THIS EMPLOYMENT AGREEMENT (the "Employment Agreement"), dated as of this _________,_________,_________(M/D/Y), is entered into by and among AAA Corporation (the "Company" or "Employer") and BBB ("Executive"). In consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:

　　1. EMPLOYMENT.

　　1.1. POSITION. During the Employment Term (as hereinafter defined) and subject to the terms and conditions set forth herein, the Company agrees to employ Executive as its Chief Executive Officer reporting to the Board of Directors of the Company.

　　1.2. DUTIES. Executive shall diligently, and to the best of his ability, perform all such duties incident to his positions and use his best efforts to promote the best interests of the Company.

　　1.3. TIME TO BE DEVOTED TO EMPLOYMENT. During the Employment Term, Executive shall devote his full time and energy to the business of the Company and shall not be engaged in any competitive business activity without the express written consent of the Company. Executive hereby represents that he is not a party to any agreement which would be an impediment to entering into this Employment Agreement and that he is permitted to enter into this Employment Agreement and perform his obligations hereunder.

　　2. COMPENSATION AND BENEFITS.

　　2.1. ANNUAL SALARY. In consideration of and as compensation for the services agreed to be performed by Executive hereunder, the Company agrees to pay Executive commencing on the Effective Date a starting annual base salary of _________ dollars ($ _________), payable in accordance with the Company's regular payroll schedule ("Base Salary"), less applicable withholdings and deductions. The Base Salary will be subject to increase at the sole discretion of the Board of Directors of the Company.

　　2.2. PERFORMANCE BONUS. Executive shall be entitled to bonuses in accordance with the Company bonus plan for Company officers to be established and implemented by the Board of Directors of the Company payable in accordance with the Company's standard policy, provided that Executive shall be entitled to a guaranteed minimum annual bonus of $ _________ (the "Guaranteed Bonus") during the Employment Term. The Company will deduct and withhold from any bonus payable to Executive hereunder any and all applicable Federal, state and local income and employment withholding taxes and any other amounts required to be deducted or withheld by the Company under applicable statute or regulation.

　　2.3. PARTICIPATION IN BENEFIT PLANS. During the Employment Term, Executive shall be entitled to participate in any pension, group insurance, Section 401(k), vision, dental, medical hospitalization, annual physical, disability or other similar benefit plan, to the extent permitted by law, that may from time to time be adopted by the Board of Directors of the Company, that is generally available to the other executive officers of the Company. The Company reserves the right to amend, modify or terminate any employee benefits at any time for any reason. Until such time as the Company's medical plans are in place, the Company shall reimburse Executive's cost in continuing his existing medical insurance coverage under COBRA.

　　2.4. REIMBURSEMENT OF EXPENSES; MOVING EXPENSES. The Company shall reimburse Executive for all reasonable business expenses incurred by Executive on behalf of the Company during the Employment Term, provided that: (i) such reasonable expenses are ordinary and necessary business expenses incurred on behalf of the Company, and (ii) Executive provides the Company with itemized accounts, receipts and other documentation for such expenses as are reasonably required by the Company. The Company shall also reimburse Executive for relocation expenses incurred within six months of the date hereof in connection with Executive's relocation to the New York City area (including the real estate commission on the sale of Executive's current home).

　　2.5. VACATION. During the Employment Term, Executive will be entitled to five (5) weeks of paid vacation per annum.

　　3. EMPLOYMENT TERM.

　　3.1. EMPLOYMENT TERM. The "Employment Term" means the period commencing on the closing of the Company's first equity financing which yields proceeds to the Company in excess of $5 million (the "Effective Date") and terminating on the earlier of five (5) years from the Effective Date or as set forth in Section 4.1.

　　3.2. NOTICE OF RENEWAL. At least sixty (60) days prior to the natural expiration of the initial Employment Term of this Employment Agreement and sixty (60) days prior to each one-year anniversary thereafter, if applicable, the Company shall give Executive written notice of whether the Company will be seeking a one-year extension of Executive's services beyond the initial Employment Term or subsequent one-year period, if applicable. Unless such notice indicates that there will be no extension, the term of this Employment Agreement shall be automatically renewed for successive one-year periods. However, Executive's employment with Employer will continue unless terminated by Executive or the Company as set forth in Section 4.1.