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TERM EMPLOYMENT AGREEMENT

THIS TERM EMPLOYMENT AGREEMENT (the "Agreement") is made as of this __________ day of __________, __________, by and among __________, a __________ __________ (the "Employer"), and __________ (the "Employee").

P r e l i m i n a r y S t a t e m e n t s:

Employee has agreed to serve as the __________ of the Employer pursuant to the terms and conditions in this Agreement, and the Employer desires to hire the Employee to serve in such position pursuant to the terms and conditions in this Agreement.

A g r e e m e n t:

NOW THEREFORE, in consideration of the foregoing premises, the mutual covenants contained herein and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

1. Employment: Term. The Employer hereby employs the Employee to serve as the __________ for a term (the "Term") beginning on the date of this Agreement and ending on the earlier of (i) __________ after the commencement of the Term; (ii) the death, disability or resignation of the Employee; (iii) the date the Employer terminates the Employee "for cause" or (iv) the date the Employer terminates the Employee "without cause." "For cause" shall mean the Employee fails (a) to cure any material breach of the terms of this Agreement after 10 days written notice; (b) Employee_s gross negligence, nonperformance or misperformance relating to the Employee_s services to the Employer; (c) Employee_s willful dishonesty, fraud or misconduct; or (d) conviction of a felony or such other crime involving moral turpitude which affects or is likely to affect the business or affairs of the Employer. The "disability" of the Employee means the Employee is unable to perform essential functions of his position on a full-time basis for a total of 60 days in any six-month period due to a physical or mental illness or injury. The Employer may terminate the Employee_s employment with the Employer prior to the completion of the term without cause upon written notice to the Employee, and the Employer_s sole liability to the Employee upon such termination shall be a percentage of the Employee_s base salary set forth in this Agreement equal to __________.

2. Duties. The Employee shall have the responsibilities, duties and authority reasonably accorded to and expected of the __________ of the Employer. The Employee shall directly report to __________. Employee agrees to devote all of his professional time, attention and efforts to promote and further the business of the Employer. Employee shall comply with all policies reasonably adopted by the Employer from time to time.

3. Compensation. For all services rendered by the Employee to the Employer, the Employer shall compensate the Employee in the following manner:

a. Base Salary. During the Term, the Employer shall pay the Employee an annual salary of __________, payable on a regular basis in accordance with the Employer_s standard payroll procedures but not less often than monthly.

b. Health Insurance and Other Perquisites. The Employee shall be entitled to receive and participate in such other group life, health, dental and disability insurance as is similarly provided for the other full time employees of the Employer. The Employee shall be entitled to such other benefits, including vacation, bonuses and participation in profit-sharing plans and stock option plans, as the parties may mutually agree from time to time in a manner consistent with other senior-level employees of the Employer.

4. Expense Reimbursement. The Employer shall reimburse, or advance funds for payment to, the Employee for all business travel and other out-of-pocket expenses reasonably incurred by the Employee in the performance of his services to the Employer during the Term. All reimbursable expenses shall be appropriately documented in reasonable detail by the Employee upon submission of any request for reimbursement as requested by the Employer from time to time. and in a manner

5. Termination. The Employee shall not be entitled to any further benefits from the Employer upon the termination of the Term except as otherwise provided in this Agreement.

6. Confidentiality.

a. Confidential Information. The parties hereto acknowledge that the Employee will have access and obtain certain proprietary, confidential information and trade secrets of the Employer relating to and useful in the Employer's business and labeled or identified by the Employer as proprietary, confidential information (collectively, the "Confidential Information"), including without limitation, the Employer_s business plan, marketing strategies, financial statements and projections, contacts with actual and potential customers, vendors, sponsors, advertisers, members and partners, software and hardware specifications and all written and electronic copies thereof. The Confidential Information shall not include information which: (i) becomes generally available to the public other than as a result of a disclosure by the Employee; (ii) was available to the Employee on a non-confidential basis prior to the Employee_s employment with the Employer; or (iii) becomes available to the Employee on a non-confidential basis other than in connection with the Employee_s employment with the Employer provided that the disclosure of such information to the Employee is not otherwise prohibited.

b. Nondisclosure. The Employee agrees to keep any and all of the Confidential Information from being made known or disclosed to any person or entity, except for the exclusive use and benefit of the Employer and except as otherwise required pursuant to a court order obtained by a governmental agency provided prompt notice of such order is provided to the Employer if such notice is legally permitted. The Employee shall not reproduce, or permit the reproduction, directly or indirectly, of any of the Confidential Information except for the exclusive use and benefit of the Employer.

c. Ownership of Confidential Information. The Confidential Information is the exclusive property of the Employer. Upon request by the Employer, the Employee shall return to the Employer all documents, notes or other material (whether in writing, orally recorded or electronically stored) in his possession derived from, related to or connected with the Confidential Information. The Employee shall, from time to time as may be requested by the Employee, do all things that may be reasonably necessary to establish or document the Employer's ownership of the Confidential Information.

d. Improper Disclosure. The Employee shall promptly provide written notice to the Employer if the Employee knows of or suspects any improper disclosure of any Confidential Information by any person or entity.

e. Specific Enforcement. The Confidential Information is a unique and valuable asset of the Employer, and the Employer will be irreparably damaged (and damages at law would be an inadequate remedy) if this Agreement is not specifically enforced. Therefore, in the event of a breach or threatened breach of this Agreement by the Employee, the Employer shall be entitled to injunctions restraining such breach, without being required to show any actual damage or to post any bond or other security, and/or to a decree for specific performance of this Agreement. Such injunction or decree shall be in addition to all other remedies, either at law or in equity, available to the Employer.

f. Fees and Expenses. If any legal action or other proceeding is brought for the enforcement of this Section, the prevailing party shall be entitled to recover from the non-prevailing party reasonable legal fees, court costs and all expenses incurred in that action or proceeding (including, without limitation all such fees, costs and expenses incident to appellate, bankruptcy, post-judgment and alternative dispute resolution proceedings).

7. Miscellaneous.

a. Notices. All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing (including telex and telegraphic communication) and shall be (as elected by the person giving such notice) hand delivered by messenger or courier service, telecommunicated, or mailed (airmail if international) by registered or certified mail (postage prepaid), return receipt requested, addressed to the party hereunder at his address set forth on the execution page hereof or to such other address as either party may designate by notice complying with the terms of this paragraph. Each such notice shall be deemed delivered (a) on the date delivered if by personal delivery; (b) on the date telecommunicated if by telegraph; (c) on the date of transmission with confirmed answer back if by telex, telefax or other telegraphic method; and (d) on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed.

b. Entire Agreement. This Agreement represents the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, between the parties hereto with respect to the subject matter hereof.

c. Amendments. The provisions of this Agreement may not be amended, supplemented or waived orally, but only by a writing signed by the party as to whom enforcement of any such amendment, supplement or waiver is sought and making specific reference to this Agreement.

d. Benefits; Binding Effect. This Agreement shall be for the benefit of, and shall be binding upon and against, the parties hereto and their respective heirs, personal and other legal representatives and assigns.

e. Counterparts. This Agreement may be executed 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. Confirmation of execution by telex or by telecopy or telefax of a facsimile signature page shall be binding upon that party so confirming.

f. Governing Law. This Agreement, as well as all rights, duties and obligations provided hereunder, is and shall be governed by and construed in accordance with the laws of the State of __________, without regard to principles of conflict of laws.

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

WITNESSES: EMPLOYER:

______________________________ By: ____________________________________

__________, __________

______________________________

Address of Employer:

__________, __________ __________

EMPLOYEE:

______________________________ ______________________________________

Address of Employee:

__________, __________