____________________________, referred to as EMPLOYER, and

____________________________, referred to as EMPLOYEE, agree:

EMPLOYEE is engaged to act as ___________________ for _________

__________________ beginning on ____________.

As to those items not specified herein, the relationship between

the parties shall be governed by the general employment manual,

dated _______________, and any additions and replacements thereto.

As compensation for EMPLOYEE's services herein, EMPLOYEE shall

receive a commission of ___________________________________ by

EMPLOYEE. Said commission shall only be paid upon fully collected

sales. Should EMPLOYER determine, in its sole discretion, to allow

commissions on sales on credit or other than fully collected

sales, EMPLOYEE shall be liable to repay any sums advanced on

sales not collected.

A draw account for EMPLOYEE shall be established, and EMPLOYER

shall set off against any draws received commissions earned by the

EMPLOYEE.

EMPLOYER may during the course of EMPLOYEES service reveal certain

confidential/trade secret or proprietary information to EMPLOYEE.

The items which are confidential/trade secret or proprietary

information shall be identified as confidential. Without specific

EMPLOYEE shall for a period of ________ after termination of

employment not accept employment with the following firms:

__________________________________________________________________

EMPLOYEE agrees that the duties herein shall be full time.

EMPLOYEE shall not engage in other business ventures or employment

without the prior approval of EMPLOYER.

EMPLOYEE agrees to promptly disclose to EMPLOYER any inventions or

processes discovered by the EMPLOYEE which are made at the behest

or in connection with the duties of employee, or which are

reasonably related to the business of EMPLOYER during the term of

employment, and shall assign all rights in said inventions or

processes to EMPLOYER.

EMPLOYEE shall execute any documents reasonably requested by

EMPLOYER for patents or other legal steps which EMPLOYER may

desire to prefect its rights in the inventions.

EMPLOYER may terminate this agreement upon __________ notice to

the EMPLOYEE. Upon termination, EMPLOYEE shall return all

materials from EMPLOYER to the EMPLOYER.

Any disputes under this agreement, including those relating to

non-competition shall be submitted to arbitration with a single

arbitrator under the rules of the ___________________________

___________. Any ruling made by the arbitrators shall be final and

may be entered as a judgment in any court of competent

jurisdiction.

Agreed to on this the ________ day of ________________, 19_____.

_______________________________________________

____________________________, by an authorized officer

______________________________________________