ex10_1.htm


    Exhibit 10.1


    MOGGLE,
INC.

    EMPLOYMENT
AGREEMENT

    


    


    THIS
AGREEMENT (“Agreement”),
made and effective as of _________, 2008, by and between _Alfredo Villa
(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  President  and Chief Executive Officer of 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.

    


    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
Switzerland 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  1,000,000 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).

    


     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.

    


    
      
        
        

      

      
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    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 Chairman of the
Board 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
Chairman  of the Board 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 Chairman of the Board of
Directors  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  Employee
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.

    


    
      
        
        

      

      
        Page 8 of 10

        
          

        

      

      
        
        

      

    

     

    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:

               

              Alfredo
      Villa

              _____________

              _____________

               

            	 
      
	 
      	 
      


    

    


    
      	
              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:____________________

    
 

     

     

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