BY AND BETWEEN

1
EXHIBIT 10.1

EMPLOYMENT AGREEMENT

BY AND BETWEEN

MAXXIS GROUP, INC.

AND

----------------

DATED:

TABLE OF CONTENTS

Page
----

1. Employment............................................................................................. 1

2. Term................................................................................................... 1

3. Compensation and Benefits.............................................................................. 1

4. Termination............................................................................................ 2

5. Trade Secrets, Non-Solicitation and Related Matters.................................................... 3

6. Successors; Binding Agreement.......................................................................... 5

7. Notice................................................................................................. 5

8. Settlement of Claims................................................................................... 5

9. Modification and Waiver................................................................................ 5

10. Governing Law.......................................................................................... 5

11. Severability........................................................................................... 5

12. Entire Agreement....................................................................................... 6

13. Headings............................................................................................... 6

14. Counterparts........................................................................................... 6

15. Definitions............................................................................................ 6

EXHIBIT A

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this "Agreement") is made by and between
MAXXIS GROUP, INC., a Georgia corporation (the "Company"), and ______________,
an individual resident of the State of Georgia (the "Employee"), as of this
______ day of ________, _____.

The Company desires to employ the Employee as its ____________. The
Company recognizes that the Employee's contribution to the growth and success
of the Company will be substantial. The Company desires to provide for the
employment of the Employee which the Company believes will reinforce and
encourage the dedication of the Employee to the Company and will promote the
best interests of the Company and its shareholders. The Employee is willing to
serve the Company on the terms and conditions herein provided. Certain terms
used in this Agreement are defined in Section 15 hereof.

In consideration of the foregoing, the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:

1. Employment. The Company shall employ the Employee, and the Employee
shall serve the Company, as the Company's ____________________________ upon the
terms and conditions set forth herein. The Employee shall have such authority
and responsibilities as are consistent with his position and which may be set
forth in this Agreement, in the Bylaws or assigned by the President (the
"President") of the Company from time to time. The Employee shall devote his
full business time, attention, skill and efforts to the performance of his
duties hereunder, except during periods of vacation and leaves of absence
consistent with Company policy.

2. Term. Unless earlier terminated as provided herein, the Employee's
employment under this Agreement shall be for a continuing term (the "Term") of
one year, which shall be extended automatically (without further action of the
Company or the Employee) each day for an additional day so that the remaining
term shall continue to be one year; provided, however, that either party may at
any time, by written notice to the other, fix the Term to a finite term of one
year, without further automatic extension, commencing with the date of such
notice. Notwithstanding the foregoing, the Term of employment hereunder will end
on the date that the Employee attains the age of 65.

3. Compensation and Benefits.

a. Effective July 1, 1997, the Company shall pay the Employee a salary
at a rate of not less than $800.00 per week in accordance with the salary
payment practices of the Company. The Compensation Committee shall review the
Employee's salary at least annually (on July 1, 1998, for the first review) and
may increase the Employee's base salary if the Compensation Committee determines
in its sole discretion that an increase is appropriate.

b. The Employee shall participate in a bonus program and shall be
eligible to receive quarterly or annual payments of a performance bonus based
upon achievement of targeted levels of performance and such other criteria as
the Board of Directors of the Company shall establish from time to time pursuant
to the bonus program.

c. The Employee shall be entitled to participate in all retirement,
welfare, deferred compensation, life and health insurance and other benefit
plans or programs of the Company now or hereafter applicable to the Employee or
applicable to all employees of the Company generally, including any stock option
plans of the Company.

d. The Company shall reimburse the Employee for travel and other
expenses actually incurred by the Employee that are directly related to the
Employee's duties set forth in this Agreement; provided, however, that the
Employee must timely submit written documentation of such expenses in a form
acceptable to the Company and the Employee shall have otherwise complied with
all other accounting practices of the Company.

4. Termination.

a. The Employee's employment under this Agreement may be terminated
prior to the end of the Term only as follows:

(i) upon the death of the Employee;

(ii) by the Company due to the Disability of the Employee upon
delivery of a Notice of Termination to the Employee;

(iii) by the Company for Cause upon delivery of a Notice of
Termination to the Employee; and

(iv) by the Company without Cause upon delivery of a Notice of
Termination to the Employee.

b. If the Employee's employment with the Company shall be terminated
during the Term (i) by reason of the Employee's death or (ii) by the Company for
Disability or Cause, the Company shall pay to the Employee (or in the case of
his death, the Employee's estate) within 15 days after the Termination Date, a
lump sum cash payment equal to the Accrued Compensation and, if such termination
is other than by the Company for Cause, any accrued performance bonus.

c. If the Company terminates the Employee without Cause pursuant to
Section 4(a)(iv) above, the Company shall pay to the Employee in cash at the end
of each week during the six-month period following the Termination Date an
amount equal to $800.00. The Employee shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other employment
or otherwise, and no such payment shall be offset or reduced by the amount of
any compensation or benefits provided to the Employee in any subsequent
employment.

d. The severance pay and benefits provided for in this Section 4 shall
be in lieu of any other severance or termination pay to which the Employee may
be entitled under any Company severance or termination plan, program, practice
or arrangement. The Employee's entitlement to any other compensation or benefits
shall be determined in accordance with the Company's employee benefit plans and
other applicable programs, policies and practices then in effect.

e. In the event that the Employee is a director of the Company or any
of its affiliates and his employment hereunder is terminated for any reason, the
Employee shall, and does hereby, tender his resignation as a director of the
Company and any of its affiliates effective as of the Termination Date.

5. Trade Secrets, Non-Solicitation and Related Matters.

a. The Employee shall not, at any time, either during the Term of his
employment or after the Termination Date, use or disclose any Trade Secrets of
the Company, except in fulfillment of his duties as the Employee during his
employment, for so long as the pertinent information or data remain Trade
Secrets, whether or not the Trade Secrets are in written or tangible form.

b. The Employee agrees to maintain in strict confidence and, except as
necessary to perform his duties for the Company, not to use or disclose any
Confidential Business Information during his employment and for a period of 24
months after the Termination Date.

c. Upon termination of employment, the Employee shall leave with the
Company all business records relating to the Company and its affiliates
including, without limitation, all contracts, calendars and other materials
relating to the business records, the Company's business or its customers,
including all physical, electronic and computer copies thereof, whether or not
the Employee prepared such materials or records himself. Upon such termination,
the Employee shall retain no copies of any such materials, provided, however,
the Employee may remove and retain all personal items and materials.

d. The Employee may disclose Trade Secrets or Confidential Business
Information pursuant to any order or legal process requiring him (in his legal
counsel's reasonable opinion) to do so; provided, however, that the Employee
shall first have notified the Company of the request or order to so disclose the
Trade Secrets or Confidential Business Information in sufficient time to allow
the Company to seek an appropriate protective order.

e. If the Employee is terminated or resigns for any reason, then for a
period of one year following the Termination Date, the Employee shall not
(except on behalf of or with the prior written consent of the Company) either
directly or indirectly, on the Employee's own behalf or in the service or on
behalf of others, (i) solicit, divert, or appropriate to or for a Competing
Business, or (ii) attempt to solicit, divert, or appropriate to or for a
Competing Business, any person or entity that was a customer of the Company or
any of its affiliates on the Termination Date; provided, however, that if the
Employee is terminated without Cause, then

the non-solicit period under this Section 5(e) shall be for a period of 180 days
following the Termination Date. For purposes of this Agreement, a "customer"
refers to any person or group of persons with whom the Employee had direct
material contact with regard to the selling, delivery or support of the
Company's products and services, including, servicing such person's or group's
account, during the period of two years preceding the Termination Date.

f. If the Employee is terminated or resigns for any reason, then for a
period of one year following the Termination Date, the Employee will not, either
directly or indirectly, on the Employee's own behalf or in the service or on
behalf of others, (i) solicit, divert, or hire away, or (ii) attempt to solicit,
divert, or hire away any employee of, independent associate of or consultant to
the Company or any of its affiliates engaged or experienced in the Business,
regardless of whether the employee or consultant is full-time or temporary, the
employment or engagement is pursuant to written agreement, or the employment or
engagement is for a determined period or is at will; provided, however, that if
the Employee is terminated without Cause, then the non-solicit period under this
Section 5(f) shall be for a period of 180 days following the Termination Date.

g. The Employee acknowledges and agrees that great loss and irreparable
damage would be suffered by the Company if the Employee should breach or violate
any of the terms or provisions of the covenants and agreements set forth in this
Section 5. The Employee further acknowledges and agrees that each of these
covenants and agreements is reasonably necessary to protect and preserve the
interests of the Company. The parties agree that money damages for any breach of
clauses (a) through (f) of this Section 5 will be insufficient to compensate for
any breaches thereof, and that the Employee or any of the Employee's affiliates,
as the case may be, will, to the extent permitted by law, waive in any
proceeding initiated to enforce such provisions any claim or defense that an
adequate remedy at law exists. The existence of any claim, demand, action or
cause of action against the Company, whether predicated upon this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Company of
any of the covenants or agreements in this Agreement; provided, however, that
nothing in this Agreement shall be deemed to deny the Employee the right to
defend against this enforcement on the basis that the Company has no right to
its enforcement under the terms of this Agreement.

h. The Employee acknowledges and agrees that: (i) the covenants and
agreements contained in clauses (a) through (f) of this Section 5 are the
essence of this Agreement; (ii) that the Employee has received good, adequate
and valuable consideration for each of these covenants; (iii) each of these
covenants is reasonable and necessary to protect and preserve the interests and
properties of the Company; (iv) the Company is and will be engaged in and
throughout the Territory in the Business; (v) a Competing Business could be
engaged in from any place in the Territory; and (vi) the Company has a
legitimate business interest in restricting the Employee's activities throughout
the Territory. The Employee also acknowledges and agrees that: (i) irreparable
loss and damage will be suffered by the Company should the Employee breach any
of these covenants and agreements; (ii) each of these covenants and agreements
in clauses (a) through (f) of this Section 5 is separate, distinct and severable
not only from the other covenants and agreements but also from the remaining
provisions of this Agreement; and (iii) the unenforceability of any covenants or
agreements shall not affect the

validity or enforceability of any of the other covenants or agreements or any
other provision or provisions of this Agreement. The Employee acknowledges and
agrees that if any of the provisions of clauses (a) through (f) of this Section
5 shall ever be deemed to exceed the time, activity or geographic limitations
permitted by applicable law, then such provisions shall be and hereby are
reformed to the maximum time, activity or geographical limitations permitted by
applicable law.

6. Successors; Binding Agreement.

a. This Agreement shall be binding upon and shall inure to the benefit
of the Company, its Successors and Assigns and the Company shall require any
Successors and Assigns to expressly assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to
perform it if no such succession or assignment had taken place.

b. Neither this Agreement nor any right or interest hereunder shall be
assignable or transferable by the Employee, his beneficiaries or legal
representatives, except by will or by the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Employee's
legal personal representative.

7. Notice. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement (including the Notice of
Termination) shall be in writing and shall be deemed to have been duly given
when personally delivered or sent by certified mail, return receipt requested,
postage prepaid, addressed to the respective addresses last given by each party
to the other; provided, however, that all notices to the Company shall be
directed to the attention of the President with a copy to the Secretary of the
Company. All notices and communications shall be deemed to have been received on
the date of delivery thereof.

8. Settlement of Claims. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which
the Company may have against the Employee or others. The Company may, however,
withhold from any benefits payable under this Agreement all federal, state, city
or other taxes as shall be required pursuant to any law or governmental
regulation or ruling.

9. Modification and Waiver. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the Employee and the Company. No waiver by
any party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.

10. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Georgia without giving
effect to the conflict

of laws principles thereof. Any action brought by any party to this Agreement
shall be brought and maintained in a court of competent jurisdiction in State of
Georgia.

11. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

12. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior agreements, if any,
understandings and arrangements, oral or written, between the parties hereto
with respect to the subject matter hereof.

13. Headings. The headings of Sections herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.

14. 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.

15. Definitions. For purposes of this Agreement, the following terms
shall have the following meanings:

a. "Accrued Compensation" shall mean an amount which shall include all
amounts earned or accrued through the Termination Date but not paid as of the
Termination Date, including (i) base salary and (ii) reimbursement for
reasonable and necessary expenses incurred by the Employee on behalf of the
Company during the period ending on the Termination Date.

b. "Business" shall mean the development, marketing or implementation
of a network marketing distribution business, a long distance reselling
business or any other related business which the Company or any of its
affiliates is engaged in as of the Termination Date.

c. "Bylaws" shall mean the Amended and Restated Bylaws of the Company,
as amended, supplemented or otherwise modified from time to time.

d. The termination of the Employee's employment shall be for "Cause" if
it is the result of:

(i) the commission or omission by the Employee of a willful or
negligent act which causes harm to the Company;

(ii) the conviction of the Employee for the commission or
perpetration by the Employee of any felony or any act of fraud;

(iii) the failure of the Employee to devote his full time and
attention to the business as provided in Section 1; or

(iv) the failure of the Employee to perform his duties hereunder in
a manner satisfactory to the President, as determined in his
sole discretion; provided, however, that the Employee shall
have 30 days to cure such failure after receiving notice
from the Company. The Company shall be obligated to provide
only one notice to Employee pursuant to this Section
15(d)(iv). Thereafter, the Company may terminate the Employee,
without the Employee having a right to cure, if the Employee
fails to perform his duties in a manner satisfactory to the
President, as determined in his sole discretion.

e. "Competing Business" shall mean any business that, in whole or in
part, is the same or substantially the same as the Business.

f. "Confidential Business Information" shall mean any non-public
information of a competitively sensitive or personal nature, other than Trade
Secrets, acquired by the Employee, directly or indirectly, in connection with
the Employee's employment (including his employment with the Company prior to
the date of this Agreement), including (without limitation) oral and written
information concerning the Company or its affiliates relating to financial
position and results of operations (revenues, margins, assets, net income,
etc.), annual and long-range business plans, marketing plans and methods,
account invoices, oral or written customer information and personnel
information. Confidential Business Information also includes information
recorded in manuals, memoranda, projections, minutes, plans, computer programs
and records, whether or not legended or otherwise identified by the Company and
its affiliates as Confidential Business Information, as well as information
which is the subject of meetings and discussions and not so recorded; provided,
however, that Confidential Business Information shall not include information
that is generally available to the public, other than as a result of disclosure,
directly or indirectly, by the Employee, or was available to the Employee on a
non-confidential basis prior to its disclosure to the Employee.

g. "Disability" shall mean a physical or mental infirmity which impairs
the Employee's ability to substantially perform his duties with the Company for
a period of 180 consecutive days, as determined by an independent physician
selected with the approval of both the Company and the Employee.

h. "Notice of Termination" shall mean a written notice of termination
from the Company which specifies an effective date of termination, indicates the
specific termination provision in this Agreement relied upon, and sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Employee's employment under the provision so indicated.

i. "President" shall have the meaning ascribed to such term in Section
1.

j. "Successors and Assigns" shall mean a corporation or other entity
acquiring all or substantially all the assets and business of the Company
(including this Agreement), whether by operation of law or otherwise.

k. "Termination Date" shall mean, in the case of the Employee's death,
his date of death, and in all other cases, the date specified in the Notice of
Termination.

l. "Territory" shall mean that area specified on Exhibit A attached
hereto.

m. "Trade Secrets" shall mean any information, including but not
limited to technical or non-technical data, a formula, a pattern, a compilation,
a program, a device, a method, a technique, a drawing, a process, financial
data, financial plans, product plans, information on customers or a list of
actual or potential customers or suppliers, which: (i) derives economic value,
actual or potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use; and (ii) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy.

IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed and its seal to be affixed hereunto by its officers thereunto duly
authorized, and the Employee has signed and sealed this Agreement, effective as
of the date first above written.

MAXXIS GROUP, INC.

ATTEST:

By: By:
------------------------ ------------------------------------
Name: Name: Xxxxxx X. Xxxxx
Title: Title: Chief Executive Officer
and President

EMPLOYEE

---------------------------------------

EXHIBIT A

TERRITORY

30 mile radius from the Company's corporate offices located at 0000
Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxx 00000

Document Metadata

Table of Contents

BY AND BETWEEN

Document Metadata