textech_sb2-ex1012.htm


    EXHIBIT
      10.12

     

    JOHN
      MAIER’S EXECUTIVE EMPLOYMENT
      AGREEMENT

    


    This
      agreement (the "Agreement") made and entered into this 24th day of April,
      2006.

     

    
      	
              BETWEEN

            	
              AND

            
	
              Company
                Name: Charms Investments Limited

            	
              Employee’s
                Name: John Maier

            
	
              Officer’s
                Name:
                Peter Maddocks

            	 
	
              Address:
                31-32 Ely Place, London 

              EC
                1N 6 TD, United Kingdom

            	
              Address:
                396 Heisler Ct.

              Crystal
                Lake, Illinois 60014

            
	
              Phone:

            	
              Phone:815-483-4426

            
	
              Fax:

            	
              Fax:
                815-356-7701

            
	
              Email:

            	
              Email:jmaier01@ameritech.net

            
	
              Web
                Address:

            	
              Web
                Address:

            
	
              (hereinafter
                referred to as the “Company”)

            	
              (hereinafter
                referred to as the “Executive”)

            


    

    


    (the
      Company and the Executive hereinafter collectively referred to as the
“Parties”)

    


    This
      agreement establishes an understanding between the parties and as such both
      parties agree to be bound by its Terms and Conditions.  This agreement
      shall not become binding upon the parties until it has been signed by an
      authorized representative of the Parties and signed and accepted by authorized
      officers.

    


    RECITALS:

    


    WHEREAS,
      the parties have agreed to enter into a new Employment Agreement;

    


    WHEREAS,
      the Company desires to employ Executive upon the terms and subject to the
      conditions of this Agreement; and

    


    WHEREAS,
      Executive desires to be employed by the Company upon the terms and subject
      to
      the conditions of this Agreement.

    


    NOW
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      below, and for good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, the Company and Executive hereby covenant and
      agree as follows:

    


    
      	
              1.

            	
              Definitions.
                For
                purposes of this Agreement, the following capitalized terms shall
                have the
                following meanings, and all other capitalized terms used in this
                Agreement
                but not defined in this paragraph 1 shall have the meanings assigned
                elsewhere in this Agreement:

            


    

    


    "Base
      Salary" means $160,000 American dollars.

    


    "Cause"
      means:

     

    
      	
               

            	
              a.

            	
              Executive's
                conviction of  a felony;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              b.

            	
              Executive's
                intentional continuing refusal to perform his normal obligations
                and
                duties under this Agreement (except by reason of incapacity due to
                illness
                or accident) if he

            


    

    


    
      	
               

            	
              a.

            	
              shall
                have failed to remedy the alleged breach caused by such conduct within
                30
                days from the date written notice is given by the Company demanding
                that
                he remedy the alleged breach caused by such conduct,
                or

            


    

    
      	
               

            	
              b.

            	
              shall
                have failed to take reasonable steps in good faith to that end during
                such
                30-day period, provided that after the end of such 30-day period
                there
                shall have been delivered to Executive a certified copy of a resolution
                of
                the Board of Directors of the Company, taken at a meeting of the
                Board of
                Directors at which Executive, together with his counsel, is given
                the
                opportunity to be heard, finding that Executive was guilty of intentional
                continuing refusal to substantially perform his obligations and duties
                under this Agreement and specifying the details thereof, and that
                Executive has failed to take reasonable steps in good faith to remedy
                the
                alleged breach caused by such
                conduct,

            


    

    


    
      	
               

            	
              c.

            	
              Executive
                engaged in willful fraud or defalcation, either of which involved
                funds or
                other assets of the Company; or

            


    

    


    
      	
               

            	
              d.

            	
              Upon
                Executive's breach of any material term of this Agreement (including,
                but
                not limited to, the non-compete and confidentiality provisions in
                paragraphs 7 and 8).

            


    

    


    "Change
      in Control" means and shall be deemed to occur:

    


    
      	
               

            	
              (i)

            	
              in
                the event any "person" or more than one such person acting as a group,
                other than a trustee or other fiduciary holding securities under
                an
                employee benefit plan of the Company, is or becomes the "beneficial
                owner", directly or indirectly, of the securities of the Company,
                in a
                transaction or a series of transactions, representing thirty percent
                (30%)
                or more of the combined voting power of the Company's then outstanding
                securities ordinarily having the right to vote for the election of
                directors of the Company;

            


    

    


    
      	
               

            	
              (ii)

            	
              during
                any period of two consecutive years during the Employment Period,
                individuals who at the beginning of the Employment Period constitute
                the
                Board of Directors of the Company cease for any reason to constitute
                at
                least a majority thereof, unless the election, or the nomination
                for
                election by the Company's stockholders, of each director who was
                not a
                director at the beginning of the Employment Period has been approved
                in
                advance by directors representing at least two-thirds of the directors
                then in office who were (A) directors at the beginning of the Employment
                Period, or (B) previously approved in accordance with this subparagraph
                (ii);

            


    

    


    
      	
               

            	
              (iii)

            	
              the
                Company sells or otherwise disposes of all or substantially all of
                its
                assets; and

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (iv)

            	
              the
                Company participates in a merger or consolidation and, immediately
                following the consummation of such merger or consolidation, the Company's
                stockholders prior to such merger or consolidation do not own 50%
                or more
                of the voting shares of stock of the surviving or successor
                corporation.

            


    

    


    "Code"
      means the Internal Revenue Code of 1986, as amended, or any successor
      thereto.

    


    "Compensation
      Committee" means the applicable compensation committee of the Board of Directors
      of the Company.

    


    "Disabled"
      or "Disability" means a determination, made at the request of Executive or
      upon
      the reasonable request of the Company set forth in a notice to Executive, by
      a
      physician selected by the Company and Executive, that Executive is unable to
      perform his duties as specified in this Agreement and in all reasonable medical
      likelihood such inability will continue for a period in excess of 180 days,
      or
      for shorter periods aggregating to more than 180 days in any consecutive
      nine-month period.

    


    "Effective
      Date" shall be May 1, 2006

    


    "Employment
      Period" means the term of Executive's employment pursuant to the provisions
      of
      this Agreement.

    


    "Good
      Reason" means:

    


    
      	
               

            	
              (i)

            	
              a
                Change in Control of the Company;

            


    

    


    
      	
               

            	
              (ii)

            	
              a
                decrease in the total amount of Executive's Salary below the amount
                in
                effect on the date hereof;

            


    

    


    
      	
               

            	
              (iii)

            	
              a
                reduction in Executive's title, a material reduction in his authority,
                duties or job responsibilities, a material adverse change in his
                working
                conditions (including the relocation of Executive's office more than
                60
                minutes of commuting time from the Company's present executive offices),
                without Executive's consent, as determined by Executive in his reasonable
                judgment;

            


    

    


    
      	
               

            	
              (iv)

            	
              a
                failure by the Company to comply with any material provision of this
                Agreement if the Company shall have failed to remedy the alleged
                breach
                within 30 days from the date written notice of such noncompliance
                is given
                by Executive to the Company; or

            


    

    


    
      	
               

            	
              (v)

            	
              any
                purported termination of Executive's employment which is not effected
                pursuant to a proper Notice of Termination (and for purposes of this
                Agreement no such purported termination shall be
                effective).

            


    

     

    "Notice
      of Termination" means a written notice of either the Company or Executive,
      as
      applicable, setting forth in reasonable detail the facts and circumstances
      claimed to provide a basis for termination.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    "Termination
      Date" means the effective date of employment termination.

    


    TERMS
      OF
      EMPLOYMENT:

    


    
      	
              2.

            	
              Term
                of Employment. The
                Company shall employ Executive, and Executive shall be employed by
                the
                Company and shall provide services to the Company upon the terms
                and
                conditions hereinafter set forth. The initial term of Executive's
                employment with the Company shall continue, unless earlier terminated
                pursuant to Section 5 hereof, through December 31, 2010 (the "Employment
                Period"); provided, however, that after expiration of the initial
                term,
                the Employment Period shall automatically be renewed each January
                1 for
                successive one-year terms unless the Company or Executive delivers
                written
                notice to the other party at least sixty (60) days preceding the
                expiration of the initial term or any one-year extension date of
                the
                intention not to extend the term of this
                Agreement.

            


    

    


    
      	
              3.

            	
              Performance
                of Duties.
                Executive shall have the title of President of the Company, and he
                shall
                possess such powers and perform such duties as are normally incident
                to
                such position, and also as provided in the By-laws of the Company
                and in
                accordance with the General Corporation Law of the State of Delaware
                During this period, Executive agrees that he shall perform his duties
                faithfully and efficiently subject to the direction of the Board
                of
                Directors of the Company, and the Company agrees that Executive shall
                be
                required to report to the Board of
                Directors.

            


    

    


    Executive
      agrees that during the Employment Period he shall devote substantially his
      full
      business time to business affairs of the Company. Executive may serve in any
      capacity with any civic, educational and charitable organization provided,
      in
      each case, such activities do not materially interfere with the performance
      of
      his duties hereunder, and such service is consistent with all Company policies
      and procedures regarding such service. Executive shall be entitled to retain
      all
      compensation (whether in the form of cash, equity securities or perquisites)
      paid or delivered to Executive in connection with such civic, educational or
      charitable activities. Executive agrees that Executive shall not, without the
      prior consent of the Board of Directors of the Company (which consent shall
      not
      be unreasonably withheld), agree to serve on any boards of directors other
      than
      the boards of directors upon which Executive presently serves.

    


    
      	
              4.

            	
              Compensation.
                For
                services rendered by Executive, and upon the condition that Executive
                fully and faithfully perform all of his duties and obligations set
                forth
                herein, Executive shall be compensated for his services as
                follows:

            


    

    


    Salary.
      Executive shall
      receive an annual salary, payable in monthly or more frequent installments,
      in
      accordance with the usual payroll practice of the Company, in an amount equal
      to
      $160,000 ( "Salary"), plus $100,000 a year in deferred salary until the company
      can sustain said wages, less income tax withholdings and other normal employee
      deductions. The Salary shall be reviewed annually as of the end of each fiscal
      year commencing January 1, 2007 by the Compensation Committee, and may, at
      the
      sole discretion of the Compensation Committee, be increased by an amount that
      it
      deems appropriate. If the Salary is increased by the Compensation Committee,
      it
      shall not be decreased thereafter during the Employment Period. Any increase
      in
      salary compensation shall cause a corresponding increase in the "deferred
      salary" by the same percentage.  Notwithstanding
      the above provisions, salary shall increase a minimum of 20% above the previous
      year during the term of this employment agreement.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              a.

            	
              Bonus.
                Executive shall
                receive a yearly bonus payment in accordance with the Executive Bonus
                program which shall be established by the company compensation committee.
                The company's Executive Bonus program will be consistent
                with industry standard and practice within the technology field.

            


    

    


    
      	
               

            	
              b.

            	
              Working
                Hours. The
                standard working week of Company is 40 hours, based on 8 hours per
                day,
                Monday to Friday. It is understood, however, that hours may vary
                in order
                to comply with Company's commitment to the highest standard of
                professional performance. Executive’s salary represents payment for all
                those hours so worked. The
                above example serves as a guideline only. Executive shall not be
                in
                default under this agreement if he fails to maintain a minimum
                effort of  40 hours per week or 8 hours per
                working day toward the company’s goals, it being understood by
                the company that Executive is being compensated as an Executive first
                and
                foremost and is not being compensated as an hourly employee and is
                not an hourly employee.

            


    

     

    
      
        	
                 

              	
                c.

              	
                
                  Management
                    Stock Option
                    Plan. Should the Company establish a stock option plan or plans
                    with respect to which executives of the Company participate and
                    which
                    exempts other employees of the Company generally, Executive shall
                    be
                    entitled to participate in such plans in the same manner as other
                    executives of the Company.

                

              


      

       

    

    
      
        	
                 

              	
                d.

              	Benefits.
                During his
                employment with the Company, Executive shall be entitled to participate,
                to the extent he meets all eligibility requirements of general
                application, in any and all employee benefit plans, programs and
                arrangements which are now or hereafter adopted by the Company to
                provide
                benefits for its employees, including, but not limited to, medical
                and
                hospitalization, group term life insurance, disability, and retirement
                plans. Additionally, Executive shall receive such other benefits
                as
                Company may make generally available to its executive
                officers.


      

      
        


        
          	
                   

                	
                  e.

                	Vacation.
                  Executive
                  shall be entitled to a minimum of four (4) weeks of paid
                  vacation,  during
                  each calendar year and to paid holidays and other paid leave set
                  forth in
                  the Company's policies in effect from time to time, to be taken
                  at times
                  agreeable to both the Executive and the Company.  Any vacation
                  not used during a calendar year may not be used during any subsequent
                  period. Vacation time shall be prorated for any partial calendar
                  year of
                  employment. Unused vacation will be paid on a prorated basis based
                  on
                  annual compensation.


        

        
          
          

          


          
            	
                     

                  	
                    f.

                  	Holidays.
                    Executive is
                    entitled to take national holidays stipulated and in force in
                    the National
                    Holidays Law and other holidays as designated by the Company
                    without
                    deduction from Base Salary. Executive may on exception be required
                    to work
                    on a national or other holiday. Reasonable notice of this requirement
                    will
                    be given.


          

          
            


            
              	
                       

                    	
                      g.

                    	Family
                      & Sick Leave.  Executive shall accrue paid family and
                      sick leave at a rate of one day
                      (1) per month of employment.


            

             

            
              
                	
                         

                      	
                        h.

                      	Travel
                        and Expenses. The Company shall reimburse Executive for the
                        reasonable and  necessary
                        business expenses incurred by him in connection with the
                        performance of
                        his duties and obligations as set forth herein consistent
                        with any
                        existent Company policy with respect to same. Reimbursement
                        shall be made
                        upon the presentation by Executive to the Company of reasonably
                        detailed
                        statements of such expenses.


              

               

              
                
                  
                  

                

                
                  5

                  
                    

                  

                

                
                  
                  

                

              

               

            

          

        

      

    

    
      	
               

            	
              i.

            	
              Moving
                Expenses. The
                Company will cover reasonable expenses for moving if required, including
                packing and moving of household goods, up to three month temporary
                housing, up to three house hunting trips for the family, and weekly
                travel
                for you to and if required, until your family is relocated. In addition
                the Company will gross up year end W-2 income to cover non-deductible
                relocation expenses.

            


    

    


    
      	
               

            	
              j.

            	
              Educational
                Costs.
                During the term of employment of Executive hereunder, the Company
                will pay
                all license fees, occupation taxes and reasonable educational costs
                and
                expenses necessary to maintain Executive's good standing under any
                professional licenses required in connection with Executive's employment
                by the Company.

            


    

    
       

      
        	
                 

              	
                k.

              	
                
                  Life
                    Insurance. During
                    the term of this Agreement, the Company shall use its reasonable
                    efforts
                    to provide to Executive (i) life insurance payable to Executive's
                    designated beneficiary or beneficiaries in an amount at least
                    ten times
                    Executive's Annual Base Salary and (ii) disability insurance
                    on behalf of
                    Executive which, as a goal, shall provide for salary continuation
                    in the
                    event of permanent disability in an amount equal to the lesser
                    of (i) 75%
                    of Executive's Annual Base Salary, or (ii) $10,000 per month
                    which ever is
                    greater.

                

              


      

       

    

    
      	
               

            	
              l.

            	
              Office
                and support
                staff. During the Employment Period, the Executive shall be
                entitled to an office or offices of a size and with furnishings and
                other
                appointments, and to personal secretarial and other assistance, at
                least
                equal to the most favorable of the foregoing provided to the Executive
                by
                the Company at any time during the 120-day period immediately preceding
                the Effective Date or, if more favorable to the Executive, as provided
                generally at any time thereafter with respect to other peer executives
                of
                the Company.

            


    

    


    
      	
               

            	
              m.

            	
              Communications.
                The
                company shall reimburse executive via expense report for high speed
                internet at the executives home for the term of this agreement for
                rapid
                communications. Additionally the company will reimburse the executive
                for
                his wireless phone use via expense
                report.

            


    

     

    
      
        	
                 

              	
                n.

              	Commissions.
Executive
                shall receive a commission payment on gross sales in
                accordancewith
                the commission program which
                shall be established by the company’s Compensation committee. The
                company's commission program will be consistent with industry
                standard and practice within the technology field.


      

       

    

    Payment
      of the Salary shall not in any way limit or reduce any other obligation of
      the
      Company pursuant to this Agreement, and no other compensation, benefit, or
      payment hereunder shall in any way limit or reduce the obligation of the Company
      to pay Executive's Base Salary, except that, for the period commencing on the
      date Executive becomes Disabled and ending on the Termination Date, the Base
      Salary shall be reduced by any amounts that are payable to Executive prior
      to or
      during such period under any disability benefit plan of the Company in which
      Executive participates.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              Termination.
Executive's
                employment hereunder shall terminate at the end of the Employment
                Period.
                In addition, the Employment Period may be terminated at any time
                as
                provided herein. After Notice of Termination has been delivered,
                and prior
                to the Termination Date, Executive shall make reasonable efforts
                to
                cooperate with Company in achieving a transition of Executive's duties
                and
                responsibilities.

            


    

    


    
      	
               

            	
              a.

            	
              Cause.
                The Employment
                Period may be terminated at the option of the Company for Cause effective
                upon the date stated in the Notice of Termination to
                Executive.

            


    

    


    
      	
               

            	
              b.

            	
              Death.
                The Employment
                Period will terminate automatically effective upon Executive's
                death.

            


    

    


    
      	
               

            	
              c.

            	
              Disability.
                In the event
                Executive becomes Disabled (as such term is hereinafter defined)
                during
                the Employment Period, and the Company is unable to make a reasonable
                accommodation which would enable Executive to continue to perform
                the
                essential functions of his employment position with the Company,
                the
                Employment Period may be terminated at the option of Executive or
                the
                Company effective 30 days after a Notice of Termination is given
                (provided
                that Executive shall not have returned to the performance of his
                duties on
                a full-time basis during such 30-day period). Unless otherwise agreed
                by
                Executive and the Board of Directors, the determination by the physician
                selected by Company and Executive that Executive is disabled shall
                be
                binding upon the Company and
                Executive.

            


    

    


    
      	
               

            	
              d.

            	
              Voluntary
                Resignation.
                Executive may resign his employment at any time with or without Good
                Reason, effective upon Notice of Termination (which shall state whether
                such resignation is with Good Reason) given by Executive to the Company.
                Company will pay executive twenty-four months total compensation
                in a lump
                sum distribution. Benefits as stated in section 4 “a” through “p” shall
                continue for 24 months. On or before the fifteenth day following
                the Date
                of Termination.

            


    

    


    
      	
               

            	
              e.

            	
              Termination
                without Cause by
                the Company. The Company may terminate Executive's employment at
                any time, effective upon Notice of Termination (which shall state
                that
                such termination is without Cause) given by the Company to Executive.
                Company will pay executive thirty six months or remainder of employment
                contract which ever is greater, the total compensation in a lump
                sum
                distribution. Other benefits as stated in section 4 “a” through “p” will
                continue for a period of 36 months or remainder of contract which
                ever is
                greater On or before the fifteenth day following the Date of
                Termination.

            


    

    
    

    


    
      	
               

            	
              f.

            	
              If,
                within 30 days after any Notice of Termination for Cause is given
                by the
                Company, Executive notifies the Company that a dispute exists concerning
                the termination, then the Termination Date shall be the date (the
                "Final
                Determination") as determined either by mutual written agreement
                of the
                parties, by a binding and final arbitration award or by a final judgment,
                order or decree of a court of competent jurisdiction (the time for
                appeal
                there from having expired and no appeal having been perfected).
                Notwithstanding the foregoing, the Company shall not be prohibited
                from
                removing Executive from his position with the Company pending the
                Final
                Determination provided that such removal is without prejudice to
                Executive's rights to receive all benefits from the Company to which
                he
                may be entitled upon the Final
                Determination.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              6.

            	
              Separation
                Benefits.
                Executive shall be entitled to receive separation benefits upon such
                events and in such amounts as are set forth in this Section
                6.

            


    

    


    
      	
               

            	
              a.

            	
              Termination.
                In the
                event that Executive's employment with the Company is terminated
                at any
                time for any reason during the Employment Period by the Company then
                Executive (or if he shall have died after termination but prior to
                payment, his surviving spouse, or if he leaves no spouse, his personal
                representative, as successor in interest) shall be paid by the Company
                an
                amount equal to the product of Executive's Annual Salary in effect
                as of
                the Date of Termination, multiplied by a factor of three, payable
                in cash
                in a lump sum on or before the fifteenth day following the Date of
                Termination.

            


    

    


    
      	
               

            	
              b.

            	
              Termination
                Upon Death.
                If the Employment Period is terminated by Executive's death, the
                Company
                shall pay Executive's surviving spouse, or if he leaves no spouse,
                his
                personal representative, as successor in interest, (i) an amount
                equal to
                the then current Salary (paid in one lump sum payment on or before
                the
                fifteenth day following the date of Executive's death), and (ii)
                any death
                benefit payable under any employee benefit plans, programs and
                arrangements of the Company in which Executive is a participant on
                the
                date of his death.

            


    

    


    
      	
               

            	
              c.

            	
              Termination
                Upon
                Disability. If the Employment Period is terminated in accordance
                with the terms of paragraph 5(c) because of Executive's Disability,
                the
                Company shall pay to Executive (or in the event of Executive's death
                after
                finding of Disability, his surviving spouse, or if he leaves no spouse,
                his personal representative, as successor in interest) all compensation
                and benefits specified under paragraph 4 herein, for a period of
                one year
                from the Date of Termination, payable in the same manner as if the
                Employment Period had not been
                terminated.

            


    

    


    
      	
               

            	
              d.

            	
              Additional
                Separation
                Benefit. Benefits as stated in section 4 “a” through “p” will
                continue for a period of 36 months or remainder of contract which
                ever is
                greater following (i) the full completion of the Employment Period
                or (ii)
                following the Date of Termination of the Employment Period for any
                reason
                by the Company, the Company shall permit, at the Company's expense,
                Executive, his spouse and dependents, as applicable (the "Benefit
                Participants"), to participate in all group medical health insurance
                plans
                and employee benefit plans, programs and arrangements now or hereafter
                made available to the senior executive employees of the Company (the
                "Plans") (including but not limited to such Plans in which Executive
                was
                entitled to participate immediately prior to the Date of Termination),
                in
                the same manner provided to its other senior executive employees;
                provided, however, that this paragraph 6(d) shall not apply in the
                event
                that (i) the Company shall hereafter terminate the applicable Plan,
                or
                (ii) the participation of the Benefit Participants in such Plan is
                prohibited by law or, if applicable, would disqualify such Plan as
                a tax
                qualified plan pursuant to the Code, or (iii) the participation of
                the
                Benefit Participants violates the general terms and provisions of
                such
                applicable Plan. In the event that any of the Benefit Participants'
                participation in such Plans is prohibited by law or, if applicable,
                would
                disqualify the Plan as a tax qualified plan, or the participation
                of the
                Benefit Participants violates the general terms and provisions of
                such
                applicable Plan, the Company shall permit the Benefit Participants
                to
                acquire substantially comparable coverage or benefits, at the Company's
                expense, from a source of Executive's or his spouse's choosing, provided
                however, that if provision of such coverage or benefit would result
                in a
                cost of excess of 130% of the cost to the Company if provided under
                a
                Company Plan, the Company may satisfy its obligations under this
                paragraph
                6(d) by contributing to the Benefit Participants 130% of the cost
                to the
                Company under the Company Plans. Notwithstanding the foregoing, in
                no
                event will the Benefit Participants receive from the Company the
                coverage
                and benefits contemplated by this paragraph 6(d) if the Benefit
                Participants receive such coverage and benefits from any other
                source.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              e.

            	
              Tax
                Withholding. All
                payments of salary and other compensation to Executive pursuant to
                this
                Agreement shall be made after deduction of any taxes required to
                be
                withheld with respect thereto under applicable federal, state and
                local
                laws. In the case of Options and Restricted Stock, Executive may
                pay such
                withholding tax obligations pursuant to any method permitted under
                the
                terms of Company's Stock Plan.

            


    

    


    
      	
               

            	
              f.

            	
              Excise
                Tax Gross-Up. If
                any payment to Executive pursuant to this Agreement or any other
                payment
                or benefit from the Company, any Affiliate, any shareholder of the
                Company
                or any other person is determined to be subject to the excise tax
                imposed
                by Section 4999 of the Code or any similar tax payable under any
                United
                States federal, state, local or other law (the "Excise Tax"), then
                Executive shall receive a Tax Gross-Up Payment with respect to all
                such
                excise taxes and similar taxes. The "Tax Gross-Up Payment" shall
                mean an
                amount payable to the Executive such that, after payment of all federal,
                state and local taxes on such Tax Gross-Up Payment, there remains
                a
                balance sufficient to pay the Excise Tax being reimbursed. The Company's
                outside auditor (the "Auditor") shall determine whether any payment
                under
                this Agreement is subject to an Excise Tax and, if so, the amount
                and
                timing of the Tax Gross-Up Payment.

            


    

    


    
      	
              7.

            	
              Non-competition.
                During
                the Employment Period and continuing until the six month termination
                anniversary thereof, Executive shall not, without the prior written
                authorization of the Board of Directors of the Company, (i) directly
                or
                indirectly render services of a business, professional or commercial
                nature (whether for compensation or otherwise) to any person or entity
                competitive or adverse to the Company's business welfare, (ii) engage
                in
                any activity, whether alone, as a partner, or as an officer, director,
                employee, consultant, independent contractor, or stockholder in any
                other
                corporation, person, or entity which is competitive with or adverse
                to the
                Company's business welfare, (iii) hire or solicit for hire any of
                the
                Company's employees, prospective employees or consultants (iv) solicit
                the
                business of any client of the Company, or any prospective client
                of the
                Company that had been serviced or solicited by the Company during
                the six
                (6) months preceding Executive's termination, or (v) enter into any
                agreements with any supplier of the Company regarding the sale or
                distribution of products of the
                supplier.

            


    

    


    In
      the
      event that Executive's employment with the Company is terminated by Executive
      or
      the Company at any time, for any reason whatsoever, the Company shall have
      the
      right to inform any of Executive's future employers or prospective employers
      of
      the existence of this Section 7 of the Agreement. This Section 7 shall not,
      however, prevent Executive from investing in securities issued by any such
      competitive or adverse corporation provided the holdings thereof by Executive
      do
      not constitute more than five percent of any one class of such
      securities.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              8.

            	
              Confidentiality.

            


    

    


    
      	
               

            	
              a.

            	
              Disclosure
                and Use.
                Executive shall not disclose or use, or authorize anyone else to
                disclose
                or use, at any time, during the Employment Period, any trade secrets
                or
                other confidential information of the Company of which Executive
                is or
                becomes informed or aware of prior to or during the Employment Period,
                except (i) as may be required for Executive to perform his duties
                and
                obligations under this Agreement, (ii) to the extent such information
                has
                been disclosed to Executive by a third party who is not affiliated
                with
                the Company or which otherwise becomes generally available to the
                public,
                (iii) information which must be disclosed as a result of a subpoena
                or
                other legal process, provided that the Company is given reasonable
                notice
                and an opportunity to obtain a protective order, or (iv) unless Executive
                shall first secure the Company's prior written authorization. This
                paragraph shall survive the termination of this Employment Period,
                whether
                by lapse of time or otherwise, and shall remain in effect and be
                enforceable against Executive for six months or if Company trade
                secrets
                or confidential information becomes public prior to the time limit.
                Executive shall execute additional agreements and confirmations of
                his
                obligations to the Company concerning such non-disclosure of Company
                trade
                secrets and other confidential information as the Company may require
                from
                time to time, provided that the execution of such additional agreements
                and confirmations are (i) reasonable and (ii) are required of all
                other
                senior executive employees of the Company under similar
                circumstances.

            


    

    


    
      	
               

            	
              b.

            	
              Return
                of Materials.
                Upon termination of his employment for any reason, Executive (or
                in the
                event of termination due to Executive's death, his surviving spouse
                or
                personal representative, as applicable) shall promptly deliver to
                the
                Company all materials of a secret or confidential nature relating
                to the
                Company's business, which are in the possession or under the control
                of
                Executive. All records, designs, patents, business plans, financial
                statements, manuals, memoranda, customer lists, customer database,
                rolodex
                and other property delivered to or compiled by the Executive by or
                on
                behalf of the Company (including the respective subsidiaries thereof)
                or
                its representatives, vendors or customers which pertain to the business
                of
                the Company (including the respective subsidiaries thereof) shall
                be and
                remain the property of the Company, and be subject at all times to
                its
                discretion and control. Upon the request of the Company and, in any
                event,
                upon the termination of the Executive's employment with the Company,
                the
                Executive shall deliver all such materials to the Company. Likewise,
                all
                correspondence, reports, records, charts, advertising materials and
                other
                similar data pertaining to the business, activities or future plans
                of the
                Company which are collected by the Executive shall be delivered promptly
                to the Company without request by it upon termination of the Executive's
                employment.

            


    

    


    
      	
              9.

            	
              Inventions.
                Executive
                hereby assigns to the Company all of his rights, title, and interest
                in
                and to all inventions, discoveries, processes, designs, and other
                intellectual property, including but not limited to trade secrets,
                copyrights, patents, trademarks and trade names (collectively hereinafter
                referred to as "Inventions"), and all improvements on existing Inventions
                made or discovered by Executive during the term of his employment
                by the
                Company. Promptly upon the development or making of any such Invention
                or
                improvement thereon, Executive shall disclose the same to the Company
                and
                shall execute and deliver to it such reasonable documents as it may
                request to confirm the assignment of Executive's rights therein and,
                if
                requested, shall assist the Company in applying for copyright, patent
                or
                trademark protection and prosecuting any patents which may be available
                in
                respect thereof. The Company acknowledges and hereby notifies Executive
                that this paragraph 9 does not apply to an Invention for which no
                equipment, supplies, facility or trade secret information of the
                Company
                was used and which was developed entirely on Executive's own time,
                unless
                (a) the Invention relates to (i) the business of the Company, or
                (ii) the
                Company's actual or demonstrably anticipated research or development,
                or
                (b) the Invention results from any work performed by Executive for
                the
                Company.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

            	
              Remedies.
                If, at any
                time, Executive violates to any material extent any of the covenants
                or
                agreements set forth in paragraphs 7, 8 or 9, the Company shall have
                the
                right to terminate all of its obligations to make further payments
                under
                this Agreement. Executive acknowledges that the Company would be
                irreparably injured by a violation of paragraphs 7, 8 or 9, that
                damages
                for such a breach are not easily calculated, and that any remedy
                at law
                would be inadequate. Therefore, Executive agrees that the Company
                shall be
                entitled to an injunction restraining Executive from any actual or
                threatened breach of paragraphs 7, 8 or 9 or to any other appropriate
                equitable remedy without any bond or other security being required.
                It is
                expressly understood between the parties that this injunctive or
                equitable
                relief shall not be Employer's exclusive remedy for breach of this
                Agreement. Without limitation, in the event of any breach by Executive
                of
                paragraphs 7, 8 or 9 of this Agreement, such Executive shall not
                be
                entitled to receive any salary payments or any other compensation
                beyond
                the date of such breach to which he would otherwise be entitled,
                and
                Executive shall be obligated to repay to Employer salary payments
                received
                by him at any time after the occurrence of such
                breach.

            


    

    


    
      	
              11.

            	
              Resolution
                of
                Disputes.

            


    

     

    
      
        	
                 

              	
                a.

              	In the event of any controversy among the parties
                hereto
                arising out of, or relating to, this Agreement (other than a controversy
                arising out of or relating to paragraphs 7, 8 or 9 hereof), which
                cannot
                be settled amicably by the parties, such controversy shall be finally
                settled by arbitration conducted expeditiously in accordance with
                the
                American Arbitration Association Commercial Arbitration Rules and
                the
                Supplementary Procedures for Large, Complex Disputes, by an independent
                arbitrator. Either the Company or Executive may institute such arbitration
                proceeding by giving written notice to the other party. A hearing
                shall be
                held by the arbitrator in the City of Chicago, Illinois, and a decision
                of
                the matter submitted to the arbitrator shall be rendered promptly
                in
                accordance with the rules of the American Arbitration Association.
                The
                prevailing party shall be entitled to all costs and expenses with
                respect
                to such arbitration, including reasonable attorneys' fees. The decision
                of
                the arbitrator shall be final and binding upon all parties hereto.
                Judgment upon the award rendered may be entered in any court having
                jurisdiction thereof.


      

       

    

    
      	
               

            	
              b.

            	
              Notwithstanding
                the foregoing, Executive acknowledges and agrees that the Company
                may seek
                in a court of competent jurisdiction an injunction prohibiting Executive's
                breach or alleged breach of paragraphs 7, 8 and
                9.

            


    

    


    
      	
              12.

            	
              Legal
                Fees. Should any
                litigation or arbitration be commenced concerning any provision of
                this
                Agreement or Executive's employment or termination of employment,
                the
                prevailing party shall be entitled, in addition to such other relief
                as
                may be granted, to its attorneys' fees and costs incurred by reason
                of
                such litigation or arbitration.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              13.

            	
              Executive's
                Representations and
                Warranties. Executive hereby represents, warrants, and covenants
                that:

            


    

    


    
      	
               

            	
              a.

            	
              Executive
                has no actual or potential conflict of interest performing Executive's
                obligations and duties hereunder, will avoid any such conflict during
                the
                Employment Period and will immediately report any such conflict to
                the
                Company;

            


    

    


    
      	
               

            	
              b.

            	
              the
                execution, delivery, and performance of this Agreement by Executive
                will
                not violate any law, order, regulation, agreement, contract, promise
                or
                duty by which Executive is bound;

            


    

    


    
      	
               

            	
              c.

            	
              this
                Agreement is duly executed and is valid and binding on Executive
                in
                accordance with its terms.

            


    

     

    
      	
              14.

            	
              Proof
                of right to work.
                For purposes of federal immigration law, you may be required to provide
                the company documentary evidence of your identity and eligibility
                for
                employment in the United States. Such documentation must be provided
                to us
                within three (3) business days of your date of hire, or our employment
                relationship with you may be
                terminated.

            


    

    


    
      	
              15.

            	
              Indemnification
                and
                Insurance.  The Company shall indemnify Executive with
                respect to matters relating to Executive's services as an officer
                and/or
                director of the Company or any of its Affiliates, occurring during
                the
                course and scope of Executive's employment with the Company, to the
                extent
                and pursuant to the procedures set forth in the Company's By-laws,
                and in
                accordance with the terms and procedures of any other indemnification
                which is generally applicable to executive officers of the Company
                and
                that may be provided by the Company from time to time.  The
                foregoing indemnity is contractual and will survive any adverse amendment
                to or repeal of the By-laws.  The Company will also cover
                Executive under a policy of officers' and directors' liability insurance
                providing coverage that is comparable to that provided now or hereafter
                to
                any other executive officer or director of the Company.  The
                provisions of this Section 14 will survive the termination of this
                Agreement for any reason.

            


    

    


    MISCELLANEOUS

    


    
      	
              16.

            	
              Amendment
                and Termination.
                This Agreement may not be amended or cancelled except by written
                instrument signed by both parties and approved by the Board of Directors
                or a committee thereof.

            


    

    


    
      	
              17.

            	
              Modification
                and Waiver of
                Breach. No waiver or modification of this Agreement shall be
                binding unless it is in writing, signed by the parties hereto. The
                waiver
                by Company or Executive of any term or breach of this Agreement shall
                not
                prevent a subsequent enforcement of such term or any other term and
                shall
                not be deemed to be a waiver of any subsequent
                breach.

            


    

    


    
      	
              18.

            	
              Notice.
                Any notice
                required or permitted to be given under this Agreement shall be in
                writing
                and shall be deemed given or delivered and received (i) when delivered
                personally (which shall be deemed to include delivery via express
                courier
                such as Federal Express), or (ii) three days after having been sent
                by
                registered or certified mail, return receipt requested, or (iii)
                upon
                receipt when sent by facsimile, telegram or telex followed by a
                confirmation letter sent by registered or certified mail, return
                receipt
                requested, addressed as follows:

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      
        	
                If
                  to the Company:

              	
                If
                  to Executive:

              
	 	 
	
                Charms
                  Investments LTD.

              	
                John
                  Maier

              
	
                Trafalgar
                  House

              	
                396
                  Heisler Ct

              
	
                11
                  Waterloo Place

              	
                Crystal
                  Lake, IL. 60014

              
	
                London
                  W1

              	
                Fax:
                  (815) 356-7701

              
	
                United
                  Kingdom

              	 
	
                Fax:
                  (

              	 
	
                Attention:
                  Peter Maddocks

              	 


      

    

     

    Either
      the Company or Executive may, at any time, by notice to the other, designate
      another address for service of notice on such party.

    


    
      	
              19.

            	
              Non-assignment.
                The
                interests of Executive under this Agreement are not subject to the
                claims
                of his creditors and may not be voluntarily or involuntarily assigned,
                alienated or encumbered. Company may assign its rights, duties or
                obligations under this Agreement to any person with whom it has merged
                or
                consolidated, or to whom it has transferred all, or substantially
                all, of
                its assets.

            


    

    


    
      	
              20.

            	
              Severability.
                If any
                provision of this Agreement is held invalid or unenforceable, either
                in
                its entirety or by virtue of its scope or application to given
                circumstances, such provision shall thereupon be deemed (i) modified
                only
                to the extent necessary to render such provision valid, or (ii) not
                applicable to given circumstances, or (iii) excised from this Agreement,
                as the situation may require, and this Agreement shall be construed
                and
                enforced as if such provision had been included herein as so modified
                in
                scope or application, or had not been included herein, as the case
                may be.
                Should this Agreement, or any one of more of the provisions hereof,
                be
                held to be invalid, illegal or unenforceable within any governmental
                jurisdiction or subdivision thereof, the Agreement or any such provision
                or provisions shall not as a consequence thereof be deemed to be
                invalid,
                illegal or unenforceable in any other governmental jurisdiction or
                subdivision thereof.

            


    

    


    
      	
              21.

            	
              Successors.
                This
                Agreement shall be binding upon, and inure to the benefit of the
                parties
                and their permitted successors and assigns. Nothing in this Agreement,
                express or implied, is intended or shall be construed to confer upon
                any
                person, other than the parties and their respective successors and
                assigns
                permitted by this Agreement, any right, remedy or claim under, or
                by
                reason of, this Agreement.

            


    

    


    
      	
              22.

            	
              Entire
                Agreement. This
                Agreement constitutes the entire agreement between Company and Executive
                with respect to the subject matter hereof. This Agreement supersedes
                any
                prior agreement made between the
                parties.

            


    

    


    
      	
              23.

            	
              Counterparts.
                The
                Agreement may be executed in two or more counterparts, any one of
                which
                shall be deemed an original and all of which taken together shall
                constitute a single instrument.

            


    

    


    
      	
              24.

            	
              Governing
                Law. This
                Agreement, and all matters or disputes relating to the validity,
                construction, performance or enforcement hereof, shall be governed,
                construed and controlled by and under the laws of the State of Illinois
                without regard to principles of conflicts of
                law.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              25.

            	
              Cumulative
                Rights.  All rights and remedies hereunder are cumulative
                and are in addition to all other rights and remedies provided by
                law,
                agreement or otherwise.  Executive's obligations to the Company
                and the Company's rights and remedies hereunder are in addition to
                all
                other obligations of Executive and rights and remedies of the Company
                created pursuant to any other
                agreement.

            


    

    


    
      	
              26.

            	
              Headings.
                The paragraph
                headings contained herein are for convenience of reference only and
                are
                not to be used in the construction or interpretation
                hereof.

            


    

    
      


      
        	
                27.

              	
                Effective
                  Date. This
                  Agreement shall be effective on the Effective
                  Date.

              


      

       

    

    ACKNOWLEDGEMENT.
      Executive
      acknowledges that he has read, understood and accepts the provisions of this
      agreement. He also acknowledges that he has had the opportunity to and has
      reviewed the terms and conditions of this agreement.

    


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

     

    
      
        	 	 
	
                COMPANY,
                  INC.

              	
                Executive

              
	 	 
	
                By:  Peter
                  Maddocks

              	
                By:
                  John E. Maier

              
	
                

              	
                

              
	
                Peter
                  Maddocks

              	
                John
                  E Maier

              
	
                Title:
                  Director

              	
                Title:
                  President

              


      

       

       

       

      14