ex101.htm


    Exhibit 10.1

    
 

    EMPLOYMENT
      AGREEMENT

    


    This
      employment agreement (this
      "Agreement"), dated as of January 1, 2008 (the "Effective Date"), is made by
      and
      between Fortress Financial Group, Inc., a Wyoming corporation (the "Company"),
      and Alan Santini (the "Executive") (each, a "Party" and together, the
      "Parties").

    


    WHEREAS,
      the Executive is to be
      employed as Chief Executive Officer of the Company; and

    


    WHEREAS,
      the Parties wish to establish the terms of the Executive's employment by the
      Company;

    


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

    


    1.  POSITION/DUTIES.

    


    (a)  During
      the Employment Term (as defined in Section 2 below), the Executive shall serve
      as a Chief Executive Officer of the Company. In this capacity the Executive
      shall have such duties, authorities and responsibilities commensurate with
      the
      duties, authorities and responsibilities of persons in similar capacities in
      similarly sized companies and such other reasonable duties and responsibilities
      as the Board of Directors of the Company (the "Board") shall
      designate.  The Executive shall report directly to the Chief Executive
      Officer.  The Executive shall obey the lawful directions of the Board,
      the Company's Chief Executive Officer and any other senior executive of the
      Company to whom the Executive reports and shall use his diligent efforts to
      promote the interests of the Company and to maintain and promote the reputation
      thereof.

    


    (b)  During
      the Employment Term, the Executive shall use his best efforts to perform his
      duties under this Agreement and shall devote all of his business time, energy
      and skill in the performance of his duties with the Company.  The
      Executive shall not during the Employment Term (except as a representative
      of
      the Company or with consent in writing of the Board) be directly or indirectly
      engaged or concerned in any other business activity.  Notwithstanding
      the foregoing provisions, the Executive is not prohibited from (1) participating
      in charitable, civic, educational, professional or community affairs or serving
      on the board of directors or advisory committees of non-profit entities, and
      (2)
      managing his and his family's personal investments, in each case,
providedthat such activities in the aggregate do not materially
      interfere with his duties hereunder.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    2.  EMPLOYMENT
      TERM.  Except for earlier termination as provided in Section
      6, the Executive's employment under this Agreement shall be for a five-year
      term commencing on the Effective Date and ending on January 1, 2013 (the
      "Employment Term").

    


    3.  BASE
      SALARY.  The Company agrees to pay to the Executive a base
      salary at an annual rate of not less than $120,000, payable in accordance with
      the regular payroll practices of the Company. The Executive's Base Salary shall
      be subject to annual review by the Board (or a committee
      thereof).  The base salary as determined herein from time to time
      shall constitute "Base Salary" for purposes of this Agreement.

    


    4.  BONUS.  With
      respect to each full fiscal year during the Employment Term, the Executive
      shall
      be eligible to earn an annual bonus (the "Annual Bonus") in such amount, if
      any,
      as determined in the sole discretion of the Board of up to 100% of the
      Executive's Base Salary. In addition, the Executive shall be eligible to
      participate in the Company's bonus and other incentive compensation plans and
      programs (if any) for the Company's senior executives at a level commensurate
      with his position and may be entitled to bonus payments in addition to the
      amount set forth hereinabove.

    


    5.  EMPLOYEE
      BENEFITS.

    


    (a)  Benefit
      Plans.  The Executive shall be eligible to participate in any
      employee benefit plan of the Company, including, but not limited to, equity,
      pension, thrift, profit sharing, medical coverage, education, or other
      retirement or welfare benefits that the Company has adopted or may adopt,
      maintain or contribute to for the benefit of its senior executives, at a level
      commensurate with his positions, subject to satisfying the applicable
      eligibility requirements. The Company may at any time or from time to time
      amend, modify, suspend or terminate any employee benefit plan, program or
      arrangement for any reason in its sole discretion.

    


    (b)  Vacation.  The
      Executive shall be entitled to an annual paid vacation in accordance with the
      Company's policy applicable to senior executives from time to time in effect,
      but in no event less than two weeks per calendar year (as prorated for partial
      years), which vacation may be taken at such times as the Executive elects with
      due regard to the needs of the Company.  The carry-over of vacation
      days shall be in accordance with the Company's policy applicable to senior
      executives from time to time in effect.

    


    (c)  Business
      and Entertainment Expenses.  Upon presentation of appropriate
      documentation, the Executive shall be reimbursed for all reasonable and
      necessary business and entertainment expenses incurred in connection with the
      performance of his duties hereunder, all in accordance with the Company's
      expense reimbursement policy applicable to senior executives from time to time
      in effect.

    


    (d)       Signing
      Bonus.   Upon execution of this Agreement, the Executive
      shall be awarded a one time bonus, valued at $500,000 to be settled through
      the
      issuance of 1,500,000,000 restricted common shares of Fortress Financial Group,
      Inc.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    6.  TERMINATION.  The
      Executive's employment and the Employment Term shall terminate on the first
      of
      the following to occur:

    


    (a)  Disability.  On
      the thirtieth (30th) day following
      written notice by the Company to the Executive of termination due to Disability.
      For purposes of this Agreement, "Disability" shall mean a
      determination  by the Company in accordance with applicable law that
      due to a physical or mental injury, infirmity or incapacity, the Executive
      is
      unable to perform the essential functions of his job with or without
      accommodation for 180 days (whether or not consecutive) during any 12-month
      period.

    


    (b)  Death.  Automatically
      on the date of death of the Executive.

    


    (c)  Cause.  Immediately
      upon written notice by the Company to the Executive of a termination for Cause.
      "Cause" shall mean, as determined by the Board (or its designee) (1) conduct
      by
      the Executive in connection with his employment duties or responsibilities
      that
      is fraudulent, unlawful or grossly negligent; (2) the willful misconduct of
      the
      Executive; (3) the willful and continued failure of the Executive to perform
      the
      Executive's duties with the Company (other than any such failure resulting
      from
      incapacity due to physical or mental illness); (4) the commission by the
      Executive of any felony (or the equivalent under the law of the People's
      Republic of China) (other than traffic-related offenses) or any crime involving
      moral turpitude; (5) violation of any material policy of the Company or any
      material provision of the Company's code of conduct, employee handbook or
      similar documents; or (6) any material breach by the Executive of any provision
      of this Agreement or any other written agreement entered into by the Executive
      with the Company.

    


    (d)  Without
      Cause.  On the thirtieth (30th) day following written notice
      by the Company to the Executive of an involuntary termination without Cause,
      other than for death or Disability.

    


    (e)  Good
      Reason.  On the sixtieth (60th)
      day following
      written notice by the Executive to the Company of a termination for Good Reason.
      "Good Reason" shall mean, without the express written consent of the Executive,
      the occurrence of any the following events unless such events are cured (if
      curable) by the Company within fifteen days following receipt of written
      notification by the Executive to the Company that he intends to terminate his
      employment hereunder for one of the reasons set forth below: any material
      reduction or diminution (except temporarily during any period of incapacity
      due
      to physical or mental illness) in the Executive's title, authorities, duties
      or
      responsibilities or reporting requirements with the Company.

    


    7.  CONSEQUENCES
      OF TERMINATION.

    


    (a)  Disability.  Upon
      termination of the Employment Term because of the Executive's Disability, the
      Company shall pay or provide to the Executive (1) any unpaid Base Salary and
      any
      accrued vacation through the date of termination; (2) any unpaid Annual Bonus
      accrued with respect to the fiscal year ending on or preceding the date of
      termination; (3) reimbursement for any unreimbursed expenses properly incurred
      through the date of termination; and (4) all other payments or benefits to
      which
      the Executive may be entitled under the terms of any applicable employee benefit
      plan, program or arrangement (collectively, "Accrued Benefits").

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (b)  Death.  Upon
      the termination of the Employment Term because of the Executive's death, the
      Executive's estate shall be entitled to any Accrued Benefits.

    


    (c)  Termination
      for Cause. Upon the termination of the Employment Term by the Company
      for Cause or by either party in connection with a failure to renew this
      Agreement, the Company shall pay to the Executive any Accrued
      Benefits.

    


    (d)  Termination
      without Cause or for Good Reason.  Upon the termination of
      the Employment Term by the Company without Cause or by the Executive with Good
      Reason, the Company shall pay or provide to the Executive (1) the Accrued
      Benefits, and (2) subject to the Executive's execution (and non-revocation)
      of a
      general release of claims against the Company and its affiliates in a form
      reasonably requested by the Company, (A) continued payment of his Base Salary
      for two (2) months after termination, payable in accordance with the regular
      payroll practices of the Company, but off the payroll; and (B) payment of the
      Executive's cost of continued medical coverage for two (2) months after
      termination (subject to the Executive's co-payment of the costs in the same
      proportion as such costs were shared immediately prior to the date of
      termination).1  Payments provided under
      this Section 7(d) shall be in lieu of any termination or severance payments
      or
      benefits for which the Executive may be eligible under any of the plans,
      policies or programs of the Company.

    


    8.  NO
      ASSIGNMENT.  This Agreement is personal to each of the
      Parties.  Except as provided below, no Party may assign or delegate
      any rights or obligations hereunder without first obtaining the written consent
      of the other Party hereto; provided, however, that the Company may
      assign this Agreement to any successor (whether direct or indirect, by purchase,
      merger, consolidation or otherwise) to all or substantially all of the business
      or assets of the Company.

    


    9.  NOTICES.
      For the purpose of this Agreement, notices and all other communications provided
      for in this Agreement shall be in writing and shall be deemed to have been
      duly
      given (1) on the date of delivery if delivered by hand, (2) on the date of
      transmission, if delivered by confirmed facsimile, (3) on the first business
      day
      following the date of deposit if delivered by guaranteed overnight delivery
      service, or (4) on the fourth business day following the date delivered or
      mailed by United States registered or certified mail, return receipt requested,
      postage prepaid, addressed as follows:

    


    If
      to the Executive:

    


    P.O.
      Box CR-56766

    Suite
      789

    Nassau,
      Bahamas

    


    If
      to the Company:

    


    


    With
      a copy to:

    


    Anslow
&
Jaclin,
      LLP

    195
      Route 9 South, Suite
      204

    Manalapan,
      New Jersey,
      07726

    Attention:
      Gregg Jaclin,
      Esq.

    Facsimile:
      (732) 577-1188

    


    or
      to
      such other address as either Party may have furnished to the other in writing
      in
      accordance herewith, except that notices of change of address shall be effective
      only upon receipt.

     

    10.  PROTECTION
      OF THE COMPANY'S BUSINESS.

    


    (a)  Confidentiality.  The
      Executive acknowledges that during the course of his employment by the Company
      (prior to and during the Employment Term) he has and will occupy a position
      of
      trust and confidence. The Executive shall hold in a fiduciary capacity for
      the
      benefit of the Company and shall not disclose to others or use, whether directly
      or indirectly, any Confidential Information regarding the Company, except (i)
      as
      in good faith deemed necessary by the Executive to perform his duties hereunder,
      (ii) to enforce any rights or defend any claims hereunder or under any other
      agreement to which the Executive is a party, providedthat such
      disclosure is relevant to the enforcement of such rights or defense of such
      claims and is only disclosed in the formal proceedings related thereto, (iii)
      when required to do so by a court of law, by any governmental agency having
      supervisory authority over the business of the Company or by any administrative
      or legislative body (including a committee thereof) with jurisdiction to order
      him to divulge, disclose or make accessible such information,
providedthat the Executive shall give prompt written notice to the
      Company of such requirement, disclose no more information than is so required,
      and cooperate with any attempts by the Company to obtain a protective order
      or
      similar treatment, (iv) as to such Confidential Information that shall have
      become public or known in the Company's industry other than by the Executive's
      unauthorized disclosure, or (v) to the Executive's spouse, attorney and/or
      his
      personal tax and financial advisors as reasonably necessary or appropriate
      to
      advance the Executive's tax, financial and other personal planning (each an
      "Exempt Person"), provided, however, that any disclosure or
      use of Confidential Information by an Exempt Person shall be deemed to be a
      breach of this Section 10(a) by the Executive.  The Executive shall
      take all reasonable steps to safeguard the Confidential Information and to
      protect it against disclosure, misuse, espionage, loss and theft.  The
      Executive understands and agrees that the Executive shall acquire no rights
      to
      any such Confidential Information. "Confidential Information" shall mean
      information about the Company, its subsidiaries and affiliates, and their
      respective clients and customers that is not disclosed by the Company and that
      was learned by the Executive in the course of his employment by the Company,
      including, but not limited to, any proprietary knowledge, trade secrets, data
      and databases, formulae, sales, financial, marketing, training and technical
      information, client, customer, supplier and vendor lists, competitive
      strategies, computer programs and all papers, resumes, and records (including
      computer records) of the documents containing such Confidential
      Information.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    (b)  Non-Competition.  During
      the Employment Term and for the one-year period following the termination of
      the
      Executive's employment for any reason (the "Restricted Period"), the Executive
      shall not, directly or indirectly, without the prior written consent of the
      Company, provide employment (including self-employment), directorship,
      consultative or other services to any business, individual, partner, firm,
      corporation, or other entity that competes with any business conducted by the
      Company or any of its subsidiaries or affiliates on the date of the Executive's
      termination of employment or within one year of the Executive's termination
      of
      employment in the geographic locations where the Company and its subsidiaries
      or
      affiliates engage or propose to engage in such business (the "Business").
      Nothing herein shall prevent the Executive from having a passive ownership
      interest of not more than 2% of the outstanding securities of any entity engaged
      in the Business whose securities are traded on a national securities
      exchange.

    


    (c)  Non-Solicitation
      of Employees.  The Executive recognizes that he possesses and
      will possess confidential information about other employees of the Company
      and
      its subsidiaries and affiliates relating to their education, experience, skills,
      abilities, compensation and benefits, and inter-personal relationships with
      customers of the Company and its subsidiaries and affiliates. The Executive
      recognizes that the information he possesses and will possess about these other
      employees is not generally known, is of substantial value to the Company and
      its
      subsidiaries and affiliates in developing their business and in securing and
      retaining customers, and has been and will be acquired by him because of his
      business position with the Company. The Executive agrees that, during the
      Restricted Period, he will not, directly or indirectly, (i) solicit or
      recruit any employee of the Company or any of its subsidiaries or affiliates
      (a
      "Current Employee") or any person who was an employee of the Company or any
      of
      its subsidiaries or affiliates during the twelve (12) month period immediately
      prior to the date the Executive's employment terminates (a "Former Employee")
      for the purpose of being employed by him or any other entity, or (ii) hire
      any
      Current Employee or Former Employee.

    


    (d)  Non-Solicitation
      of Customers.  The Executive agrees that, during the
      Restricted Period, he will not, directly or indirectly, solicit or attempt
      to
      solicit (i) any party who is a customer or client of the Company or its
      subsidiaries, who was a customer or client of the Company or its subsidiaries
      at
      any time during the twelve (12) month period immediately prior to the date
      the
      Executive's employment terminates or who is a prospective customer or client
      that has been identified and targeted by the Company or its subsidiaries for
      the
      purpose of marketing, selling or providing to any such party any services or
      products offered by or available from the Company or its subsidiaries, or (ii)
      any supplier or vendor to the Company or any subsidiary to terminate, reduce
      or
      alter negatively its relationship with the Company or any subsidiary or in
      any
      manner interfere with any agreement or contract between the Company or any
      subsidiary and such supplier or vendor.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    (e)  Property.  The
      Executive acknowledges that all originals and copies of materials, records
      and
      documents generated by him or coming into his possession during his employment
      by the Company or its subsidiaries are the sole property of the Company and
      its
      subsidiaries ("Company Property").  During the Employment Term, and at
      all times thereafter, the Executive shall not remove, or cause to be removed,
      from the premises of the Company or its subsidiaries, copies of any record,
      file, memorandum, document, computer related information or equipment, or any
      other item relating to the business of the Company or its subsidiaries, except
      in furtherance of his duties under this Agreement.  When the
      Executive's employment with the Company terminates, or upon request of the
      Company at any time, the Executive shall promptly deliver to the Company all
      copies of Company Property in his possession or control.

    


    (f)  Non-Disparagement.  Executive
      shall not, and shall not induce others to, Disparage the Company or its
      subsidiaries or affiliates or their past and present officers, directors,
      employees or products. "Disparage" shall mean making comments or statements
      to
      the press, the Company's or its subsidiaries' or affiliates' employees or any
      individual or entity with whom the Company or its subsidiaries or affiliates
      has
      a business relationship which would adversely affect in any manner (1) the
      business of the Company or its subsidiaries or affiliates (including any
      products or business plans or prospects), or (2) the business reputation of
      the
      Company or its subsidiaries or affiliates, or any of their products, or their
      past or present officers, directors or employees.

    


    (g)  Cooperation.  Subject
      to the Executive's other reasonable business commitments, following the
      Employment Term, the Executive shall be available to cooperate with the Company
      and its outside counsel and provide information with regard to any past,
      present, or future legal matters which relate to or arise out of the business
      the Executive conducted on behalf of the Company and its subsidiaries and
      affiliates, and, upon presentation of appropriate documentation, the Company
      shall compensate the Executive for any out-of-pocket expenses reasonably
      incurred by the Executive in connection therewith.

    


    (h)  Equitable
      Relief and Other Remedies.  The Executive acknowledges and
      agrees that the Company's remedies at law for a breach or threatened breach
      of
      any of the provisions of this Section 10 would be inadequate and, in recognition
      of this fact, the Executive agrees that, in the event of such a breach or
      threatened or attempted breach, in addition to any remedies at law, the Company,
      without posting any bond, shall be entitled to obtain equitable relief in the
      form of specific performance, a temporary restraining order, a temporary or
      permanent injunction or any other equitable remedy which may then be available.
      In addition, without limiting the Company's remedies for any breach of any
      restriction on the Executive set forth in this Section 10, except as required
      by
      law, the Executive shall not be entitled to any payments set forth in Section
      7(d) hereof if the Executive has breached the covenants applicable to the
      Executive contained in this Section 10, the Executive will immediately return
      to
      the Company any such payments previously received under Section 7(d) upon such
      a
      breach, and, in the event of such breach, the Company will have no obligation
      to
      pay any of the amounts that remain payable by the Company under Section
      7(d).

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    (i)  Reformation.  If
      it is determined by a court of competent jurisdiction in any state that any
      restriction in this Section 10 is excessive in duration or scope or is
      unreasonable or unenforceable under the laws of that state, it is the intention
      of the parties that such restriction may be modified or amended by the court
      to
      render it enforceable to the maximum extent permitted by the law of that
      state.  The Executive acknowledges that the restrictive covenants
      contained in this Section 10 are a condition of this Agreement and are
      reasonable and valid in temporal scope and in all other respects.

    


    (j)  Survival
      of Provisions.  The obligations contained in this Section 10
      shall survive in accordance with their terms the termination or expiration
      of
      the Executive's employment with the Company and shall be fully enforceable
      thereafter.

    


    11.  INDEMNIFICATION.  The
      Executive shall be indemnified to the extent permitted by the Company's
      organizational documents and to the extent required by law.

    


    12.  SECTION
      HEADINGS AND INTERPRETATION. The section headings used in this
      Agreement are included solely for convenience and shall not affect, or be used
      in connection with, the interpretation of this Agreement. Expressions of
      inclusion used in this agreement are to be understood as being without
      limitation.

    


    13.  SEVERABILITY.  The
      provisions of this Agreement shall be deemed severable and the invalidity of
      unenforceability of any provision shall not affect the validity or
      enforceability of the other provisions hereof.

    


    14.  COUNTERPARTS.  This
      Agreement may be executed in several counterparts, each of which shall be deemed
      to be an original but all of which together will constitute one and the same
      Agreement.

    


    15.  GOVERNING
      LAW AND VENUE.  The validity, interpretation, construction
      and performance of this Agreement shall be governed by the laws of the State
      of
      New York without regard to its conflicts of law principles. The Parties agree
      irrevocably to submit to the exclusive jurisdiction of the federal courts or,
      if
      no federal jurisdiction exists, the state courts, located in the City of New
      York, Borough of Manhattan, for the purposes of any suit, action or other
      proceeding brought by any Party arising out of any breach of any of the
      provisions of this Agreement and hereby waive, and agree not to assert by way
      of
      motion, as a defense or otherwise, in any such suit, action, or proceeding,
      any
      claim that it is not personally subject to the jurisdiction of the above-named
      courts, that the suit, action or proceeding is brought in an inconvenient forum,
      that the venue of the suit, action or proceeding is improper, or that the
      provisions of this Agreement may not be enforced in or by such
      courts.  IN ADDITION, THE PARTIES AGREE TO WAIVE A TRIAL BY
      JURY.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    16.  ENTIRE
      AGREEMENT. This Agreement contains the entire agreement between the
      Parties with respect to the subject matter hereof and supersedes all prior
      agreements, written or oral, with respect thereto. No agreements or
      representations, oral or otherwise, express or implied, with respect to the
      subject matter hereof have been made by either party which are not expressly
      set
      forth in this Agreement.

    


    17.  WAIVER
      AND AMENDMENT.  No provision of this Agreement may be
      modified, amended, waived or discharged unless such waiver, modification,
      amendment or discharge is agreed to in writing and signed by the Executive
      and
      such officer or director as may be designated by the Board. No waiver by either
      Party at any time of any breach by the other Party hereto of, or compliance
      with, any condition or provision of this Agreement to be performed by such
      other
      Party shall be deemed a waiver or similar or dissimilar provisions or conditions
      at the same or at any prior or subsequent time.

    


    18.  WITHHOLDING.
      The Company may withhold from any and all amounts payable under this Agreement
      such federal, state, local and foreign taxes as may be required to be withheld
      pursuant to any applicable law or regulation.

    


    19.  AUTHORITY
      AND NON-CONTRAVENTION.  The Executive represents and warrants
      to the Company that he has the legal right to enter into this Agreement and
      to
      perform all of the obligations on his part to be performed hereunder in
      accordance with its terms and that he is not a party to any agreement or
      understanding, written or oral, which could prevent him form entering into
      this
      Agreement or performing all of his obligations hereunder.

    


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

    


    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

     

    

      

    

     

      1
        NOTE: typically the
        period for severance payments corresponds to the length of the noncompete
        and
        nonsolicitation period.

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    


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

     

     

    
 

    FORTRESS
      FINANCIAL GROUP,
      INC.

    


    _________________________________

    By:

    Title:

    


    EXECUTIVE

    


    ____________________________________

    Alan
      Santini

     

     

     

     

     

    9