Exhibit 10.1


    EMPLOYMENT
      AGREEMENT
      

    


    This
      Employment
      Agreement
      (“Agreement”) is entered into January 16, 2008 (the Effective Time), by and
      between Secured Diversified Investment, Ltd., a Nevada
      corporation (the “Company”), and Munjit Johal (“Employee”). 

    


    In
      consideration of the mutual covenants and conditions set forth herein, and
      other
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereby agree as follows:

    


    1. Employment.
      The
      Company hereby employs Employee in the capacity of President and Chief Executive
      Officer, reporting to the Board of Directors of the Company. Employee accepts
      such employment and agrees to diligently and conscientiously perform such
      services as are customary to such offices and as shall from time to time be
      assigned to him by the Board of Directors the Company or any duly formed
      committee thereof. 

    


    2. Term.
      The
      employment hereunder shall be for a one year period commencing at the Effective
      Time, unless earlier terminated as provided in Section 4 (the “Initial Term”).
      This Agreement shall be automatically renewed for successive one-year periods
      upon the expiration of the Initial Term unless earlier terminated as provided
      in
      Section 4. The parties expressly agree that designation of a term and renewal
      provisions in this Agreement does not in any way limit the right of the parties
      to terminate this Agreement at any time as hereinafter provided. Reference
      herein to the term of this Agreement shall refer both to the Initial Term and
      any successive term as the context requires.

    


    3. Compensation
      and Benefits

    


    3.1 Salary.
      For the
      performance of Employee’s duties hereunder, and commencing at the Effective
      Time, the Company shall pay Employee a salary (the “Base Compensation”) at the
      annualized rate of $36,000, payable in accordance with the normal payroll
      practices of the Company. Prior to the end of the Initial Term and any renewal
      term, Employee’s Base Compensation shall be reviewed, taking into account the
      performance of Employee, the financial condition of the Company, and such other
      information as the Company shall determine is appropriate. Based upon such
      review, the Company may increase (but not decrease) Employee’s Base
      Compensation, effective upon the commencement of the immediately following
      renewal term. 

    


    3.2 Bonuses. The
      Employee will be eligible during the term of this Agreement for such additional
      bonus payments, in the form of common stock of the Company, as may be awarded
      to
      the Employee from time to time by the Company. 

    


    3.3 Payment
      and Withholding.
      All
      payments required to be made by the Company to the Employee shall be made in
      accordance with the Company’s normal payroll practices and shall be subject to
      the withholding of such amounts, if any, relating to tax and other payroll
      deductions as the Company may reasonably determine should be withheld pursuant
      to any applicable law or regulation.

     

    3.4 Personnel
      Policies and Benefits.
      Unless
      otherwise specified herein, the Employee’s employment is subject to the
      Company’s personnel policies and procedures as they may be interpreted, adopted,
      revised or deleted from time to time in the Company’s sole discretion. The
      Employee will be eligible to participate on the same basis as similarly situated
      employees in the Company’s benefit plans in effect from time to time during his
      employment. All matters of eligibility for coverage or benefits under any
      benefit plan shall be determined in accordance with the provisions of the plan.
      The Company reserves the right to change, alter, or terminate any benefit plan
      in its sole discretion. 

    


    3.5 Reimbursement
      of Expenses.
      Employee shall be eligible to be reimbursed for all reasonable business expenses
      incurred by Employee in connection with and reasonably related to the
      furtherance of the Company’s business. Employee shall submit expense reports and
      receipts documenting the expenses incurred.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4. Termination

    


    4.1 Termination
      Events.
      The
      employment of the Employee and the Term of this Agreement will terminate upon
      the occurrence of any of the following events (“the Termination
      Event”):

    


    (a) The
      Employee’s Death;

     

    (b) The
      Employee’s “Disability”, defined, subject to applicable state and federal law,
      as termination by the Company because the Employee is unable to perform the
      essential functions of Employee’s position (with reasonable accommodation as
      such term is defined in the Americans with Disabilities Act). 

    


    (c) Employee
      is discharged by the Company for “Cause.”.As used in this Agreement, the term
“Cause” shall mean a determination by the Company that: 

      

    (i) Employee
      has engaged in theft, dishonesty, or falsification or in conduct constituting
      a felony
      or
      a misdemeanor involving dishonesty or moral turpitude; or

    


    (ii) Employee
      has failed substantially to perform his duties with the Company (other than
      any
      such failure resulting from the Employee’s absence due to approved or legally
      protected leave) after written demand of no less than ten (10) days for
      substantial performance is requested by the Company, which demand specifically
      identifies the manner in which it is claimed Employee has not substantially
      performed his duties, or 

    


    (iii) Employee
      is engaged, or has engaged, in conduct which has, or would reasonably be
      expected to have, a material adverse effect on the Company; or 

    


    (iv)
       Employee
      has materially breached this Agreement, any other agreement between the Employee
      and the Company, or Employee’s duty of loyalty to the Company.

    


    In
      the
      event a failure or breach under (ii) or (iv) above is based on completed actions
      that cannot be undone, and therefore not, in the opinion of the Company, capable
      of cure, Employee may be terminated immediately provided it pays the Employee
      for the cure period. No termination shall be effected for Cause unless Employee
      has been provided with a written notice that states with reasonable specificity
      the acts or omissions which form the basis of the Company’s decision.


     

    (d) Employee
      is terminated by the Company “without Cause”, which the Company may do upon its
      election, regardless of whether it also has the option to terminate for Cause,
      upon written notice, which notice shall specify the date of such
      termination.

    


    (e) Employee
      terminates his employment due to “Good Reason”, which shall mean that any of the
      following has occurred (i) a material default by the Company in the performance
      of any of its obligations hereunder, which default remains uncured by the
      Company for a period of thirty (30) days following receipt of written notice
      thereof to the Company from Employee; (ii) without the Employee’s consent, a
      requirement imposed by the Company that the employee relocate his office to
      a
      location more than fifty (50) miles from his current office location; (iii)
      without the Employee’s consent, a reduction in salary imposed by the Company; or
      (iv) without the Employee’s consent, a material diminution in the Employee’s
      title or duties; provided however, that any actions taken by the Company to
      accommodate a disability of the Employee or pursuant to the Family and Medical
      Leave Act shall not be a Good Reason for purposes of this Agreement. The
      Employee may elect to terminate for Good Reason within thirty (30) days of
      the
      Employee’s becoming aware of the existence of Good Reason, so long as the
      Company has not previously notified the Employee of its decision to terminate
      his employment.

     

    (f) Employee
      terminates his employment without Good Reason, which Employee may do at any
      time
      with at least 30 days advance notice.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g) If
      at any
      time during the course of this Agreement the parties by mutual consent decide
      to
      terminate this Agreement, they shall do so by separate agreement setting forth
      the terms and condition of such termination.

     

    4.2 Effects
      of Termination

    


    (a) Upon
      termination of Employee’s employment hereunder for any reason the Company will
      pay Employee all amounts owed to Employee through the date of Termination and
      any amounts earned by Employee as of the date of Termination but due to be
      paid
      Employee at a future date shall be paid when otherwise due, in accordance with
      applicable law. Notwithstanding any provision herein to the contrary, if the
      Employee is terminated for Cause he shall only be entitled to receive salary
      accrued up to and including the date of termination. Upon termination, the
      entitlement of the Employee or his Estate to benefits, or to continuation or
      conversion rights, under any Company sponsored benefit plan shall be determined
      in accordance with applicable law and the provisions of such plan. 

     

    (b)
       Upon
      termination of Employee’s employment under Sections 4.1 (d) or (e), if the
      Employee executes, and does not revoke, a Separation Agreement and Release
      in a
      form acceptable to the Company, the Company shall pay Employee, on the Company’s
      regular payroll dates, commencing on the first such date that occurs at least
      eight days following the Employee’s execution of the Separation Agreement and
      Release, amounts equal to the then applicable Base Compensation, excluding
      bonus, for a period of three (3) months. 

    


    (c) Following
      a Termination Event, Employee shall fully cooperate with the Company in all
      matters relating to the winding up of Employee’s pending work including, but not
      limited to, any litigation in which the Company is involved, and the orderly
      transfer of any such pending work to such other Employees as may be designated
      by the Company.

     

    5. General
      Provisions

    


    5.1 Assignment.
      Neither
      party may assign or delegate any of his or its rights or obligations under
      this
      Agreement without the prior written consent of the other party. Provided
      however, the provisions of this Agreement shall inure to the benefit of, and
      be
      binding upon, the Company and its successors and permitted assigns and Employee
      and Employee’s legal representatives, heirs, legatees, distributees, assigns and
      transferees by operation of law, whether or not any such person shall have
      become a party to this Agreement and have agreed in writing to join and be
      bound
      by the terms and conditions hereof.

    


    5.2 Entire
      Agreement.
      This
      Agreement contains the entire agreement between the parties with respect to
      the
      subject matter hereof and supersedes any and all prior agreements between the
      parties, except for the terms of a prior employment agreement that the Company
      entered into with Mr. Johal and has since expired. 

    


    5.3 Modifications.
      This
      Agreement may be changed or modified only by an agreement in writing signed
      by
      both parties hereto.

    


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

     

    5.5 Governing
      Law.
      This
      Agreement shall be governed by, construed and enforced in accordance with,
      the
      laws of the State of Nevada, and venue and jurisdiction for any disputes
      hereunder shall be heard in any court of competent jurisdiction in Nevada for
      all purposes.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5.6 Severability.
      If any
      provision of this Agreement is held by a court of competent jurisdiction to
      be
      invalid, void or unenforceable, the remaining provisions shall nevertheless
      continue in full force and effect.

    


    5.7 No
      Waiver.
      The
      failure of either party to enforce any provision of this Agreement shall not
      be
      construed as a waiver of that provision, nor prevent that party thereafter
      from
      enforcing that provision of any other provision of this Agreement.

    


    5.8 Legal
      Fees and Expenses.
      In the
      event of any disputes under this Agreement, each party shall be responsible
      for
      their own legal fees and expenses which it may incur in resolving such dispute,
      unless otherwise prohibited by applicable law or a court of competent
      jurisdiction. 

    


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

    


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

    


    


    
      	
              Secured
                Diversified Investment Ltd.

            	
              Employee:

            
	
               

               

              By:
                  /s/ Jan Wallace

              Name:
                Jan Wallace

              Title:
                President and CEO

            	
               

               

              /s/
                Munjit Johal

              Munjit
                Johal