THIS EMPLOYMENT AGREEMENT (the "Agreement"), effective as of _______________, is entered into by and between ____________________ (the "Employee") and______________, a ______________(state) corporation (the "Company") (collectively referred to herein as the "Parties").

The Company desires to establish its right to the employment and/or continued services of Employee in the capacity described below and on the terms, conditions, and rights of termination hereinafter set forth, and Employee is willing to accept such employment on such terms and conditions.

In consideration of the mutual agreements set forth, Employee and the Company agree as follows:

Incentive compensation payments shall be made on the dates such payments are regularly made by the Company, not to exceed thirty (30) days from the end of the quarter in which they accrued. If the Employee's employment ends for any reason during any quarter, Employee shall only be entitled to receive incentive compensation accrued during the prior quarter.

The existence of cause shall be conclusively determined by the Chief Executive Officer of the Company or his or her duly appointed agent. If Employee's termination is for cause, the Company's obligations to pay Employee's base salary shall terminate as of the last day of Employee's active employment with the Company. Employee shall not be entitled to receive any incentive compensation for the fiscal year in which his employment is terminated if his employment is terminated for cause.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and Employee has hereunto signed this Agreement, on the _______ day of ________, 20___.

Appendix A