ex10_3.htm


    Exhibit
10.3

     

    MOGGLE,
INC.

    EMPLOYMENT
AGREEMENT

     

     

    THIS
AGREEMENT (“Agreement”), made and
effective as of _________, 2008, by and between Peter Pelullo (hereinafter
referred to as “Employee”), and Moggle
Inc., a Delaware corporation (“Company”).  In
consideration of the mutual promises and agreements contained herein, the
parties hereto, intending to be legally bound, hereby agree as follows:

     

    Section 1.  Scope of
Employment.

     

    1.1         
Positions.  Subject to the terms
hereof, the Company hereby agrees to employ Employee as  director of
corporate development for  the Company and Employee hereby accepts such
employment.  In this position, Employee shall report directly to the Board
of Directors and Employee shall handle duties commensurate with such position
(such duties and services hereinafter referred to as the “Services”). Company
may, at its discretion, request that Employee perform other or additional
services as are consistent with the position of Employee and such other or
additional services shall also be considered Services Employee shall devote that
amount of time energy and skill which is necessary to perform his obligations
hereunder and shall perform his obligations hereunder diligently, faithfully and
to the best of Employee’s abilities.  The Employee is not required to
devote full time to his obligations hereunder.

     

    1.2         


     

                In
connection with the exercise of rights granted to the Company hereunder, the
Employee agrees that Company and its affiliates shall have the right to use the
professional name, voice, likeness and biography of the Employee for publicity
purposes.  Employee agrees that he shall not permit the use of his name,
voice, likeness, biography and/or statements to promote or advertise any
product, service or organization during the Term hereof without the prior
written consent of Company.

     

    1.2      Place of
Performance.   Employee shall be initially based in the
Philadelphia, Pennsylvania area  except for reasonably required business
travel. It is understood by the Employee that the Company may direct the
Employee to appear at and provided services in any office operated by the
Company and/or its affiliates.

     

    1.3      Compliance with
Policies.  Subject to the terms of this Agreement, during the Term,
Employee shall comply in all material respects with all policies and procedures
adopted by the Company.

     

    Section 2.  Term. 


     

    The
term shall be from  ­ ______,2008 and shall continue until
__________,2011, unless otherwise terminated by Employee or Company, pursuant to
the terms of this Agreement (“Term”).  

     

    Section 3.  Base Salary, Bonus Compensation
and Expense Reimbursement.

     

    3.1       Base Salary. 
Effective upon  the Company’s receipt of equity capital in the minimum
amount of  $__,000,000  (the “Minimum Funding”) the Employee shall be
paid a base salary (the “Base Salary”) during
the Term of Two Hundred Thousand Dollars ($200,000.00) per annum or such
pro-rated portion thereof, if applicable.. The Base Salary and all payments
pursuant to Section 3 shall be
(a) payable on the bi-weekly schedule pursuant to Company procedures and the
law, and (b) subject to any withholdings and deductions required by applicable
law. Prior to receipt of the Minimum Funding the Employee acknowledges that
(i)  he will not receive a salary for the performance of his services
hereunder and no such salary will be accrued and (ii) his sole compensation for
performance of the services hereunder shall be the award of the options set
forth in Section 3.4 hereof. 

     

    
      
        
        

      

      
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    3.2       Bonus.  With respect to each
calendar year in which Employee provides Services pursuant to this Agreement,
Employee may be eligible to earn a bonus (“Bonus”) however the
decision whether to provide a Bonus and the amount of a Bonus, if any, shall be
subject to Company’s sole discretion.  

     

    3.3       Expense
Reimbursement.  The Company shall pay or reimburse Employee in
accordance with Company policy for all reasonable business expenses incurred or
paid by Employee in the course of performing his duties hereunder.  As a
condition to such payment or reimbursement, however, Employee shall maintain and
provide to the Company reasonable documentation and receipts for such
expenses.

     

    3.4       Equity Incentive
Plan     Upon
execution of this Agreement, the Employee shall be  awarded stock options
to purchase  2,750,000 shares of restricted common stock in the Company at
an exercise price of $.04  per share (“Options”) under the Company’s Equity
Incentive Plan (“Plan”). The Options, and the exercise thereof, shall be subject
to the terms and conditions of the Plan and the Option Agreement attached to
this Agreement as Exhibit A.

     

    Section 4.  Employee
Benefits.

     

    4.1       Benefit
Plans.  During the Term, Employee shall be entitled to participate
in the Company’s benefit programs, which are available to other similarly
situated employees of the Company, subject to the Company’s formal plan
documents, if any, or policies with respect to all such benefits or insurance
programs or plans.  The Company shall not, by virtue of this provision, be
under any obligation to Employee to continue to maintain any particular plan or
program or any particular benefit level under any plan or program.

     

    4.2       Paid time
Off.  Employee shall be entitled to paid time off during the Term,
to be accrued and taken in accordance with Company policy and applicable
law.  Employee shall be entitled to use two (2) weeks of paid vacation time
off per each calendar year of the Term, which shall accrue on a pro-rata and
monthly basis.  Additionally, Employee shall be entitled to two (2) days of
paid sick leave off per each calendar year of the Term which shall accrue on a
pro-rata and monthly basis.  Any unused vacation time or sick days shall be
used in accordance with Company policy, which may be amended from time to
time.

     

    Section 5.  Termination.

     

    5.1       Death or Total
Disability.  Employee’s employment hereunder shall terminate upon
Employee’s death.  The Company may, in accordance with applicable state and
federal laws and regulations, terminate Employee’s employment hereunder in the
event of Employee’s total disability (total disability meaning the inability of
Employee to perform substantially all of his current duties as required
hereunder for a continuous period of 100 days because of mental or physical
condition, illness or injury).  

     

    
      
        
        

      

      
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     5.2        For Cause. 
The Company may terminate Employee’s employment hereunder for “Cause”.  “Cause”
shall mean (a) Employee’s material and willful malfeasance, fraud or dishonesty
in the performance of his obligations hereunder; (b) Employee’s material breach
of any material provision of this Agreement which remains uncured more than
thirty (30) days after Company provides Employee with reasonably detailed,
written notice of such alleged action; (c) Employee’s engaging in conduct or
activities involving moral turpitude that is reasonably likely to cause material
damage to the business or reputation of the Company, any affiliate of the
Company, or any personnel thereof; or (d) Employee’s conviction of or plea of
guilty or nolo contendere to any felony or crime involving theft, fraud or
dishonesty other than in connection with misdemeanor violations in connection
with the operation of a motor vehicle or by virtue of imputed liability, or (e)
the Employee voluntarily terminates this Agreement prior to the end of the
Term.   Notwithstanding Company’s right to terminate Employee at any
time, Cause shall not exist unless and until the Company first notifies Employee
in writing that the Employee’s employment is being terminated for one or more of
the foregoing reasons (and such notification includes an explanation of the
reasons therefore) and the Employee is then afforded the opportunity to be heard
with counsel in person at Company’s New York City offices by the board of
directors of the Company  within seven  (7) business days following
receipt of such notice.  In the event of  termination pursuant to
Section 5.1 or 5.2 , Employee shall not be entitled to the receipt of any
unearned Base Salary, severance compensation or any benefits, other than those
benefits (i.e., COBRA) which Company is required to provide by law.  Under
such circumstances, Employee shall only be entitled to the reimbursement of
expenses pursuant to Section
3.3.

     

    5.3       Termination by Company
Not for Cause.  Should Company terminate this Agreement for any or
no reason other than for Cause  and provided further that Employee executes
a Release of Claims against the Company (including its affiliates, officers,
employees, agents, etc.) which includes a mutual release of claims,
 Employee shall be entitled to  an amount which shall be equal to the
total amount of the Base Salary Employee would be entitled to receive if he
remained employed through the full Term of the Agreement (“Termination
Salary”).

     

    5.4       Termination Date and
Notice of Termination.  Any termination of Employee’s employment by
the Company (other than termination upon the death of Employee) shall be
communicated by written notice to Employee, and the date of termination shall be
the date on which such notice is given.

     

    Section 6.  Representations.

     

    6.1       Of Employee. 
Employee represents and warrants to the Company that (a) his execution, delivery
and performance of this Agreement do not and will not conflict with, violate, or
constitute a breach of or default under any provision of law or regulation
applicable to him or any provision of any agreement, contract or other
instrument to which he is a party or otherwise bound; (b) this Agreement
constitutes the legal, valid and binding obligation of Employee, enforceable
against Employee in accordance with its terms; and (c) he has not received any
legal advice contrary to his representations or warranties set forth in this
Section 6.1.

     

    6.2       Of the
Company.  The Company represents and warrants to Employee that (a)
this Agreement has been duly executed and delivered by the Company; (b) the
execution, delivery and performance of the Agreement by the Company has been
duly authorized by all necessary corporate action: (c) this Agreement
constitutes the legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with its terms; (d) the execution, delivery
and performance of the Agreement by the Company do not and will not conflict
with, violate, or constitute a breach of the By-laws of the Company or any of
its affiliates or subsidiaries or any law or regulation applicable to the
Company or any of its subsidiaries: and (e) the Company has not received any
legal advice contrary to the Company’s representations and warranties set forth
in this Section
6.2.

     

    
      
        
        

      

      
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    Section 7.  Restriction on
Competition.  

     

     
Employee acknowledges that the Company is engaged in a highly competitive
business and has a compelling business interest in preventing the use or
disclosure of its’ Confidential Information and Trade secrets (as defined in
Section 10),
and that Employee, by virtue of his position, will have access to Confidential
Information and Trade Secrets.  Accordingly, Employee agrees that during
the Term and for one (1) year thereafter, Employee will not, either directly or
indirectly alone or in conjunction with any other party or whether as an
individual or on Employee’s own account, as a partner or joint venturer, or as
an employee, agent or salesperson for any person, as an officer or director of
any corporation, or as a consultant or otherwise, in any geographical area in
which Company then does business, work for or with or have any interest in any
Competitive Business as defined herein; provided that, if Employee wishes to
work for a Competitive Business in conflict with this Section 7:  (1) Employee shall
provide  the CEO of the Company with advance, written notice of such
opportunity, (2) the Company shall then have one (1) week to approve in writing
such participation, (3) if the Company does not inform Employee of its approval
in writing within the one (1) week period, the Company shall be deemed to have
rejected such request, (4) if the request is rejected, Employee shall refrain
from participation in such Competitive Business.  If Company grants the
request, then Employee may work for the Competitive Business and the Company
shall have further no obligation, financial or otherwise, to Employee. In such
event the Company may terminate this Agreement and such Termination will be
deemed to have been a termination for Cause.  A “Competitive Business”
shall mean any entity which engages in all or any of the following business
activities (1) development,  marketing and/or production of  massive
multiplayer on line games; (2)  development,  marketing and/or
production of an platform which allows players to play multiple massive
multiplayer on line games and/or (3) development,  marketing and/or
production of platform which assists third parties in developing  massive
multiplayer on line games.

     

    Section 8.  Restrictions on Soliciting
Personnel and Business Partners; Non-Disparagement.  

     

     
8.1     
Restriction
on Soliciting Personnel.  Employee agrees that, except to the 
extent that Employee is required to do so in connection with his employment
responsibilities herein or except with Company’s prior, written permission,
during the Term and for one (1) year thereafter, Employee will not, either
directly or indirectly, alone or in conjunction with any other party, solicit or
attempt to solicit any employee, consultant, contractor or other personnel of
Company or any affiliated entity to terminate, alter or lessen that party’s
affiliation with the Company or to violate the terms of any agreement or
understanding between such employee, consultant, contractor or other person and
the Company.  Employee agrees that, unless he has received Company’s prior
written permission to do so, Employee will not, either directly or indirectly,
alone or in conjunction with any other party, solicit or attempt to solicit any
“key” (as that term is defined in the next sentence) employee, consultant,
contractor or other personnel of or affiliated with the Company or any
affiliated entity to terminate, alter or lessen that party’s affiliation with
the Company or to violate the terms of any agreement or understanding between
such employee, consultant, contractor or other person and the Company during the
Term and for a period of twenty four (24)  months after termination. 
For purposes of the preceding sentence, “key” employees, consultants,
contractors or other personnel are those with knowledge of or access to Trade
Secrets or Confidential Information as defined in Section 10 Employee and the Company
acknowledge that a breach of this Section 8.1 will result in irreparable
damage and harm to the other party and that such damage will be presumed to have
occurred

     

     
8.2       Non-Disparagement.  Employee
agrees that he has not and will not make any statements, either written or oral,
about the Company, its shareholders, executives, officers, directors or
employees or has not and will not take any action or inaction which is or was
intended, or may reasonably be expected, to (i) disparage, defame, criticize,
ridicule, impugn or adversely affect the name or reputation of the Company, its
officers, shareholders, directors, executives, employees, or contractors or (ii)
disrupt, damage, impair or interfere with the Company, its officers, members,
directors, executives, employees, or contractors or its operations or business
prospects.  Employee acknowledges that a breach of this Section 8.2 will result in irreparable
damage and harm to the Company, its officers, shareholders, directors,
executives, employees, or contractors and that such damage will be presumed to
have occurred.  Company agrees that no senior executive of the Company will
(A) disparage, defame, criticize, ridicule, impugn or adversely affect the name
or reputation of the Employee or (B) with the exception of a breach by Employee
of any term, provisions, covenant
and/or representation contained in this Agreement, wherein the Company
may seek any and all remedies, disrupt, damage, impair or interfere with
Employee.  Employee and the Company acknowledge that a breach of this Section 8.2 will result in irreparable
damage and harm to the other party and that such damage will be presumed to have
occurred.  

     

    
      
        
        

      

      
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8.3       Restriction on Soliciting
Business Partners.  Employee agrees that during the Term and for the
one (1) year period immediately thereafter, Employee shall not cause or attempt
to solicit or cause (i) a Competitive Business; (ii) any advertiser; (iii) any
advertising agency and/or (iv) website,  which entities have engaged in any
business with the Company either pursuant to a written or oral contract or
otherwise during the time period of Employee’s employment with the Company, to
divert, terminate, limit, modify or fail to enter into any existing or potential
relationship with the Company or solicit such entities not to do business with
the Company; provided that, if Employee wishes to participate in a bona fide
opportunity in conflict with this Section 8.3:  (1) Employee shall
provide  the CEO of the Company with advance, written notice of such
opportunity, (2) the Company shall then have one (1) week to approve such
participation in writing, (3) if the Company does not inform Employee of its
approval in writing within the one (1) week period, the Company shall be deemed
to have rejected such request, (4) if the request is rejected, Employee shall
refrain from participation in such opportunity. If Company grants the request,
then Employee may work for such entity and the Company shall have further no
obligation, financial or otherwise, to Employee. In such event the Company may
terminate this Agreement and such Termination will be deemed to have been a
termination for Cause.  Employee and the Company acknowledge that a breach
of this Section 8.3 will result
in irreparable damage and harm to the other party and that such damage will be
presumed to have occurred

     

    Section 9.  Rights to Work
Product.  

     

                   
   9.1     Employee agrees that
the Company alone shall be entitled to all benefits, profits and results arising
from or incidental to the Employee’s  employment with the Company
and/or  Employee ‘s performance of any services on behalf of  the
Company whether before or after the date of this Agreement.  To the
greatest extent possible, any and all work product, property, data,
documentation or information or materials, discoveries, inventions, ideas,
concepts, research, trademarks, service marks, slogans, logos, information,
processes, products, techniques, methods and improvements or parts thereof
conceived, developed, prepared, discovered,  or created by Employee in
connection with Employee ‘s employment with the Company and/or Employee ‘s
performance of any services on behalf of the Company  or otherwise made by
Employee alone or jointly with others during the period of Employee ‘s
employment with the Company or during the twelve-month period after  the
termination of Employee’s employment with the Company, and in any way relating
to the present or proposed technology, intellectual property, products, programs
or services of the Company,  or to tasks assigned to Employee during the
course of Employee ‘s employment, whether or not patentable or subject to
copyright or trademark protection, whether or not reduced to tangible form or
reduced to practice, whether or not made during my regular working hours,
whether or not made on the Company premises,  including, but not limited
to,  those related to the Company’s  proposed massive multiplayer on
line gaming platform and/or  all other technology, including but not
limited to  systems, source code, object code, databases, hardware,
algorithms, software, programs, applications, engine protocols, routines,
models, displays and manuals, including, without limitation, the selection,
coordination, and arrangement of the contents thereof,  (all of the
foregoing are collectively referred to in this Agreement as “Work Product”) shall
be deemed to be “work made for hire” as defined in the Copyright Act, 17 U.S.C.A
§ 101 et
seq., as amended, and owned
exclusively and perpetually by the Company. Employee  hereby
unconditionally and irrevocably transfers and assigns to the Company all
intellectual property or other rights, title and interest that Employee may
currently have (or in the future may have) by operation of law or otherwise in
or to any Work Product. Employee agrees to execute and deliver to the Company
any transfers, assignments, documents or other instruments which the Company may
deem necessary or appropriate to vest complete and perpetual title and ownership
of any Work Product and all associated rights exclusively in the Company. 
the Company shall have the right to adapt, change, revise, delete from, add to
and/or rearrange the Work Product or any part thereof written or created by
Employee, and to combine the same with other works to any extent, and to change
or substitute the title thereof, and in this connection Employee hereby waives
all rights to any Work Product, including but not limited to any  “moral
rights” of authors as that term is commonly understood throughout the world
including, without limitation, any similar rights or principles of law which I
may now or later have by virtue of the law of any locality, state, nation,
treaty, convention or other source. Employee shall not be entitled to any
additional compensation for any exercise by the Company of its rights set forth
in this section.

     

    
      
        
        

      

      
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   9.2         
   Employee agrees to disclose all Work Product to the CEO of
 the Company as such Work Product is created in accordance with the
requirements of Employee’s  job and as directed by the Company.

     

                  9.3             
At any time during Employee’s employment with the Company and thereafter upon
the request or the Company, Employee will execute all documents and perform all
lawful acts that the Company considers necessary or advisable to secure its
rights hereunder and to carry out the intent of this Agreement. Without limiting
the generality of the foregoing, Employee  agrees to render to the Company
or its nominee all reasonable assistance as may be required:

     

                  
(a)   In the prosecution or applications for letters patent, foreign
and domestic, or re-issues, extensions and continuations thereof;

     

                  
(b)   In the prosecution or defense of interferences which may be
declared   involving any of said applications or patents;

     

                  
(c)   In any administrative proceeding or litigation in which the
Company may be  involved relating to any Work Product; and

     

                  
(d)   In the execution of documents and the taking of all other lawful
acts which the Company considers necessary or advisable in creating and
protecting  its copyright, patent, trademark, trade secret and other
proprietary right in any Work Products.

     

                  
The reasonable out-of-pocket expenses incurred by Employee in rendering such
assistance at the request of the Company will be reimbursed by the
Company.

     

    Section 10.  Non-Disclosure
Covenant. 


     

     
10.1     Employe acknowledges that
while employed by the Company, Employee has been and will continue to be exposed
to “Trade Secrets” and
“Confidential
Information” (as those terms are defined in this Section). 
“Trade Secrets” shall mean information or data of or about the Company, its
business and or any affiliated entity, including, but not limited to,
information or data related to the Company’s  proposed massive multiplayer
on line gaming platform all other technology of the Company , systems, source
code, object code, databases, hardware, algorithms, software, programs,
applications, engine protocols, routines, models, displays and manuals technical
or non-technical data, formulas, patterns, compilations, devices, methods,
techniques, drawings, processes, financial data, financial plans, products
plans, lists and/or contact information of actual or potential customers,
clients, distributees, licensees, or suppliers, including, without limitation,
the selection, coordination, and arrangement of the contents thereof,
that:  (a) derive economic or similar value, actual or potential, from not
being generally known to, and not being readily ascertainable by proper means
by, other persons who can obtain economic value from their disclosure or use;
and/or  (b) are the subject of efforts by the Company  that are
reasonable under the circumstances to maintain their secrecy.  To the
extent that the foregoing definition is inconsistent with a definition of “trade
secret” mandated under applicable law, the latter definition shall govern for
purposes of interpreting my obligations under this Agreement. 
“Confidential Information” shall mean valuable, non-public, competitively
sensitive data or information relating to the business of Company or any
affiliated entity, other than Trade Secrets, which shall include for example the
identity of customers, suppliers, clients and business partners and all contact
information related thereto.  

     

     

    
      
        
        

      

      
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    10.2
            Employee
further  acknowledges and agrees that any unauthorized disclosure or use of
any  Trade Secrets or Confidential Information would be wrongful and would
likely result in immediate and irreparable injury to y the Company.  Except
as required to perform Employee’s obligations under Employee ‘s employment with
the Company or except with the Company’s prior written permission, Employee
shall not distribute, redistribute, market, publish, disclose or divulge to any
other person or entity, or use or modify for use, directly or indirectly in any
way for any person or entity:  (i) any Trade Secrets at any time (during or
after Employee ‘s employment with the Company); and (ii) any Confidential
Information at any time (during or after Employee ‘s employment with the
Company). Employee agrees to cooperate with any confidentiality requirements of
the Company. Employee shall immediately notify the Company of any unauthorized
disclosure or use of any Trade Secrets or Confidential Information of which
Employee becomes aware of. 

     

    Section 11.  Return of Work Product and
Company Property.  

     

    At
any time during Employee’s employment with the Company, at the specific request
of the Company, or, in any event, as promptly as practicable after Employee ‘s
employment with the Company has  expired or has been terminated, Employee
 agrees to return to the Company all Work Product and all data, lists,
information, memoranda, notes, records, files, contact information, rolodexes
and documents belonging to the Company (including any copies of reproductions
thereof and any materials constituting or containing Trade Secrets and/or
Confidential Information) and all other property of the Company that are in
Employee ‘s possession or control. Upon the termination of Employee’s employment
with the Company for any reason, or at any time upon the Company's request,
Employee will return to the Company all Work Product, all written information
related to Trade Secrets  and Confidential Information and notes,
memoranda, records, customer lists, proposals, business plans and other
documents, computer software, materials, tools, equipment and other property in
my possession or under my control, relating to any work done for the Company or
otherwise belonging to the Company it being acknowledged that all such items are
the sole property of the Company. Further, before obtaining Employee ‘s final
paycheck, Employee agrees to sign a certificate stating the following:

     

                               
"Termination Certificate

     

                  
This is to certify that I do not have in my possession or custody, nor have
I

                  
failed to return, any Work Product, or any notes, memoranda, records,
customer

                  
lists, proposals, business plans or other documents or any computer software,


          
materials, tools, equipment or other property (or copies of any of the
foregoing)               

           belonging to
the Company, related to any work performed by me while employed by 

                  
the Company  and/or related to Trade Secrets and/or Confidential
Information."

     

    
      
        
        

      

      
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    Section 12.  Acknowledgment.  

     

    The
parties acknowledge and agree that the covenants  of Employee in Sections 7, 8, 9, 10, and
11 (collectively, the “Protective Covenants”)
are reasonable as to time, scope and territory given Company and its affiliates
need to protect the substantial investments in their Confidential Information,
Trade Secrets and customer relationships, and particularly given (a) the
generous compensation and benefits that are to be provided Employee, (b)
Company’s investment of time, effort and capital in enhancing Employee’s
business skills and opportunities, (c) the complexity and competitive nature of
Company and its affiliates, and (d) that Employee has sufficient skills to find
alternative, commensurate employment or consulting work in Employee’s field of
expertise that would not entail a violation of the Protective Covenants. 


     

    Section 13.  Remedies.  

     

    The
parties further acknowledge that any breach or threatened breach of Section 7, 8, 9, 10,
and/or  11 hereof by Employee is likely to result in irreparable
injury to the Company or its affiliates, and therefore, in addition to all
remedies provided at law or in equity (which remedies shall be cumulative and
not mutually exclusive),  Employee agrees that the Company shall be
entitled to file suit in a court of competent jurisdiction to seek a temporary
restraining order and a permanent injunction to prevent a breach or threatened
breach of such Sections, without the filing of any bond or undertaking.. 
The existence of any claim, demand, action or cause of action of Employee
against the Company or its affiliates, whether predicated upon this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Company or
its affiliates of any of Employee's obligations under this
Agreement.

     

    Section 14.  Arbitration.  

     

    Any
controversy or claim against the Company or any of its officers, directors,
employees, agents, or affiliates arising from, out of or relating to this
Agreement, the breach thereof (other than controversies or claims arising from,
out of or relating to the provisions in Sections  7, 8, 9, 10 and/or
 11 with respect to which Company may,  without notice to
Employee, seek injunctive and/or other equitable relief in a court of competent
jurisdiction), or the employment or termination thereof of Employee by the
Company or by Employee, which would give rise to a claim under federal, state or
local law (including but not limited to claims based in tort or contract, claims
for discrimination under state or federal law, and/or claims for violation of
any federal, state or local law, statute or regulation) (“Claims”) shall be
submitted to an impartial mediator (”Mediator”) selected
jointly by the parties.  Both parties shall attend a mediation conference
and attempt to resolve any and all Claims.  If they are not able to resolve
all Claims, any unresolved Claims, shall be determined by final and binding
arbitration in New York City, in accordance with the Model Employment Dispute
Resolution Rules (“Rules”) of the
American Arbitration Association, by an experienced employment arbitrator
licensed to practice law in accordance with the Rules.  Demands for
mediation and arbitration shall be made within a reasonable time after a Claim
has arisen.    

     

    Section 15.   Miscellaneous.

     

    15.1     Binding Effect.
This Agreement shall inure to the benefit of and shall be binding upon Employee
and his executor, administrator, heirs, personal representative and assigns, and
the Company and its successors and assigns, provided, however, neither party
hereto shall be entitled to assign this Agreement or any of its rights, or
delegate any of its duties hereunder (except, in the case of Employee, customary
delegation of authority not inconsistent with this Agreement; and except, in the
case of the Company, to any person or entity acquiring all or substantially all
of the assets of the Company or to any entity controlling, controlled by or
under common control with the Company), hereunder without the prior written
consent of the other party.

     

    
      
        
        

      

      
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    15.2     Headings. 
The section and subsection headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

     

    15.3     Notices. 
Unless otherwise agreed to in writing by the parties hereto, all communications
provided for hereunder shall be in writing and shall be deemed to be given when
delivered if delivered in person, by overnight mail  or by electronic
transmission or five (5) business days after being sent by first- class mail,
registered or certified, return receipt requested, with proper postage prepaid,
and 

                          


     

    
      	
              If to the Employee
      addressed to:

               

              Peter Pelullo

              _____________

              _____________

            	
               

               

            
	
               

            	
               

               

            


    

     

    
      	
              If to the Company,
      addressed to:

               

               

              Moggle, Inc.

              111 Presidential Blvd,.

              Suite 212

              Balacynwyd, PA 19004
Attn: Secretary

               

            	
              with a copy
to:

               

               

              Anthony M. Collura

              McManus, Collura
      & Richter, P.C.

              48 Wall Street

              25th Floor

              New York, NY
      10005

            


    

    or to such other person or
address as shall be furnished in writing by either party to the other as
provided for above prior to the giving of the applicable notice or
communication.

     

    15.4     Counterparts.  This Agreement may
be executed by facsimile and in counterparts, each of which shall be deemed to
be an original but all of which together shall constitute one and the same
instrument. 

     

    15.5     Entire Agreement.
This Agreement is intended by the parties to be the final expression of their
agreement with respect to the subject matter hereof and is the complete and
exclusive statement of the terms thereof, notwithstanding any representations,
statements or agreements to the contrary heretofore made. This Agreement may he
modified only by a written instrument signed by each of the parties hereto. Upon
execution of this Agreement, this Agreement shall supersede and replace in its
entirety the Original Agreement and the Original Agreement shall have no further
force or effect.. 

     

    15.6     Severability.  All provisions of
this Agreement are severable from one another, and the unenforceability or
invalidity of any provision of this Agreement shall not affect the validity or
enforceability of the remaining provisions of this Agreement; provided, however,
that should any judicial body interpreting this Agreement deem any provision to
be unreasonably broad in time, territory, scope or otherwise, the Company and
Employee intend for the judicial body, to the greatest extent possible, to
reduce the breadth of the provision to the maximum 1egally allowable parameters
rather than deeming such prevision totally unenforceable or
invalid.

     

    
      
        
        

      

      
        Page 9 of 10

        
          

        

      

      
        
        

      

    

     

    15.7     Waiver.  The
waiver by either the Company or Employee of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any prior or
subsequent breach of the same provision by the other party or a waiver of a
breach of another provision of this Agreement by the other party.  No
waiver or modification of any provision of this Agreement shall be valid unless
in writing and duly executed by the party to be charged with the waiver or
modification.

     

    15.8      Governing
Law.  This Agreement shall be deemed to be made in, and in all 
respects shall be interpreted, construed and governed by and in accordance with,
the laws of the State of New York.  The parties hereto agree that the state
or federal courts located in the State of New York, City of New York shall have
personal jurisdiction over them with respect to all matters arising from or with
respect to this Agreement and accordingly, consent to such personal
jurisdiction. Such courts shall be the exclusive forum for the resolution of any
matter or controversy arising from or with respect to this Agreement. 
Service of a summons and complaint concerning any such matter or controversy
may, in addition to any other lawful means, be effected by sending a copy of
such summons and complaint by certified mail to the party to be served as
specified in Section 15.3 hereof.

     

    15.9     Joint Participation in
Drafting this Agreement.  The parties acknowledge and confirm that
each of their respective attorneys have participated jointly in the drafting,
review and revision of this Agreement and that each party has had the benefit of
its independent legal counsel’s advice with respect to the terms and provisions
hereof and its rights and obligations hereunder.  Each party hereto
stipulates and agrees that the rule of construction to the effect that any
ambiguities are to be or may be resolved against the drafting party shall not be
employed in the interpretation of this Agreement to favor any party against
another and that no party shall have the benefit of any legal presumption or the
detriment of any burden of proof by reason of any ambiguity or uncertain meaning
contained in this Agreement.

     

    IN WITNESS WHEREOF the Parties
hereto have executed this Agreement as of the date first above written.

     

    MOGGLE,
INC.                                                         
EMPLOYEE

     

     

    By:___________________________                                    
By:____________________

     

     

     

    
    

    Page 10 of 10