#1800
@001 Enter the name of the EMPLOYER:
@002 Enter the name of the EMPLOYEE:
@100 Enter the job title of the EMPLOYEE:
@101 Enter the first date of work:
#1801 Are general terms of employment set out in a manual?
#if#1801
@102 Enter the date of the latest version of the manual:
#endif
#1802/#1803/#1804 The employee will be paid by:
Salary
Straight Commission
Commission with draws
#if#1802
!121 Enter the monthly salary:
#endif
#if#1803
@122 Enter the commission rate as a numeral:
#endif
#if#1804
!124 Enter the monthly draw:
@125 Enter the commission rate as a numeral:
#endif
#1805 Will draws be required to be repaid?
#1806
#1807 Do you desire a non-compete clause?
#if#1807
@126/@126/@126 Enter the number of months for the non-compete:
3
6
KEY IN VALUE
@127/@127 Enter the names of companies for non-compete:
all direct competitors
KEY IN VALUE
#endif
#1808 Is employment full time?
#1809
#1810
@800 Enter time period for termination notice:
@128 Enter maximum number of shares allowed to be purchased:
@129/@129 Enter class of stock:
Common
KEY IN VALUE
!130 Enter price per share in numerals:
#1811 Do you desire arbitration for disputes?
#1812
#end control section
#1800
/* Para. 5100: Employment Agreement, Technical Employee */


@001, referred to as EMPLOYER, and @002, referred to as EMPLOYEE,
agree:


EMPLOYEE is engaged to act as @100 for @002, beginning on @101.

#1801
/* Para. 5101: Manual */


As to those items not specified herein, the relationship between
the parties shall be governed by the general employment manual,
dated @102, and any additions and replacements thereto.
#1802
/* Para. 5102: Salary */


EMPLOYEE shall receive a salary of $ @121 (!121) per month,
subject to attendance and leave policies as adopted from time to
time by EMPLOYER.
#1803
/* Para. 5103: Commission- Straight */


As compensation for EMPLOYEE's services herein, EMPLOYEE shall
receive a commission of @122 per cent of gross sales produced
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.
#1804
/* Para. 5104: Draw and Commission */


As compensation for EMPLOYEE's services herein, EMPLOYEE shall
receive a monthly draw of $ @124 (!124 dollars) against
commission of @125 per cent of gross sales produced by EMPLOYEE.
Should EMPLOYER determine, in its sole discretion, to allow
commissions on sales on credit on other than fully collected
sales, EMPLOYEE shall be liable to repay any sums advanced on
sales not collected.
#1805
/* Para. 5105: Draws due */


A draw account for EMPLOYEE shall be established, and EMPLOYER
shall set off against any draws received commissions earned by
the EMPLOYEE.
#1806
/* Para. 5106: Intellectual property matters */


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
#1807
/* Para. 5107: Non-compete */


EMPLOYEE shall for a period of @126 months after termination of
not accept employment with the following firms:

@127


#1808
/* Para. 5108: Other employment */


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.
#1809
/* Para. 5109: Intellectual property assignment */


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.
#1810
/* Para. 5110: Termination */


EMPLOYER may terminate this agreement upon @800 days notice to
the EMPLOYEE. Upon termination, EMPLOYEE shall return all
materials from EMPLOYER to the EMPLOYER.


EMPLOYEE shall be entitled after six months employment to
purchase up to @128 shares of @129 stock of EMPLOYER at a price
of $ @130 (!130 dollars) per share, or the equivalent units
should a recapitalization occur. This option shall be
non-assignable.
#1811
/* Para. 5111:  Arbitration */


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 American Arbitration
Association. Any ruling made by the arbitrators shall be final
and may be entered as a judgment in any court of competent
jurisdiction.




#1812
/* Para. 5112: Closer */


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




_______________________________________________

@001, by an authorized officer



______________________________________________

@002