EMPLOYMENT AGREEMENT

NOW, THEREFORE, IN CONSIDERATION of the foregoing facts, the mutual covenants and agreements contained herein and other good and valuable consideration, the parties hereby agree as follows:

1.    Employment, Duties and Acceptance .

1.1    Effective as of ______________, 200_ the Company hereby agrees to the continued employment of Executive as its ___________________ hereby accepts such continued employment on the terms and conditions contained in the Agreement. During the term of this Agreement, Executive shall make himself available to the Company to pursue the business of the Company subject to the supervision and direction of the Board of Directors of the Company (the “ Board ” or “ Board of Directors ”).

1.2    The Board may assign Executive such general management and supervisory responsibilities and executive duties for the Company as are appropriate and commensurate with Executive’s position as __________________ of the Company (“ ____ ”) and would otherwise be consistent in stature and prestige with the responsibilities of a ______.

1.3    Executive accepts such employment and agrees to devote substantially all of his business time, energies and attention to the performance of his duties; provided, however, that Executive may continue to be actively involved in educational and civic activities to the extent that such activities do not materially detract from the reasonable performance of his duties (such material detraction to be evidenced by a resolution approved by the majority of the Board and a written notice to Executive, in which event Executive shall have one hundred and twenty (120) days to reduce the level of such activities in a reasonable manner). The Company recognizes the value to it of Executive’s continued involvement in these activities and will reimburse Executive for reasonable expenses incurred by him in connection with such activities. Nothing herein shall be construed as preventing Executive from (i) making and supervising investments on a personal or family basis (including trusts, funds and investment entities in which Executive or members of his family have an interest) and (ii) serving on the Board of Directors of not more than three corporations involved primarily in “for profit” business activities; provided, however, that these activities do not materially interfere with the performance of his duties hereunder or violate the provisions of Section 4.4 hereof.

2.    Compensation and Benefits .

2.1    The Company shall pay to Executive a salary at an annual base rate of not less than $_______ for the first ___-year period during the term hereof . During Executive’s employment, salary will be paid not less frequently than every two weeks without the prior written consent of Executive. Executive’s annual base rate will be reviewed one month prior to the commencement of the third year for purposes of determining what the new base salary will be.

2.2    The Company shall also pay to Executive such bonuses as may be determined from time to time by the Compensation Committee of the Board of Directors. The amount of annual bonus payable to Executive may vary at the discretion of the Compensation Committee of the Board of Directors; provided, however, that the total bonus shall not exceed 50% of Executive’s annual base rate under Section 2.1 as of the date the bonus is awarded. In determining the annual bonus to be paid to Executive, the Compensation Committee may, among other factors they believe to be appropriate, consider, and give varying degrees of importance to, Executive’s contribution to the following:

(a)    growth in the Company’s per share value;

(b)    achievement by the Company of specific identified targets selected by the Committee from time to time;

(c)    the attraction and retention of key executive personnel by the Company;

(d)    satisfaction of the Company’s capital requirements;

(e)    the establishment of strategic direction and significant Company goals; and

(f)    such other criteria as the Compensation Committee deems to be relevant.

2.3    Executive shall be entitled to such insurance and other benefits including, among others, medical and disability coverage and life insurance as are afforded to other senior executives of the Company, subject to applicable waiting periods and other conditions which may be generally applicable. The Company also shall purchase if possible (i) long term disability insurance of not less than 50% of Executive’s then current annual salary and (ii) split dollar life insurance with coverage of not less than $1.0 million. The beneficiary of these policies shall be designated by Executive and these policies shall be transferred to Executive or his designees by the Company at his written request.

2.4    Executive shall be entitled to five weeks of vacation in each calendar year and to a reasonable number of other days off for religious and personal reasons.

2.5    Executive shall be entitled, at his option, to maintain a suitable automobile for business use. The Company shall reimburse Executive for the costs of leasing such automobile and for all other costs associated with the use of the vehicle, including insurance costs, repairs and maintenance.

2.6    The Company will pay or reimburse executive for all transportation, hotel and other expenses incurred by Executive on business trips (including business or first class air travel on scheduled flights of more than two (5) consecutive hours) and for all other ordinary and reasonable out-of-pocket expenses actually incurred by him in the conduct of the business of the Company against itemized vouchers submitted with respect to any such expenses.

2.7    Executive agrees that his services shall be rendered primarily at the Company’s executive offices which shall be located in, or within thirty (30) miles of, the Company’s current executive offices located in ______________________.

2.8    The Company shall not move its executive offices without Executive’s written consent. If such consent is provided, the Company will reimburse Executive for the following, which may be taxable to Executive:

(a)    Usual and customary expenses incurred if Executive sells his home himself or through a broker; however, reimbursement for the broker’s commission (if Executive utilizes the services of a broker) may not exceed six (6) percent of the sales proceeds;

(b)    Reasonable expenses incurred in moving furniture, normal household goods and personal belongings to the new location and incidental expenses related to the move;

(c)    Reasonable expenses (including travel and hotel) while house-hunting, including four trips to the new location with Executive’s spouse and children;

(d)    Reasonable and customary closing costs incurred in buying Executive’s new home; and

(e)    Reasonable temporary living expenses incurred while awaiting occupancy in Executive’s new quarters.

3.    Term and Termination .

3.1    The term of this Agreement commences as of ______________, 200_ and shall continue until ______________, 200_ unless sooner terminated as herein provided.

3.2    If Executive dies during the term of this Agreement, this Agreement shall thereupon terminate, except that the Company shall pay to the legal representative of Executive’s estate the base salary due Executive pursuant to Section 2.1 hereof through the first anniversary of Executive’s death (or the scheduled expiration under Section 3.1, if earlier than the first anniversary date) as well as a pro rata allocation of bonus payments under Section 2.2 based on the days of service during the year of death, and all amounts owing to Executive at the time of termination, including for previously accrued but unpaid bonuses, expense reimbursements and accrued but unused vacation pay.

3.3    If Executive shall be rendered incapable by an incapacitating illness or disability (either physical or mental) of complying with the terms, provisions and conditions hereof on his part to be performed for a period in excess of 180 consecutive days during any consecutive twelve (12) month period, then the Company, at its option, may terminate this Agreement by written notice to Executive (the “ Disability Notice ”) delivered prior to the date Executive resumes the rendering of services hereunder; provided, however, if requested by Executive (or a representative thereof) such termination shall not occur until after examination of Executive by a medical doctor (retained by the Company with the consent of Executive which consent shall not be unreasonably withheld) who certifies in a written report to the Board with a copy of such report delivered simultaneously to Executive that Executive is and shall be incapable of performing his duties for in excess of two additional months because of the continuing existence of such incapacitating illness or disability. Notwithstanding such termination, the Company (a) shall make a payment to Executive of a pro rata allocation of payments under Section 2.2 based on the days of service during the year in which the Disability Notice is delivered and (b) shall pay to Executive the base salary due Executive pursuant to Section 2.1 hereof through the second anniversary of the date of such notice (the “ Disability Period ”), less any amount Executive receives for such period from any Company-sponsored or Company-paid for source of insurance, disability compensation or governmental program. The Company shall also pay to Executive all amounts owing to Executive at the time of termination, including for previously accrued but unpaid bonuses, expense reimbursements and accrued but unused vacation pay.

3.4    The Company, by notice to Executive, may terminate this Agreement for Cause. As us