EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement") is made and entered into as of the

___ day of ________ by and between Gravity Payments, Inc, d/b/a Gravity Payments
(the "Company"), a Washington corporation with an office at 1455 NW Leary Way,
Suite 200, Seattle, WA 98107, and _______ ("Employee"), an individual residing at
________________________________.

RECITALS

WHEREAS, Employee desires to be employed by the Company as a

____________________;

WHEREAS, the Company desires to employ Employee as a ____________________;

and,

WHEREAS, the Parties desire by this writing to set forth the terms and conditions
relating to the employment relationship between Employee and the Company.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and promises

contained herein, the Parties hereto, each intending to be legally bound hereby, agree as
follows:

1. Employment.

Commencing on the date hereof, Employee shall serve as a

____________________ for the Company. Employee will devote his or her best efforts
and substantially all working hours to delivering and servicing Merchant Accounts for
the Company.

2. At-Will Status.

Employee's employment relationship is "At-Will" meaning that either Employee

or Company can terminate the employment relationship at any time, for any reason or for
no reason at all, with or without notice, and without cause.

3. Compensation.

The terms of compensation are provided in Schedule A. Modification to

compensation shall be made by the Company in writing at its discretion.

4. Agreement Not to Compete; Agreement Not to Solicit.

1
 a. During the period of employment with the Company, and for two (2)
years following termination of employment, Employee will not engage in, accept business
from, or have a financial interest in any business, either separately, jointly, or in
association with others, directly or indirectly, as an officer, director, consultant, agent,
employee, owner, partner, representative, stockholder or otherwise, which competes with
the Company.

b. An entity or individual shall be deemed to compete with the Company

if the entity or individual produces, markets, distributes, or sells any product or service in
the credit and debit card processing services industry, including ancillary services
(collectively "Credit Card Services"), which is directly or indirectly competitive with, or
which may be purchased in replacement or substitution in any market in which Gravity
Payments does business.

c. Employee further agrees that during his employment and for a period of
three (3) years thereafter, he will not solicit Credit Card Services business or otherwise
contact either separately, jointly, or in association with others, directly or indirectly on the
subject of Credit Card Services Business, or accept Credit Card Services business from the
Company's customers or prospects with whom Employee had direct or indirect contact
during the term of this Agreement.

d. Employee further agrees that during his employment and for a period of
three (3) years thereafter, Employee will not solicit or otherwise contact the Company's
employees, strategic partners, referral sources, or agents, with whom Employee had
contact during employment for the purpose of encouraging or engaging in competition
with the Company for Credit Card Services business. This includes both direct and indirect
solicitation and/or contact whether made separately, jointly, or in association with others.

e. If, during and/or after employment with the Company, Employee causes
a customer to stop processing with the Company by soliciting the customer directly or
indirectly to process with any entity or individual other than the Company; Employee shall
forfeit and waive any right to any ongoing compensation.

f. In the event of post-termination competition in violation of

Subparagraph (a), after less than two years of employment with the Company, Employee
shall pay Employer the sum of $20,000 as liquidated damages for breach of this promise.
This sum represents a reasonable forecast of damages, specifically the cost incurred by the
Company to train employees and which cost cannot be recovered because of Employee's
separation from employment. These liquidated damages are in addition to any other
damages due for breach of this agreement.

g. If Employee solicits or accepts business from the Company's customers,

strategic partners, referral sources or prospects, in violation of Subparagraph (d), as
liquidated damages, Employee shall pay the Company $5,000 for each customer who is
lost by the Company as a result of Employee's violation of this Agreement. These
liquidated damages are a reasonable forecast of damages and are in addition to any other
damages due for breach of this agreement.

5. Secret Processes and Confidential Information.

a. During the term of employment, the Company may provide Employee

with, and Employee hereby acknowledges that he/she may receive, Confidential
Information (as defined below) from the Company.

b. For the purposes of this Agreement, Confidential Information means

any information concerning the business affairs, operations, and financial condition of the
Company, including but not limited to all referral sources, prospects, training materials,
financial records, contracts, material leases, and such other items of information, trade
knowledge, customer lists, customer preferences, pricing information, methods, processes,
formulas, analyses, compilations, forecasts and studies held confidential by the Company.
Confidential Information does not include information which is or hereafter shall become
readily ascertainable to the public other than through disclosure by Employee.

c. During the term of his or her employment with the Company and
thereafter, (i) Employee will not divulge or disclose any Confidential Information to
anyone, directly or indirectly, other than in the regular and proper course of business of the
Company (or its affiliates) or as required by law and (ii) Employee will not use, directly or
indirectly, any Confidential Information for the benefit of anyone other than the Company
(or its affiliates).

d. All new processes, techniques, know-how, inventions, plans, products,

patents, and devices developed, made, or created by "the employee", alone or with others,
while an employee of the Company (or its affiliates), are hereby assigned to the Company
and shall become and be the sole property of the Company, unless released in writing by
the Company. Provided, this paragraph does not apply to an invention for which no
equipment, supplies, facilities or trade secret information of the Company was used and
which was developed entirely on Employee's own time, unless (a) the invention relates (i)
directly to the business of the Employer, or (ii) to the Employer's actual or demonstrably
anticipated research or development, or (b) the invention results from any work performed
by the Employee for the Employer. All inventions, patented or unpatented, which
Employee made prior to his/her employment with Employer are excluded from the scope of
this Agreement. To preclude any uncertainty regarding inventions that were created prior to
employment and those that are created during Employee's employment with Employer,
Employee agrees to record and disclose, on Schedule B, each of his/her prior inventions,
whether or not yet the subject of pending applications, issued patents, or copyrights.
Employee agrees to describe the inventions in sufficient detail to permit Employer to
reasonably understand the scope of Employee's inventions.

e. Notwithstanding the foregoing, in the event Employee is required to

disclose or divulge Confidential Information pursuant to any subpoena or other judicial
process, he/she will promptly notify the Company, and if requested by the Company
(or its affiliates), will assist the Company (or its affiliates) in seeking a protective order
with respect thereto.

f. Right to Injunction. Employee expressly agrees that the breach of any

restriction contained in Sections 5 and/or 6 hereof would result in irreparable injury to the
Company, and that the remedy at law for any such breach would be inadequate. Upon
breach of either of these provisions, the Company, in addition to all other available
remedies, shall be entitled to injunctive relief in any court of competent jurisdiction.

6. Offset.

Employee agrees that if he/she is entitled at the time of termination to any unpaid
compensation, including, but not limited to, base salary, commissions, and bonuses,
Employer is expressly authorized to offset such compensation against any damages
suffered by Employer as a result of Employee's breach of any provision of Paragraphs 5
and 6. The parties expressly acknowledge that this provision has been specifically
negotiated, and is within the provisions of RCW 49.48.010.

7. Non-Disparagement.

Employee shall not, either during or after Employee's employment, make any
statements, whether oral or in writing that would tend to disparage or defame the
Company, its products or services, or its other Employees.

8. Disclosure to Future Employers.

Employee agrees to fully reveal the terms of this Agreement to any future
employer. Employee expressly authorizes Employer, at its election, to advise any future
employer of Employee of the existence of this Agreement and its terms.

9. General Provisions.

a. Notices. Any notices required or permitted hereunder shall be in writing

and shall be deemed to have been given when personally delivered, delivered by nationally
recognized overnight courier, or when mailed, certified or registered mail, postage prepaid,
to the addresses set forth above, or to such other addresses as the parties may give notice.

b. Governing Law. The terms of this Agreement shall be governed by the

laws of the State of Washington, without regard to principles of conflicts of law.

c. Severability. In the event any provision of this Agreement is found to be

unenforceable, such provision shall be deemed modified to the extent necessary to allow
enforceability of the provision as so limited, it being intended that the parties shall receive
the benefits contemplated in this Agreement to the fullest extent permitted by law. If a
deemed modification is not satisfactory in the judgment of such arbitrator or court, the
unenforceable provision shall be deemed deleted and the validity and enforceability of the
remaining provisions shall not be affected.

d. Assignability. Employee may not assign his interest in or delegate his

duties under this Agreement. The covenants and obligations of Employee hereunder shall
inure to the benefit of the Company's successors and assigns.

e. Attorneys' Fees and Costs. In any proceeding concerning the

interpretation or enforcement of any provision of this Agreement, the prevailing party shall
be awarded its reasonable attorneys' fees, costs and expenses.

f. Arbitration and Forum Selection. Any dispute under this Agreement,

other than those arising under paragraphs 5 and 6, shall be submitted to binding arbitration
under the Commercial Arbitration Rules of the American Arbitration Association. Any
litigation to interpret or enforce paragraphs 5 and 6 of this Agreement shall be brought in
King County Superior Court or U.S. District Court/Western District of Washington.

g. Entire Agreement; Modification. This Agreement constitutes the entire

agreement of the parties hereto with respect to the subject matter hereof and may not be
modified or amended in any way except in writing by the parties hereto.

h. No Waiver. No waiver of any breach or default hereunder shall be

considered valid unless in writing and signed by the party giving such waiver, and no such
waiver shall be deemed a waiver of any subsequent breach or default of the same or similar
nature.

By signing below, the Parties hereto agree to the terms and conditions of
this Agreement and intend to be legally bound thereby.

Employee Signature Gravity Payments

Compensation
During the course of employment, Employee will receive compensation in the amount of
$_____________________.

Compensation will be evaluated regularly, and changes to compensation will be based on

performance. All compensation shall be adjusted in writing at the Company's sole
discretion.
 Schedule B

Prior Inventions List

I represent and covenant that the list is complete and that, if no items are on the list, I have no
such prior inventions.

Name of Employer Witness