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EXHIBIT 10.12
[LightFirst Inc. Letterhead]
[Date]
[Employee Name]
[Employee Address]
[Employee Address]
Dear [Employee Name]:
You have elected to defer receipt of certain amounts which would otherwise have
become payable to you by LightFirst Inc. (the "Company") in the past or which
will otherwise become payable to you in the future in connection with your
employment with the Company. This letter sets forth the terms of the deferral
facility.
1. This agreement shall cover the amount of [$Amount] (the "Deferred Amount"),
which would otherwise be payable to you in cash by the Company in






