EMPLOYMENT
CONTRACT

    


    Cono
Italiano, Inc. (“Employer”), a Delaware corporation, located at 384 N. Ocean
Ave, number 302, Long Branch NJ 07740 and Joseph Masselli (“Employee”), 2
Whirlaway Drive, Tinton Falls, NJ 07724, in consideration of the mutual promises
made herein, agree as follows:

    


    ARTICLE
1. TERM OF EMPLOYMENT

    


    Specified
Term

    Section
1.01. The Employer employs Employee, And Employee accepts employment with
Employer, for a period of 24 months beginning on August 1, 2008. This term may
be extended in 12-month increments by the mutual agreement of Employer and
Employee.

    


    Earlier
Termination

    Section
1.02. This agreement may be terminated earlier as hereinafter
provided.

    


    ARTICLE
2. DUTIES AND OBLIGATIONS OF EMPLOYEE

    


    Title and
Description of Duties 

    Section
2.01. Employee shall serve as President and Chief Operating Officer of Cono
Italiano, Inc. In that capacity, Employee shall do and perform all services,
acts, or things necessary or advisable in order to fulfill the duties of a
President and Chief Operating Officer and shall report directly to the Chief
Executive Officer. Employee shall at all times be subject to the policies
established by the Board of Directors of Employer.

    


    Section
2.02. Employee will manage the business of Employer and will report directly to
the Chief Executive Officer. Employee will have day-to-day decision-making
authority in operating the business according to the terms of Employer’s
Business Plan consistent with the overall business policies of Employer
established by the Board of Directors.

    


    Performance
of Duties

    Section
2.03. Employee agrees that to the best of his ability and experience he will at
all times loyally and conscientiously perform all of the duties and obligations
required of him either expressly or implicitly under terms of this
agreement.

    


    Devotion
of Time to Employer’s Business

    Section
2.04. (a) Employee agrees that during the employment he shall devote his full
business time to the business affairs of the Employer and shall perform his
duties faithfully and efficiently subject to the direction of the board of
directors; provided that the foregoing shall not limit or prevent the Employee
from serving on the board of directors of charitable organizations or other
business corporations not in competition with the Employer.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (b) This
agreement shall not be interpreted to prohibit Employee from making passive
personal investments or conducting private business affairs if those activities
do not materially interfere with the services required under this agreement.
However, Employee shall not, directly or indirectly, acquire, hold, or retain
any interest in any business competing with or similar in nature to the business
of employer.

    


    Competitive
Activities

    Section
2.05. During the term of this contract Employee shall not, directly or
indirectly, either as an employee, employer, consultant, agent, principal,
partner, stockholder, corporate officer, director, or in any other individual or
representative capacity, engage or participate in any business that is in
competition in any manner whatsoever with the business of employer.

    


    Uniqueness
Of Employee’s Services

    Section
2.06. Employee represents and agrees that the services to be performed under the
terms of this contract are of a special, unique, in unusual, extraordinary, and
intellectual character that gives them a peculiar value, the loss of which
cannot be adequately compensated in damages in an action at law. Employee
therefore expressly agrees that Employer, in addition to any other rights or
remedies that Employer may possess, shall be entitled to injunctive and other
equitable relief to prevent or remedy a breach of this contract by
employee.

    


    Indemnification
for Negligence or Misconduct

    Section
2.07. Employee shall indemnify and hold Employer harmless from all liability for
loss, damage, or injury to persons or property resulting from the negligence or
misconduct of Employee.

    


    Trade
Secrets

    Section
2.08. (a) The parties acknowledge and agree that during the term of this
agreement and in the course of discharge of his duties hereunder, Employee shall
have access to and become acquainted with financial, personnel, sales, technical
and other information regarding formulas, patterns, compilations, programs,
devices, methods, techniques, operations, plans and processes that are owned by
Employer actually or used in the operation of Employer’s business, or obtained
from third parties under an agreement of confidentiality, and that such
information constitutes Employer’s “trade secrets”.

    (b) Employee
specifically agrees that he shall not misuse, appropriate, or disclose in
writing, or by electronic means, any trade secrets, directly or indirectly, to
any other person or use them in any way, either during the term of this
agreement or at any time thereafter, except as is required in the course of his
employment.

    (c) Employee
acknowledges and agrees that the sale or unauthorized use or disclosure in
writing, or by electronic means, of any such trade secrets obtained by Employee
during the course of his employment under this agreement, constitute unfair
competition. Employee promises and agrees not to engage in any unfair
competition with Employer, either during the term of this agreement or at any
time within a 12 month period after this agreement is
terminated.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    ARTICLE
3. OBLIGATIONS OF EMPLOYER

    


    General
Description

    Section
3.01. Employer shall provide Employee with the compensation, incentives,
benefits, and business expense reimbursement specified elsewhere in this
agreement.

    


    Indemnification
of Expenditures and Losses of Employee

    Section
3.02. Employer shall indemnify Employee for all necessary expenditures or losses
incurred by Employee in direct consequence of the discharge of his duties on
Employer’s behalf.

    


    ARTICLE
4. COMPENSATION OF EMPLOYEE

    


    Salary

    Section
4.01. As compensation for the services to be rendered by Employee hereunder,
Employer shall pay Employee an annual salary in the amount of $75,000. Said
salary shall be prorated for any partial employment period.

    


    Restricted
Stock Bonus

    Section
4.02. As additional compensation, Employer agrees to transfer to Employee for
each quarter of employment during the employment term, within 30 days after the
close of each quarter, 30,000 shares of restricted common stock of Cono
Italiano, Inc., for a total of 240,000 shares for two years’ employment. In the
event of early termination of this agreement by Employer other than for cause,
the remaining balance of Employee’s restricted stock bonus shall vest
immediately.

    


    ARTICLE
5. EMPLOYEE BENEFITS

    


    Annual
Vacation

    Section
5.01. Employee shall be entitled to 20 days vacation time each year with full
pay. Employee may be absent from his employment for vacation only at such times
as approved by the board of directors.

    


    Illness

    Section
5.02. On completion of 3 months in the service of Employer, Employee shall be
entitled to 10 days per year of sick leave at full pay. Sick leave may be
accumulated to a total of thirty (30) days.

    


    Medical
and Pharmacy Benefits

    Section
5.03. Medical and pharmacy benefits on customary and usual terms will be
included in a plan to be instituted by the Employer within 3 months after the
commencement of the term of this agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    ARTICLE
6. TERMINATION OF EMPLOYMENT

    


    Termination
for Cause

    Section
6.01. (a) Employer reserves the right to terminate this agreement if Employee
(1) willfully breaches any material term of this agreement or habitually
neglects the duties which he is required to perform under the terms of this
agreement, or (2) commits acts of dishonesty, fraud, misrepresentation, or other
acts of moral turpitude, that would prevent the effective performance of his
duties.

    


    (b) Employer
may at its option terminate this agreement for the reasons stated in this
section by giving written notice of termination to Employee without prejudice to
any other remedy to which Employer may be entitled either at law, in equity, or
under this agreement.

    


    (c) the
notice of termination required by this section shall specify the ground for the
termination and shall be supported by a statement of all relevant
facts.

    


    (d) Termination
under this section shall be considered “for cause” for the purposes of this
agreement.

    


    Section
6.02. (a) This agreement shall be terminated upon the death of
Employee.

    


    (b) Employer
reserves the right to terminate this agreement within 1 month after Employee
suffers from a disability which precludes him from the performance of his
essential job duties under this agreement. Such termination shall be effected by
giving 30 days’ written notice of termination to Employee.

    


    (c) Termination
under this section shall not be considered “for cause” for the purpose of this
agreement.

    


    Termination
by Employee

    Section
6.03. Employee may terminate his obligations under this agreement by giving
employer at least 30 days’ notice in advance.

    


    Effect on
Compensation

    Section
6.04. In the event that this agreement is terminated prior to the completion of
the terms specified herein, Employee shall be entitled to the compensation
earned by and vested in him prior to the date of termination as provided for in
this agreement, computed pro rata up to and including that date. Employee shall
be entitled to no further compensation as of the date of
termination.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    ARTICLE
7. GENERAL PROVISIONS

    


    Notices

    Section
7.01. Any notices to be given by either party to the other shall be in writing
and may be transmitted either by personal delivery or by mail, registered or
certified, postage prepaid with return receipt requested. Mailed notices shall
be addressed to the parties at the addresses appearing in the introductory
paragraph of this agreement, but each party may change that address by written
notice in accordance with this section. Notices delivered personally shall be
deemed communicated as of the date of actual receipt; mailed notices shall be
deemed communicated as of the date three days after the date of
mailing.

    


    Arbitration


    Section
7.02. (a) Any controversy between Employer and Employee involving the
construction or application of any of the terms, provisions, or conditions of
this agreement shall be submitted to arbitration on the written request of
either party served on the other. Arbitration shall comply with and be governed
by the provisions of the American Association of Arbitration.

    


    (b)
Employer and Employee shall each appoint one person to hear and determine the
dispute. If the two person so appointed are unable to agree, that those persons
shall select a third impartial arbitrator whose decision shall be final and
conclusive upon both parties.

    


    Attorney’s
Fees and Costs

    Section
7.03. If any legal action is necessary to enforce or interpret the terms of this
agreement, the prevailing party shall be entitled to reasonable attorney’s fees,
costs, and necessary disbursements in addition to any other relief to which that
party may be entitled. This provision should be construed as applicable to the
entire contract.

    


    Entire
Agreement

    Section
7.04. This agreement supersedes any and all other agreements, either oral or in
writing, between the parties hereto with respect to the employment of Employee
by Employer, and contains all of the covenants and agreements between the
parties with respect to that employment. Each party to this agreement
acknowledges that no representations, inducements, promises, or agreements,
orally or otherwise, have been made by any party, or anyone acting on behalf of
any party, which are not embodied herein and that no other agreement, statement,
or promise that contained in this agreement shall be valid or
binding.

    


    Modifications

    Section
7.05. Any modification of this agreement will be effective only if it is in
writing and signed by both parties.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Effect of
Waiver

    Section
7.06. The failure of either party to insist on strict compliance with any of the
terms, covenants, or conditions of this agreement by the other party shall not
be deemed a waiver of that term, covenant, or condition, nor shall any waiver or
relinquishment of any right or power at any one time or times be deemed a waiver
or relinquishment of that right or power for all or any other
times.

    


    Partial
Invalidity

    Section
7.07. If any provision in this agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions
shall nevertheless continue in full force and effect without being impaired or
invalidated in any way.

    


    Laws
Governing Agreement

    Section
7.08. This agreement shall be governed by and construed in accordance with the
laws of the State of Delaware.

    


    Executed
on ___________, 2008, at ___________, New Jersey.

    


    
      
        
          
            
              	
                      EMPLOYER

                    
	 
      
	
                      Cono
      Italiano, Inc.

                    
	 
      
	
                      By

                    	
                      

                    
	
                      Mitchell
      H. Brown

                    
	
                      Chief
      Executive Officer

                    
	 
      
	
                      EMPLOYEE

                    
	
                      

                    
	
                      Joseph
      Masselli