each party as to itself and himself.

      2.  Employment.  The Employer shall employ the Employee as (title) (the "Position").  The Employee accepts such employment upon the terms and conditions which are hereinafter set forth. 

      3. Duties.   The Employee shall report to (and shall have only such authority as shall be granted to him by) the Employer’s Lead Developer, President and/or Chief Executive Officer.  The Employee shall perform such duties as may be assigned by the Employer’s, President and/or Chief Executive Officer or other Senior Person(s) at the direction of the Chief Executive or President,  provided such duties are commensurate with his Position.  Such duties to be performed by the Employee shall include, but shall not be limited to, the duties set forth in Exhibit "A", which is annexed hereto and made a part hereof. 

      4. Location/Office Space.  The Employee’s services shall be performed at such location or locations in the United States as may be determined by the Employer from time to time, in its sole and absolute discretion including, but not limited to, the Employee's residence (from time to time).  . The Employer shall provide, at its expense, such office space, equipment and furniture and support staff as the Employer shall, in its sole and absolute discretion, determine is required for the performance of the Employee’s duties.  Any equipment, including, but not limited to, office and computer equipment and software which is purchased or provided by the Employer for the benefit, and/or use, of the Employee shall at all times remain the property of the Employer and shall be returned to the Employer upon the termination of the Employee, pursuant to Article “13” of this Agreement, and shall be in good working order and operating condition and repair upon such return subject to reasonable wear and tear in the course of the equipment’s intended and reasonable usage. 

      5. Term.  The term of this Agreement shall commence as of “starting date” and, unless sooner terminated as hereinafter provided, shall continue for a period of one (1) year until “termination date” (the “Term”).  The Term of this Agreement and the Employee's employment shall automatically terminate upon the date of the death of the Employee or upon the date of the Total Disability (as defined in Article "12" of this Agreement) of the Employee, and the Employer shall have the right to terminate the Employee's employment for Cause (as defined in Article "13" of this Agreement).  The Employer shall also have the right to terminate the Employee's employment without cause (as defined in Article "13" of this Agreement) upon thirty (30) days prior written notice (the “Termination Notice”), pursuant to paragraph "C" of Article "24" of this Agreement.  Such termination of the Employee's employment shall not constitute a breach of this Agreement by the Employer and the Employer's sole obligation to the Employee shall be to provide Severance Compensation to the Employee as defined in paragraph “D” of article “6”.The Employee shall have the right to resign his position under this Agreement if he gives the Employer at least three months notice of his intention to do so in writing pursuant to Paragraph “C” of Article “24” of this Agreement. Such resignation of the Employee's employment shall not constitute a breach of this Agreement by the Employee.  The Employee shall also have the right to resign his position pursuant to this Agreement without giving notice if Compensation due under this Agreement is not paid (as provided in Article “6” of this Agreement). Such resignation of the Employee's employment shall not constitute a breach of this Agreement by the Employee. 

      6. Compensation.  

            A. Base Salary.  The Employee shall be entitled to compensation at the rate of “annual salary” ($,) dollars per annum.  The Base Salary will be paid at least monthly and if such salary or

any Incentive Bonus Compensation is intentionally not paid by the Employer to the Employee, then the Employee has the right to resign his position pursuant to this Agreement without giving notice.  Base Salary will be deemed to be not paid if it is not paid within two weeks after the end of each month; provided, however that the Employer’s failure to pay the Employee, is not caused by circumstances beyond the Employer’s control. 

            B. Restricted Stock.  The Employer may grant shares of restricted stock or stock options or other equity based bonus to (the “Restricted Stock”) to the Employee.  The terms of the Restricted Stock, including the basis on which such shares of Restricted Stock will become vested, are to be determined at the sole discretion of the Employer.  Terms of Restricted Stock grants, if any such grants are made will be contained in the Restricted Stock Purchase Agreement which shall be executed by the Employer and the Employee as such time as Employer executes such grants or otherwise provides for Equity based bonus incentives for the Employee.   If Employer splits its stock before such shares of Restricted Stock are issued to Employee, the number of shares to be issued shall be adjusted accordingly.

            C. Incentive Bonus Compensation.  The Employer agrees to provide the Employee, with the following incentive based cash bonuses (the “Incentive Bonuses”) pursuant to the following terms and conditions: 

“Terms of Incentive Bonus if applicable”

            D. Discretionary Bonus Compensation. In addition to the Incentive Bonuses, the Employer may, at its sole discretion pay the Employee an annual bonus of cash or equity in the Employer which is to be determined by the Employer on an annual basis

(“Annual Discretionary Bonus”).  The determination of any such Annual Discretionary Bonus shall be in the Employer’s sole and absolute discretion, including the Employer’s right to pay no Annual Discretionary Bonus. 

            E. Severance. Severance Compensation is a payment of Base Salary not in exchange for services rendered, but rather as compensation for being terminated without cause.  The Severance Pay to the Employee shall be equal to (A) one month’s Base Salary (as defined in Article “6” of this Agreement) less (B) the amount of compensation received by the Employee after the date of the Termination Notice to the date of termination; provided, however, that Employee shall be paid for at least thirty (30) days on which Employee shall not be required to provide services. 

            F. Relocation. If it is necessary for the Employee to relocate from his present residence to any other location the Employer shall reimburse the Employee for his relocation expenses upon presentation of proper receipts; provided, however, that if the distance of the relocation is less than one thousand (1,000) miles, the maximum amount for which the Employer shall reimburse the Employee for such relocation shall not exceed one thousand ($”amount”) dollars.  If the distance of the relocation is more than one thousand (1,000) miles, then the Employer will pay all of the reasonable relocation expenses of the Employee without limit, provided that such expenses are approved by the Employer in advance.  The Employer reserves the right to directly contract the Employee’s moving services provider.  For this purpose, relocation expenses shall not include any costs of disposition of Employee’s existing home. 

            G. Housing Expenses. If the Employee is required by the Employer to perform services at a location or locations other than the location for which the Employee is entitled to receive relocation expenses pursuant to Paragraph "F" of this Article "6" of

this Agreement, the Employer shall provide and pay for housing accommodations in such location or locations, as is or are reasonably necessary, as determined by the Employer, in its sole and absolute discretion, for the Employee for a period not to exceed one hundred twenty (120) days only if the Employer does not maintain an office in such location or locations. 

      7. Benefits.  The compensation which is provided for herein shall be in addition to any retirement, profit sharing, stock option, life insurance, health and accident insurance, hospital insurance or similar benefit program of the Employer in which the Employee is entitled to participate, if any, in accordance with the terms of such benefits, whether such benefits are now in effect or are hereafter instituted.  The Employer is not obligated to provide any benefit which is now or may hereafter be put into effect.   

      8. Expenses.  The Employer shall, upon presentation of proper receipts or payment vouchers, pay for, or reimburse the Employee for, all reasonable and necessary pre-approved travel, entertainment and other out-of-pocket business expenses which may be incurred by the Employee in the performance of his duties hereunder, pursuant to the terms and conditions of the Employer's expense policy which shall be implemented.  The Employee shall be required to obtain prior written approval or prior approval by electronic mail (email) of all single expenses in excess of “amount” ($) dollars or monthly expenses in aggregate of “amount” ($) dollars, and Employee shall notify the Employer of any additional expenses. 

      9. Sick Leave and Vacation.  

            A. The Employee shall be entitled to accrue one () day of paid sick leave, for each “number of  months of employment.  

            B. The Employee shall be entitled to one (1) week of paid

vacation during the Term, at any time, after the earlier of April 1, 2007 or at 30 days after the Operational Date of the Web Site. Such vacation shall be taken at a time approved in advance by the Employer upon reasonable notice from the Employee, which approval shall not be unreasonably withheld.  During such vacation, the Employee shall maintain telephone and email contact with the Employer and shall call the Employer at least once each day unless otherwise agreed by the Employer. 

      10. Life Insurance.    

            A. The Employer may, in its discretion, at any time after the execution of this Agreement and at its sole cost and expense, apply for and procure as owner and for its own benefit, insurance on the life of the Employee, in such amounts and in such form or forms as the Employer may choose.  The Employee shall have no interest whatsoever in any such policy or policies.  

            B. The Employee shall, whether in connection with an application for an insurance policy, at the request of the Employer, submit to such medical examinations, supply such information and execute such documents as may be reasonably required by the insurance company or companies to whom the Employer has applied for such insurance or which the Employer may otherwise request.  The results of any such medical examination may be used by the Employer as grounds for termination of the Employee if such examination reflects any usage of illegal substances. 
 

      11. Employee Covenants.  The Employee covenants and agrees that, except as specifically approved by a resolution of the Board of Directors of the Employer, he shall devote all of his working time and give his best endeavors, energies and skills to the discharge of his duties hereunder and he shall not, as long as he is in the employ of the Employer, perform services for any business, or engage in any other business activity, including but not limited

to, as an employee, agent, partner, associate, joint venturer, consultant, independent contractor or investor.  Notwithstanding the foregoing provisions of this Article “11" of this Agreement, the Employee may engage in the following if such engagement does not interfere with the performance of his duties pursuant to this Agreement: (i) make and supervise passive investments in businesses which do not in any manner compete with the Employer and which investments are equal to no more than a three (3%) percent interest in any such business, (ii) own shares of any publicly held corporation which does not in any manner compete with the Employer and which shares are equal to no more than three (3%) percent of the issued and outstanding shares of such corporation, or (iii) own shares of a publicly-held corporation which does compete with the Employer, which shares (a) are equal to no more than one (1%) percent of the issued and outstanding shares of such corporation, and (b) have a value equal to no more than one (1%) percent of the Employee’s net worth. 

      12. Total Disability.  For purposes of this Agreement, the term "Total Disability" shall mean the failure or inability of the Employee for reasons of health to perform his usual and customary duties on behalf of the Employer in the usual and customary manner for a total of more than twenty (20) business days (excluding Saturdays, Sundays and Holidays, as specified below in this Article "12" of this Agreement) during the Term. The term "Holidays" shall include New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving Day, Christmas Day and any other weekday upon which banks are closed in New York State.  In such event, Total Disability shall be deemed to have occurred on the twenty-first (21st) such business day that the Employee shall fail or be unable to perform his usual and customary duties on behalf of the Employer in the usual and customary manner.  Until the date upon which Total Disability shall have occurred, the Employee's compensation and status as an Employee under this Agreement

shall continue.  Upon the date which Total Disability shall have occurred, the Employee’s status as an Employee under this Agreement shall terminate.  Such termination of the Employee's employment shall not constitute a breach of this Agreement by the Employer and the Employer's sole obligation to the Employee shall be to pay the Employee the amount of any compensation accrued under this Agreement through date of termination.  If the parties are unable to agree with respect to any question relating to Total Disability including, but not limited to, the following:  (i) whether the Employee is Totally Disabled, (ii) the date upon which the disability of the Employee commenced or (iii) the date upon which either the disability of the Employee terminated or the Total Disability occurred, then such dispute shall be determined by arbitration in accordance with Paragraph "D" of Article "23" of this Agreement. 

      13. Cause.  For purposes of this Agreement, the term "Cause" shall include: (i) willful malfeasance or gross negligence; (ii) the Employee's fraud, misappropriation or embezzlement; (iii) the Employee’s failure to perform such duties which are assigned to him by the Employer’s President, Chief Executive Officer or Lead Programmer; or other designated supervisory person (iv) the Employee's default, violation of, or failure to perform any provision of this Agreement, including, but not limited to, Articles "15", "16" and "17" of this Agreement.  The Employer may terminate this Agreement and the Employee's employment for Cause upon notice to the Employee, which notice shall state the cause for termination and the date of termination which, at the Employer's election, may be effective immediately.  Such termination of the Employee's employment shall not constitute a breach of this Agreement by the Employer and the Employer's sole obligation to the Employee shall be to pay the Employee the amount of any compensation then due to the Employee through the date of termination.  Such termination shall not require payment of Severance Compensation as defined in paragraph “D” of article

“6”. 

      14. Death of Employee.  If the Employee dies during the Term hereof, there shall be paid to the executor or administrator of the Employee’s estate the sum of (A) any unpaid base compensation through the date of his death, and (B) such other amounts, if any, under such benefit or other plans or programs of the Employer, if any, as may be provided generally for other similarly situated senior executives (and not pursuant to agreements with specific senior executives) of the Employer in the event of their deaths. 

      15. Confidential Information; Non-Disclosure. 

            A. As used in this Agreement, “Confidential Information” means information which is presented to the Employee by the Employer or developed, conceived or created by the Employer, or disclosed to the Employee or known by or conceived or created by the Employee during the term of the Employee's employment by the Employer, with respect to the Employer, its business or any of its products, processes, and other services relating thereto relating to the past, present or future business of the Employer or any plans therefore, or relating to the past, present or future business of a third party or plans therefore which are disclosed to the Employee.  Confidential Information includes, but is not limited to, all documentation, hardware and software relating thereto, and information and data in written, electronic, graphic and/or machine readable form, products, processes and services, whether or not patentable, trademarkable or copyrightable or otherwise protectable, including, but not limited to, information with respect to discoveries; know-how; ideas; computer programs, source codes and object codes; designs; algorithms; processes and structures; product information; marketing information; price lists; cost information; product contents and formulae; manufacturing and production techniques and methods; research and development information; lists of clients and vendors and other information

relating thereto; financial data and information; business plans and processes; documentation with respect to any of the foregoing; and any other information of the Employer that the Employer informs the Employee or the Employee should know, by virtue of his position or the circumstances in which the Employee learned such other information, is to be kept confidential including, but not limited to, any information acquired by the Employee from any sources prior to the commencement of the Employee's employment by the Employer.  Confidential Information also includes similar information obtained by the Employer in confidence from its vendors, licensors, licensees, customers, employees and/or clients.  Confidential Information may or may not be labeled as confidential. 

            B. Except as required in the performance of the Employee's duties as an employee, the Employee will not, during or after his employment, directly or indirectly, use any Confidential Information or disseminate or disclose any Confidential Information to any person, firm, and corporation, member of the press, association or other entity.  The Employee shall take all reasonable measures to protect Confidential Information from any accidental, unauthorized or premature use, disclosure or destruction. The employee will be responsible for, and required to sufficiently encrypt and otherwise protect, any information contained on any Laptop computer or any removable drives or backup devices that the Employee may use either inside or outside of the Employer’s office. The foregoing prohibition shall not apply to any Confidential Information which: (i) was generally available to the public prior to such disclosure; (ii) becomes publicly available through no act or omission of the Employee, (iii) is disclosed as reasonably required in a proceeding to enforce the Employee's rights under this Agreement or (iv) is disclosed as required by court order or applicable law. 

            C. Upon termination of the Employee's employment with

the Employer for any reason or at any time upon request of the Employer, the Employee agrees to deliver to the Employer all materials of any nature which are in the Employee's possession or control and which are or contain Confidential Information, Work Product or Work Products (hereinafter defined), or which are otherwise the property of the Employer or any vendor, licensor, licensee, customer or client of the Employer, including, but not limited to writings, designs, documents, records, data, memoranda, tapes and disks containing software, computer source code listings, routines, file layouts, record layouts, system design information, models, manuals, documentation and notes. 

            D. All ideas, inventions, discoveries or improvements, whether patentable or not, conceived by the Employee (alone or with others) during the term of the Employee's employment by the Employer (“Work Products”) shall be the exclusive property of and assigned to the Employer or as the Employer may direct without compensation to the Employee.  Any records with respect to the foregoing shall be the sole and exclusive property of the Employer and the Employee shall surrender possession of such records to the Employer upon any suspension or termination of his employment with the Employer.  Any Work Product shall be deemed incorporated in the definition of Confidential Information for all purposes hereunder. 

            E. The Employee will not assert any rights with respect to the Employer, its business, or any of its products, processes and other services relating thereto, Work Product or any Confidential Information as having been acquired or known by the Employee prior to the commencement of the Employee's employment with the Employer.  

      16. Employee’s Work Product 

            A. The Employee represents and warrants to the Employer

that all work that the Employee performs, for or on behalf of the Employer and its clients, and all work product that the Employee produces, including, but not limited to, software, documentation, memoranda, ideas, designs, inventions, processes, algorithms, etc.  (Also “Work Product”) will not knowingly infringe upon or violate any patent, copyright, trade secret or other property right of any of the Employee's former employers or of any other third party.  Further, the Employee will not disclose to the Employer or use in any of the Employee's Work Product any confidential or proprietary information belonging to others, unless both the owner thereof and the Employer have consented to such disclosure and usage. 

            B. The Employee will promptly disclose to the Employer all Work Products developed by the Employee within the scope of his employment with the Employer or which relate directly to, or involve the use of, any Confidential Information including, but not limited to, all software, concepts, ideas and designs, and all documentation, manuals, letters, pamphlets, drafts, memoranda and other documents, writings or tangible things of any kind. 

            C. The Employee acknowledges and agrees that all copyrightable Work Products prepared by the Employee within the scope of the Employee's employment with the Employer are “works made for hire” and, consequently, that the Employer owns all copyrights thereto. 

            D. The Employee hereby assigns, transfers and conveys to the Employer, without additional consideration, all of his other rights, title and interest (including, but not limited to, all patent, copyright and trade secret rights) in and to all Work Products prepared by the Employee, whether patentable or not, made or conceived, in whole or in part, by the Employee within the scope of the Employee's employment by the Employer, or that relate directly to, or involve the use of, Confidential Information. 

            E. The Employee will, without additional compensation, execute all assignments, oaths, declarations and other documents requested by the Employer to effect and further evidence the foregoing assignment, transfer and conveyance, and agree to provide all reasonable assistance to the Employer (at the Employer’s expense) to provide all information, documentation and assistance to the Employer in perfecting, enforcing, defending or protecting any or all of the Employer’s rights in all Work Product. 

      17. Restrictive Covenants. 

            A. During the Term of the Employee’s employment by the Employer, and for a period of three (3) years following the termination of his employment (whenever, however and by whomever such termination is caused), Employee will not (i) induce or attempt to induce any customer or client of the Employer to reduce such customers or client's business with the Employer; (ii) solicit or attempt to induce any of the Employer’s employees to leave the employment of the Employer; (iii) induce or attempt to induce any of the Employer’s suppliers or vendors to reduce the business which they do with the Employer; or (iv) take any other action prejudicial to the Employer or its business affairs or interests.  

            B. For a period of one (2) years following the end of the Term (notwithstanding the earlier termination of this Agreement), the Employee will not, anywhere in the United States, Canada and Mexico, directly or indirectly, own, manage, join, control, be employed by, or participate in the ownership (other than the ownership of shares of a publicly-held corporation, which shares (a) are equal to no more than one (1%) percent of the issued and outstanding shares of such corporation, and (b) have a value equal to no more than three (3%) percent of the Employee’s net worth), operation or control of, or be connected in any manner with, any

corporation or other entity engaged in any business which is “competitive” with the business of the Company, whether for his own account or as an employee of any other person, firm or corporation.  A business shall be deemed “competitive” with the business of the Company if a material part of its activities consist of Web based services which facilitate online dispute resolution or independent or third-party billing or collection services. 

            C. The restrictions which are contained in this Article "17" of this Agreement shall apply to all locations anywhere in the United States, Canada and Mexico, Europe and Asia.  Employee hereby acknowledges and agrees that the Employer plans to carry on substantial business throughout the United States, Canada and Mexico, Europe and Asia.   

      18. Representations of the Employee. The Employee represents warrants and covenants to the Employer as follows: 

            A. The execution, delivery and performance of this Agreement does not violate any agreement or undertaking to which the Employee is a party or by which the Employee may be bound and shall not result in the imposition of any restrictions or obligations upon the Employee other than the restrictions and obligations created by this Agreement. 

            B. The Employee has the full right, power and legal capacity to enter into this Agreement and to consummate the transactions contemplated hereby.  Employee knows of no agreements or contracts, whether written or oral, which would prevent him from entering into this Agreement and to consummate the transactions contemplated hereby. 

            C. The Employee has not entered into and is not subject to any agreement, including, but not limited, to any employment, non-compete, confidentiality or work product agreement which

would (i) prohibit the execution of this Agreement, (ii) prohibit his employment by the Employer or (iii) affect any of the provisions of, or his obligations pursuant to, this Agreement. 

            D. If, during the Term, any event occurs or any event known to the Employee relating to or affecting the Employee shall occur as a result of which this Article "18" of this Agreement at that time shall include an untrue statement of a fact, or omit to state any fact necessary to make the statements herein, in light of the circumstances under which they were made, not misleading, the Employee will immediately notify the Employer pursuant to Paragraph "C" of Article "24" of this Agreement. 

            E. All representations, warranties and covenants made in or in connection with this Agreement shall continue in full force and effect during the Term of this Agreement, it being agreed and understood that each of such representations, warranties and covenants is of the essence of this Agreement and the same shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns. 

            F. It shall not be a defense to a suit for damages for any misrepresentation or breach of covenant or warranty that the Employer knew or had reason to know that any representation, warranty or covenant in this Agreement or furnished or to be furnished to the Employer contained untrue statements. 

            G. No representation or warranty of the Employee which is contained in this Agreement, or in a writing furnished or to be furnished pursuant to this Agreement contains or shall contain any untrue statement of a material fact, omits or shall omit to state any material fact which is required to make the statements which are contained herein or therein, in light of the circumstances under which they were made, not misleading. 

      19. Reasonableness of Restrictions.  Employee agrees that the duration, scope and geographic area for which the provisions set forth in this Agreement are to be effective are reasonable.  If any court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable by reason of such provision extending the covenants and agreements contained herein for too great a period of time or over too great a geographical area, or by reason of its being too extensive in any other respect, such agreement or covenant shall be interpreted to extend only over the maximum period of time and geographical area, and to the maximum extent in all other respects, as to which it is valid and enforceable, all as determined by such court in such action.  Any determination that any provision of this Agreement is invalid or unenforceable, in whole or in part, shall have no effect on the validity or enforceability of any remaining provision of this Agreement. 

      20.  Non-Exclusive.   Any period of time set forth in this Agreement shall not be construed to permit the Employee to engage in any of the prohibited acts set forth in this Agreement after such period if such acts would otherwise be prohibited by any applicable statute or legal precedent.   

      21. Equitable Relief.  Employee acknowledges that the services to be rendered by the Employee hereunder are of a special character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law.  Furthermore, a breach by the Employee of any of the provisions contained herein, including, but not limited to, the provisions contained in Articles "15", "16", "17" and "18" of this Agreement, will cause the Employer irreparable injury and harm.  The Employee expressly agrees that, notwithstanding anything which is contained in this Agreement to the contrary, the Employer shall be entitled to injunctive or other equitable relief to prevent the Employee's breach or anticipated breach of this Agreement,

including, but not limited to, the Employee's breach of the provisions contained in Articles "15", "16", "17" and "18" of this Agreement.  Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies which the Employer may have for damages or otherwise. 

      22. Employer.  As used in this Agreement, "Employer" shall mean “name of employer’s company”, its successors and assigns, and any of its present or future subsidiaries or organizations controlled by it. 

      23. Construction. Each of the parties hereto hereby further acknowledges and agrees that each has had significant input in the development of this Agreement and this Agreement shall not, therefore, be construed more strictly against any party responsible for its drafting regardless of any presumption or rule requiring construction against the party who drafted this Agreement. 

      24. Miscellaneous. 

            A.   Headings.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 

            B.   Enforceability.  If any provision which is contained in this Agreement should, for any reason, be held to be invalid or unenforceable in any respect under the laws of any State of the United States, such invalidity or unenforceability shall not affect any other provision of this Agreement.  Instead, this Agreement shall be construed as if such invalid or unenforceable provisions had not been contained herein. 

            C.  Notices.  Any notice or other communication required or permitted hereunder must be in writing and sent by either (i) certified mail, postage prepaid, return receipt requested and First Class mail, (ii) overnight delivery with confirmation of delivery, or

(iii) facsimile transmission with an original mailed by first class mail, postage prepaid, addressed as follows: 

      To the Employer:   “Address of Employer”

      To the Employee:  
 
 “Address of Empolyee”

or in each case to such other address and facsimile number as shall have last been furnished by like notice.  If mailing is impossible due to an absence of postal service, and the other methods of sending notice set forth in this Paragraph “C” of this Article "24" of this Agreement are not otherwise available, notice shall be hand-delivered to the aforesaid addresses.  Each notice or communication shall be deemed to have been given as of the date so mailed or delivered, as the case may be; provided, however, that any notice sent by facsimile shall be deemed to have been given as of the date sent by facsimile if a copy of such notice is also mailed by first class mail on the date sent by facsimile; if the date of mailing is not the same as the date of sending by facsimile, then the date of mailing by first class mail shall be deemed to be the date upon which notice was given. 
 

            D.   Governing Law.  This Agreement shall in all respects be construed, governed, applied and enforced in accordance with the internal laws of the State of “State” without giving effect to the conflict of laws rules and be deemed to be an agreement made under the laws of and entered into in the State of “State”.  Except as otherwise provided in Article "21" of this Agreement, the parties agree that they shall be deemed to have agreed to binding arbitration in “State”, with respect to the entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other

provisions of this Agreement. Any such arbitration shall be by a panel of three arbitrators and pursuant to the rules then obtaining of the American Arbitration Association.  The parties may agree in writing to conduct any arbitration in another location or forum by their mutual consent.  In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The parties specifically designate the Courts in the County of “County and State” as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to personal jurisdiction over each of them by the Courts of the State of “State” in any action or proceeding, waive personal service of any and all process and specifically consent that in any such action or proceeding, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph "C" of this Article "24" of this Agreement.  The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators; provided, however, that if a proceeding is commenced to confirm and enter a judgment thereon by the Courts of the State of “State” and such application is denied, no such costs or attorneys fees shall be paid.  In connection with the arbitrators' determination for this purpose of which party, if any, is the prevailing party, they shall take into account all of the facts and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom.  In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party unless the amount of the arbitration award is greater than one hundred and fifteen (115%) percent of the amount offered in writing by the other party prior to the commencement of the arbitration proceeding.  For example, if the party initiating the arbitration ("A") seeks an award of $100,000 plus costs and expenses, the other party ("B") has offered A $50,000 prior to the

commencement of the arbitration proceeding, and the arbitration panel awards any amount less than $57,500 to A, the panel should determine that B has "prevailed". 

            E. Entire Agreement.  The parties have not made any representations, warranties or covenants with respect to the subject matter hereof which is not set forth herein, and this Agreement constitutes the entire agreement between them with respect to the subject matter hereof.  All understandings and agreements heretofore had between the parties with respect to the subject matter hereof are merged in this Agreement which alone fully and completely expresses their agreement.  This Agreement may not be changed, modified, extended, terminated or discharged orally, but only by an Agreement in writing, which is signed by all of the parties to this Agreement. 

            F. Further Assurances.  The parties agree to execute any and all such other further instruments and documents, and to take any and all such further actions which are reasonably required to consummate, evidence, confirm or effectuate this Agreement and the intents and purposes hereof. 

            G. Binding Agreement.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, personal representatives, successors and assigns. 

            H. Waiver.  Except as otherwise expressly provided herein, no waiver of any covenant, condition, or provision of this Agreement shall be deemed to have been made unless expressly in writing and signed by the party against whom such waiver is charged; and (i) the failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants or conditions of this Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment for

the future of any such provisions, covenants or conditions, (ii) the acceptance of performance of anything required by this Agreement to be performed with knowledge of the breach or failure of a covenant, condition or provision hereof shall not be deemed a waiver of such breach or failure, and (iii) no waiver by any party of one breach by another party shall be construed as a waiver with respect to any other breach of this Agreement. 

            I. Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 

            [SIGNATURES ON FOLLOWING PAGE]

      IN WITNESS WHEREOF, the parties to this Agreement have set their hands and seals or caused these presents to be signed of the day and year first above written. 
 

                  BY

                  EMPLOYEE: 
 


                                                             _________________________

       Name:

                                          Position: 
 
 

     BY EMPLOYER: 


     _________________________

                                          ”COMPANY”  

                                          Name: ”Officer” 

                                          Title: President and CEO 
 
 

            EXHIBIT A

            Certain Duties of Employment