Unassociated Document


     

    Exhibit
      10.1


    Employment
      Agreement

    


    


    Employment
      Agreement, between Abazias, Inc. (the "Company") and Oscar Rodriguez (the
      "Employee").

    


    1.
      For
      good consideration, the Company employs the Employee on the following terms
      and
      conditions.

    


    2.
      Term
      of Employment.
      Subject
      to the provisions for termination set forth below this agreement will begin
      on
      February 22, 2007, unless sooner terminated.

    


    3.
      Salary.
      The
      Company shall allow Employee to purchase Two Hundred and Fifty Thousand shares
      of Restricted Abazias common stock (symbol-ABZA) at $.05 cents per two year
      period valued at approximately $500,000, for the services of the Employee,
      payable in advance.

    


    4.
      Duties
      and Position.
      the
      Company hires the Employee in the capacity of CEO. The Employee's duties may
      be
      reasonably modified at the Company's discretion from time to time.

    


    5.
      Employee
      to Devote Significant Time to Company.
      The
      Employee will devote significant time, attention, and energies to the business
      of the Company, yet, during this employment, will be allowed to engage in any
      other business activity, regardless of whether such activity is pursued for
      profit, gain, or other pecuniary advantage. Employee is not prohibited from
      making personal investments in any other businesses provided those investments
      even if they require active involvement in the operation of said
      companies.

    


    6.
      Confidentiality
      of Proprietary Information.
      Employee agrees, during or after the term of this employment, not to reveal
      confidential information, or trade secrets to any person, firm, corporation,
      or
      entity. Should Employee reveal or threaten to reveal this information, the
      Company shall be entitled to an injunction restraining the Employee from
      disclosing same, or from rendering any services to any entity to whom said
      information has been or is threatened to be disclosed, the right to secure
      an
      injunction is not exclusive, and the Company may pursue any other remedies
      it
      has against the Employee for a breach or threatened breach of this condition,
      including the recovery of damages from the Employee.

    


    7.
      Reimbursement
      of Expenses.
      The
      Employee may incur reasonable expenses for furthering the Company's business,
      including expenses for entertainment, travel, and similar items. The Company
      shall reimburse Employee for all business expenses after the Employee presents
      an itemized account of expenditures, pursuant to Company policy.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    8.
      Vacation.
      The
      Employee shall be entitled to a yearly vacation of 2 weeks at full
      pay.

    


    9.
      Disability.
      In the
      event that the Employee cannot perform the duties because of illness or
      incapacity for a period of more than 8 weeks, the compensation otherwise due
      during said illness or incapacity will be reduced by pro rata . The Employee's
      full compensation will be reinstated upon return to work. However, if the
      Employee is absent from work for any reason for a continuous period of over
      3
      months, the Company may terminate the Employee's employment, and the Company's
      obligations under this agreement will cease on that date.

    


    10.
      Termination
      of Agreement.
      Without
      cause, the Company may terminate this agreement at any time upon 10 days'
      written notice to the Employee. If the Company requests, the Employee will
      continue to perform his/her duties and may be paid his/her regular salary up
      to
      the date of termination. In addition, the Company will pay the Employee on
      the
      date of the termination a severance allowance of $ 10 thousand less taxes and
      Social Security required to be withheld, without cause, the Employee may
      terminate employment upon 30 days' written notice to the Company. Employee
      may
      be required to perform his or her duties and will be paid the regular salary
      to
      date of termination but shall not receive severance allowance. Notwithstanding
      anything to the contrary contained in this agreement, the Company may terminate
      the Employee's employment upon 60 days' notice to the Employee should any of
      the
      following events occur:

    (a)
      The
      sale of substantially all of the Company's assets to a single purchaser or
      group
      of associated purchasers; or

    


    (b)
      The
      sale, exchange, or other disposition, in one transaction of the majority of
      the
      Company's outstanding corporate shares; or

    


    (c)
      The
      Company's decision to terminate its business and liquidate its
      assets;

    


    (d)
      The
      merger or consolidation of the Company with another company.

    


    (e)
      Bankruptcy or chapter 11 reorganization.

    11.
      Death
      Benefit.
      Should
      Employee die during the term of employment, the Company shall pay to Employee's
      estate any compensation due through the end of the month in which death
      occurred.

    


    12.
      Restriction
      on Post Employment Compensation.
      For a
      period of 30 days after the end of employment, the Employee shall not control,
      consult to or be employed by any business similar to that conducted by the
      company, either by soliciting any of its accounts or by operating within
      Employer's general trading area.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    13.
      Assistance
      in Litigation.
      Employee shall upon reasonable notice, furnish such information and proper
      assistance to the Company as it may reasonably require in connection with any
      litigation in which it is, or may become, a party either during or after
      employment.

    


    14.
      Effect
      of Prior Agreements.
      This
      Agreement supersedes any prior agreement between the Company or any predecessor
      of the Company and the Employee, except that this agreement shall not affect
      or
      operate to reduce any benefit or compensation inuring to the Employee of a
      kind
      elsewhere provided and not expressly provided in this agreement.

    


    15.
      Settlement
      by Arbitration.
      Any
      claim or controversy that arises out of or relates to this agreement, or the
      breach of it, shall be settled by arbitration in accordance with the rules
      of
      the American Arbitration Association. Judgment upon the award rendered may
      be
      entered in any court with jurisdiction.

    


    16.
      Limited
      Effect of Waiver by Company.
      Should
      Company waive breach of any provision of this agreement by the Employee, that
      waiver will not operate or be construed as a waiver of further breach by the
      Employee.

    


    17.
      Severability.
      If, for
      any reason, any provision of this agreement is held invalid, all other
      provisions of this agreement shall remain in effect. If this agreement is held
      invalid or cannot be enforced, then to the full extent permitted by law any
      prior agreement between the Company (or any predecessor thereof) and the
      Employee shall be deemed reinstated as if this agreement had not been
      executed.

    


    18.
      Assumption
      of Agreement by Company's Successors and Assignees.
      The
      Company's rights and obligations under this agreement will inure to the benefit
      and be binding upon the Company's successors and assignees.

    


    19.
      Oral
      Modifications Not Binding.
      This
      instrument is the entire agreement of the Company and the Employee. Oral changes
      have no effect. It may be altered only by a written agreement signed by the
      party against whom enforcement of any waiver, change, modification, extension,
      or discharge is sought.

    


     

    
      	Signed this_____ day of
              _____________________ 20____. 	 
	______________________________ 	____________________________ 	 
	Company   	Employee