SALESMAN EMPLOYMENT AGREEMENT

THIS AGREEMENT made this ________ day of _____________,19__, by and between _____________________, a ______________Corporation (hereinafter "Company") and ____________________(hereinafter "Employee") of _________________________,_______________.

WHEREAS, the Company is engaged in the business of___________________________________________________________________________________________________________________________________________________________________________; and

WHEREAS, the Company desires to retain the Employee to assist in the marketing and sale of Company products; and

WHEREAS, the Employee is equally desirous of beginning employment with the Company:

NOW, THEREFORE, in consideration of the above and foregoing premises and other good and valuable consideration as is hereinafter set forth, by mutual agreement of the parties hereto, the parties do hereby agree as follows:

I. EMPLOYMENT The Company does hereby agree to employ the Employee and the Employee agrees to such employment with the Company pursuant to the terms and conditions hereinafter set forth.

II. DUTIES It shall be the duty of the Employee during the period of this Agreement to devote his full time and best efforts to the promotion, marketing and sale of the Company's products, to operate within the goals, guidelines, directives, policies, procedures and sales manual as communicated to the Employee by the Company or the Employee's immediate supervisor. The Employee shall not, during the term of this Agreement, be engaged in any other business activity, whether or not such business activity is in the pursuit of gain, profit or other pecuniary advantage, without first obtaining the written consent of the Company.

III. COMPENSATION The Employee shall receive, as full compensation for the services rendered on behalf of the Company, a commission consistent with the schedule of commissions now in effect or the schedule of commissions in effect from time to time hereafter, subject, however, to the Company's now existing policy or its policy from time to time hereafter with respect to deductions or setoffs from commissions due the Employee.

IV. DRAW The Company shall pay to the Employee a draw, in an amount to be determined by the Company. Such draw shall be an advance against commissions due the Employee. The Company shall pay to the Employee the commission due him (as determined by Article III above), less advances, from time to time during the term of this Agreement.

V. TERRITORY The Employee agrees to perform his duties hereunder in the territory as described on Exhibit A to this Agreement.

VI. TERM This Agreement shall remain in full force and effect from the date hereof until terminated by either party. This Agreement may be terminated by either party hereto upon five (5) days' prior written notice to the Company at its address, or to the Employee at the address to which his commission payments are sent or his otherwise last known address.

VII. PROPERTY OF COMPANY Upon termination of this Agreement, the Employee shall immediately return to the Company all sales materials and catalogs then in his possession, including but not limited to lists of all the Company's customers, merchandise, equipment manuals, reports and other similar items. The Employee acknowledges that all such materials are the property of the Company solely and that the Employee has no right, title, or other interest in and to such material.

VIII. FINAL COMMISSIONS The Employee acknowledges and agrees that any commissions which he may have earned prior to the termination of this Agreement shall not be due and payable upon termination, but shall be paid to the Employee within one hundred twenty (120) days following his termination; they shall not otherwise be due and payable to the Employee unless and until the Employee has returned tot he Company all of the items hereinabove described in Article VII and is not otherwise in violation of the terms and provisions of this Agreement.

IX. NONCOMPETITION The Employee acknowledges that the Company, from the inception of its business, has developed, over the years, confidential, special, and valuable expertise in the sale and marketing of its products and further, that the Company has expended substantial time and funds in developing the aforesaid expertise and in developing its list of customers, their patronage and goodwill. The Employee does hereby acknowledge that, as a result of his employment, he will have access to and become acquainted with the present and prospective customers of the Company, their particular needs and requirements. The Employee further acknowledges that the Company will make the Employee privy to the Company's methods and techniques of doing business and to its customers and their needs and requirements, so as to fully and properly service such customers expeditiously and economically and, should the Employee otherwise divulge such confidential information, it would irreparably interfere with and damage the Company's interest. As a result thereof, the Employee does hereby agree as follows:

(A) The Employee shall not, for a period of one(1) year following termination (for any reason) of his employment as an Employee of the Company, whether pursuant to this Agreement or otherwise, directly or indirectly through services to any partnership of which he is a partner or employee or through any corporation or other entity in which he has any interest or by whom he is employed, induce any executive, administrative, sales or other employee of the Company or any of its affiliates to leave his employment or compete with the Company in the business for which the Company may have been engaged within three (3) years prior to the termination of such employment.

(B) The Employee shall not, during the term of his employment or thereafter, disclose to others or use any of the Company's confidential, technical, or other confidential business information. "Confidential technical or other confidential business information" shall mean any information, including, but not limited to, lists of the Company's vendors and customer's names and addresses, which the Employee has used, learned or contributed to during the course of his employment, regardless of whether it is in written or other tangible form that (i) is not generally available to the public and (ii) gives one who uses it a competitive advantage over the Company.

(C) The Employee shall not, for a period of one(1) year after the termination of this Agreement, within the territory assigned to him by the Company, directly or indirectly own, manage, operate, control, be employed by,participate in, or be connected in any manner with the ownership, management, operation or control of any business similar to the type of business conducted by the Company at the time of the termination of this Agreement.

(D) The Employee shall not solicit or make any attempt to solicit the business of the sale of products similar to those sold by the Company at the time of termination of this Agreement to or from any customer of the Company or any customer which the Employee may have called upon within the territory to which the Employee was assigned at the date of the termination of this Agreement.

X. REMEDIES Without limiting the remedies to which the Company might otherwise be entitled for a breach of the agreements contained in this Noncompetition Agreement, the Company shall be entitled to enforcement of the following remedies:

(A) In the event of actual, contemplated or threatened breach of this Noncompetition Agreement, the Company shall be entitled to an injunction, without bond,restraining the Employee from continuous or anticipated commission of such breach.

(B) In the event that litigation shall be instituted to enforce or effectuate any provisions of this Noncompetition Agreement, the Company shall be entitled to tax as costs, in addition to all other costs otherwise taxable, a reasonable amount on account of attorneys' fees necessarily incurred in connection with such litigation,together with reimbursement for all witness's fees and expenses, including actual subsistence and transportation,salary, wages paid or attributable to or for the time necessarily spent by such witnesses in connection with such litigation.

(C) In the event that the Employee breaches the terms of this Noncompetition Agreement, the Employee does hereby agree that he shall forfeit all commissions then due to him and, in addition thereto, he shall be liable to the Company, as and for liquidated damages, in an amount equal to three (3) times his accrued and unpaid commissions then due, but, in no event, in an amount less than an amount equal to three (3) times the total of the most recent previous three months' commissions paid by the Company to the Employee. Such liquidated damages shall not be construed as a penalty, but shall be considered liquidated damages only, as the damages in the event of the Employee's violation or breach of the terms of this Noncompetition Agreement are difficult, if not impossible, to ascertain.The Employee does hereby further agree that such liquidated damages shall be paid to the Company within thirty (30) days after the date of the Employee's breach of the terms of this Noncompetition Agreement. The remedies provided for herein in the event of the Employee's breach of this Noncompetition Agreement shall be cumulative and the Company's pursuit of anyone remedy shall not preclude the Company from seeking enforcement of any and all other remedies available to it,whether provided for in this agreement or available to it as a matter of law or in equity. The Employee does hereby agree that this Noncompetition Agreement shall be independent of any other provision in this Agreement and that any claim or cause of action by the Employee against the Company, be it found under the terms of this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the provisions of this Noncompetition Agreement. The Employee acknowledges and agrees that the foregoing restrictions in this Noncompetition Agreement are reasonable and necessary for the proper protection of the business and interest of the Company and will not deprive the Employee of the means or opportunity for suitably supporting and maintaining himself and his family after the termination of this Employment Agreement.

XI. WAIVER AND AMENDMENTS No waiver by any party to this Agreement of any breach or default of any of the terms or provisions hereof shall be effective or be binding upon such party unless the same shall be in writing and signed by or on behalf of such party, and no waiver by any party of any breach or default of any term or provision hereof shall be construed, or held, or deemed to constitute a waiver of, consent to, or acquiescence in, any other breach or default of any other term or provision hereof, waiver of acquiescence in, or consent to any further or succeeding breach or default of the same term or provision of this Agreement. No alteration, amendment, or modification of this Agreement shall be effective or binding unless in writing and signed by both of the parties hereto. Only an officer of the Company (other than the Employee) shall be authorized to act for the Company in respect to this Agreement.

XII. ENTIRE AGREEMENT This Agreement constitutes the sole and entire agreement and understanding between the parties with respect to the matters covered thereby, there being no other promises, agreements, representations,warranties or other statements between them in respect to such matters not expressly set forth in this Agreement; any and all promises, agreements, representations, warranties or other statements between them in respect to such matters not expressly set forth in this Agreement and any and all promises, agreements, representations, warranties and other statements, written or oral, made between the parties in respect to such matters prior to the execution hereof are hereby canceled and superseded and shall be of no further force or effect.

XIII. BINDING EFFECT Except as hereinabove otherwise expressly provided, the Employee agrees on behalf of himself and his executors and administrators, heirs, legatees, distributees, and any other person or persons claiming any benefits under him by virtue of this Agreement that this Agreement and the rights, interests, and benefits hereunder shall not be assigned, transferred, pledged or hypothecated in any way by the Employee or any executor, administrator,heir, legatee, distributee, or other person claiming under the Employee by virtue of this Agreement and shall not be subject to execution, attachment, or similar process.Any attempted assignment, transfer, pledge or hypothecation,or other disposition of this Agreement or of such rights,interests, and benefits contrary to the foregoing provisions, or the levy of any attachment or similar process thereupon, shall be null and void and without effect.

XIV. SUCCESSORS This Agreement shall be binding upon and inure to the benefit of any successor of the Company and any such successor shall be deemed substituted for the Company under the terms of this Agreement. As used in this Agreement, the term "successor" shall include any person,firm, corporation, or other business entity which at anytime, whether by merger, purchase, or otherwise, acquires all or substantially all of the assets or business of the Company.

XV. NOTICES All notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and signed by the party rendering such notice and shall be deemed delivered upon hand delivery or deposit thereof in the mails with prepaid postage for first class, addressed to each party hereto as they shall designate from time to time in writing by the manner herein set forth.

XVI. CAPTIONS The headings, titles and subtitles herein are inserted for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions hereof.

XVII. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the state of the Company's incorporation.

XVIII. EXHIBITS Each Exhibit attached hereto shall be incorporated into and be a part of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

By: ________________________

ATTEST: ____________________

Secretary

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