**Exhibit 10.3**

**EMPLOYMENT AGREEMENT**

This Employment Agreement (the “Agreement”) is made andentered into effective as of the twenty ninth day of December, 2005, by and between JAGGED PEAK, INC., a corporation organized under the laws of Nevada (the “Company”), and Andrew J. Norstrud, an individual (“Executive”),residing in Tampa, Florida. 

W I T N E S S E T H: 

WHEREAS, the Company provides technology solutions and related services, including without limitation supply chain, E-fulfillment, and distributive order management (such activities, together with all other activitiesof the Company and its subsidiaries, as conducted at or prior to the termination of this Agreement, and any future activities reasonably related thereto which are contemplated by the Company and/or its subsidiaries at the termination of thisAgreement identified in writing by the Company to Executive at the date of such termination, are hereinafter referred to as the “Business Activities”); 

WHEREAS, the Company desires to employ Executive upon the terms and subject to the terms and conditions set forth in this Agreement; and, 

WHEREAS, Executive desires to be employed by the Company upon the terms and subject to the conditions set forth in this Agreement. 

NOW, THEREFORE, in consideration of the premises, the mutual promises, covenants and conditions herein contained and for other good and valuable considerations, the receipt and sufficiency of which are herebyacknowledged, the parties hereto intending to be legally bound hereby agree as follows: 

Section 1. Employment. The Companyhereby employs Executive, and Executive hereby accepts employment with the Company, all upon the terms and subject to the conditions set forth in this Agreement. 

Section 2. Capacity and Duties. Executive is and shall be employed in the capacity of Chief Financial Officer of the Company and shall have such duties, responsibilities and authorities as are assigned tohim by the Board of Directors and the Chief Executive Officer of the Company (the “Board”). Subject to the control and general directions of, and the general policies and guidelines established, by the Board and except as otherwise hereinprovided, Executive shall devote such of his business time, best efforts and attention as necessary to promote and advance the business of the Company and its subsidiaries and to perform diligently and faithfully all the duties, responsibilities andobligations of Executive to be performed by him under this Agreement. Executive’s duties shall include the general supervision of the accounting and information technology departments of the Company and ongoing management and oversight of thegeneral business operations of the Company and its subsidiaries. 

Section 3. Term of Employment. The initial term of employment of Executive by the Companypursuant to this Agreement shall be for the period (the “Initial Term”) commencing on October 10, 2005, and terminating on December 29, 2007, or such earlier date that Executive’s employment is terminated in accordance withthe provisions of this Agreement. The Initial Term automatically shall be extended for successive additional one year periods (each, an “Extended Term”) unless written notice is given by either party to the other party no later than 30days prior to the expiration of the Initial Term or any Extended Term. (The Initial Term, together with each and any Extended Term, is sometimes hereinafter called the “Employment Period”). 

Section 4. Place of Employment. Executive’s principal place of work shall be located at the principal offices of the Company in Tampa,Florida. 

Section 5. Compensation. During the Employment Period, subject to all the terms and conditions of this Agreement andas compensation for all services to be rendered by Executive under this Agreement, the Company shall pay to or provide Executive with the following: 

5.01 Base Salary. The Company shall compensate Executive during the Initial Term for his services hereunder with a base annual salary of One Hundred and Twenty Five Thousand and No Dollars ($125,000.00),payable at such intervals (at least biweekly), net of applicable federal state and local taxes of any kind required by law to be withheld with respect to such payment, as salaries are paid generally to other executive officers of the Company.Executive’s salary will be adjusted on an annual basis for the first and each successive Extended Term, with a minimum of a Ten Thousand and No Dollar ($10,000.00) increase per annum. The Company shall give notice to Executive of any suchadjustment no later than 45 days prior to the expiration of the Initial Term or any Extended Term. It is agreed that if the Company and Executive agree to lower the biweekly compensation for a period of time while the Company is experiencing afinancial hardship there will be no back pay due. 

5.02 Bonus. The Executive shall be entitled to an annual cashbonus of up to 30% of his base salary per year, based on criteria established by the Chief Executive officer and subject to the approval of the Compensation Committee of the Board. In addition, the Company may pay to Executive additional cash orother bonuses on an annual or other basis in the sole discretion of the Compensation Committee of the Board and Executive shall become a participant in any incentive compensation or bonus plan adopted by the Board for any highly compensated officersor other significant employees of the Company on such terms as shall be determined by the Compensation Committee of the Board. Any amounts paid or payable to or on behalf of Employee shall be prorated through the Date of Termination. 

5.03 Other Benefits. The Company shall provide Executive with the other benefits specified on Exhibit 5.03 attached hereto.

Section 6. Adherence to Standards; Review of Performance. Executive shall comply with the written policies,standards, rules and regulations of the Company from time to time 

 

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established for all executive officers of the Company. The Board and/or the Chief Executive Officer of the Company shallperiodically review and evaluate the performance of Executive under this Agreement with Executive. 

Section 7. Expenses. TheCompany shall reimburse Executive for all reasonable, ordinary and necessary expenses (including, but not limited to, automobile and other business travel and customer entertainment expenses) incurred by him in connection with his employmenthereunder in accordance with Company policy; provided, however, Executive shall render to the Company a complete and accurate accounting of all such expenses in accordance with the substantiation requirements of Section 274 of the InternalRevenue Code of 1986, as amended (the “Code”), as a condition precedent to such reimbursement. 

Section 8. TerminationFollowing a Change in Control. 

8.01 In the event that a “Change in Control” of the Company shall occur at anytime during the Term hereof, Executive shall have the right to terminate his employment under this Agreement upon thirty (30) days written notice given at any time within twelve (12) months after the occurrence of such event. In suchevent, or if the Company terminates Executive’s employment at any time other than for Cause within twelve (12) months following a Change in Control, then in either such event, Executive shall be entitled to (a) vesting of all options;and (b) continuation of his annual base salary plus any bonus or incentive compensation which has been earned or has become payable pursuant to the terms of any compensation or benefit plan as of such date but which has not yet been paid, andall benefits pursuant to Section 5 of this Agreement, for the greater of the then current term of the Employment Period, or twelve (12) months. 

8.02 For purposes of this Agreement, a “Change in Control” shall include any of the events described below: 

(a) Any one person, or more than one person acting as a group (as determined under Subsection (d) below), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition bysuch person or persons) ownership of Common Stock of the Company possessing 35 percent or more of the total voting power of the outstanding equity securities of the Company; or 

(b) a majority of members of the Board of Directors is replaced during any 12-month period by members whose appointment or election is notendorsed by a majority of the members of the Company’s Board of Directors prior to the date of the appointment or election; or 

(c) any one person, or more than one person acting as a group (as determined in Subsection (e) below), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons)assets from the Company that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Company immediately prior to such 

 

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acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets ofthe Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. 

8.03 Anything herein to the contrary notwithstanding, Section 8.01 will not apply where Executive gives his explicit written waiver stating that for the purposes of Section 8.01 a Change in Control shall not be deemed to haveoccurred. Executive’s participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence.

Notwithstanding the foregoing, no Change in Control shall be considered to have occurred for purposes of this Agreement by reason of any issuance ofCommon Stock or other equity securities of the Company in any public offering or private placement approved by the Board of Directors, by reason of the issuance of Common Stock upon the exercise of warrants or any convertible securities which wereapproved by the Board of Directors, or by reason of a change in the composition of the Board of Directors resulting from the appointment of one or more directors pursuant to Board representation rights granted to a venture capital fund or similarinvestor. Further, no Change in Control shall be considered to have occurred by reason of a transfer of Common Stock or assets of the Company to the members of the Company or to another entity that is controlled by the members of the Companyimmediately after the transfer. 

For purposes of this Section 8, persons will not be considered to be acting as a group solely becausethey purchase assets or purchase or own equity securities of the same firm at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation or limitedliability company that enters into a merger, consolidation, purchase or acquisition of stock, purchase or acquisition of assets, or similar business transaction with the Company. 

Section 9. Termination with Cause by the Company. This Agreement may be terminated with Cause (as hereinafter defined) by the Companyprovided that the Company shall (i) give Executive the Notice of Termination (as hereinafter defined), and (ii) pay Executive his annual base salary through the Termination Date (as hereinafter defined) at the rate in effect at the timethe Notice of Termination is given, plus any bonus or incentive compensation which has been earned or has become payable pursuant to the terms of any compensation or benefit plan as of the Termination Date, but which has not yet been paid.Notwithstanding the foregoing, if Executive is terminated with Cause pursuant to Section 11.02(ii) and, subsequently, charges are dropped, Executive is found not guilty or otherwise cleared of wrongdoing, before or after trial or followingappeal, then in such event, the Company shall promptly thereupon recommence payments to Executive (or to his estate in the event of Executive’s death) in the amount of the compensation and other benefits described in Section 5 of thisAgreement for a period of twelve (12) months, increased by such amount as may be necessary to make Executive whole for any incremental taxes due as a result of such continuance of payments. 

 

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Section 10. Termination without Cause by the Company; Termination by Executive; Non-Renewal.This Agreement may be terminated by (i) the Company by reason of the death or Disability (as hereinafter defined) of Executive or for no reason at all, (ii) Executive for Good Reason (as hereinafter defined), or (iii) Executive for noreason at all. If this Agreement is terminated pursuant to either of subsections (i) or (ii) of this Section 10, the Company shall continue to pay to Executive (or to his estate in the event of termination due to Executive’sdeath) the compensation and other benefits described in Section 5 of this Agreement for the greater of through the last day of the then current term of the Employment Period or twelve (12) months, plus any bonus or incentive compensationwhich has been earned or has become payable pursuant to the terms of any compensation or benefit plan as of such date but which has not yet been paid. If this Agreement is terminated pursuant to subsection (iii) of this Section 10 or isnot renewed by mutual agreement of the parties at the expiration of the Initial Term or any Extended Term, the Company shall be required to pay to Executive only his annual base salary through the last day of actual employment, plus any bonus orincentive compensation which has been earned or has become payable pursuant to the terms of any compensation or benefit plan as of such date but which has not yet been paid. 

Executive’s right to terminate his employment for Good Reason shall not be affected by his incapacity due to physical or mental illness. In theevent of termination by reason of Executive’s death or Disability, medical, hospitalization or disability benefits coverage comparable to those provided by the Company during Executive’s lifetime shall be provided to his spouse anddependents for the remaining term of this Agreement. The benefits provided under this Section 10 shall not be less favorable to Executive in terms of amounts, deductibles and costs to him, if any, than such benefits provided by the Company tohim and his dependents as of the Termination Date. This Section 10 shall not be interpreted so as to limit any benefits to which Executive, as a terminated employee of the Company, or his family may be entitled under the Company’s lifeinsurance, medical, hospitalization or disability plans following his Termination Date or under applicable law. 

Section 11.Definitions. In addition to the words and terms elsewhere defined in this Agreement, certain capitalized words and terms used in this Agreement shall have the meanings given to them by the definitions and descriptions in this Section 11unless the context or use indicates another or different meaning or intent, and such definition shall be equally applicable to both the singular and plural forms of any of the capitalized words and terms herein defined. The following words and termsare defined terms under this Agreement: 

11.01 “Disability” shall mean a physical or mental illness which, in thejudgment of the Company after consultation with the licensed physician attending Executive, impairs Executive’s ability to substantially perform his duties under this Agreement as an employee and as a result of which he shall have been absentfrom his duties with the Company on a full-time basis for six consecutive months. 

11.02 A termination with“Cause” shall mean a termination of this Agreement by reason of (i) Executive’s conviction of a felony or a crime involving moral turpitude or any other crime involving dishonesty, disloyalty or fraud with respect to the Company;

 

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(ii) Executive’s arrest or indictment of any lesser crime or offense committed in connection withthe performance of Executive’s duties hereunder; or (iii) a good faith determination by the Board that Executive (a) failed or refused to substantially perform his duties with the Company (other than a failure resulting from hisincapacity due to physical or mental illness) after a written demand for substantial performance has been delivered to him by the Board, which demand specifically identifies the manner in which the Board believes he has not substantially performedhis duties and provides a ten (10) day cure period, and Executive continues to refuse or fail to substantially perform as directed by the Board through the duration of the cure period; or (b) Executive’s breach of any of the covenantsset forth in Sections 15, 16 or 18 hereof. No act, or failure to act, on Executive’s part shall be grounds for termination with Cause unless he has acted or failed to act with an absence of good faith or without a reasonable belief that hisaction or failure to act was in or at least not opposed to the best interests of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated with Cause unless there shall have been delivered to him a copy of aresolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board (exclusive of Executive) at a meeting of the Board called and held for the purpose of terminating Executive (after reasonable notice toExecutive and opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive failed to perform his duties or engaged in conduct in the manner or of the type set forthabove in the first sentence of this Section 11.02 and specifying the particulars thereof in detail. 

11.03 “GoodReason” shall mean the occurrence of any of the following events without Executive’s prior express written consent: (i) any material change in his status, title, authorities or responsibilities (including reporting responsibilities)under this Agreement which represents a demotion from such status, title, position or responsibilities (including reporting responsibilities); the assignment to him of any duties or work responsibilities which are materially inconsistent with hisstatus, title, position or work responsibilities set forth in this Agreement or which are materially inconsistent with the status, title, position or work responsibilities of a Chief Financial Officer of a publicly-traded corporation; or any removalof Executive from, or failure to appoint, elect, reappoint or reelect Executive to, any of such positions, except in connection with the termination of his employment with Cause, or as a result of his death or Disability; provided,however, that no change in title, authorities or responsibilities customarily attributable solely to the Company ceasing to be a publicly traded corporation shall constitute Good Reason hereunder; (ii) the relocation of the principaloffice of the Company or the reassignment of Executive to a location more than thirty (30) miles from Tampa, Florida; (iii) the failure by the Company to continue Executive’s participation in any incentive, bonus or other compensationplan in which Executive participates, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to the failure to continue such plan, or any action by the Company which would directly orindirectly materially reduce his participation therein or reward opportunities thereunder; provided, however, that Executive continues to meet all eligibility requirements thereof; (iv) any other material breach by the Company of any provisionof this Agreement; (v) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to 

 

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perform this Agreement, as contemplated in Section 21 hereof; (vi) the termination ofemployment by the Executive required for statutory or ethical reasons based on his status as a Certified Public Accountant; or (vii) any purported termination of Executive’s employment which is not effected pursuant to a Notice ofTermination satisfying the requirements of this Agreement; and for purposes of this Agreement, no such purported termination shall be effective. 

11.04 Notice of Termination. “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonabledetail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated; provided, however, no such purported termination shall be effective without such Notice of Termination;provided further, however, any purported termination by the Company or by Executive shall be communicated by a Notice of Termination to the other party hereto in accordance with Section 4 of this Agreement. 

11.05 Termination Date. “Termination Date” shall mean the date specified in the Notice of Termination (which, in the caseof a termination pursuant to Section 9 of this Agreement shall not be less than 60 days, and in the case of a termination pursuant to Section 10 of this Agreement shall not be more than 60 days, from the date such Notice of Termination isgiven); provided, however, that if within 30 days after any Notice of Termination is given the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Termination Date shall be thedate finally determined by either mutual written agreement of the parties or by the final judgment, order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been taken). 

Section 12. Fees and Expenses. The Company shall pay all legal fees and related expenses (including the costs of experts, evidence andcounsel) incurred by Executive as a result of a contest or dispute over Executive’s termination of employment if such contest or dispute is resolved in Executive’s favor. 

Section 13. Notices. For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be inwriting and shall be deemed to have been duly given when personally delivered or sent by certified mail, return receipt requested, postage prepaid, or by expedited (overnight) courier with established national reputation, shipping prepaid or billedto sender, in either case addressed to the respective addresses last given by each party to the other (provided that all notices to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company) or to suchother address as either party may have furnished to the other in writing in accordance herewith. All notices and communication shall be deemed to have been received on the date of delivery thereof, on the third business day after the mailingthereof, or on the second day after deposit thereof with an expedited courier service, except that notice of change of address shall be effective only upon receipt. 

 

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Section 14. Life Insurance. The Company may, at any time after the execution of thisAgreement, apply for and procure as owner and for its own benefit, life insurance on Executive, in such amounts and in such form or forms as the Company may determine. Executive shall, at the request of the Company, submit to such medicalexaminations, supply such information, and execute such documents as may be required by the insurance company or companies to whom the Company has applied for such insurance. Executive hereby represents that to his knowledge he is in excellentphysical and mental condition and is not under the influence of alcohol, drugs or similar substance. 

Section 15. ProprietaryInformation and Inventions. Executive understands and acknowledges that: 

15.01 Trust. Executive’semployment creates a relationship of confidence and trust between Executive and the Company with respect to certain information applicable to the business of the Company and its subsidiaries (collectively, the “Group”) or applicable to thebusiness of any vendor or customer of any of the Group, which may be made known to Executive by the Group or by any vendor or customer of any of the Group or learned by Executive during the Employment Period. 

15.02 Proprietary Information. The Group possesses and will continue to possess information that has been created, discovered, ordeveloped by, or otherwise become known to, the Group (including, without limitation, information created, discovered, developed or made known to by Executive during the period of or arising out of my employment by the Company) or in which propertyrights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all suchinformation is hereinafter called “Proprietary Information,” which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, technology, improvements,developments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, franchises, prices, costs, and customer, supplier and potential acquisition candidates lists.Notwithstanding anything contained in this Agreement to the contrary, the term “Proprietary Information” shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomespart of the public domain through no fault of Executive, (iii) information which Executive can demonstrate was in Executive’s possession at the time of disclosure and was not acquired by Executive directly or indirectly from any of theGroup on a confidential basis, (iv) information which becomes available to Executive on a non-confidential basis from a source other than any of the Group and which source, to the best of Executive’s knowledge, did not acquire theinformation on a confidential basis, or (v) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction inthe premises. 

All Proprietary Information shall be the sole property of the Group and their respective assigns. Executive assigns to the Company anyrights Executive may have or acquire in such Proprietary 

 

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Information. At all times, both during Executive’s employment by the Company and after its termination, Executiveshall keep in strictest confidence and trust all Proprietary Information, and Executive shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performingExecutive’s duties as an Executive of the Company. 

Section 16. Surrender of Documents; No Disparagement. Executive shall,at the request of the Company, promptly surrender to the Company or its nominee any Proprietary Information or document, memorandum, record, letter or other paper in his possession or under his control relating to the operation, business or affairsof the Group. The Company and Executive further agree that neither during the Employment Period or at any time thereafter, neither the Company or Executive will in any way disparage the other. 

Section 17. Other Agreements. Executive represents and warrants that Executive’s performance of all the terms of this Agreement and asan Executive of the Company does not, and will not, breach any agreement to keep in confidence proprietary information acquired by Executive in confidence or in trust prior to Executive’s employment by the Company. Executive has not enteredinto, and shall not enter into, any agreement, either written or oral, which is in conflict with this Agreement or which would be violated by Executive entering into, or carrying out his obligations under, this Agreement. 

Section 18. Restrictive Covenant. Executive acknowledges and recognizes Executive’s possession of Proprietary Information and the highlycompetitive nature of the business of the Group and, accordingly, agrees that in consideration of the premises contained herein Executive will not, during the period of Executive’s employment by the Company and for the period ending on thesecond anniversary of the Termination Date, anywhere in the United States, directly or indirectly (i) engage in any competitive Business Activities, whether such engagement shall be as an employer, officer, director, owner, employee,consultant, stockholder, partner or other participant in any competitive Business Activities; (ii) assist others in engaging in any competitive Business Activities in the manner described in the foregoing clause (i); (iii) solicit,induce or influence any employee of the Company to terminate his or her employment with the Company or engage in any competitive Business Activities on behalf of a person other than the Company; or (iv) solicit, induce or influence anyconsultant, customer or vendor of the Company to terminate, discontinue, reduce or limit its business with the Company; provided, however, that the ownership of no more than two percent of the outstanding capital stock of a corporation whose sharesare traded on a national securities exchange or on the over-the-counter market shall not be deemed engaging in any competitive Business Activities. For purposes of this Section 18, a person shall be deemed to be an “employee,”“consultant,” “customer” or “vendor” of the Company, if such person had an employment, consulting or business relationship, as applicable, with the Company during the Initial Term or any Extended Term of this Agreement.

Section 19. Remedies. Executive acknowledges and agrees that the Company’s remedy at law for a breach or a threatenedbreach of the provisions herein would be inadequate, and in recognition of this fact, in the event of a breach or threatened breach by Executive of any of Sections 15, 16, 17 or 18 of this Agreement, it is agreed that the Company shall be entitledto 

 

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equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunctionor any other equitable remedy which may then be available, without posting bond or other security. Executive acknowledges that the granting of a temporary injunction, a temporary restraining order or other permanent injunction merely prohibitingExecutive from engaging in any Business Activities would not be an adequate remedy upon breach or threatened breach of this Agreement, and consequently agrees upon any such breach or threatened breach to the granting of injunctive relief prohibitingExecutive from engaging in any activities prohibited by this Agreement. No remedy herein conferred is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy givenhereunder now or hereinafter existing at law or in equity or by statute or otherwise. 

Section 20. Successive EmploymentNotice. Within five business days after the Termination Date, Executive shall provide notice to the Company of Executive’s next intended employment. If such employment is not known by Executive at such date, Executive shall notify theCompany immediately upon determination of such information. Executive shall continue to provide the Company with notice of Executive’s place and nature of employment and any change in place or nature of employment during the period ending twoyears after the Termination Date. Failure of Executive to provide the Company with such information in an accurate and timely fashion shall be deemed to be a breach of this Agreement and shall entitle the Company to all remedies provided for in thisAgreement as a result of such breach. 

Section 21. Successors. This Agreement shall be binding on the Company and any successorto any of its businesses or assets. Without limiting the effect of the prior sentence, the Company shall use its best efforts to require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all orsubstantially all of the business and/or assets of the Company 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 hadtaken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor or assign to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement or which isotherwise obligated under this Agreement by the first sentence of this Section 21, by operation of law or otherwise. 

Section 22.Binding Effect. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should diewhile any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s estate. 

Section 23. Modification and Waiver. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification ordischarge is agreed to in writing and signed by Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition orprovision 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. 

 

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Section 24. Headings. Headings used in this Agreement are for convenience only and shall notbe used to interpret or construe its provisions. 

Section 25. Amendments. No amendments or variations of the terms andconditions of this Agreement shall be valid unless the same is in writing and signed by each of the parties hereto. 

Section 26.Severability. The invalidity or unenforceability of any provision of this Agreement, whether in whole or in part, shall not in any way affect the validity or enforceability of any other provision herein contained. Any invalid or unenforceableprovision shall be deemed severable to the extent of any such invalidity or unenforceability. It is expressly understood and agreed that, while the Company and Executive consider the restrictions contained in this Agreement reasonable for thepurpose of preserving for the Company the goodwill, other proprietary rights and intangible business value of the Company, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restrictioncontained in this Agreement is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of such clause shall not be rendered void but shall be deemed amended to apply as to maximum time and territory and to such otherextent as such court may judicially determine or indicate to be reasonable. 

Section 27. Governing Law; Venue. This Agreementshall be construed and enforced pursuant to the laws of the State of Florida, excluding its choice of law provisions. Both parties submit to the jurisdiction of the United States District Court, District of Florida at Tampa, and the Circuit Court inand for Hillsborough County, Florida, as the exclusive proper forum in which to adjudicate any case or controversy arising hereunder. The prevailing party shall be entitled to an award of its reasonable attorneys’ fees incurred in connectionwith any such judicial proceedings. 

Section 28. Counterparts. This Agreement may be executed in more than one counterpart andeach counterpart shall be considered an original. 

Section 29. Exhibits. The Exhibits attached hereto are incorporated hereinby reference and are an integral part of this Agreement. 

IN WITNESS WHEREOF, this Agreement has been duly executed by the Company andExecutive in four counterparts as of the date first above written. 

 
**JAGGIE PEAK, INC.**By: 
 
 Paul Demirdjian Chief Executive Officer**EXECUTIVE**
 

 

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**EXHIBIT 5.03 -**Other Benefits********

1. Vacation and Holidays. Executive shall be entitled to a vacation allowance as mutually agreed between Executive and the Board of Directors;provided, however, Executive shall be entitled to vacation of at least four weeks annually, with the timing of such vacation to be selected by Executive, provided that such timing does not unreasonably interfere with the performance ofExecutive’s duties under the Agreement. The vacation allowance does not include holidays observed by the Company. 

2. IncentiveCompensation and Bonus Plans. Executive shall become a participant in any incentive compensation or bonus plan adopted by the Board for any highly compensated officers and other significant employees of the Company, such participation to be onsuch terms as the Compensation Committee of the Board in its discretion shall determine. Any amounts paid or payable to or on behalf of Executive shall be prorated through the Termination Date. 

3. Expense Allotment. In addition to any base salary compensation the Company shall pay to the Executive One thousand One hundred and No Dollars($1,100) per month net of applicable federal state and local taxes of any kind required by law to be withheld with respect to such payment 

4. Medical Insurance. The Company shall provide Executive and his dependents with medical and health insurance coverage in such amounts as are presently provided or may hereafter be provided to the executive officers of the Company.If the Executive elects to not enroll in the Company’s medical insurance, the Company will pay the executive $400.00 per month. 

5.Disability Insurance. The Company shall provide Executive with disability insurance coverage in such amounts as are presently provided or may hereafter be provided to the executive officers of the Company. 

6. Stock Options. The Company shall grant the Executive One Hundred Thousand (100,000) options at $.75 per share on the Executives first dayof employment. The Executive will be granted One Hundred Thousand (100,000) additional options at One dollar ($1.00) per share on December 29, 2005. 

The Company may grant to the Executive stock or additional stock options on an annual or other basis in the sole discretion of the Compensation Committee of the Board. 

7. Other Benefits. The Company shall provide Executive with any and all other benefits that generally become available to the executive officersand other significant employees of the Company.