exv10w1



 






Exhibit 10.1






     Magic Communications, Inc.




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on August ___, 2007, by
and between Magic Communications, Inc. (the “Company”), and C. Dean Homayouni, Esq., CPA
(“Executive”).



W I T N E S S E T H:




     WHEREAS, the Company desires to employ Executive as Chief Financial Officer of the Company
from and after the Effective Date until such date as his term of employment shall end pursuant to
the terms and conditions contained herein;



     WHEREAS, Executive desires to be employed by the Company in such position and for such period
pursuant to the terms and conditions contained herein;



     NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and undertakings
contained in this Agreement, and intending to be legally bound, the Company and Executive agree as
follows:




	I.	 	 Employment Period. Subject to the terms and conditions of this
Agreement, Executive’s employment with the Company shall begin on
August ___, 2007 (the “Effective Date”) and shall continue through
August ___2010 (the “Term”).
	 
	II.	 	Position and Duties.






	 	A.	 	During the Term of this Agreement, Executive shall be
the Chief Financial Officer of the Company and shall
have such duties and responsibilities as are customary
for such position and consistent with those duties and
responsibilities of a Chief Financial Officer of a
corporation that is comparable to the Company.
Executive shall report directly to the Chief Executive
Officer of the Company and to the Board of Directors
of the Company (the “Board”). Executive’s services
shall be performed at the offices of the Company
located in Henderson, Nevada or an office that is
located no more than 25 miles from such offices,
subject to reasonable travel requirements.
	 
	 	B.	 	Excluding periods of vacation, sick leave and
disability to which Executive is entitled pursuant to
the terms of this Agreement, during the Term,
Executive agrees to devote substantially all of his
business time to the performance of his duties and
responsibilities under this Agreement; provided that
Executive may (i) engage in civic or charitable
activities, including serving on corporate, civic,
educational, philanthropic or charitable boards or
committees, (ii) manage Executive’s personal
investments and (iii) remain as a Member of the Board
of Directors of Silver State Ethanol, Inc. and
subsidiaries and perform limited outside legal
services for his current law practice clients,
provided further, that, in each case, such activities
do not materially interfere with the performance of
Executive’s duties and responsibilities hereunder.
Executive represents and warrants to the Company that
he is not aware of any actual or potential conflicts
between the Services currently being provided and the
interests of the Company.






	III.	 	Compensation and Reimbursement. As compensation to Executive for
his employment services under this Agreement:






	 	A.	 	Base Salary. The Company shall pay to Executive a base salary at an annual rate equal to $150,000
per year (the “Base Salary”), which shall be paid in accordance with the Company’s payroll practices
for executive officers, but not less frequently than monthly. The Base Salary shall be






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	 	 	 	subject to annual review by the Board or the Compensation Committee (or similar committee) of the
Company (the “Compensation Committee”) whereupon the Base Salary may be increased (but not
decreased) at their sole discretion.
	 
	 	B.	 	Annual Incentive Bonus. Executive shall be given the
opportunity to earn an incentive bonus (the “Incentive
Bonus”) for each calendar year (or portion thereof)
during the Term of this Agreement. The actual amount
payable to Executive as an Incentive Bonus with
respect to a Performance Year (as defined below) shall
be dependent upon a review by the Compensation
Committee of Executive’s performance during the
calendar year or portion thereof that employment
services are provided under this Agreement (each such
year or portion thereof to which the performance
objectives relate is referred to as a “Performance
Year”) and the achievement of performance objectives
established by the Board or the Compensation Committee
during such Performance Year. Executive’s target
Incentive Bonus opportunity for each Performance Year
during the Term is 20% of the applicable year of Base
Salary at the highest rate in effect during such
Performance Year (the “Target Bonus Opportunity”).
Accordingly, depending on the review by the Board of
Directors of Executive’s performance and the
attainment of the performance objectives during the
Performance Year, the actual amount payable as the
Incentive Bonus to Executive for each Performance Year
during the Term of this Agreement may be less than,
greater than or equal to the Target Bonus Opportunity.
Any Incentive Bonus shall be paid at the same time as
similar bonuses are payable to other officers of the
Company, but in no event later than two and a half
(2 1/2) months following the end of the
Performance Year with respect to which such Incentive
Bonus is to be paid.
	 
	 	C.	 	Equity Compensation and Equity Award. Executive shall
be granted: (i) 83,333 Shares of Restricted Stock on
January 2, 2008, (ii) 83,333 Shares of Restricted
Stock on the first anniversary date of the this
agreement and (iii) shall earn and accrue another
13,889 shares of restricted stock per month for
twenty-four (24) thereafter. The stock under (i) shall
be issued on January 2, 2008, the stock under (ii)
shall be issued on the anniversary date of this
Agreement and the stock earned under (iii) shall be
issued on June 30 and December 31 of each year. If
Executives employment is terminated by either the
Company or the Executive, then all earned accrued
stock shall be issued within ten (10) days of
Executive’s last day of employment.
	 
	 	D.	 	 Benefits. During the Term, Executive shall receive employee
benefits and be eligible to participate in all employee benefit
plans in a manner commensurate with the other senior executive
officers of the Company.
	 
	 	E.	 	Business Expenses. During the Term, Executive shall be
entitled to receive prompt reimbursement for all
expenses incurred by Executive in the performance of
his duties and responsibilities hereunder, subject to
such written documentation as the Company may
reasonably require in accordance with its standard
expense reimbursement practices and policies.
	 
	 	F.	 	Office and Support Staff. During the Term, Executive
shall be entitled to an office and secretarial and
other assistance consistent with his position and the
support provided to the other senior executive
officers of the Company.
	 
	 	G.	 	Vacation. Executive shall be entitled to two (2) weeks
paid vacation per year that shall increase to three
(3) weeks after two years of employment .
	 
	 	H.	 	 Professional Training. Executive shall be entitled to
sixty (60) hours paid time per year to complete
Continuing Professional Education to maintain his
status as a Certified Public Accountant and licensed
Attorney for the State of Nevada and the State of
California. The





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	 	 	 	Company shall reimburse Executive for
all course fees paid by Executive to maintain his
professional licenses. The Company shall pay for
Executive’s annual dues and fees to the Nevada Board
of Accountancy, The California Board of Accountancy,
The American Institute of Certified Public
Accountants, The Nevada Bar Association, The
California Bar Association and Clark County Bar
Association.






	IV.	 	 Employment Termination.






	 	A.	 	At End of Term. Executive’s employment shall terminate at the end of the Term.
	 
	 	B.	 	Death or Disability. Executive’s employment shall
terminate automatically upon Executive’s death. The
Company may terminate Executive’s employment after
having established Executive’s Disability (as defined
below) by giving the Executive a Notice of Termination
(as defined below). For purposes of this Agreement,
“Disability” shall mean any physical or mental
illness, impairment or infirmity which materially
impairs Executive’s ability to perform the essential
functions of his position, including his essential
duties and responsibilities under this Agreement, with
reasonable accommodation, for at least one hundred
eighty (180) days during any 365-consecutive-day
period. Notwithstanding the foregoing, to the extent
that any payment or benefit under this Agreement that
is subject to Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”) may be triggered
due to a Disability, “Disability” shall mean Executive
(i) is unable to engage in any substantial gainful
activity by reason of any medically determinable
physical or mental impairment which can be expected to
result in death or can be expected to last for a
continuous period of not less than twelve (12) months,
or (ii) is, by reason of any medically determinable
physical or mental impairment which can be expected to
result in death or can be expected to last for a
continuous period of not less than twelve (12) months,
receiving income replacement benefits for a period of
not less than three (3) months under a
Company-sponsored group disability plan.
	 
	 	C.	 	With or Without Cause. The Company may terminate
Executive’s employment with or without Cause. For
purposes of this Agreement, “Cause” shall mean: (i)
Executive’s willful and continued failure to perform
substantially his duties with the Company (other than
any such failure resulting from Executive’s Disability
or any such failure subsequent to Executive being
delivered notice of the Company’s intent to terminate
Executive’s employment without Cause or delivering to
the Company a notice of Executive’s intent to
terminate for Good Reason) after a written demand for
substantial performance is delivered to Executive by
the Board, the Compensation Committee or the Chief
Executive Officer of the Company which specifically
identifies the manner in which the Board, the
Compensation Committee or the Chief Executive Officer
of the Company believes Executive has not
substantially performed Executive’s duties and
Executive, after a period of no less than thirty days
as set forth in the Company’s notice, has failed to
cure such failure; (ii) Executive’s willful dishonesty
or misconduct in the performance of his duties that
could reasonably be expected to cause a material harm
to the Company or any of its subsidiaries; (iii)
Executive’s involvement in a transaction in connection
with the performance of his duties to the Company or
any of its subsidiaries which has not been disclosed
to the Board or Company and which is adverse to the
interests of the Company or its subsidiaries and which
is engaged in for personal profit (whether for the
benefit of Executive or any other person or entity
related to Executive or with respect to which
Executive has a material interest); or (iv)
Executive’s conviction (by a court of competent
jurisdiction) of, or a plea of nolo contendere to, any
crime that constitutes a felony under federal, state
or local law (other than a motor vehicle violation for
which no custodial penalty is imposed). For purpose of
the definition of Cause set forth above, no act or
failure to act shall be considered “willful” unless
done or omitted to be done by Executive in bad





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	 	 	 	faith and without reasonable belief that Executive’s action
was in the best interests of the Company and its
subsidiaries. Any act, or failure to act, based upon
authority given pursuant to a resolution duly adopted
by the Board or based upon the advice of counsel for
the Company shall be conclusively presumed to be done,
or omitted to be done, by Executive in good faith and
in the best interests of the Company.
	 
	 	D.	 	With or Without Good Reason. Executive may terminate
his employment with or without Good Reason. For
purposes of this Agreement, “Good Reason” shall mean,
without Executive’s express written consent: (i) a
reduction in Executive’s Base Salary or a material
reduction or discontinuance of any material benefit
plan; (ii) a failure to award an Incentive Bonus to
Executive in an amount equal to at least 75% of
Executive’s Target Bonus Opportunity for any
Performance Year ending after December 31, 2006; (iii)
a failure on the part of the Company to grant or cause
to be granted to Executive the Equity Award as
previously discussed; (iv) any change in the position,
duties, responsibilities (including reporting
responsibilities) or status of Executive that is
inconsistent and adverse to Executive in any material
respect with Executive’s position, duties,
responsibilities or status with or to the Company as a
public company as of the Effective Date (including
Executive not serving as the Chief Financial Officer
of the Company); (v) a requirement by
the Company that Executive be based in an office that
is located more than 25 miles from Executive’s
principal place of employment as of the Effective
Date; or (vi) any material failure on the part of the
Company to comply with and satisfy the terms of this
Agreement; provided, that a termination by Executive
with Good Reason shall be effective only if Executive
delivers to the Company a Notice of Termination for
Good Reason within ninety (90) days after Executive
first learns of the existence of the circumstances
giving rise to Good Reason and within thirty (30) days
following delivery of such Notice of Termination for
Good Reason, the Company has failed to cure the
circumstances giving rise to Good Reason to the
reasonable satisfaction of Executive; provided
further, that Executive shall not be required to
deliver to the Company a Notice of Termination within
ninety (90) days after Executive first learns of the
existence of circumstances giving rise to Good Reason
pursuant to clause (iv) above.
	 
	 	E.	 	Notice of Termination. Any termination by the Company
with or without Cause or on account of Disability, or
by Executive with or without Good Reason, shall be
communicated in writing to the other party hereto (a
“Notice of Termination”). Such Notice of Termination
shall include: (i) the specific termination provision
of this Agreement relied upon, (ii) reasonable detail
as to the facts and circumstances claimed to provide a
basis for termination of Executive’s employment under
the provision so indicated and (iii) if the
termination date is different from the date of the
receipt of such notice, the specified termination
date.






	V.	 	 Company Obligations Upon An Employment Termination.






	 	A.	 	End of Term. Upon termination of Executive’s
employment at the end of the Term pursuant to Section
IV.A. above, Executive shall be entitled to the
following:






	 	1.	 	100% of all vested Equity Awards held by Executive as
of the date of such termination shall become vested.
For the avoidance of doubt, any Equity Awards that are
scheduled to vest on or before such termination date
shall be considered vested rather than unvested for
the purpose of determining the amount of vested Equity
Awards as of the date of such termination; and
	 
	 	2.	 	A lump sum payment, to be paid on the tenth business
day following such termination, equal to the sum of
the Accrued Obligations (as defined below) and the Pro
Rata Bonus Amount (as defined below).





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	 	B.	 	Death or Disability. Upon termination of Executive’s
employment due to death or Disability, Executive (or
Executive’s beneficiaries, as applicable) shall be
entitled to the following:






	 	1.	 	A lump sum payment, to be paid on the tenth business
day following such termination, equal to the sum of
the Accrued Obligations (as defined below) and the Pro
Rata Bonus Amount (as defined below). For purposes of
this Agreement, “Accrued Obligations” shall mean all
amounts earned or accrued through the date of
termination but not paid as of the date of
termination, including but not limited to (a) Base
Salary, (b) expenses incurred by the Executive for the
period ending on the date of termination, (c) vacation
pay and (d) any unpaid Incentive Bonus with respect to
the most recently completed Performance Year prior to
the date on which such termination occurs, provided,
that if such termination occurs prior to the
determination by the Board or the Compensation
Committee of the Incentive Bonus with respect to the
most recently completed Performance Year, then an
amount equal to the most recent Incentive Bonus
awarded to Executive. For purposes of this Agreement,
the “Pro Rata Bonus Amount” shall mean an amount
representing a pro rata portion (based on the number
of days in the period beginning on the first day of
the current Performance Year and ending on the date of
termination) of the greater of (a) 100% of the Target
Bonus Opportunity for the Performance Year in which
such termination occurs or (b) 100% of the Incentive
Bonus awarded to Executive in respect of the most
recent Performance Year for which an Incentive Bonus
has been awarded;
	 
	 	2.	 	To the extent permitted by the Company’s plans at the time of
termination, the continuation of medical, dental, life insurance,
disability and other welfare benefits (to the extent made
available to Executive and his dependents prior to termination)
for Executive (and his dependents) for one year following
termination, provided, that if Executive’s continued participation
in any such medical, dental, life insurance, disability or other
welfare plan is not permitted, Executive shall be entitled to a
lump sum payment, to be paid on the tenth business day following
such termination, equal to the cost to the Company of providing
benefits under such plan(s) in which he (or his dependents) is
unable to participate for such one year period; and






	 	C.	 	 By Company for “Cause” or by Executive without “Good
Reason”. In the event of a termination of employment
by the Company for Cause or a resignation by the
Executive without Good Reason (other than pursuant to
Section IV.A above), Executive shall be entitled to
the following:






	 	1.	 	A lump sum payment, to be paid on the tenth business
day following such termination, equal to the Accrued
Obligations; and
	 
	 	2.	 	Executive shall retain all Equity Awards held by
Executive that have vested as of such termination.






	 	D.	 	By Company without “Cause” or by Executive for “Good
Reason”. In the event of a termination of employment
by the Company without Cause (other than pursuant to
Section IV.A above) or a resignation by the Executive
with Good Reason, Executive shall be entitled to the
following:






	 	1.	 	A lump sum payment, to be paid on the tenth business day following such termination, equal to the sum of:






	 	a.	 	The Accrued Obligations;
	 
	 	b.	 	The Pro Rata Bonus Amount;
	 
	 	c.	 	Six Months of Base Salary at the rate then in effect; and





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	 	2.	 	All vested Equity Awards held by Executive as of the
date of such termination shall become vested upon such
termination.






	 	E.	 	 By Company without “Cause” or by Executive for “Good
Reason” in connection with a Change in Control.
Notwithstanding the foregoing, in the event of a
termination of employment by the Company without Cause
(other than pursuant to Section IV.A above) or a
resignation by the Executive with Good Reason (i) at
the request of any third party participating in or
causing a Change in Control or (ii) within twelve (12)
months following a Change in Control, Executive shall
be entitled to the following:






	 	1.	 	A lump sum payment, to be paid on the tenth business
day following such termination, equal to the greater
of:






	 	a.	 	the amount contemplated to be paid to Executive
pursuant to Section V.D.1 above upon a termination of
employment by Company without “Cause” (other than
pursuant to Section IV.A above) or by Executive for
“Good Reason” in the absence of a Change in Control;
or
	 
	 	b.	 	the sum of the following:






	 	(i)	 	The Accrued Obligations;
	 
	 	(ii)	 	The Pro Rata Bonus Amount;
	 
	 	(iii)	 	Base Salary then in effect for the remainder of the Term; and






	 	2.	 	Executive shall retain all Equity Awards that have vested as of such termination.





               For purposes of this Agreement, “Change in Control” shall mean Ed Hohman and John
Hohman, any corporation or trust they may control or their immediate family members may control no
longer owning more than 50% of the stock of the voting stock of the Company.




	VI.	 	Change in Control. Notwithstanding anything herein to the
contrary, all unvested Equity Awards held by Executive as of the
date of a Change in Control during the Term of this Agreement
shall become vested upon such Change in Control.
	 
	VII.	 	Restrictive Covenants.






	 	A.	 	Confidential Information. Without the prior written
consent of the Company, except (i) as reasonably
necessary in the course of carrying out his duties
hereunder or (ii) to the extent required by an order
of a court having competent jurisdiction or under
subpoena from an appropriate government agency,
Executive shall not disclose any trade secrets,
customer lists, marketing plans, sales plans,
manufacturing plans, management organization
information (including data and other information
relating to members of the Board and management of the
Company or its subsidiaries), operating policies or
manuals, business plans, financial records or other
financial, commercial, business or technical
information relating to the Company or its
subsidiaries designated as confidential or proprietary
that the Company or its subsidiaries may receive
belonging to suppliers, customers or others who do
business with the Company or its subsidiaries
(collectively, “Confidential Information”) unless such
Confidential Information has been previously disclosed
to the public by the Company or its subsidiaries or
has otherwise become available to the public (other
than by any action of Executive in breach of this
Agreement or his obligations to the Company and its
subsidiaries).





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	 	B.	 	Non-Competition; Non-Solicitation. Executive will not,
during the term of this Agreement, and for a period of
one (1) year immediately following termination of
employment: (i) directly or indirectly induce or
solicit any employee of the Company or any of its
subsidiaries to terminate such employment with the
Company or its subsidiaries or directly or indirectly
be involved in the hiring of any such employee,
provided, that Executive knows that such employee is
an employee of the Company or any of its subsidiaries
at the time of such hiring.
	 
	 	C.	 	Non-Disparagement. During the Term and at any time
thereafter, Executive agrees that Executive will not,
directly or indirectly, make or cause to be made any
statement or criticism which is materially adverse to
the interests of the Company or its subsidiaries; nor
will Executive take any action that may reasonably
cause the Company or its subsidiaries significant
embarrassment, humiliation, or otherwise cause or
contribute to the Company or its subsidiaries being
held in disrepute by the public or the Company’s or
its subsidiaries’ customers or employees, except as
required by applicable law; provided, however, that
nothing in this Section VII.C shall be interpreted to
preclude Executive’s honest and good faith reporting
to the Company, its counsel, or appropriate legal
enforcement authorities. Company agrees that employees
and directors of the Company and its subsidiaries will
not, directly or indirectly, make or cause to be made
any statement or criticism which is materially adverse
to the interests of Executive; nor will employees and
directors of the Company and its subsidiaries take any
action that may reasonably cause Executive significant
embarrassment, humiliation, or otherwise cause or
contribute to Executive being held in disrepute by the
public or the business community at large, except as
required by applicable law.
	 
	 	D.	 	Reasonableness of Restrictions. Executive acknowledges
that (i) the restrictions provided in this Section VII
are necessary for the protection and to maintain the
goodwill of the Company; (ii) Executive’s ability to
work and earn a living is not unreasonably restrained
by these restrictions and these restrictions do not
impose an undue hardship on Executive’s ability to
earn a living; (iii) should any provision of this
Agreement (including but not limited to Section VII
hereof) be found to be invalid or unenforceable by a
court of competent jurisdiction, such provision shall
be deemed amended or modified so as to permit those
provisions to be enforceable under the laws and public
policies applied in the jurisdiction to which
enforcement is sought; (iv) the Company will be
entitled to enforce such provision for such period of
time and within such area as may be determined to be
reasonable by a court of competent jurisdiction; and
(v) this Section VII.D shall continue to be in effect
beyond the termination of Executive’s employment with
the Company, regardless of the reason, to the extent
provided herein.






	VIII.	 	Miscellaneous. Executive acknowledges that Executive (i) has
carefully read this Agreement in its entirety and has had an
adequate opportunity to consider it and has consulted independent
counsel of Executive’s choice, who has answered to Executive’s
satisfaction all question Executive had regarding the meaning and
significance of any of the provisions of this Agreement (ii) fully
understands all the terms of this Agreement and their significance,
(iii) knowingly and voluntarily assents to all the terms and
conditions contained herein, (iv) is signing this Agreement
voluntarily and of Executive’s own free will and (v) agrees to abide
by all the terms and conditions contained herein. The language used
in this Agreement shall be deemed to be the language mutually chosen
by the parties hereto to reflect their mutual intent, and no
doctrine of strict construction shall be applied against any party
hereto.
	 
	IX.	 	 Non-Exclusivity of Rights. Nothing in this Agreement shall
prevent or limit Executive’s continuing or future participation
in any benefit, bonus, incentive or other plan or program
provided by the Company





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	 	 	and for which Executive may qualify in the sole discretion of the Compensation Committee.
	 
	X.	 	Indemnification. The Company and its successors and/or assigns
will indemnify, hold harmless, and defend Executive to the fullest
extent permitted by applicable law and the By-Laws and Certificate
of Incorporation of the Company with respect to any claims that
may be brought against Executive arising out of or related to any
action taken or not taken in Executive’s capacity as an employee,
officer or director of the Company or any of its affiliates,
including, without limitation, the advancement of legal fees and
expenses, as such fees and expenses are incurred by Executive. In
addition, Executive shall be covered, in respect of Executive’s
activities as an officer or director of the Company or any of its
affiliates, by the Company’s (or any of its affiliates’) Directors
and Officers liability policy or other comparable policies, if
any, obtained by the Company’s (or any of its affiliates’)
successors, to the fullest extent permitted by such policies.
	 
	XI.	 	Notices. For purposes of this Agreement, notices, demands, and
all other communications provided for in this Agreement shall be
in writing and shall be deemed to have been duly given when (a)
delivered by hand; (b) sent by prepaid first class mail (airmail
if to an address outside the country of posting); or (c) sent by
facsimile transmission with confirmation of transmission, as
follows:




If to Executive, addressed to:

C. Dean Homayouni, Esq., CPA

7764 Painted Sunset Drive

Las Vegas, Nevada 89149

Fax: (702) 433-0700



If to the Company, addressed to:



Magic Communications, Inc.

Attn: Chief Executive Officer

1179 Center Point Drive

Henderson, NV 89074





	XII.	 	Assignment/Successor Obligations. The rights and obligations of
the Company under this Agreement shall inure to the benefit of
and be binding upon any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) of the Company.
As used in this Agreement, “Company” shall mean the Company as
hereinbefore defined and any successor thereto. This Agreement
shall not be assignable by the Company without the prior written
consent of Executive (which shall not be unreasonably withheld).
	 
	XIII.	 	 Amendment. This Agreement may not be amended or modified except
by an instrument in writing executed by both the Company and
Executive.
	 
	XIV.	 	Dispute Resolution. Any dispute or controversy arising under or
in connection with this Agreement shall be settled exclusively
by arbitration in Clark County, Nevada under the Employment
Dispute Resolution Rules of the American Arbitration Association
(“AAA”) then currently in effect, as modified herein.
Arbitration proceedings shall take place in Clark County,
Nevada, before a single neutral arbitrator who shall be a
lawyer. In the event of breach or threatened breach by Executive
or the Company of any provision hereof, the Company and
Executive shall be entitled to seek temporary or preliminary
injunctive relief or other equitable relief to which either of
them may be entitled pending the outcome of any arbitration
proceeding, without the posting of any bond or other security.
Executive consents to the jurisdiction of Nevada courts for such
purpose. The arbitrator shall have authority to award any remedy
or relief that a court of the State of Nevada or federal court
located in





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	 	 	the State of Nevada could grant in conformity to
applicable law on the basis of claims actually made in the
arbitration. Any arbitration award shall be accompanied by a
written statement containing a summary of the issues in
controversy, a description of the award, and an explanation of
the reasons for the award. The arbitrator’s award shall be final
and judgment may be entered upon such award by a court of
competent jurisdiction. This arbitration procedure will be
governed by the Federal Arbitration Act as will any actions to
compel, enforce or vacate proceedings, awards, orders of the
arbitration or settlement under this procedure.
	 
	XV.	 	Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada, without
regard to any choice of law or conflicts of law doctrines
(whether of the State of Nevada or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other
than the State of Nevada.
	 
	XVI.	 	Validity. The provisions of this Agreement shall be deemed to be
severable, and the invalidity or unenforceability of any
provision shall not affect the validity or enforceability of any
other provision. The parties hereto agree that a court of
competent jurisdiction making a determination of the invalidity
or unenforceability of any term or provision of this Agreement
shall have the power to reduce the scope, duration or area of
any such term or provision, to delete specific words or phrases
or to replace any invalid or unenforceable term or provision in
this Agreement with a term or provision that is valid and
enforceable and that comes closest to expressing the intention
of the invalid or unenforceable term or provision, and this
Agreement shall be enforceable as so modified. The breach by the
Company of any obligation or duty to Executive shall entitle
Executive to his appropriate remedy at law but shall not, of
itself, relieve Executive of any other obligation set forth in
this Agreement.
	 
	XVII.	 	Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument.
	 
	XVIII.	 	 Effect of Agreement. The terms of this Agreement shall
supersede any obligations and rights of the Company and
Executive, respecting employment, compensation and employee
benefits on or after the Effective Date.





               IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 	 	 	 	 
	 	 	Magic Communications, Inc.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Edward Hohman
	 	 
	 

	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	Magic Communications, Inc.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

John Hohman
	 	 
	 

	 	Title:
	 	Chief Operating Officer	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVIE
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

C. Dean Homayouni, Esq., CPA
	 	 






1179 Center Point Drive n Las Vegas, NV 89074 n (702) 565-7866 n Fax (702)565-1885





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