Unassociated Document


    EMPLOYMENT
      AGREEMENT

    


    Employment
      Agreement executed on August 19, 2008 effective July 1, 2008 by and between
      Emvelco Corp. (the "Company"), a Delaware corporation with an address at 10990
      Wilshire Blvd., Suite 1220, Los Angeles, California and Mike M. Mustafoglu,
      with
      a mailing address at 2934 Beverly Glen Circle, #276, Bel Air, CA 90077 (the
      “Employee”).

    


    W
      I T N E
      S S E T H:

    


    A. The
      Company desires to engage the services of the Employee for purposes of assisting
      the Company in managing its oil and gas activities.

    


    B. Employee
      is desirous of performing such services on behalf of the Company and desires
      to
      be engaged and retained by the Company upon the terms and conditions provided
      for herein.

    


    NOW,
      THEREFORE, in consideration of the recitals, promises and conditions in this
      Agreement, the Employee and the Company agree as follows:

    


    1. Employment.
      The
      Company hereby retains the Employee on a non- exclusive but priority basis
      and
      the Employee accepts such retention for managing the Company’s oil and gas
      exploration, drilling and production activities. Employee shall retain the
      title
      of the Chairman of the Board.

    


    2. Term.
      The
      term of this Consulting Agreement shall be for a five (5) year period commencing
      on the date hereof.


    


    
      
         

      

      
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    3. COMPENSATION;
      OTHER BENEFITS

    


    
      	 	
              (A)

            	
              Employment
                Fee.
                As compensation for his services hereunder this Agreement, the Company
                shall pay Employee, during the Employment Period, an initial annual
                base
                salary equal to $240,000 payable in equal monthly installments.
                

            


    

    


    
      	 	
              (B)

            	
              Signing
                Bonus.
                Employee shall be granted signing Bonus in form of cashless warrants
                to
                purchase shares of common stock of the Company. The Company will
                issue to
                the Employee 10,000,000 cashless warrants to purchase 10,000,000
                shares of
                the Company’s common stock (the “Bonus Shares”) at an exercise price of
                fifty cents ($0.50) or fifty percent (50%) of the 20 day average
                prior to
                exercise notice, whichever is less. The cashless warrants may be
                assigned
                by the Employee. The Bonus Shares shall be deposited in escrow with
                Robin
                Ann Gorelick, the Company Secretary, to be released to Employee,
                or his
                designee, at the rate of 2,000,000 shares of common stock, or 20%
                of the
                Bonus Shares, upon each anniversary of the execution of this Agreement.
                Regardless of the fact that the Bonus Shares have been deposited
                in
                escrow, Employee will be considered the beneficiary owner of the
                Bonus
                Shares from the date of issuance. However, in the event that the
                Employee
                is terminated pursuant to Section 10 of this Agreement, then Employee
                shall provide the required paperwork in order to have the Bonus Shares
                that are still held in escrow returned to the Company and
                cancelled.

            


    

    


    
      
        
          	 	
                  (C)

                	
                  Performance
                    Bonus.
                    Employee shall also be eligible to participate in a lump sum
                    performance
                    bonus pool (the “Pool”) to be established by the Company for key
                    executives, which such Pool shall be computed as ten percent
                    (10%) of the
                    Company’s net income before taxes (“EBIT”). Employee shall allocate the
                    Pool, at his sole discretion, among the key executives and himself.
                    

                


        

      

       

    

    
      	 	
              (D)

            	
              Notwithstanding
                the Employment Fee specified in Section 3(a), Employee’s Fee shall be
                reviewed annually by the Board of Directors. Upon such review, the
                Board
                of Directors may adjust Employee’s fee upwards to such rate as shall be
                considered appropriate by the Board of Directors, taking into account
                economic conditions, competitive conditions within the industry and
                Employee’s performance. Such adjusted fee thereafter shall be the
                Employment Fee for purpose of this
                Agreement.

            


    

    


    
      
         

      

      
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              (E)

            	
              Company
                should indemnify Employee to the fullest extent permitted by the
                Bylaws of
                the Company and the laws of the State in which the Company is incorporated
                for any and all claims made or threatened against Employee by any
                party
                resulting from or alleged to arise out of Employee’s services under this
                Agreement. 

            


    

    


    4. EXPENSES

    


    Employee
      shall be entitled to reimbursement for reasonable travel, lodging, entertainment
      and other out-of-pocket expenses necessarily incurred in the performance of
      his
      duties hereunder, upon submission and approval of written statements, and bills
      in accordance with the then regular procedures of the Company governing
      executives. 

    


    5. REPRESENTATIONS
      AND WARRANTIES OF EMPLOYEE

    


    Employee
      represents and warrants to the Company that Employee is under no contractual
      or
      other restriction or obligation which is inconsistent with the execution of
      this
      Agreement, the performance of his duties hereunder, or the other rights of
      the
      Company hereunder. 

    


    6. OTHER
      EMPLOYEE ACTIVITIES

    


    Employee
      is allowed to continue his activities as the Chairman and CIO of TransGlobal
      Financial Services LLC and the Managing Member of TransGlobal Financial LLC
      that
      serves as the General Partner of Transglobal Turkish Realty Fund I L.P., and
      such activities shall not constitute a conflict of interest under this
      Agreement.

    


    
      
         

      

      
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    7. PATENTS,
      COPYRIGHTS, TRADEMARKS ETC.

    


    Any
      patents, patent applications, inventions, technological innovations, copyrights,
      copyrightable works, developments, discoveries, designs, and processes which
      Employee during the period he is employed by the Company under this Agreement
      conceives of, or relating to the fields in which the Company may then be engaged
      or contemplates (as demonstrated by the records of the Company), being engaged
      in (“Inventions”) shall be the exclusive property of the Company except for
      Publications whose copyright shall remain with Employee and to which the Company
      shall have the exclusive right of use subject to the payment of compensation
      to
      Employee stated in paragraph 3.D.5 of this Agreement. As soon as Employee owns,
      conceives of, or develops any Such Invention, he agrees immediately to
      communicate such fact in writing to the general counsel or the Secretary of
      the
      Company, and without further compensation, but at the Company’s expense (except
      as noted in clause (A) of this Section 7), forthwith upon request of the
      Company, Employee shall execute all such assignments and other documents
      (including applications for patents, copyrights, trademarks, and assignments
      thereof) and take all such other action as the Company may reasonably request
      in
      order:

    


    
      	 	
              (A)

            	
              to
                vest in the Company all Employee’s right, title, and interest in and Such
                Inventions, and

            


    

    
      	 	
              (B)

            	
              if
                patentable or copyrightable, to obtain patents or copyrights including
                extensions and renewals) therefor in any and all countries in such
                name as
                the Company shall determine.

            


    

     

    
      
         

      

      
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    8. CONFIDENTIAL
      INFORMATION

    


    All
      confidential information which Employee may now possess, may obtain during
      the
      Employment Period, or may create prior to the end of the Employment Period
      relating to the business of the Company or of any customer or supplier of the
      Company, shall not be published, disclosed, or made accessible or by him to
      any
      other person, firm, or corporation either during or after the termination of
      his
      employment or used by him, except during the Employment Period in the business
      and for the benefit of the Company, in each case without the prior written
      consent of the Company. Employee shall return all of such confidential
      information to the Company prior to or at the termination of his employment.
      As
      used in this Section 8, “confidential information” shall mean any information
      except that information which is generally known by the Company’s principal
      competitors available to the public, or obtained by Employee from a third party
      without  an
      agreement as
      to
      confidentiality or use.

    


    9. LIFE
      INSURANCE

    


    If
      requested by the Company, Employee shall submit to such physical examination
      and
      otherwise take such actions and execute and deliver such documents as may be
      reasonably necessary to enable the Company, at its expense and for its own
      benefit, to obtain life insurance on the life of Employee. Employee has no
      reason to believe that his life is not insurable with a reputable insurance
      company at rates now prevailing in the city of New York for healthy men of
      his
      age. Insurance to apply only as long as Employee is employed by the
      Company.

    


    10. TERMINATION

    


    (A) Notwithstanding
      anything herein contained, if on or after the date hereof and prior to the
      end
      of the Term of this Agreement, either:

    


    (1) (a) Employee
      shall be physically or mentally incapacitated or disabled or otherwise unable
      fully to discharge his duties hereunder for a continuous period of six months,
      as determined by the Board of Directors,

     

    
      
         

      

      
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    (b) Employee
      shall be convicted of a crime of moral turpitude or a felony,

    (c) Employee
      shall materially breach any fiduciary duty to the Company, or

    (d) Employee
      shall breach any material term of this Agreement and fail to correct such breach
      within 30 days after notice by the Company to Employee of his commission of
      the
      same, then, and in each case under this paragraph A(1), the Company shall have
      the right to give notice of termination of Employee’s services hereunder as of a
      date (not earlier than 10 days from such notice) to be specified in such notice
      and this Agreement and all compensation and benefits shall terminate on the
      date
      so specified, or

    


    (2) Employee
      shall die, then this Agreement shall terminate on the date of Employee’s death,
      whereupon Employee or his estate, as the case may be, shall be entitled to
      receive his compensation and benefits pro rated to the date of death at the
      rate
      then provided pursuant to Section 3 to the date on which termination shall
      take
      effect.

    


    (B)
      Severance Pay. In
      the
      event that Employee’s employment is terminated without cause, the Company will
      pay Employee all amounts and forms of compensation due to Employee pursuant
      to
      paragraph 3. In case of termination, the Employee agrees to honor and comply
      with the provisions of paragraphs 7 and 8 of this Agreement.

    


    
      
         

      

      
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    11. MERGER,
      ETC.

    


    In
      the
      event of a future disposition of (or including) the properties and business
      of
      the Company, substantially as an entirety, by merger, consolidation, sale of
      assets or otherwise, then the Company may assign this Agreement and all of
      its
      rights and obligations hereunder to the acquiring or surviving entity; provided
      that such entity shall assume in writing all of the obligations of the Company
      hereunder; and provided, further, that the Company (in the event and so long
      as
      it remains in existence) shall remain liable for the performance of its
      obligations hereunder in the event of a breach by the acquiring entity of this
      Agreement.

    


    12. SURVIVAL

    


    The
      covenants, agreements, representations, and warranties contained in or made
      pursuant to this Agreement shall survive termination of Employee’s employment
      under this Agreement.

    


    13. ENTIRE
      AGREEMENT, MODIFICATIONS

    


    This
      Agreement sets forth the entire understanding of the parties with respect to
      the
      subject matter hereof, supersedes all prior agreements, oral or written, between
      them concerning such subject matter, and may be modified, changed or waived
      only
      by a written instrument duly executed by each party.

    


    14. NOTICES

    


    Any
      notice or other communication required or permitted to be given here under
      shall
      be in writing and shall be mailed by certified mail, return receipt requested,
      or delivered against receipt to the party to whom it is to be given at the
      address of such party set forth in the preamble to this Agreement (or to such
      other address as the party shall have furnished in writing in accordance with
      provisions of this Section 14). Any notice or other communication given by
      certified mail shall be deemed given three days after the time of certification
      thereof, except for a notice changing a party’s address which shall be deemed
      given at the time of receipt thereof. Notice to the estate of Employee shall
      be
      sufficient if addressed to Employee at his last residence.

    


    
      
         

      

      
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    15. WAIVER

    


    Any
      waiver by either party of a breach of any provision of this Agreement shall
      not
      operate as or be construed to be waiver of any other breach of such provision
      or
      of any breach of any other provision of this Agreement. The failure of a party
      to insist upon strict adherence to any term of this Agreement on one or more
      occasions shall not be considered a waiver or deprive that party of the right
      thereafter to insist upon strict adherence to that term or any other term of
      this Agreement. Any waiver must be in writing, signed by the party giving such
      waiver.

    


    16. BINDING
      EFFECT

    


    Employee’s
      rights and obligations under this Agreement shall not be transferable by
      assignment or otherwise, such rights shall not be subject to commutation,
      encumbrance, or the claims of Employee’s creditors, and any attempt to do any of
      the foregoing shall be void. The provisions of this Agreement shall be binding
      upon and inure to the benefit of Employee and his heirs and personal
      representatives, and shall be binding upon and inure to the benefit of the
      Company and its successors and those who are its assigns under Section
      11.

    


    17. NO
      THIRD PARTY BENEFICIARIES

    


    This
      Agreement does not create, and shall not be construed as creating, any rights
      enforceable by any Person not a party to this Agreement (except as provided
      in
      Section 16).

    


    
      
         

      

      
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    18. HEADINGS

    


    The
      headings in this Agreement are solely for convenience of reference and shall
      be
      given no effect in the construction or interpretation of this
      Agreement.

    


    19. REMEDY

    


    In
      the
      event that any term or provision of this Agreement shall be deemed by a court
      of
      competent jurisdiction, arbitrator or mediator, as the case may be, to be overly
      broad in scope, duration or area of applicability, the court, arbitrator or
      mediator, as the case may be, considering the same shall have the power and
      hereby is authorized and directed to modify such term or provision to limit
      such
      scope, duration or area, or all of them, so that such term or provision is
      no
      longer overly broad and to enforce the same as so limited. Subject to the
      foregoing sentences, in the event that any provision of this Agreement is
      declared invalid, the remaining provisions will remain in force.

    


    20. COUNTERPARTS;
      GOVERNING LAW

    


    This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. This Agreement shall be governed by the laws of California, without
      giving effect to the principles of conflict of laws.


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
      first above written.


    

      
        	 	 	 
	 	
                EMVELCO
                  CORP.:

              
	 	 	 
	 	
                By:
                  /s/
                  Yossi Attia

              
	 	 	
                Yossi
                  Attia

              
	 	 	
                Chief
                  Executive Officer 

              
	 	 	 
	 	 	 
	 	
                MIKE
                  M. MUSTAFOGLU

              
	 	 	 
	 	
                By:
                  /s/
                  Mike M. Mustafoglu

              
	 	 	
                Mike
                  M. Mustafoglu

              


      

    

     

    
      
         

      

      
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