EMPLOYMENT AGREEMENT TOP MANAGEMENT

THIS AGREEMENT (the "Agreement") made effective the _____ day of _________________, 20___, by and between _______________________________, a _______________________________ (hereinafter called the "Corporation"), and _______________________________(hereinafter called the "Employee"), whose residence address is _____________________________________.

                  W I T N E S S E T H:

In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, upon the following terms and conditions:

ARTICLE I

DUTIES AND OBLIGATIONS

1.1  Appointment.  The Employee is hereby employed by the Corporation to render services on behalf of the Corporation as [Chief Operations Officer; Chief Financial Officer; Chief Executive [Paragraph Omitted But Included In Fully Licensed Version]

1.2  Acceptance of Employment.  Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee’s time, energy and ability to the interests of the Corporation, and to perform Employee’s duties in an efficient, trustworthy and business-like manner.

1.3  Devotion of Time to Employment.  The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation.  The Employee shall provid [Paragraph Omitted But Included In Fully Licensed Version]

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 [Paragraph Omitted But Included In Fully Licensed Version]

2.2         Basic Compensation. The Corporation shall pay to Employee basic compe [Paragraph Omitted But Included In Fully Licensed Version] 

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 the sole discretion of t [Paragraph Omitted But Included In Fully Licensed Version]

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 approved by the Board of Directors, (ii) health insurance coverage under the same terms as offered to other employees of the Corporation, (iii) retirement and [Paragraph Omitted But Included In Fully Licensed Version]

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 income tax purposes for all or any part [Paragraph Omitted But Included In Fully Licensed Version]

2.7         Withholding.  All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and  other withholdings and similar taxes and payments required by applicable law.

2.8         Stock Options.  [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE III

QUALIFICATIONS

3.1  Qualifications of Employee.  [Paragraph Omitted But Included In Fully Licensed Version]

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.   [Paragraph Omitted But Included In Fully Licensed Version]

b.   T [Paragraph Omitted But Included In Fully Licensed Version]

c.   _______ (___) year(s) from the effective date hereof, provided, that this Employment Agreement shall automatically renew [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE V

PROFESSIONAL FEES

The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged by the Corporation.  All sums paid to the Employee or the Corporation in [Paragraph Omitted But Included In Fully Licensed Version]

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 Corporation and n [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE VII

POLICIES AND PROCEDURES

The Corporation shall have the authority to establish from time to time the policies and procedures to [Paragraph Omitted But Included In Fully Licensed Version]

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 bec [Paragraph Omitted But Included In Fully Licensed Version] (xi) a finding that Employee has committed negligence or misconduct that materially departs from the standard of care applicable to Employee or the duties assigned to Employee hereunder; that Employee has fail [Paragraph Omitted But Included In Fully Licensed Version]d 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 [Paragraph Omitted But Included In Fully Licensed Version]

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 that the [Paragraph Omitted But Included In Fully Licensed Version]

b.   The term "partial disability" shall mean that the Employee is able to perform, to some extent, on [Paragraph Omitted But Included In Fully Licensed Version]

c.   The term "normal monthly salary" shall mean the salary which the Employee is being paid by the Corporation per month as of the commenc [Paragraph Omitted But Included In Fully Licensed Version]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 Corporatio [Paragraph Omitted But Included In Fully Licensed Version]

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.   [Paragraph Omitted But Included In Fully Licensed Version]

b.   [Paragraph Omitted But Included In Fully Licensed Version]

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 pa [Paragraph Omitted But Included In Fully Licensed Version]

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 p [Paragraph Omitted But Included In Fully Licensed Version]

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 [Paragraph Omitted But Included In Fully Licensed Version]

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, shall be the 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 majority of three (3) competent physicians, one (1) of whom shall be selected by the Corporation, one (1) of whom shall be selected by the Employee 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 [Paragraph Omitted But Included In Fully Licensed Version]

9.10    American’s With Disabilities Act.  [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE X

RESTRICTIVE COVENANTS

10.1 Restrictive Covenants.  The Employee acknowledges that the Corporation, through its employment of the Employee, has provided the Employee with confidential information, business and professional contacts, stock ownership in the Corporation, and the ability to service and otherwise have access to the Corporation's clients.  The Employee further acknowledges that such confidential information, business and professional contacts, and the ability to service and otherwise have access to the Corporation's clients are the result of his employment by the Corporation.  In consideration of the foregoing and of the benefits generally provided to the Employee by the Corporation pursuant to the terms of this Agreement and otherwise, the Employee agrees to abide and be bound by the restrictions and prohibitions of this Article, which restrictions are intended by the parties to extend to any and all activities of the Employee, whether as an independent contractor, partner or joint venturer, or as [Paragraph Omitted But Included In Fully Licensed Version]upported by good and adequate consideration.

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, whether the termination [Paragraph Omitted But Included In Fully Licensed Version]

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 sources [Paragraph Omitted But Included In Fully Licensed Version]

10.4 Solicitation.  The Employee further agrees that during the term of this Agreement and following the [Paragraph Omitted But Included In Fully Licensed Version]

10.6 Covenants Independent.  Each restrictive covenant on the part of the Employee set forth in this Agreement shall be construed as a covenant independent of any other covenant or provisions of t [Paragraph Omitted But Included In Fully Licensed Version]

10.7 Proprietary Creations. All processes, inventions, patents, copyrights, trademarks, and other intangible rights (collectively the  "Inventions") that may be conceived or developed by Employee, either alone or with others, during the term of Employee's employment, whether or not conceived or developed [Paragraph Omitted But Included In Fully Licensed Version]

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 [Paragraph Omitted But Included In Fully Licensed Version] 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 against public policy, each covenant sha [Paragraph Omitted But Included In Fully Licensed Version]

10.9 Injunctive and Equitable Relief.  Employee and Corporation recognize and expressly agree that the extent of damages to Corporation in the event of a breach by Employee of any restrictive covenant set forth herein would be impossible to ascertain, that the irreparable harm arising out o [Paragraph Omitted But Included In Fully Licensed Version]

10.10 Venue; Court Proceedings.  The Employee and the Corporation hereby agree that the venue of any action, proceeding, counterclaim, crossclaim, or other litigation relating to, involving, or resulting from the enforcement of this covenant shall be in ____________________.  In any action or proceeding by Employee relating to or involving the enforcement of the covenant, and any counterclaim, crossclaim or other litigation which may be asse [Paragraph Omitted But Included In Fully Licensed Version]

10.11  Indemnification.  The Employee hereby agrees to indemnify and hold the Corporation and its officers, directors, shareholders and employees harmless from and against any loss, claim, damage or expense, and/or all costs of prosecution or defense of their rights hereunder, whether in judicial proceedings, including appellate proceedings, or whether out of court, including without limiting the generality of the foregoing, attorneys' fees, and all costs and expenses of litigation, arising from or growing out of the Employee's breach or threatened breach of any covenant contained herein.

10.12 Acknowledgment.  The Employee acknowledges that when this Agreement is concluded, the Employee will be able to earn a living without violating th [Paragraph Omitted But Included In Fully Licensed Version]

10.13 Survival of Covenants.  All restrictive covenants contained in this Agreement shall survive the termination of this Agreement.

ARTICLE XI

MISCELLANEOUS

11.1 Limitations on Authority.  Without the express written consent from the Corporation, the Employee shall have no apparent or implied authority to: (i) Pledge the credit of the Corporation or any of its other employees; (ii) Bind the Corporation under any contract, agreement, note, mortgage or otherwise; (iii) Release or discharge any debt due the Corporation unless the Corporation has received the full amount thereof; or (iv) sell, mortgage, transfer or otherwise dispose of any assets of the Corporation.

11.2 Representation and Warranty of Employee.  The Employee acknowledges and understands that the Corporation has extended employment opp [Paragraph Omitted But Included In Fully Licensed Version]

11.3 Invalid Provision; Severability.  The invalidity or unenforceability of a particular provision of this Agreement shall not [Paragraph Omitted But Included In Fully Licensed Version]

11.4 Modification.  No change or modification of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

11.5 Applicable Law and Binding Effect; No Waiver.  This Agreement shall be construed and regulated under and by the laws of the State of Florida, and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns; but may not be assigned except as otherwise provided elsewhere herein.

11.6 Entire Agreement.  This Agreement contains the entire agreement and supersedes all prior agreements and understandings, oral or written, with respect to the subject matter hereof.  This Agreement may be changed only by an agreement in writing signed by the party against whom any waiver, change, amendment, modification, or discharge is sought.

11.7  Notices.  Any and all notices or other communication provided for herein, shall be given by registered or certified mail, return receipt requested, in case of the Corporation to its principal office, and in the case of the Employee to the Employee's residence address set forth on the first page of this Agreement or to such other address as may be designated by the Employee.

11.8    Attorneys' Fees.  In the event that either party is required to engage the services of legal counsel to enforce the terms and conditions of this Agreement against the other party, regardless of whether such action results in litigation, the prevailing party shall be entitled to reasonable attorneys' fees, costs of legal assistants, and other costs from the other party, which shall include any fees or costs incurred at trial or in any appellate proceeding, and expenses and other costs, including any accounting expenses incurred.

IN WITNESS WHEREOF, the undersigned parties hereby execute this Agreement on the ____ day of ____________, 20__, to be effective the date first set forth above.

_____________________________

Attest:

By:_______________________        By:_____________________________

   __________________, Secretary          __________________, President

(CORPORATE SEAL)

              "CORPORATION"

Witnesses as to Employee:

_________________________         ________________________________

_________________________

  "EMPLOYEE"