textech_sb2-ex1011.htm


    Exhibit
      10.11

     

    
      ROBERT
        J. WAGNER’S EXECUTIVE EMPLOYMENT AGREEMENT

      


      This
        agreement (the "Agreement") made and entered into this 20th day of December,
        2006.

      


      


      
        	
                BETWEEN

              	
                AND

              


         

        
          	
                  Company
                    Name: Blackhawk Investments Limited

                	
                  Employee’s
                    Name: Robert J. Wagner

                
	
                  Director’s
                    Name: Peter Maddocks

                	 
	
                  Address:
                    31-32 Ely Place, London EC 1N 6 TD, United Kingdom

                	
                  Address:
                    6220 Sunset Avenue

                  LaGrange,
                    IL 60525

                
	
                  Phone:
                    02078222222

                	
                  Phone:
                    630-699-1145

                
	
                  Fax:  01793695545

                	
                  Fax:
                    630-214-3508

                
	
                  Email:
                    peter.maddocks@btinternet.com

                	
                  Email:
                    rjwagner71@aol.com

                
	
                  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 $125,000 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 

              


      

       

       

      
        
          
          

        

        
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                (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 January 1, 2007

      


      "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).
                  

              


      

      


       

       

      
        
          
          

        

        
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      "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.

      


      "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, 2009 (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 Vice-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 President.


              


      

      


      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
        $125,000 ( Salary"), plus $50,000 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.

       

       

      
        
          
          

        

        
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                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.

              	
                Automobile.
The
                  Company shall
                  provide the Executive with a company vehicle for his
                  use.  Executive may choose his own vehicle not to exceed $45,000
                  US Dollars Before Sales Tax, Title, and registration expenses.
                  

              


      

      


      
        	
                 

              	
                e.

              	
                Insurance
                  for the Vehicle with a Minimum of 500k / 500k insurance limits
                  and
                  Maintenance shall be included 

              


      

      


      
        	
                 

              	
                f.

              	
                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.
                  

              


      

      


      
        	
                 

              	
                g.

              	
                .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.


              


      

      


      
        	
                 

              	
                h.

              	
                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. 

              


      

       

       

      
        
          
          

        

        
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                  i. 

                	
                   Family
&
Sick
                    Leave.  Executive shall accrue paid family and sick leave
                    at a rate of one-half day
                    (1/2) per
                    month of employment.

                


        

      

      


      
        	
                 

              	
                j.

              	
                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. 

              


      

      


      
        	
                 

              	
                k.

              	
                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. 

              


      

      


      
        	
                 

              	
                l.

              	
                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. 

              


      

      


      
        
          	
                	
                  m.

                	
                  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. 

                


        

      

      


      
        	
                 

              	
                n.

              	
                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. 

              


      

      


      
        	
                 

              	
                o.

              	
                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.


              


      

      


      
        	
                 

              	
                p.

              	
                Commissions.
                  Executive
                  shall
                  receive a commission payment on gross sales in accordance with
                  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.

              


      

       

       

      
 

      
        
          
          

        

        
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      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.

      


      
        	
                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 on or before the fifteenth day following the Date
                  of
                  Termination. Benefits as stated in section 4 “a” through “p” shall
                  continue for 24 months. 

              


      

      


      
        	
                 

              	
                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 on or before the fifteenth day following the Date
                  of
                  Termination.. 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. 

              


      

      


      
        	
                 

              	
                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.


              


      

       

       

      
        
          
          

        

        
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                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
                  

              


      

       

       

       

       

      
        
          
          

        

        
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      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.

      


      
        	
                 

              	
                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.

       

       

      
 

      
        
          
          

        

        
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                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. 

              


      

       

       

      
        
           

        

        
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                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.

                	
                  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.
                  

              


      

       

       

       

      
        
          
          

        

        
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                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. 

              


      

      


      
        	
                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.
                  

              


      

       

       

      
        
          
          

        

        
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                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: 

              


      

      


      
        	
                If
                  to the Company:

              	
                If
                  to Executive:

              
	 	 
	
                Blackhawk
                  Investments LTD.

              	
                Robert
                  J. Wagner

              
	
                c/o
                  GSC Solicitors

              	
                6220
                  Sunset Avenue

              
	
                31-32
                  Ely Place

              	
                LaGrange,
                  IL 60525

              
	
                London
                  EC1N 6TD

              	
                Fax:
                  (630) 214-3508

              
	
                United
                  Kingdom

              	 
	
                Fax:
                  01793695545

              	 
	
                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.


              


      

       

       

      
        
           

        

        
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                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.
                  

              


      

      


      
        	
                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.
                  

              


      

      


      
        	
              	
                23.

              	
                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.

      


      
        	
                BLACKHAWK
                  INVESTMENTS
                  LIMITED

              	
                 Executive

              
	 	 
	
                   By:  Peter
                  Maddocks

              	
                 By:
                  Robert J. Wagner

              
	 	 
	
                     ____________________

              	
                 ___________________________

              
	
                     Peter
                  Maddocks

              	
                 Robert
                  J. Wagner

              
	
                     Title:
                  Director

              	 


      

      


      
 

       

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