Ex. 10.1


    Exhibit
      10.1

     

    EMPLOYMENT
      AGREEMENT

     

    This
      Employment Agreement, is made as of December
      6, 2003
      (the
“Effective Date”), by and between Phillip
      E. Koehnke
      (“Employee”) and U.S.A.
      Connection, Inc.,
      a
      Colorado corporation (the “Company”). In consideration of the premises and for
      other good and valuable consideration, and with the intent to be legally bound,
      the parties hereto agree as follows:

     

    RECITALS

    


    A. WHEREAS,
      the Company desires to employ Employee on the terms and conditions herein stated
      and Employee accepts such terms of employment.

     

    1.  Position.
      During
      the term of this Agreement, the Company will employ the Employee, and the
      Employee will serve the Company in the capacity of Director,
      President, Chief Executive Officer, Chief Financial Officer and Secretary.
      

     

    2.  Duties.
      The
      Employee will perform duties described in Exhibit
      “A,” attached
      to this Agreement and incorporated by this reference, together with such
      additional reasonably related duties assigned by the President or Board of
      Directors.

     

    3.  Service.
      Except
      with respect to the matters specified below, Employee will devote substantial
      working time and efforts to the business and affairs of the Company. The
      foregoing shall not, however, preclude the Employee: (a) from engaging in
      appropriate civic, charitable or religious activities; (b) from serving on
      the boards of directors of other entities, with the consent of the Company,
      which consent shall not be unreasonably withheld; (c) from providing
      incidental assistance to family members on matters of family business, so long
      as the foregoing activities and service do not conflict with the Employee's
      responsibilities to the Company; and (d) from completing, managing and
      supervising Employee’s personal business affairs.

     

    4.   Term
      of Agreement.
      The
      Company agrees to continue the Employee's employment, and the Employee agrees
      to
      remain in the employ of the Company, pursuant to the terms of this Agreement
      for
      a period of forty
      eight (48) months,
      but
      this Agreement shall be subject to extension for and up to an additional twelve
      (12) months after the Effective Date, unless the Employee’s employment is
      earlier terminated pursuant to the provisions of this Agreement. 

     

    5.  Compensation
      and Benefits.

     

    5.1  Compensation.

     

    5.2  Base
      Salary.
      Employee shall receive a salary of $10,000
      per month
      (the
“Base Salary”), payable in monthly installments of $10,000
      in
      accordance with the general payroll practices of the Company. 

     

    5.3  Expenses.
      The
      Company will reimburse (monthly) the Employee for all reasonable and necessary
      expenses incurred by the Employee in connection with the Company's business,
      entertainment, airfare, automobile, hotel and miscellaneous expenses incurred
      by
      Employee.

     

    5.4  Security.This
      Agreement shall be secured by a Convertible Promissory Note (the “Note”) made by
      the Company in favor of Employee. The Note is attached hereto as Exhibit
      “B”
      and
      incorporated herein by reference.

     

    6.  Termination.

     

    6.1  Events
      of Termination.
      The
      Employee's employment with the Company shall terminate upon any one of the
      following:

     

    6.1.1  Thirty
      (30) days after the date of a written notice sent to the Employee stating the
      Company's determination made in good faith that it is terminating the Employee
      for “Cause” as defined under Section 6.2 below (“Termination for Cause”);
      or

     

    6.1.2  Thirty
      (30) days after the date of a written notice sent to the Employee stating the
      Company's determination made in good faith that, due to a mental or physical
      incapacity, the Employee has been unable to perform his duties under this
      Agreement for a period of not less than six (6) consecutive months (“Termination
      for Disability”); or

     

    6.1.3  Upon
      the
      Employee's death (“Termination Upon Death”); or

     

    6.1.4  Upon
      the
      date of a written notice sent to the Company stating the Employee's
      determination made in good faith of “Constructive Termination” by the Company,
      as defined under Section 6.3 below (“Constructive Termination”); or

     

    6.1.5  Thirty
      (30) days after the date of a notice sent to the Employee stating that the
      Company is terminating his employment, without Cause, which notice can only
      be
      given by the Company at any time after the Effective Date at the Company's
      sole
      discretion, for any reason or for no reason (“Termination Without Cause”);
      or

     

    6.1.6  The
      date
      of a notice sent to the Company from the Employee stating that the Employee
      is
      electing to terminate his employment with the Company (“Voluntary
      Termination”).

     

    6.2  “Cause”
      Defined.
      For
      purposes of this Agreement, “Cause” for the Employee's termination will exist at
      any time after the occurrence of one or more of the following
      events:

     

    6.2.1  Any
      willful act or acts of dishonesty undertaken by the Employee intended to result
      in substantial gain or personal enrichment of the Employee at the expense of
      the
      Company;

     

    6.2.2  Any
      willful act of gross misconduct which could reasonably be expected to materially
      and demonstrably result in damage to the Company. No act, or failure to act,
      by
      the Employee shall be considered “willful” if done, or omitted to be done, by
      him in good faith and in the reasonable belief that his act or omission was
      in
      the best interest of the Company and/or required by applicable law,
      or

     

    6.2.3  Employee
      is charged with the commission of a felony involving moral
      turpitude.

     

    6.3  “Constructive
      Termination” Defined.
      “Constructive Termination” shall mean: 

     

    6.3.1  A
      material reduction in the Employee's salary or benefits not agreed to by the
      Employee;

     

    6.3.2  A
      material change in the Employee's responsibilities not agreed to by the
      Employee;

     

    6.3.3  The
      Company's breach or failure to comply in any material respect with any material
      term of this Agreement after thirty (30) days written notice of the Employee’s
      claim of such failure; or

     

    6.3.4  A
      requirement that the Employee relocate to an office that would increase the
      Employee's one-way commute distance by more than thirty (30) miles from his
      home.

     

    6.4  “Termination
      Without Cause”
shall
      mean:

     

    6.4.1  Termination
      of the Employee’s employment with the Company for any reason other than
      Cause.

     

    7.  Effect
      of Termination.

     

    7.1  Termination
      for Cause or Voluntary Termination.
      In the
      event of any termination of the Employee's employment pursuant to
      Section 6.1.1 or Section 6.1.6, the Company shall immediately pay to
      the Employee the compensation and benefits accrued and otherwise payable to
      the
      Employee under Section 5 through the date of termination. The Employee's
      rights under the Company's benefit plans of general application shall be
      determined under the provisions of those plans.

     

    7.2  Termination
      for Disability.
      In the
      event of termination of employment pursuant to Section 6.1.2:

     

    7.2.1  The
      Company shall immediately pay to the Employee the compensation and benefits
      accrued and otherwise payable to the Employee under Section 5 through the date
      of termination; and 

     

    7.2.2  The
      Employee shall receive any other benefit payments as provided in the Company's
      standard benefit plans applicable to disability.

     

    7.3  Termination
      Upon Death.
      In the
      event of termination of employment pursuant to Section 6.1.3, all
      obligations of the Company and the Employee shall cease, except the Company
      shall immediately pay to the Employee (or to the Employee's estate) the
      compensation and benefits accrued and otherwise payable to the Employee under
      Section 5 through the date of termination.

     

    7.4  Constructive
      Termination or Termination Without Cause.
      In the
      event of any termination of this Agreement pursuant to Section 6.1.4 or
      Section 6.1.5:

     

    7.4.1  The
      Company shall immediately pay to the Employee the compensation and benefits
      accrued and otherwise payable to the Employee under entire term of this
      Agreement.

     

    8.  Nondisclosure.
      The
      Employee acknowledges that during the course of his employment by the Company,
      the Company will provide, and the Employee will acquire, knowledge of special
      and unique value with respect to the Company's business operations, including,
      by way of illustration, the Company's existing and contemplated product line,
      trade secrets, compilations, business and financial methods or practices, plans,
      hardware and software technology products, systems, programs, projects and
      know-how, pricing, cost of providing service and equipment, operating and
      maintenance costs, marketing and selling techniques and information, customer
      data, customer names and addresses, customer service requirements, supplier
      lists, and confidential information relating to the Company's policies,
      employees, and/or business strategy (all of such information herein referenced
      to as the “Confidential Information”). The Employee recognizes that the business
      of the Company is dependent upon Confidential Information and that the
      protection of the Confidential Information against unauthorized disclosure
      or
      use is of critical importance to the Company. The Employee agrees that, without
      prior written authorization of the President of the Company, the Employee will
      not, during his employment, divulge to any person, directly or indirectly,
      except to the Company or its officers and agents or as reasonably required
      in
      connection with the Employee’s duties on behalf of the Company, or make any
      independent use of, except on behalf of the Company, any of the Company's
      Confidential Information, whether acquired by the Employee during his employment
      or not. The Employee further agrees that the Employee will not, at any time
      after his employment has ended, use or divulge to any person directly or
      indirectly any Confidential Information, or use any Confidential Information
      in
      subsequent employment of any nature. If the Employee is subpoenaed, or is
      otherwise required by law to testify concerning Confidential Information, the
      Employee agrees to notify the Company upon receipt of a subpoena, or upon belief
      that such testimony shall be required. This nondisclosure provision shall
      survive the termination of this Agreement for any reason. The Employee
      acknowledges that the Company would not employ the Employee but for his
      covenants and promises contained in this Section 8.

     

    9.  Return
      of Documents.
      The
      Employee agrees that if the Employee’s relationship with the Company is
      terminated (for whatever reason), the Employee shall not remove or take with
      the
      Employee, but will leave with the Company or return to Company, all Confidential
      Information, records, files, data, memoranda, reports, customer lists, customer
      information, product information, price lists, documents and other information,
      in whatever form (including on computer disk), and any and all copies thereof,
      or if such items are not on the premises of the Company, the Employee agrees
      to
      return such items immediately upon the Employee's termination or the request
      of
      the Company. The Employee acknowledges that all such items are and remain the
      property of the Company.

     

    10. No
      Interference or Solicitation.
      The
      Employee agrees that during his employment, and for a period of six (6) months
      following the termination of his employment (for whatever reason), that neither
      he nor any individual, partner(s), limited partnership, corporation or other
      entity or business with which he is in any way affiliated, including, without
      limitation, any partner, limited partner, director, officer, shareholder,
      employee, or agent of any such entity or business, will: (i) request, induce
      or
      attempt to influence, directly or indirectly, any employee of the Company to
      terminate their employment with the Company; or (ii) employ any person who
      as of
      the date of this Agreement was, or after such date is or was, an employee of
      the
      Company. The Employee further agrees that during the period beginning with
      the
      commencement of the Employee’s engagement with the Company and ending six (6)
      months after the termination of the Employee’s employment with the Company (for
      whatever reason), he shall not, directly or indirectly, as an employee, agent,
      consultant, stockholder, director, partner or in any other individual or
      representative capacity of the Company or of any other person, entity or
      business, solicit or encourage any present or future customer, supplier,
      contractor, partner or investor of the Company to terminate or otherwise alter
      his, his or its relationship with the Company. This provision shall survive
      the
      termination of this Agreement for any reason.

    


    11. Injunctive
      Relief.
      The
      Employee acknowledges and agrees that the agreements and covenants contained
      in
      this Agreement are essential to protect the Confidential Information, business,
      and goodwill of the Company. The Employee further acknowledges that the breach
      of any of the agreements contained herein, including, without limitation, the
      confidentiality covenants specified in Section 8 and the non-solicitation
      covenants specified in Section 10 will give rise to irreparable injury to
      the Company, inadequately compensable in damages. Accordingly, the Company
      shall
      be entitled to injunctive relief to prevent or cure breaches or threatened
      breaches of the provisions of this Agreement and to enforce specific performance
      of the terms and provisions hereof in any court of competent jurisdiction,
      in
      addition to any other legal or equitable remedies which may be available. The
      Employee further acknowledges and agrees that in the event of the termination
      of
      the Employee's employment with the Company, whether voluntary or involuntary,
      that the enforcement of a remedy hereunder by way of injunction shall not
      prevent the Employee from earning a reasonable livelihood. The Employee further
      acknowledges and agrees that the covenants contained herein are necessary for
      the protection of the Company's legitimate business interests ad are reasonable
      in scope and content.

    


    12. Miscellaneous.

    


    12.1 Indemnification.
      The
      Company agrees to indemnify and defend the Employee to the full extent provided
      by Florida law, and on terms no less favorable than any indemnification
      agreement the Company has at any time during the term of this Agreement with
      an
      executive or officer of the Company. The Company agrees to reimburse Employee
      upon demand for any costs incurred in requesting or obtaining indemnification
      under this paragraph.

    


    12.2 Arbitration.
      The
      Employee and the Company shall submit to mandatory binding arbitration before
      a
      sole arbitrator, in any controversy or claim arising out of, or relating to,
      this Agreement or any breach hereof. The arbitrator is hereby authorized to
      permit discovery, including deposition testimony and award to the prevailing
      party the costs (including reasonable attorneys' fees and expenses) of any
      such
      arbitration.

    


    12.3 Severability.
      If any
      provision of this Agreement shall be found by any arbitrator or court of
      competent jurisdiction to be invalid or unenforceable, then the parties hereby
      waive such provision to the extent that it is found to be invalid or
      unenforceable and to the extent that to do so would not deprive one of the
      parties of the substantial benefit of its bargain. Such provision shall, to
      the
      extent allowable by law and the preceding sentence, be modified by such
      arbitrator or court so that it becomes enforceable and, as modified, shall
      be
      enforced as any other provision hereof, all the other provisions continuing
      in
      full force and effect.

    12.4 No
      Waiver.
      The
      failure by either party at any time to require performance or compliance by
      the
      other of any of its obligations or agreements shall in no way affect the right
      to require such performance or compliance at any time thereafter. The waiver
      by
      either party of a breach of any provision hereof shall not be taken or held
      to
      be a waiver of any preceding or succeeding breach of such provision or as a
      waiver of the provision itself. No waiver of any kind shall be effective or
      binding, unless it is in writing and is signed by the party against whom such
      waiver is sought to be enforced.

    


    12.5 No
      Assignment.
      This
      Agreement and all rights hereunder are personal to the Employee and may not
      be
      transferred or assigned by the Employee at any time. The Company may assign
      its
      rights, together with its obligations hereunder, to any parent, subsidiary,
      affiliate or successor, or in connection with any sale, transfer or other
      disposition of all or substantially all of its business and assets, provided,
      however, that any such assignee assumes the Company's obligations
      hereunder.

    


    12.6 Withholding.
      All
      sums payable to the Employee hereunder shall be reduced by all federal, state,
      local and other withholding and similar taxes and payments required by
      applicable law.

    


    12.7 Entire
      Agreement.
      This
      Agreement constitutes the entire and only agreement between the parties relating
      to employment of the Employee with the Company, and this Agreement supersedes
      and cancels any and all previous contracts, arrangements or understandings
      with
      respect thereto.

    


    12.8 Amendment.
      This
      Agreement may be amended, modified, superseded, cancelled, renewed or extended
      only by an agreement in writing executed by both parties hereto.

    


    12.9 Notices.
      All
      notices and other communications required or permitted under this Agreement
      shall be in writing and hand delivered, sent by telecopier, sent by registered
      first class mail, postage pre-paid, or sent by nationally recognized express
      courier service. Such notices and other communications shall be effective upon
      receipt if hand delivered or sent by telecopier, five (5) days after mailing
      if
      sent by mail.

    


    12.10 Binding
      Nature.
      This
      Agreement shall be binding upon, and inure to the benefit of, the successors
      and
      personal representatives of the respective parties hereto.

    


    12.11 Headings.
      The
      headings contained in this Agreement are for reference purposes only and shall
      in no way affect the meaning or interpretation of this Agreement. In this
      Agreement, the singular includes the plural, the plural included the singular,
      the masculine gender includes both male and female referents, and the word
“or”
is used in the inclusive sense.

    


    12.12 Counterparts
      and Fax Signatures.
      This
      Agreement may be executed by Fax and in two or more counterparts, each of which
      shall be deemed to be an original but all of which, taken together, constitute
      one and the same agreement.

    


    12.13 Governing
      Law.
      This
      Agreement and the rights and obligations of the parties hereto shall be
      construed in accordance with the laws of the State of Florida.

    


    12.14 Attorneys'
      Fees.
      In the
      event of any claim, demand or suit arising out of or with respect to this
      Agreement, the prevailing party shall be entitled to reasonable costs and
      attorneys' fees, including any such costs and fees upon appeal.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

    


    


    
      	
              “COMPANY”

               

              U.S.A.
                Connection, Inc.

              A
                Colorado corporation

               

               

               

               

               

              By:
                

              Phillip
                E. Koehnke, President

            	
              “Employee”

               

               

               

               

               

               

               

               

              Phillip
                E. Koehnke

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    



    EXHIBIT
      “A”

    TO

    EMPLOYMENT
      AGREEMENT

    


    DUTIES
      OF EMPLOYEE

    


    


    


    
      	1.  	
              Act
                as the Director, President, Chief Executive Officer, Chief Financial
                Officer and Secretary of the Company and to perform such duties as
                described in the Bylaws of the
                Company.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “B”

    TO

    EMPLOYMENT
      AGREEMENT

     

    (CONVERTIBLE
      PROMISSORY NOTE)