exv10w1



 







Exhibit 10.1




EMPLOYMENT AGREEMENT



This Employment Agreement (“Agreement”) is made and entered into as of the date below, by and
between The Fashion House, Inc. (the “EMPLOYER”) and John Hanna (The “EMPLOYEE”).
The EMPLOYER hereby employs EMPLOYEE and EMPLOYEE hereby accepts employment upon the terms and
conditions set forth below.





	1.	 	EMPLOYEE shall be employed by EMPLOYER in the position of President/CEO. Employee’s
title, salary, benefits, job duties, location where duties shall be performed, and assigned
territories shall be assigned in the sole and absolute discretion of the EMPLOYER.






	2.	 	EMPLOYEE warrants and agrees that he has the skill, aptitude and ability to perform the
services for which he is being employed, and that he will adhere to the standards of
performance for the fulfillment of those duties, which the EMPLOYER shall in its sole and
absolute discretion from time to time prescribe.






	3.	 	EMPLOYEE hereby agrees that he will devote all of his time and attention and give his best
effort and skill exclusively to the business and interests of the EMPLOYER, and that he will
perform such services, as may from time to time be assigned to him, and shall do his utmost to
further enhance and develop the best interests and welfare of the EMPLOYER in all respects.






	 	3.1	 	EMPLOYEE represents that EMPLOYEE’s performance of all the terms
of this Agreement and as an EMPLOYEE of the EMPLOYER does not and will not, to
the best of EMPLOYEE’s present knowledge and belief, breach and
agreement or duty to keep EMPLOYEE’s prior employer’s information in confidence
or in trust. EMPLOYEE has not entered into, and agrees not to enter into, an
agreement either written or oral in conflict herewith. All prior agreements
under which EMPLOYEE has ongoing confidentiality obligations are listed in
Exhibit A and a copy of each of such agreements is attached hereto. If there
are no agreements listed in Exhibit A, EMPLOYEE represents that EMPLOYEE is
under no obligations of confidentiality to other at the time of signing this
Agreement.






	4.	 	EMPLOYEE acknowledges that there is no agreement, express or implied, between EMPLOYEE and
EMPLOYER for term of employment of 4 years commencing January 1, 2004 until December 31, 2008






	5.	 	EMPLOYER agrees to pay the EMPLOYEE an annual salary of $180,000.00 plus 1% total override of
gross sales and to provide, in its sole and absolute discretion, benefits which may include
the following: Health and Life Insurance, Vacation, Sick Leave, Reimbursement of Expenses.
Separate written descriptions of these benefits may be provided from time to time and the
EMPLOYER reserves, in its sole and absolute discretion, the right to modify these




 









 






	 	 	benefits in whole or in part at any time.






	6.	 	EMPLOYEE agrees that he will give full attention and fully comply with the rules and
procedures as may be from time to time promulgated in its sole and absolute discretion.






	7.	 	EMPLOYEE acknowledges and agrees that he will receive confidential and proprietary
information of the EMPLOYER and that, whether in the employment of the EMPLOYER or not, he
will not communicate or divulge or assist in the application or use for the benefit of, any
other person, partnership, corporation, association, or other entity, any of the aforesaid
information or the trade secrets used by the EMPLOYER in connection with its business and that
may be communicated to EMPLOYEE while EMPLOYEE is employed by EMPLOYER. Confidential and
proprietary information is any information relating to the operation of the business of
EMPLOYER, including but not limited to the following:






	 	(a)	 	Names, usages, specifications, or requirements of
past, present and prospective customers of the EMPLOYER;
	 
	 	(b)	 	Names of persons, partnerships, corporations,
associations, or other entities who have heretofore traded or dealt with
the EMPLOYER or data pertaining to such dealings; or
	 
	 	(c)	 	Processes or methods by which, or manners in
which the EMPLOYER leases, rents, sells, or otherwise alienates, or
finances, or promotes its products and obtains customers therefore.






	 	7.1	 	Upon termination, EMPLOYEE will surrender to the EMPLOYER any and
all documents, lists and records, or other writings or personal property
relating to the business of the EMPLOYER in any manner obtained during the term
of the employment, including, but not limited to, appointment books, diaries,
calendars, or any writing EMPLOYEE has created or received that relate to his
employment and any and all copies of such writings.






	8.	 	By reason of employment, EMPLOYEE acknowledges and agrees that he has received the value and
advantage of special training and skills, and the expert knowledge and experience of and
contacts with customers of the EMPLOYER and other company employees who are engaged in the
business of EMPLOYER, and that the EMPLOYER uses certain trade secrets, secret methods of
sales and cost analysis and had made certain secret development used in the products
manufactured for use in the EMPLOYER business and ideas which will necessarily be communicated
and made accessible to EMPLOYEE by reason of his employment and which EMPLOYER desires to
protect and preserve as secrets for its own use, and that in the course of employment,
EMPLOYEE has been assigned to duties that may give him knowledge of confidential and
proprietary information which relates to the conduct and details of the EMPLOYER’s business
and which will result in irremediable injury to the EMPLOYER which could not be adequately
compensated by money damages if EMPLOYEE should enter into the employment of a rival or
competitive concern, or should enter into the business of EMPLOYER during the term of this
Agreement, or should misuse for other than legitimate employer business purpose of any of the
above-referenced




 









 






	 	 	confidential information. EMPLOYEE agrees that this covenant not to compete prohibits, but
is not limited to, the solicitation, diversion or taking away of any customers of the
EMPLOYER or EMPLOYER business, at any time, directly or indirectly, for the benefit of the
EMPLOYEE, or on behalf of any other person, partnership, corporation, association or other
entity.






	9.	 	If EMPLOYEE should violate any of the provisions of Paragraphs 7 and 8 of this Agreement, the
EMPLOYER shall be entitled to a restraining order and/or injunction to be issued by any court
of competent jurisdiction enjoining and restraining the EMPLOYEE and each and every person,
partnership, corporation, association or other entity concerned therein, from continuance of
such violations, in addition to any other rights and remedies the EMPLOYER may have.






	 	(a)	 	The parties believe that these restrictions are
reasonable and justified by the unique characteristics of the EMPLOYER’s
business and the information conveyed to EMPLOYEE. In the event that a
court of competent jurisdiction determines that the restrictions as
currently established are not enforceable, then the parties consent to
invest the court with the authority to modify or “blue pencil” the
restrictions in a fashion which is reasonable in the jurisdiction in
question under the circumstances.






	10.	 	In the event of termination of employment for any reason whatsoever, EMPLOYEE shall guarantee
the EMPLOYEE one year basic salary plus bonuses and compensation.






	11.	 	The delay or failure of the EMPLOYER to insist upon the EMPLOYEE’s punctual performance of
any of the provisions of this Agreement, or the failure of the EMPLOYER to exercise any right
or remedy available to the EMPLOYER under this Agreement, shall not constitute in any manner a
waiver by EMPLOYER of any subsequent default or breach by EMPLOYEE.






	12.	 	In the event that one or more of the paragraphs contained herein are held to be invalid by a
court of competent jurisdiction, the remainder of the contract will continue in full force and
effect.






	13.	 	The parties warrant and agree that the terms of this Agreement were the subject to
negotiations between them.






	14.	 	EMPLOYEE acknowledges that he has read this Agreement and has had full opportunity to seek
independent legal advice before signing it.





	 	 	 
	Date:                                         
	 	                                                            
	 
	 	EMPLOYEE