Unassociated Document


    EMPLOYMENT
      AGREEMENT

    (Bruce
      Edwards)

    


    THIS
      EMPLOYMENT AGREEMENT
      (the
“Agreement”) is made and entered into as of the 1st day of March, 2006 (the
“Effective Date”), by and between ELITE
      FLIGHT SOLUTIONS, INC.,
      a
      Delaware corporation (“Employer”), and Bruce
      Edwards,
      an
      individual residing in Ashburn, Virginia (“Employee”).

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      Employer and Employee desire to enter into an agreement regarding Employee’s
      employment with Employer pursuant to the terms and conditions set forth
      herein;

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants contained herein, and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, and intending to be legally bound hereby, the parties
      covenant and agree as follows:

    


    1. Employment.
      Employer hereby employs Employee and Employee hereby accepts employment with
      Employer, as Chief Executive Officer of
      Employer, on the terms and condi-tions set forth in this Agreement.

     

    2. Term
      of Employment.
      The
      term of Employee’s employment hereunder (the “Term”) shall commence as of March
      1, 2006 (the “Commencement Date”), and shall continue (subject to termination by
      either Employer or Employee as hereinafter provided) for an initial term (the
      “Initial Term”) of three (3) years expiring on February 28, 2009
      (the
“Expiration Date”). At the expiration of the Initial Term, this Agreement shall
      automatically terminate, and Employer shall have no further obligation to
      Employee other than payment of any earned and unpaid Base Salary (as hereafter
      defined) under Section 3(a) and any earned and unpaid Signing Bonus (as
      hereafter defined) under Section 3(b), and Employee shall have no further
      obligation to Employer except as set forth in Sections 6, 7, 8 and
      9.

     

    3. Compensation
      and Other Benefits.

    


    (a) As
      compensation for all services rendered by Employee in perfor-mance of Employee’s
      duties or obligations under this Agreement, Employer shall pay Employee a
      monthly Base Salary (the “Base Salary”) of Ten Thousand and No/100 Dollars
      ($10,000). Employee's Base Salary shall be payable in equal semi-monthly
      installments or in the manner and on the timetable which Employer's payroll
      is
      customarily handled or at such intervals as Employer and Employee may hereafter
      agree to from time to time. 

     

    (b) In
      addition to receiving the Base Salary provided for in Section 3(a), Employee
      shall, upon execution of this Agreement, earn a signing bonus (the “Signing
      Bonus”) of 6,000,000 shares (the “Compensation Shares”) of the company’s
      restricted stock. This bonus is intended to compensate the employee for the
      shortfall in cash compensation that an executive of his experience would
      otherwise receive. The Compensation Shares will be issued after the stock
      reverse as approved by the board of directors on February 14th,
      2006
      and will be issued with a restricted legend and will remain restricted for
      a
      period of three (3) years unless otherwise approved by the board of directors.
      The Board of Directors may from time to time authorize bonus payments to
      employee based on his contributions to the performance of the Company or such
      other criteria as the Board may establish, in addition to his regular salary
      and
      signing bonus.

    


    
      
         

      

      
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    (c) Employee
      shall be entitled to be reimbursed by Employer for all reasonable and necessary
      expenses incurred by Employee in carrying out Employee’s duties under this
      Agreement in accordance with Employer’s standard policies regarding such
      reimbursements.

    


    (d) Employee
      shall be entitled during the Term, upon satisfaction of all eligibility
      requirements, if any, to participate in all health, dental, disability, life
      insurance and other benefit programs now or hereafter established by Employer
      which cover substantially all other of Employer's employees and shall receive
      such other benefits as may be approved from time to time by
      Employer.

    


    4. Duties.

    


    (a) Employee
      is employed to act as Chief Executive Officer of Employer or in such other
      office or position as shall be assigned to Employee from time to time by
      Employer, and to perform such duties as are commensurate with Employee’s
      position with Employer. Specifically, Employee is required pursuant to this
      Agreement to utilize his best efforts to originate equipment leases, establish
      and maintain relationships with financing institutions, and to work in a manner
      consistent with the highest industry practice. 

    


    (b) Employee
      agrees that during the period of employment, Employee shall devote his best
      efforts to Employee’s duties as an employee of Employer and Employee shall use
      Employee’s best efforts to perform the duties of Employee’s position in an
      efficient and competent manner and shall use Employee’s best efforts to promote
      the interests of Employer.

    


     

    5. Termination
      of Employment.
      Employee’s employment under this Agreement shall terminate upon the earliest to
      occur of any of the following events (the actual date of such termination being
      referred to herein as the “Termination Date”):

    


    (a) The
      expiration of the Agreement in accordance with Section 2.

    


    (b) The
      death
      of Employee.

    


    (c) The
      failure of Employee to be able to perform Employee’s duties hereunder for a
      period of not less than ninety (90) days by reason of disability. For purposes
      of this Agreement, Employee shall be deemed to have become disabled when
      Employer, upon the advice of a qualified physician, shall have determined that
      Employee has become physically or mentally incapable (excluding infrequent
      and
      temporary absences due to ordinary illness) of performing Employee’s duties
      under this Agreement. Before making any termination decision pursuant to this
      Section 5(c)(6), Employer shall determine whether there is any reasonable
      accommodation (within the meaning of the Americans with Disabilities Act) which
      would enable Employee to perform the essential functions of Employee’s position
      under this Agreement despite the existence of any such disability. If such
      a
      reasonable accommodation is possible, Employer shall make that accommodation
      and
      shall not terminate Employee’s employment hereunder based on such
      disability.

    


    
      
         

      

      
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    (d) The
      termination of Employee’s employment by Employer under this Agreement for
“Cause” (in which case prior notice from Employer shall not be required except
      as set forth in subparagraph (4) below), upon the occurrence of any of the
      following events:

     

    (1)
      any
      embezzlement or wrongful diversion of funds of Employer or any affiliate of
      Employer by Employee;

    


    (2)  gross
      malfeasance by Employee in the conduct of Employee’s duties;

    


    (3)  breach
      of this Agree-ment and the failure to cure such breach within thirty (30) days
      after notice thereof has been delivered to Employee;

    


    (4)
      gross
      neglect by Employee in carrying out Employee’s duties; or

    


    (5)
      the
      charging of Employee with a felony or a crime involving moral
      turpitude.

     

    If
      Employee’s employment is terminated for any of the reasons specified in Section
      5(b), (c) or (d), or Employee terminates this Agreement for any reason prior
      to
      the expiration of the then-existing Term, Employer shall no longer be obligated
      to make the payments specified under Section 3 or to pay to Employee any other
      compensation or benefits whatsoever. Notwithstanding the foregoing, if for
      any
      reason Employee’s employment is terminated under paragraph 5(d) hereunder, any
      compensation payable under Sections 3(a), 3(b) or 3(c) which shall have been
      earned through the date of termination but not yet paid shall be paid by
      Employer to Employee or Employee’s estate, as the case may be, and employee
      shall be paid three months of base salary as of date of termination. If the
      employee voluntarily terminates his employment during the term of this
      agreement, he will forfeit the Signing Bonus payable under Section 3(b) unless
      otherwise approved by the Board of Directors. 

    


    
      
         

      

      
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    6. Inventions
      and Creations Belong to Employer.

    


    (a) Any
      and
      all customer lists, inventions, discoveries, improvements or creations
      (collectively, “Creations”) which Employee has conceived or made or may conceive
      or make during the period of employment in any way, directly or indirectly,
      connected with Employer’s business shall be the sole and exclusive property of
      Employer. Employee agrees that all copyrightable works created by Employee
      or
      under Employer’s direction in connection with Employer’s business are “works
      made for hire” and shall be the sole and complete property of Employer and those
      any and all copyrights to such works shall belong to Employer. To the extent
      any
      of the works described in the preceding sentence are not deemed to be “works
      made for hire,” Employee hereby assigns all proprietary rights, including
      copyright, in these works to Employer without further compensation.

    


    (b) Employee
      further agrees to (i) disclose promptly to Employer all such Creations which
      Employee has made or may make solely, jointly or commonly with others during
      the
      period of employment to the extent connected with Employer’s business, (ii)
      assign all such Creations to Employer, and (iii) execute and sign any and all
      applications, assignments or other instruments which Employer may deem necessary
      in order to enable Employer, at Employer’s expense, to apply for, prosecute and
      obtain copyrights, patents or other proprietary rights in the United States
      and
      foreign countries or in order to transfer to Employer all right, title and
      interest in said Creations.

    


    7. Confidentiality;
      Ownership of Information.
      Immediately upon inception of employment and contemporaneously with the
      execution of this Agreement, Employee shall have access to and become familiar
      with various trade secrets and proprietary and confidential information of
      Employer consisting of, but not limited to, records and other confidential
      information relating to equipment leasing (collectively, the “Confidential
      Information”), which are owned by Employer and regularly used in the business of
      Employer. Employee acknowledges that Employee will be provided with access
      to
      the Confidential Information in exchange for Employee’s covenant not to compete
      and his promise herein not to disclose the Confidential Information. Employee
      further acknowledges and agrees that the Confidential Information is secret
      and
      not generally known and is valuable, special, and unique to Employer, the
      disclosure of which could cause substantial injury and loss of profits and
      goodwill to Employer. Employee shall not hereafter use in any way or disclose,
      in whole or in part, any of the Confidential Information, directly or
      indirectly, either while employed by Employer or at any time thereafter, except
      as required or consented to in writing by Employer. All files, records,
      documents, information, data and similar items relating to the business of
      Employer, whether prepared by Employee or otherwise coming into Employee’s
      possession, shall remain the exclusive property of Employer and shall not be
      removed from the premises of Employer under any circumstances without the prior
      written consent of Employer (except in the ordinary course of business during
      Employee’s employment with Employer), and in any event shall be promptly
      delivered to Employer upon termination of Employee’s employment with
      Employer.

    


    8. Non-Solicitation
      of Employees.
      During
      the Initial Term and any Renewal Term and for a period of six (6) months after
      the date of termination of employment for any reason, Employee will not in
      any
      way, directly or indirectly (i) induce or attempt to induce any employee of
      Employer to quit employment with Employer; (ii) otherwise interfere with or
      disrupt Employer’s relationship with its employees; (iii) solicit, entice or
      hire away any employee of Employer; or (iv) hire or engage any employee of
      Employer or any former employee of Employer whose employment with Employer
      ceased less than one year before the date of such hiring or engagement. Employee
      acknowledges that any attempt on the part of Employee to induce others to leave
      Employer’s employ, or any effort by Employee to interfere with Employer’s
      relationship with its other employees would be harmful and damaging to Employer.
      

    


    
      
         

      

      
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    9. Noncompete;
      Working for Competitor.
      Employee acknowledges and agrees that the proprietary information Employee
      acquires regarding Employer will enable Employee to injure Employer if Employee
      should compete with Employer. Therefore, Employee hereby agrees that Employee
      shall not, during Employee’s employment with Employer and, in the event of
      termination of this Agreement by Employer pursuant to Section 5(d) or by
      Employee for any reason, for a period of six (6) months after such termination
      or cessation of Employee’s employment with Employer, directly or indirectly, as
      a director, officer, agent, employee, consultant, or independent contractor
      or
      in any other capacity, invest (other than investments in publicly owned
      companies which constitute not more than 1% of the voting securities of any
      such
      company) or engage in, or provide employment, consulting, or other services
      to,
      or serve as an officer, director, or employee of, or consultant to, any person
      engaged in the current business of the Employer.

    10. Employee’s
      Acknowledgement.
      It is
      the express intention of Employee and Employer to comply with Delaware law
      in
      effect as of the date of execution hereof. Employee stipulates that the
      provisions of this Agreement are not oppressive or overly burdensome to Employee
      and will not prevent Employee from earning an income following termination
      of
      this Agreement. Employee warrants and represents that:

    


    a. Employee
      is familiar with non-solicitation and non-compete covenants;

    


    b. Employee
      has discussed or acknowledges the opportunity to discuss the provisions of
      the
      non-solicitation and non-compete covenants contained herein with Employee’s
      attorney and has concluded that such provisions (including, without limitation,
      the right to equitable relief and the length of time provided for herein) are
      fair, reasonable and just under the circumstances;

    


    c. Employee
      is fully aware of the obligations, limitations and liabilities included in
      the
      non-solicitation and non-compete covenants contained in this
      Agreement;

    


    d. The
      scope
      of activities covered hereby is substantially similar to those activities to
      be
      performed by Employee under this Agreement;

    


    e. The
      non-solicitation period and the non-compete period are reasonable restrictions,
      giving consideration to the following factors: (1) Employee and Employer
      reasonably anticipate that this Agreement, although terminable under certain
      provisions, will continue in effect for sufficient duration to allow Employee
      to
      attain superior bargaining strength and an ability for unfair competition with
      respect to the customers covered hereby; and (2) the duration of the
      non-solicitation and non-compete periods is reasonably necessary to allow
      Employer to restore its position of equivalent bargaining strength and fair
      competition with respect to those customers covered hereby; and

    


    
      
         

      

      
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    f. The
      limitations contained in this Agreement with respect to geographic area,
      duration and scope of activity are reasonable; however, if any court shall
      determine that the geographic area, duration or scope of activity of any
      restriction contained in this Agreement is unenforceable, it is the intention
      of
      the parties that such restrictive covenants set forth herein shall not thereby
      be terminated, but shall be deemed amended to the extent required to render
      such
      covenants valid and enforceable.

    


    11. Remedies;
      Injunction.
      In the
      event of a breach or threatened breach by Employee of any of the provisions
      of
      this Agreement, Employee agrees that Employer, in addition to and not in
      limitation of any other rights, remedies or damages available to Employer at
      law
      or in equity, shall be entitled to a permanent injunction without the necessity
      of proving actual monetary loss in order to prevent or restrain any such breach
      by Employee or by Employee’s partners, agents, representatives, servants,
      employees and/or any and all persons directly or indirectly acting for or with
      Employee. It is expressly understood between the parties that this injunctive
      or
      other equitable relief shall not be Employer’s exclusive remedy for any breach
      of this Agreement, and Employer shall be entitled to seek any other relief
      or
      remedy which it may have by contract, statute, law or otherwise for any breach
      hereof.

    


    12. Notices.
      Any
      notice, demand or request which may be permitted, required or desired to be
      given in connection therewith shall be given in writing and directed to Employer
      and Employee as follows:

    


    
      	 	If to Employer, at:	133 Salem Ave 
	 	 	Roanoke, VA 24011
	 	 	 
	 	or, if to Employee, at:	42544 Holly Hock Terrace, Apt.
              204
	 	 	Ashburn, VA
              20148-4842


    

      

    Notices
      shall be deemed properly delivered and received when and if either: (i)
      personally delivered; (ii) delivered by nationally-recognized overnight courier;
      (iii) when deposited in the U.S. Mail, by registered or certified mail, return
      receipt requested, postage prepaid; or (iv) sent via facsimile transmission
      with
      confirmation mailed by regular U.S. mail. Any party may change its notice
      address for purposes hereof to any address within the continental United States
      by giving written notice of such change to the other parties hereto at least
      fifteen (15) days prior to the intended effective date of such
      change.

    


    13. Severability.
      If any
      provision of this Agreement is rendered or declared illegal or unenforceable
      by
      reason of any existing or subsequently enacted legislation or by decree of
      a
      court of last resort, Employer and Employee shall promptly meet and negotiate
      substitute provisions for those rendered or declared illegal or unenforceable,
      but all the remaining provisions of this Agreement shall remain in full force
      and effect.

    


    
      
         

      

      
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    14. Assignment.
      This
      Agreement may not be assigned by any party without the prior written consent
      of
      the other parties, except for an assignment by Employer to a successor entity
      in
      a transaction validly approved by the managing members of Employer.

    


    15. Binding
      Agreement.
      This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto, and their respective legal representatives, heirs, successors and
      permitted assigns.

    


    16. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware.

    


    17. Attorneys
      Fees.
      In the
      event of any dispute between the parties regarding this Agreement, the
      prevailing party shall be entitled to be reimbursed for such prevailing party’s
      attorney’s fees and costs of court (or cost of arbitration, as applicable) by
      the non-prevailing party.

     

    18. Agreement
      Read, Understood and Fair.
      Employee has carefully read and considered all provisions of this Agreement
      and
      agrees that all of the restrictions set forth are fair and reasonable and are
      reasonably required for the protection of the interests of
      Employer.

    


    19. Entire
      Agreement; Amendments.
      This
      Agreement constitutes the entire agreement and understanding between the parties
      hereto relating to the subject matter of this Agreement and supersedes any
      prior
      agreement and understanding relating to the subject matter of this Agreement.
      This Agreement may be modified or amended only by a written instrument executed
      by the parties hereto.

    


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