EXECUTIVE

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (hereinafter “Agreement”) is made and entered into as of the 1st day of ________________ (the “Effective Date”), by and between ________________  a ________________ corporation, with its principal offices located at ________________ (hereinafter the “Company”), and ________________ (hereinafter the “Employee”).

Recitals

WHEREAS, the Company conducts a business related to asset management, business management and related enterprises, and the Employee is a founder of the company has expertise and experience in the business activities of the Company; and

WHEREAS, the Company desires to employ the Employee pursuant to the terms and conditions of this Agreement, and the Employee has agreed to be employed by the Company on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the Company and the Employee (each individually a “Party” and together the “Parties”) agree as follows:

Terms and Conditions

1.                  DEFINITIONS.  In addition to certain terms defined elsewhere in this Agreement, the following terms shall have the following respective meanings:

1.1  “Affiliate” shall mean any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified.  For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise and, in any event and without limitation of the previous sentence, any Person owning ten percent (10%) or more of the voting securities of another Person shall be deemed to control that Person.

1.2  “Base Salary” shall mean the salary provided for in Section 3.1 of this Agreement.

1.3  “Board” shall mean the Board of Directors of the Company.

1.4  “Cause” shall mean that the Employee:

(a)                has been formally charged with or convicted of a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude;

(b)               has participated in fraud, embezzlement, or other act of dishonesty involving the Company;