional bonus of ten percent (10%) of commission revenue received by the Company from principals listed on Exhibit A. This payment will be made quarterly commencing with the quarter ending [specify], and continuing each quarter thereafter through the quarter ending [specify].

C. For the purpose of sub-paragraph A. hereof, annual compensation shall include the cost of all fringe benefits provided to the Employee by the Company, including, without limitation, medical, hospitalization, disability and life insurance, employee paid FICA and similar taxes, travel expenses, car allowance and other related expenses.

D. For the purpose of sub-paragraph A:

i) A monthly draw against the annual compensation plan will be established at the rate of Three Thousand Dollars ($3,000.00) per month;

ii) A car allowance against the annual compensation plan will be established at the rate of Five Hundred Dollars ($500.00) per month; and

iii)Travel expenses will be reimbursed on a monthly basis.

E. The Company shall pay the Employee pursuant to subparagraph A. quarterly, based upon commission revenue received, less advances, pursuant to subparagraph D. Within ninety (90) days after the close of each calendar quarter, the Company or the Employee, as the base may be, shall pay or repay any deficiency or excess of compensation advanced.

4. Employee agrees that during the period of his employment by the Company and for a further period of One (1) year after termination of such employment or through [specify date], whichever period is the shorter, he will not directly or indirectly as an owner, stockholder, partner, employee or otherwise engage in the business of acting as a broker of products customarily sold by the Company within the States of [specify]. Employee further agrees that during such period he will not, directly or otherwise, engage in any business on behalf of any principal or customer of the Company.

5. Employee recognizes that the business of the Company involves the use of information of a confidential nature which constitutes an asset of substantial value. Accordingly, Employee hereby covenants and agrees that during the term of this Agreement and thereafter he will not, directly or indirectly, disclose to others any such confidential information or render any service to others which would in any way involve the divulging of such information. Employee further covenants and agrees that he will not remove, without the Company's written consent, any figures, calculations, letters, papers, drawings, blueprints or copies thereof.

6. Employee agrees that the Company, at its own discretion, may apply for and procure in its own name and for its own benefit life insurance and disability insurance in any amount considered advisable; and, that he shall have no right, title or interest therein; and, further agrees to submit to any medical or other examination and to execute and deliver any application or other instrument in writing, reasonably necessary to effectuate such insurance.

7. In the event of the merger or consolidation of the Company into or with another corporation or in the event of the sale or transfer of substantially all of the Company's stock or assets to another entity, the Company shall have the right to assign all of its right, title and interest under this Agreement to the successor to its business.

8. At any time the Company may, upon delivery of written notice to the Employee, discharge him for cause or for no cause. Discharge of the Employee for cause shall mean discharge because of a) dishonesty, b) breach of this Agreement or c) other misconduct which in the judgment of the President of the Company is detrimental to the best interests of the Company.

9.

A. Employee's employment thereunder shall terminate (i) in the event of his death, as of the date of such death; (ii) in the event of Employee's discharge pursuant to Section 8 hereof, as of the date of such discharge; (iii) in the event of the Employee's inability to perform all or any substantial portion of the duties prescribed in or assigned pursuant to this agreement for a period of Thirty (30) consecutive days, Ten (10) days following written notice of such fact from the Company to the Employee; and, (iv) in the event Employee leaves the employment of the Company for any cause or reason (whether voluntary or involuntary on his or the Company's part).

B. Upon termination of the Employee's employment, all rights and obligations of the Company and Employee hereunder shall terminate except (i) any rights or causes of action arising out of the occurrences which constituted the cause of termination, (ii) the obligation not to disclose pursuant to Section 5 of this Agreement, (iii) the covenant not to compete set forth in Section 4 of this Agreement, (iv) the right of the Employee or his heirs to receive any salary or bonus which had been earned prior to termination, but not yet paid.

10. This Agreement shall be interpreted and its validity and effect determined under and in accordance with the laws of the State of [specify].

11. This Agreement embodies the entire agreement and understanding between the Company and Employee and supersedes all prior agreements and understandings relating to the matter of employment of Employee by the Company. This Agreement may be modified or amended only in writing signed by Employee and by an officer of the Company on behalf of the Company.

12. Until advised otherwise in writing, all notices, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if sent by registered mail to the following addresses:

If to the Company: [specify address]

If to the Employee: [specify address]

13. This Agreement may be executed in as many counterparts as desired by the parties; any one of which shall have the force and effect of an original.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed and its corporate seal to be hereunto affixed by its duly authorized officers, and Employee has hereto set his hand and seal on the date first above written.

Attest: