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_____________ ___, 2009

___________________ ___________________ ___________________

Re: Employment by __________, Inc. Dear _________:

1. Position of Employment. We are offering you employment with ______________, Inc. (the Company) as the Companys Sales and Marketing Manager, reporting to the Company's CEO or its VP Sales, under the terms provided herein, effective as of ______________, 2010 (the Effective Date). This is a full-time, exempt position, not subject to the payment of overtime. 2. Compensation and Benefits. You shall be paid an annual salary as specified under Annex A, payable in monthly (once per month) installments, less all applicable federal and state withholding tax and other authorized deductions. Your perforamce based bonus and annual target bonus will be as specified under Annex A, subject to reaching specific objectives as provided therein. Both bonus and entitlement for the fiscal year in which your employment begins or terminates will be prorated, based on the number of days you are employed with the Company during that fiscal year, to the extent the grant of such bonuses is applicable. In addition, you shall be granted the option to purchase shares of Common Stock, $0.001 par value per share, of the Company at such amount as shall be determined by the Company's board of directors. You will be eligible for the employee benefits pursuant to Company's policy including Medical Insurance. 3. Confidential Information and Inventions Assignment Agreement. As an employee of the Company, you will have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions, which will be the property of the Company. To protect the interests of the Company, and as a condition of your employment with the Company, you are required to sign and comply with a form of Confidential Information and Inventions Assignment Agreement. Please review this Agreement carefully as it affects (among other things) your rights with respect to certain inventions or other intellectual property rights developed by you during your employment with the Company. We wish to impress upon you that we do not want you to bring with you any confidential or proprietary material of any former employer or to violate any other obligations you may have to any former employer.

4. Authorization to Work in the United States. Please note that because of employer regulations adopted in the Immigration Reform and Control Act of 1986, within three (3) business days of starting your new position you will need to present documentation demonstrating that you have authorization to work in the United States. 5. At Will. Your employment with the Company is at will and may be terminated at any time, with or without good cause or for any or no cause, at the option of either you or the Company, with a prior written notice of 14 days (other than in the event of termination for cause). For the first 6 months of your employment the notice period will be 7 days. Further, your participation in any future stock option or benefit program is not to be regarded as assuring you of continuing employment for any particular period of time. Except as forth herein in section 6, you shall not be entitled to any severance payment upon termination of your employment. 6. Severance Pay. After the first six months of your employment, if the Company terminates your employment for any reason other than cause, then the Company will continue to pay your base salary for a period of another 2 weeks following the termination of your employment. Your base salary will be paid at the rate in effect at the time of the termination of your employment and in accordance with the Companys standard payroll procedures. 7. Entire Agreement. This letter and the Employee Confidentiality and Inventions Assignment Agreement constitute the entire agreement between the Company and you regarding the terms and conditions of your employment. Any additions, deletions, or modification to this agreement are ineffective unless printed and signed in writing by an authorized officer of the Company and you. If you decide to accept our offer, and I hope you will, please sign the enclosed copy of this letter in the space indicated and return it to me. Your signature will acknowledge that you have read and understood and agreed to the terms and conditions of this offer letter and the attached documents. Should you have anything else that you wish to discuss, please do not hesitate to call me. ___________, INC. By: _________________________

I have read and understood this offer letter and agree to the terms set forth above. _______________________ Dated: _________________

ANNEX A Major Terms Annual Base Salary: $_______. Performance Based Commission Plan for 2010: You shall be entitled to a commission of 10% of net revenues actually received by the Company from accounts directly assigned to you by the Company during the calendar year of 20__; In addition you shall be entitled to receive 5% of net revenues actually received by the Company from accounts and sales you are in support position as determined by the Company for during the calendar year of 20__; The commissions shall be payable for a period of 3 years from first revenue from such account, provided however that at such period you shall be employed by the Company. The commission rate, terms and quota shall be determined by the Company per each additional calendar year based on your personal quota for each year Expenses: The Company shall reimburse you for cellular phone, internet broadband, travel and home office expenses, all subject to the prior writeen approval of the Company's CEO. Review: You will receive a semi annual performance review at the end of the first six months of employment and thereafter. At that time, we will review your performance and discuss future goals and objectives. Vacation: You will be eligible for up to 10 days paid vacation days per calendar year of employment or as otherwise as shall be determined under the Company's policy.