ARTICLE II

COMPENSATION

2.1  Compensation.  The Corporation shall pay to the Employee for each twelve (12) month term of this Agreement basic and bonus compensation as set froth in this Agreement.  Such [Portions Omitted - included In fully Licensed Version]l be paid in monthly installments on the last day of each month or in such other convenient installments as determined by the Corporation from time to time.  In consider [Portions Omitted - included In fully Licensed Version] under this Agreement, Employee shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth.

2.2         Basic Compensation. The Corporation shall pay to Employee basic compensation in an amount equal _______________________________ dollars per year, payable in equal monthly installments. 

2.3  Bonus.  From time to time, the Corporation may pay to Employee a bonus out of net revenues of the Corporation. Payment of any bonus compensation shall be at [Portions Omitted - included In fully Licensed Version]f the Board of Directors and the Employee shall have no entitlement to such amount absent a decision by the C [Portions Omitted - included In fully Licensed Version]foresaid to make such bonus compensation.

2.4  Benefits.   The Corporation shall provide Employee with such benefits as are provided to other senior management of the Corporation.  Benefits shall include at a minimum (i) paid vacation of ____ days per year, at such times as [Portions Omitted - included In fully Licensed Version]her employees of the Corporation, (iii) retirement and profit sharing programs as offered to other [Portions Omitted - included In fully Licensed Version] Company, (iv) paid holidays as per the corporation’s policies, and (v) such other benefits and perquisites as are approved by the Board of Directors.  The Corporation has the right to modify conditions of parti [Portions Omitted - included In fully Licensed Version]viders of such benefits in its sole discretion.  The Employee shall be reimbursed for out of pocket expenses that are pre-approved by the Corporation, subject to the Corporation’s [Portions Omitted - included In fully Licensed Version]therefore, and only for such items that are a necessary and integral part of the Employee’s job functions.

2.5  Non Deductible Compensation.  In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent jurisdiction for federal in [Portions Omitted - included In fully Licensed Version] Corporation or any other shareholder or employee of the Corporation, shall be required by the Internal Revenue Service to pay a deficiency on account of such di [Portions Omitted - included In fully Licensed Version]ther individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with re [Portions Omitted - included In fully Licensed Version]t shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal, or local taxing authorities.

2.7         Withholding.  All sums payable to Employee under this Agreement will be reduced by all feder [Portions Omitted - included In fully Licensed Version] withholdings and similar taxes and payments required by applicable law.

2.8         Stock Options.  Following one (1) full year of Employment, Employee shall be considered for [Portions Omitted - included In fully Licensed Version]s Employee Stock Option Plan in accordance with the terms of such plan.

ARTICLE III

QUALIFICATIONS

3.1  Qualifications of Employee.  The employee shall, as a condition of this Agreement, satisfy all of the [Portions Omitted - included In fully Licensed Version] and in good faith established by the Board of Directors.

ARTICLE IV

TERM

4.1  Term of Agreement.  The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until the earlier of:

a.   The effective date of any subsequent employment agreement between the Corporation and [Portions Omitted - included In fully Licensed Version];

b.   The effective date of any termination of employment as provided elsewhere herein; or

c.   _______ (___) year(s) from the effective date hereof, provided, that this Employment Agreement shall automatically renew for successive periods of _______ (___) years each unless either party gives written notice to other that it does not wish to automatically renew this Agreement, which [Portions Omitted - included In fully Licensed Version]days and no more than 90 days prior to the expiration of the applicable term.

ARTICLE V

PROFESSIONAL FEES

The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fee [Portions Omitted - included In fully Licensed Version]l, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corpora [Portions Omitted - included In fully Licensed Version]l be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate.

ARTICLE VI

CLIENTS AND CLIENT RECORDS

The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the [Portions Omitted - included In fully Licensed Version]h professional employee of the Corporation will handle each such client.  All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of this Agreement.

ARTICLE VII

POLICIES AND PROCEDURES

The Corporation shall have the authority to establish from time to time the policies and procedures to be [Portions Omitted - included In fully Licensed Version] Employee in performing services for the Corporation.  Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services.   Employee [Portions Omitted - included In fully Licensed Version]with the terms and conditions of any and all contracts entered by the Corporation.

ARTICLE VIII

TERMINATION

8.1  Termination By Written Agreement.  This Agreement may be terminated in writing by mutual agreement of the Employee and the Corporation.

8.2  Termination for Cause.  The Corporation may terminate this Agreement at any time without notice if the Employee becomes unfit to properly perform the anticipated services on behalf of the Corporation because of any good and sufficient cause, which term shall include but not be limited to (i) unreasonable and/or abusive use [Portions Omitted - included In fully Licensed Version]sive and/or dependent use of narcotic or other addictive substance, including, but not limited to, amphetamines, barbiturates, LSD, etc., so as to render the Employee unfit to perform the services intended hereunder, in the sole judgment of the Boar [Portions Omitted - included In fully Licensed Version]attern of conduct which tends to hold the Corporation or other employees of the Corporation up to ridicule in the community; (iii)  conduct disloyal to the Corporation, including pe [Portions Omitted - included In fully Licensed Version]Employee or the account of a third party; (iv) insufficient productivity (in the judgment of the Corporation); (v) failure of the Empl [Portions Omitted - included In fully Licensed Version]y and satisfactorily perform the duties assigned to the Employee hereunder; (vi)  conviction of any crime of moral turpitude, or the engaging by Employee in any illegal or criminal affairs; (vii) an incident or incidents of malpractice, misfeasa [Portions Omitted - included In fully Licensed Version]ults in substantial damage to the Corporation;  (viii) any legal restriction on Employee's right to render services contemplated hereunder; (ix)  the election of the Employee to a public office or the Employee's acceptance of other employment that, pursuant t [Portions Omitted - included In fully Licensed Version]on Employee's continued rendering of the professional services contemplated hereunder; (x) a finding that Employee has cOmitted any act that casts the Company in public disrepute; that Employee has been advised that he or she is a target or subject of a [Portions Omitted - included In fully Licensed Version]or similar proceeding or investigation (which Employee shall promptly communicate to the Company); that Employee has been indicted, pleads guilty or nolo contendere, or is convicted of any felony; or that Employee has otherwise cOmitted any act or [Portions Omitted - included In fully Licensed Version]; (xi) a finding that Employee has cOmitted negligence or m [Portions Omitted - included In fully Licensed Version]standard of care applicable to Employee or the duties assigned to Employee hereunder; that Employee has failed or refused to comply with his or her duties or the instructions of Employee's senior officers; [Portions Omitted - included In fully Licensed Version]inattentive to his or her duties or habitually absent from his or her work; or (xii) if the Employee violates any provision of this Agreement, is given written notice thereof, and s [Portions Omitted - included In fully Licensed Version] corrected within thirty (30) days after the delivery of such notice to Employee.  Such termination shall be effective upon the delivery of written notice thereof to the Empl [Portions Omitted - included In fully Licensed Version] may be designated in said notice, and the Employee shall vacate the offices of the Corporation on or before such effective date.

8.3         Compensation After Notice of Termination.   After notice of termination has been given by either Corporation or Employee, as provided in this Article, Emplo [Portions Omitted - included In fully Licensed Version]the notice period has expired.  It is understood that after the written notice is given by either Corpo [Portions Omitted - included In fully Licensed Version]of the Employee's time to the Employee's normal services for the Corporation during the notice period, with sufficient time allowed, in the sole discretion of the Corporation, for Employee to seek new employment.

ARTICLE IX

DISABILITY OF EMPLOYEE

9.1  Definitions.  For purposes of this Agreement, whenever used in this Article XII:

a.   The term "total disability" shall mean [Portions Omitted - included In fully Licensed Version]any aspect of the Employee's normal duties as set forth in this Agreement.

b.   The term "partial disability" shall mean t [Portions Omitted - included In fully Licensed Version] but that the Employee is unable, mentally or physically, to devote the same amount of time to such services as was devoted prior to the occurrence of such sickness or accident.

c.   The term "normal monthly salary" shall mean the [Portions Omitted - included In fully Licensed Version]nth as of the commencement date of the period of disability, as specified hereinabove or as determined by the Board of Directors pursuant to the terms hereof.

9.2  Total Disability.  During a single period of total disability of the Employee, the Employee shall be entitled to receive from the Corporation, the Employee's normal monthly salary fo [Portions Omitted - included In fully Licensed Version] beyond three (3) months, the Employee shall receive only such amount as the Employee shall be entitled to receive under disability insurance coverage on the Employee, if any. 

9.3  Partial Disability.  During a period of partial disability of the Employee, the Employee shall receive an amount of compensation computed as follows:

a.   That portion of the Employee's normal monthly basic compensation which bears the same ratio to the Employee's normal monthly basic compensation as the amount o [Portions Omitted - included In fully Licensed Version]d bears to the total time the Employee devoted to performing such services prior to the commencement date of the single period of disability, and

b.   Such amount shall be calculated by multiplying the Employee’s basic compensation by a fraction, the numerator of which shall be the percentage of normal services that [Portions Omitted - included In fully Licensed Version]be the total services that the Employee is able to perform absent the partial disability.

9.4  Combination of Total and Partial Disability.  If a single period of disability of the Employee consists of a combination of total disability and partial disability, the ma [Portions Omitted - included In fully Licensed Version]exceed an amount equal to one (1) times the Employee's normal monthly basic compensation.

9.5  Broken Periods of Disability.  A period of disability may be continuous or broken.  If broken into partial periods of disability which are separated by intervening periods of work, there shall be aggregated together all of such successive pa [Portions Omitted - included In fully Licensed Version] single period of work extends for six (6) months or longer; and such aggregated periods of disabil [Portions Omitted - included In fully Licensed Version]ovision of this Section.

9.6         Termination Due to Disability.  If and when the period of total or partial disability of the Employee totals three (3) months, the Employee's employment with the [Portions Omitted - included In fully Licensed Version]oing, if the disabled Employee and the Corporation agree, the disabled Employee may thereafter be employed by the Corporation upon such terms as may be mutually agreeable.

9.7         Commencement Date of Disability.  The commencement date of a period of disability, whether it be a continuous period or the aggregate of successive partial periods, s [Portions Omitted - included In fully Licensed Version]he first day on which the Employee is disabled.

9.8  Dispute Regarding Existence of Disability.  Any dispute regarding the existence, extent or continuance of the disability shall be resolved by the determination of a m [Portions Omitted - included In fully Licensed Version] and the third (3rd) of whom shall be selected by the other two (2) physicians so selected.

9.9         Death of Employee.  In the event the Employee shall die during the term hereof, the Corporation shall pay to the Employee's surviving spouse, or if the Employee shall [Portions Omitted - included In fully Licensed Version]ounts as may have been earned by the Employee prior to the Employee's date of death, but which were unpaid at date of death.

9.10    American’s With Disabilities Act.  Notwithstanding any other term or condition hereof, the Corporation shall comply with the Americans With Disabilities Act with respect [Portions Omitted - included In fully Licensed Version].

ARTICLE X

RESTRICTIVE COVENANTS

10.1 Restrictive Covenants.  [Portions Omitted - included In fully Licensed Version]

10.2 Hiring.  The Employee agrees that during the Employee's employment with the Corporation and for a period of two (2) years following the termination of this Agreement, w [Portions Omitted - included In fully Licensed Version]r employee or independent contractor of the Corporation or otherwise encourage or attempt to encourage any other employee or independent contractor of the Corporation to leave the Corporation's employ.

10.3    Confidentiality; Disclosure; Proprietary Information.  Employee recognizes and acknowledges that all records with respect to clients, business associates, customer or referral lists, contracting parties and referral s [Portions Omitted - included In fully Licensed Version]n, and all personal, financial and business and proprietary information of the Corporation, its employees, officers, directors and shareholders obtained by the Employee during the term of this Agreement [Portions Omitted - included In fully Licensed Version]are valuable, special and unique and proprietary assets of the Corporation's business.  The Employee hereby agrees that during the term of this Agre [Portions Omitted - included In fully Licensed Version]nd following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, or whether the termination is solely due to the expiratio [Portions Omitted - included In fully Licensed Version]y or indirectly, disclose any Confidential Information, in full or in part, in written or other form, to any person, firm, corporation, association or other entity, or utilize the same for any reason or purpose whatsoever other than for the benefit of and pursuant to authorization granted by the Corporation.  "Confidential Information" shall also include any infor [Portions Omitted - included In fully Licensed Version]echnique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers) that:  (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the [Portions Omitted - included In fully Licensed Version]ntain its secrecy.  In the case of Company's business, Company's Trade Secrets include (without limitation) information regarding names and addresses of any customers, sales personnel, acco [Portions Omitted - included In fully Licensed Version]rospective customer leads, in whatever form, whether or not computer or electronically accessible "on-line."

10.4 Solicitation.  The Employee further agrees that during the term of this Agreement and following the termination of this Agreement, whether the termination shall b [Portions Omitted - included In fully Licensed Version]mination is solely due to the expiration of the term of this Agreement, the Employee will not, in any manner or at any time, solicit or encourage any person, firm, corporation or other business entity who are clients, business associates or referral s [Portions Omitted - included In fully Licensed Version] the Corporation to cease doing business with the Corporation or to do business with the Employee.

10.6 Covenants Independent.  Each restrictive covenant on the part of the Employee set forth in t [Portions Omitted - included In fully Licensed Version]ovenant or provisions of this Agreement or any other agreement which the Corporation and the Employee may have, fully performed and not executory, and the existence of any cl [Portions Omitted - included In fully Licensed Version]redicated upon another covenant or provision of this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of any other covenant.

10.7 Proprietary Creations. All processes, inventions, patents, copyrights, trademarks, and other intangible rights (collectively the  "Inventions") that may be conceived or [Portions Omitted - included In fully Licensed Version]oyee's employment, whether or not conceived or developed during Employee's working  hours, and with respect to which the equipment, supplies, facilities, or trade secret information of Company  was used, or that relate at the time of conception or reducti [Portions Omitted - included In fully Licensed Version]oration's actual or demonstrably anticipated research and development, or that result  from any work performed by Employee for Corporation, will be the sole property of Corporation, and shall be considered “works for hire”, and  Employee hereby assigns t [Portions Omitted - included In fully Licensed Version]uch  Inventions.  Employee must disclose to Corporation all inventions conceived during the term of employment,  whether or not the invention constitutes property of Corporation under the terms of the preceding sentence,  but such disclosure will be received by [Portions Omitted - included In fully Licensed Version].  Employee must execute all documents,  including patent applications and assignments, required by Corporation to establish Corporation's rights under  this Section. For pur [Portions Omitted - included In fully Licensed Version] "Inventions" shall mean all intellectual property rights, including all Trade Secrets, U.S. and international copyrights, patentable inventions, discoveries and improvements, a [Portions Omitted - included In fully Licensed Version]echnology or other work product that

relates to the business and interests of the Company and that Employee conceives, develops, or delivers to the Company at any time during the term of Employee's employment.  "Inventions" shall also include all intellectual property rights in an [Portions Omitted - included In fully Licensed Version]ontained in any of the products or systems (including development and support systems) of the Company to the extent Employee conceived, developed or delivered such Inventions to the Compan [Portions Omitted - included In fully Licensed Version]pendent contractor or employee of the Company.  Employee hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Inventions recognized by applicable law.

10.8 Divisibility of Covenant Areas and Periods.  If any portion of the restrictive covenants contained herein is held to be unreasonable, arbitrary or agai [Portions Omitted - included In fully Licensed Version] to time and geographical area; and each one (1) month of the specified period shall be deemed to be a separate period of time and each one-half (1/2) mile radius segment of t [Portions Omitted - included In fully Licensed Version]o that the maximum lesser time and geographical area shall remain effective so long as the same is not unreasonable, arbitrary or against public policy.