ex101.htm


    EMPLOYMENT
AGREEMENT

    


    THIS
EMPLOYMENT AGREEMENT, is made as of May 21, 2008 (the “Effective Date”), by
and between Kevin Markey (the “Employee”) and PNG
Ventures, Inc, a Nevada corporation (the “Company”). Both the
Employee and the Company may hereinafter be referred to individually as a “Party” and
collectively as the “Parties.”

    


    RECITALS

    


    WHEREAS,
the Company desires to employ Employee on the terms and conditions herein stated
and Employee accepts such terms of employment;

    


    AGREEMENT

    


    NOW,
THEREFORE, in consideration of the mutual covenants contained in this Agreement,
and for good and valuable consideration, the receipt of which is hereby
acknowledged, it is hereby agreed as follows:

    


    1.           Position.  During
the term of this Agreement, the Company will employ the Employee, and the
Employee will serve the Company in the capacity of Chief Executive
Officer.

    


    2.           Duties.  The
Employee will perform the duties of the Chief Executive Officer of the Company
as such position is described by the Bylaws of the Company, together with such
additional reasonably related duties assigned by the Board of Directors; provided, however, the
Employee shall not be empowered to take any of the following actions without
prior written approval by the Board of Directors:

    


    
      	
               
      

            	
              2.1

            	
              Hire
      and/or fire any Company officer, employee, agent or
      subcontractor;

            


    

    


    
      	
               
      

            	
              2.2

            	
              Enter
      into any agreement to encumber the Company in any form in excess of
      $100;

            


    

    


    
      	
               
      

            	
              2.3

            	
              Enter
      into any executory, merger or acquisition
  agreement;

            


    

    


    
      	
               
      

            	
              2.4

            	
              Sell,
      transfer or otherwise dispose of any of any Company
  assets;

            


    

    


    
      	
               
      

            	
              2.5

            	
              Issue
      any debt or equity interest in the Company, including, but not limited to,
      common stock, preferred stock, warrants, notes, debt instruments of any
      kind, convertible notes or any other debt or securities (or otherwise
      enter into agreements to issue any debt or
  securities);

            


    

    


    3.           Service.  Except
with respect to the matters specified below, Employee will devote sufficient
working time and efforts to adequately attend the business and affairs of the
Company.  However, Employee will not work full time and the Company
agrees that Employee may have other outside business activities.

    


    4.           Term of
Agreement.  The initial term of this Agreement shall be 10 days
and shall automatically renew every 10 days thereafter until terminated as
further described in Section 6 herein.

    


    5.           Compensation and
Expenses.

    


    5.1           Salary.   Employee
shall receive $50 per day as compensation for performing his duties
hereunder.

    


    5.5           Expenses.  Employee
shall be responsible for any and all costs and expenses incurred by Employee
while acting as an employee of the Company.

    


    6.           Termination. The
Employee shall serve at the will of the Board of Directors and may be terminated
by the Board of Directors for any reason whatsoever without notice (a “Termination”).
Employee shall be entitled to any unpaid salary accrued up to the point of
termination.

    


    7.           Miscellaneous.

    


    7.1           Severability.  If
any provision of this Agreement shall be found by any arbitrator or court of
competent jurisdiction to be invalid or unenforceable, then the Parties hereby
waive such provision to the extent that it is found to be invalid or
unenforceable and to the extent that to do so would not deprive one of the
Parties of the substantial benefit of its bargain.  Such provision
shall, to the extent allowable by law and the preceding sentence, be modified by
such arbitrator or court so that it becomes enforceable and, as modified, shall
be enforced as any other provision hereof, all the other provisions continuing
in full force and effect.

    7.2           No
Waiver.  The failure by either Party at any time to require
performance or compliance by the other of any of its obligations or agreements
shall in no way affect the right to require such performance or compliance at
any time thereafter.  The waiver by either Party of a breach of any
provision hereof shall not be taken or held to be a waiver of any preceding or
succeeding breach of such provision or as a waiver of the provision
itself.  No waiver of any kind shall be effective or binding, unless
it is in writing and is signed by the Party against whom such waiver is sought
to be enforced.

    


    7.3           No
Assignment.  This Agreement and all rights hereunder are
personal to the Employee and may not be transferred or assigned by the Employee
at any time.  The Company may assign its rights, together with its
obligations hereunder, to any parent, subsidiary, affiliate or successor, or in
connection with any sale, transfer or other disposition of all or substantially
all of its business and assets, provided, however, that any such assignee
assumes the Company's obligations hereunder.

    


    7.4           Withholding.  All
sums payable to the Employee hereunder shall be reduced by all federal, state,
local and other withholding and similar taxes and payments required by
applicable law.

    


    7.5           Entire
Agreement.  This Agreement constitutes the entire and only
agreement between the Parties relating to employment of the Employee with the
Company, and this Agreement supersedes and cancels any and all previous
contracts, arrangements or understandings with respect thereto.

    


    7.6           Amendment.  This
Agreement may be amended, modified, superseded, cancelled, renewed or extended
only by an agreement in writing executed by both Parties hereto.

    


    7.7           Notices.  All
notices, requests, demands or other communications required or permitted
hereunder shall be in writing and shall be delivered personally, or sent by
telecopier machine or by a nationally recognized overnight courier service, and
shall be deemed given when so delivered personally, or by telecopier machine or
overnight courier service.

     

    7.8           Binding
Nature.  This Agreement shall be binding upon, and inure to the
benefit of, the successors and personal representatives of the respective
Parties hereto.

    


    7.9           Headings.  The
headings contained in this Agreement are for reference purposes only and shall
in no way affect the meaning or interpretation of this Agreement.  In
this Agreement, the singular includes the plural, the plural included the
singular, the masculine gender includes both male and female referents, and the
word “or” is used in the inclusive sense.

    


    7.10           Counterparts and Fax
Signatures.  This Agreement may be executed by Fax and in two
or more counterparts, each of which shall be deemed to be an original but all of
which, taken together, constitute one and the same agreement.

    


    7.11           Governing
Law.  The subject matter of this Agreement shall be governed by
and construed in accordance with the laws of the State of California (without
reference to its choice of law principles), and to the exclusion of the law of
any other forum, without regard to the jurisdiction in which any action or
special proceeding may be instituted.  EACH PARTY HERETO AGREES TO
SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS
LOCATED IN NORTH COUNTY OF SAN DIEGO, CALIFORNIA FOR RESOLUTION OF ALL DISPUTES
ARISING OUT OF, IN CONNECTION WITH, OR BY REASON OF THE INTERPRETATION,
CONSTRUCTION, AND ENFORCEMENT OF THIS AGREEMENT, AND HEREBY WAIVES THE CLAIM OR
DEFENSE THEREIN THAT SUCH COURTS CONSTITUTE AN INCONVENIENT FORUM.  AS
A MATERIAL INDUCEMENT FOR THIS AGREEMENT, EACH PARTY SPECIFICALLY WAIVES THE
RIGHT TO TRIAL BY JURY OF ANY ISSUES SO TRIABLE.   If it becomes
necessary for any Party to institute legal action to enforce the terms and
conditions of this Agreement, the prevailing Party shall be awarded reasonable
attorneys fees, expenses and costs.

    


    7.12           Arbitration.  Any
dispute or other disagreement arising from or out of this Agreement shall be
submitted to arbitration under the commercial rules of the American Arbitration
Association and the decision of the arbiter(s) shall be enforceable in any court
having jurisdiction thereof.  Arbitration shall occur only in San
Diego County, CA.  The interpretation and the enforcement of this
Agreement shall be governed by California Law as applied to residents of the
State of California relating to contracts executed in and to be performed solely
within the State of California.

    


    7.13           Attorneys'
Fees.  In the event of any claim, demand or suit arising out of
or with respect to this Agreement, the prevailing Party shall be entitled to
reasonable costs and attorneys' fees, including any such costs and fees upon
appeal.

    


    7.14           Joint Drafting and Exclusive
Agreement.  This Agreement is the only
Agreement executed by and between the Parties related to the performance of the
Services described herein.  There are no additional oral agreements or
other understandings related to the performance of the Services described
herein.  This Agreement shall be deemed to have been drafted jointly
by the Parties hereto, and no inference or interpretation against any one Party
shall be made solely by virtue of such Party allegedly having been the
draftsperson of this Agreement.  The Parties have each conducted
sufficient and appropriate due diligence with respect to the facts and
circumstances surrounding and related to this Agreement.  The Parties
expressly disclaim all reliance upon, and prospectively waive any fraud,
misrepresentation, negligence or other claim based on information supplied by
the other Party, in any way relating to the subject matter of this
Agreement.

    


    7.15           Acknowledgments and
Assent.  The Parties acknowledge that they have been given at
least ten (10) days to consider this Agreement and that they were advised to
consult with an independent attorney prior to signing this Agreement and that
they have in fact consulted with counsel of their own choosing prior to
executing this Agreement.  The Parties may revoke this Agreement for a
period of three (3) calendar days after signing this Agreement, and the
Agreement shall not be effective or enforceable until the expiration of this
three (3) day revocation period.  The Parties agree that they have
read this Agreement and understand the content herein, and freely and
voluntarily assent to all of the terms herein.

    


    


    


    ***SIGNATURE
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    SIGNATURE
PAGE

    


    IN
WITNESS WHEREOF, this Agreement is executed and dated as of the date first set
forth above.

    


    


    
      	
              COMPANY

               

              PNG
      Ventures, Inc.

               

               

            	
              EMPLOYEE

               

              Kevin
      Markey