employment_agreement.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    This
      Executive Employment Agreement ("Agreement") is made and deemed effective as
      of
      January 10, 2008, by and between US Biodefense, Inc., a Utah corporation
      ("UBDE"), on one side, and Scott Gallagher ("Executive"), on the other side,
      with reference to the herein recitals, terms and conditions.

     

    RECITALS

     

    WHEREAS,
      Executive is negotiating the purchase of 10,000,000 (ten million) shares of
      UBDE's common stock from the Company and Executive will thereby gain a
      significant equity position thereby;

     

    WHEREAS,
      UBDE recognizes the experience and knowledge of Executive in matters relating
      to
      the UBDE's future business activities as a public company, and further,
      recognizes that it is in the best interests of UBDE to retain the services
      of
      Executive;

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements contained
      in
      this Agreement, it is hereby agreed as follows:

     

    AGREEMENT

    


    Employment.

    


    UBDE
      hereby employs Executive as UBDE's Chairman of the Board and Chief Executive
      Officer, and Executive hereby accepts employment by UBDE in accordance with
      the
      terms and conditions set forth in this Agreement.

    


    Term.

    


    Executive's
      initial term of employment and the services to be provided hereunder shall
      commence on January 10th ,2008 and
      continue
      for a period of two (2) years from such date (the "Initial Term"), subject
      to
      earlier termination as hereinafter provided.

    


    Compensation.

    


    UBDE
      shall pay Executive the following aggregate compensation for all services
      rendered by him to UBDE under this Agreement:

    


    3.1
      Base Salary.

     

    UBDE
      shall pay Executive a base salary during the term of this Agreement commencing
      at the rate of one hundred thousand dollars ($100,000) per annum (the "Base
      Salary"). The Base Salary shall be payable in arrears, in substantially equal
      monthly installments or more frequently in accordance with the policies of
      UBDE.
      UBDE shall review Executive's base salary bi-annually with Executive for the
      purpose of determining a reasonable increase based on Executive's service and
      performance, taking into consideration a good-faith assessment of any other
      incentive and/or bonus plans to which Executive may be a party. Such review
      shall be in accordance with UBDE's policies and practices with other executives
      in similar positions with UBDE and its subsidiaries, if any. Notwithstanding
      the
      foregoing, any increase in Executive's Base Salary shall be determined by UBDE
      at its sole discretion. In the event that UBDE is not able to pay the
      Executive's salary in cash, the Executive's salary will accrue and may be
      converted into common stock at a discount to the trading market value. Market
      Value will be the average closing price of UBDE common stock over the preceding
      30 day period.

    


    3.2
      Annual Bonus.

     

    UBDE
      shall pay Executive an annual bonus (the "Annual Bonus") in a minimum amount
      of
      twenty five percent (25%) of Executive's annual Base Salary based on the
      achievement of certain predetermined quantitative and qualitative goals related
      to the operating performance of UBDE as mutually determined and agreed upon
      by
      Executive and UBDE and in accordance with UBDE’s policies and
      practices.

     

    3.3
      Payment of Annual Bonus.


    Executive's
      Annual Bonus for each fiscal year shall be determined as soon as practicable
      following the end of each fiscal year, but in no event later than sixty (60)
      days following the end of each fiscal year. Any Annual Bonus due to Executive
      shall be paid promptly upon its final determination. UBDE shall cause and
      arrange to provide Executive with an annual statement showing the manner in
      which the Annual Bonus was calculated.

    


    3.4
      Other Benefits.

     

     Executive
      shall be entitled to participate, to the full extent eligible and available
      in
      accordance with the terms of the program in which he desires to participate
      in
      all group life and medical insurance programs which UBDE shall from time to
      time
      have for the benefit of its officers, directors and/or employees, subject to
      the
      rules and requirements then in effect regarding participation of executives
      or
      employees therein. Executive shall also be entitled to participate in any
      management compensation and benefit program on a basis similar to that which
      is
      made available to other members of UBDE's management team operating in a similar
      capacity as the Executive. UBDE reserves the right to modify, terminate, and/or
      reduce benefits at any time, provided such modification, termination and/or
      reduction is applied to all other members of the management team operating
      in a
      similar capacity as Executive.

    


    3.5
      Signing Bonus.

    UBDE
      shall deliver to Executive, upon execution of this Agreement, one million
      five-hundred thousand (1,500,000) post spilt shares of its common stock (the
      "Stock"), which tender shall be irrevocable. The Stock shall be free and clear
      of all liens, restrictions, security interests, charges or other encumbrances
      and shall be registered on SEC form S-8.

    


    Duties
      of Executive.

    


    4.1
      Business Development/Operations.

    Subject
      to the oversight and direction of the UBDE’s board of directors, Executive shall
      be responsible for managing and developing all aspects of UBDE's operations
      and
      business development affairs.

    


    4.2
      Additions and Changes.

    Executive
      shall perform such reasonable additional work as may be required by UBDE from
      time to time under the terms and conditions and according to the directions,
      instructions and control of UBDE's board of directors.

    


    4.3
      Best Efforts.

    Executive
      shall devote his best skill, effort and attention to his duties set forth herein
      and to further enhance and develop UBDE's business affairs, interests and
      welfare. Executive shall be entitled to perform his duties from whatever
      location he deems appropriate.

    


    4.4
      Policies.

    Executive
      shall adhere to the employment policies of UBDE in effect from time to time.
      References to the policies or practices of UBDE shall mean its policies or
      practices of which Executive has notice as in effect and modified from time
      to
      time.

    


    4.5
      Other Employment.

    Executive
      may engage in other employment without prior written consent of UBDE. Further,
      this provision shall not be construed to prevent the Executive from personally,
      and for Executive's own account, owning, managing, investing or trading in
      real
      estate, stocks, bonds, securities, commodities, or any other forms of
      investment, so long as such owning, managing, investing or trading is not in
      competition with UBDE and does not interfere with the performance of Executive's
      duties hereunder. However, Executive is not required to devote his full time
      to
      UBDE.

    


    Expenses.

    


    UBDE
      shall reimburse Executive for reasonable and necessary business expenses in
      accordance with the expense reimbursement policies and practices of UBDE and
      in
      accordance with a predetermined budget to be approved by the board of directors
      of UBDE.

    


    Director's
      and Officer's Insurance.

    


    UBDE
      shall be required to maintain, for the benefit of Executive, a director's and
      officer's policy of insurance.

     

    Fringe
      Benefits.

    


    UBDE
      shall provide Executive with all fringe benefits regularly provided to other
      similarly situated officers, directors of UBDE, generally and with such other
      fringe benefits as the Executive and UBDE shall mutually agree upon in
      writing.

    


    7.1
      Vacation.

     UBDE
      shall provide Executive with two (2) weeks of paid vacation as well as holidays
      in accordance with UBDE's policies.

    


    7.2
      Insurance.

    UBDE
      shall provide Executive with family health insurance pursuant to UBDE's health
      insurance plan if one exists and in accordance with the policies and practices
      of UBDE.

    


    Termination.

    


    8.1
      Termination with Cause.

    UBDE
      may
      terminate Executive "with cause" without notice, for reason of Executive's
      (i)
      misappropriation or embezzlement of funds of UBDE, (ii) intentional
      misrepresentation of a product or service offered by UBDE, (iii) soliciting
      a
      client's or customer's business for personal or competitive gain, (iv) use
      or
      sale of illegal drugs in the work place, or repeated intoxication from alcohol
      or controlled substances in the work place, (v) physical, mental or sexual
      abuse
      or harassment of any employee, customer or prospective client or customer,
      (vi)
      criminal negligence or criminal acts in the work place; (vii) commission of
      a
      felony or crime of moral turpitude, (viii) selling or providing confidential
      information of UBDE to a competitor, or (ix) theft or destruction of property
      of
      UBDE. UBDE may terminate Executive "with cause" if, after ten (10) days prior
      written notice by UBDE to Executive, Executive has failed to cure any of the
      following occurrences: (i) violation of UBDE policies or procedures, (ii) breach
      of any other of the covenants of this Agreement not specifically set forth
      in
      (i) through (viii) above, or (iii) breach of an employee's customary obligations
      to the employer. In the event that Executive is terminated "with cause,"
      Executive shall be entitled solely to the payment of (i) Executive's then
      current Base Salary through the date Executive is terminated and (ii) all
      accrued and unused vacation and sick leave as of the date of termination.
      Executive shall not be entitled to receive any other amounts or benefits from
      UBDE.

    


    8.2
      No Termination Without Cause.

    UBDE
      may
      not terminate Executive "without cause." In the event that UBDE terminates
      Executive "without cause," Executive shall be paid (i) the equivalent of two
      years of Base Salary and minimum bonus commitment as well as all accrued and
      unpaid salary through the date of termination and (ii) all accrued and unused
      vacation and sick leave as of the date of termination in addition to other
      legal
      and equitable remedies available to Executive.

    


    8.3
      Termination Due to Executive's Death or Disability.

    In
      the
      event that this Agreement is terminated due to Executive's death or disability
      (as defined below), Executive (or Executive's legal representatives) shall
      be
      paid (i) nine (9) months' Base Salary as severance, (ii) Base Salary through
      the
      date of termination, (iii) all Bonus payments earned through the date of
      termination or previously awarded and unpaid and (iv) all accrued and unused
      vacation and sick leave as of the date of termination. For purposes of this
      Agreement, the term "Disability" shall mean the mental and physical inability
      to
      perform satisfactorily Executive's regular full time duties - with or without
      a
      reasonable accommodation - as determined by a physician chosen by mutual
      agreement of a physician selected by Executive and a physician selected by
      UBDE,
      provided, however, that any Disability which continues for thirty (30) days
      (whether or not consecutive) in any eighteen (18) month period shall be deemed
      a
      Disability.

    


    Indemnification.

    


    9.1
      Definition.

    As
      used
      in this provision, "Damages" means all claims, damages, liabilities, losses,
      judgments, settlements, and expenses, including, without limitation, all
      reasonable fees and disbursements of counsel incident to the investigation
      or
      defense of any claim or proceeding or threatened claim or
      proceeding.

    


    9.2
      Terms of Indemnification.

    UBDE
      agrees to indemnify, defend and hold harmless Executive from all Damages (i)
      proximately caused by the fault or negligence of UBDE, its officers, directors,
      employees or agents; (ii) which relate in any manner to the terms and
      obligations of this Agreement; (iii) which relate to any other failure by UBDE
      to comply with any terms of this Agreement; (iv) which relate to any failure
      by
      UBDE to comply with applicable laws and/or regulations in accordance with this
      Agreement; and/or (v) resulting from any breach of any representation, warranty,
      covenant or promise made by UBDE in this Agreement.


    


    9.3
      Notice of Claim.

    UBDE
      shall promptly notify Executive in writing of any claim asserted by a third
      person that might give rise to any indemnity obligation hereunder. Failure
      of
      any UBDE to promptly give such notice shall not relieve that individual of
      his
      indemnification obligations under this Agreement. Together with or following
      such notice, UBDE shall deliver to Purchaser copies of all notices and documents
      received by such party relating to the asserted claim (including court
      papers).

    


    9.4
      UBDE Indemnification.

     Executive
      will indemnify and hold harmless, previous board members and officers of the
      corporation from any claim that arises relating to the business activities
      of
      UBDE after the "closing" date.

    


    Transfer
      and Assignment of Intellectual Property Rights.

    


    Executive
      agrees to transfer and assign to UBDE all of his rights, if any, to that certain
      intellectual Internet property known as "InternetHoldingsCorp.com"
“InternetBizExchnage.com” subject to UBDE's full compliance with the terms and
      conditions of this Agreement. However, Executive expressly disclaims any (i)
      warranty as to the viability, marketability, and/or functionality of that
      Internet property. In no event shall Executive be liable or responsible for
      any
      claims made against that Internet property in any respect and UBDE will be
      indemnified for all claims made prior to the "closing" date, UBDE will not
      be
      held responsible for any claims or liabilities relating to the above mentioned
      Internet properties prior to closing.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Miscellaneous.

    


    12.1
      Survival of Representations and Warranties.

     The
      representations and warranties of the parties including indemnification
      obligations contained herein shall survive following the termination of
      Executive's employment with UBDE.

    


    12.2
      Waivers.

     No
      action taken pursuant to this Agreement, including any investigation by or
      on
      behalf of any party shall be deemed to constitute a waiver by the party taking
      such action or compliance with any representation, warranty, covenant or
      agreement contained herein, therein and in any documents delivered in connection
      herewith or therewith. The waiver by any party hereto of a breach of any
      provision of this Agreement shall not operate or be construed as a waiver of
      any
      subsequent breach.

    


    12.3
      Notices.

     All
      notices, requests, demands and other communications, which are required or
      may
      be given under this Agreement shall be in writing and shall be deemed to have
      been duly given if delivered or mailed, first class mail, postage prepaid:

    


    To
      US Biodefense, Inc.; David Chin, CEO

    13674
      E.
      Valley Rd.

    City
      of
      Inudustry, CA 91746

    


    To
      Executive: Scott Gallagher

    300
      State
      Street East, Suite 226

    Oldsmar,
      Florida 34677

     

    or
      to
      such other address as such party shall have specified by notice in writing
      to
      the other party.

     

    12.4
      Merger and Integration.

     

    This
      Agreement contains the entire understanding of the parties. There are no
      representations, covenants or understandings other than those, either express,
      implied or referred to herein. Each party acknowledges that there are no
      conditions to this agreement other than those expressed or referred to herein.
      Each party further acknowledges that no other party or any agent or attorney
      of
      any other party has made any promise, representation or warranty whatsoever,
      express or implied or statutory, not contained or referred to herein, concerning
      the subject matter hereof, to induce him to execute this Agreement, and he
      acknowledges that he has not executed this Agreement in reliance on any such
      promise, representation or warranty not specifically contained or referred
      to
      herein.

    


    12.5
      Sections and Other Headings.

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


    


    12.6
      Governing Law.

    This
      Agreement, and all transactions contemplated hereby, shall be governed by,
      construed and enforced in accordance with the laws of the State of Florida.
      The
      parties herein submit to personal jurisdiction and venue of a court of subject
      matter jurisdiction which is appropriate for Oldsmar, Florida.

    


    12.7
      Attorney's Fees and Court Costs.

     In
      the event that litigation results from or arises out of this Agreement or the
      performance thereof, the parties agree to reimburse the prevailing party's
      reasonable attorney's fees, court costs, and all other expenses, whether or
      not
      taxable by the court as costs, in addition to any other relief to which, the
      prevailing party may be entitled.

    


    12.8
      Contractual Procedures.

    Unless
      specifically disallowed by law, should litigation arise hereunder, service
      of
      process therefore, may be obtained through certified mail, return receipt
      requested; the parties hereto waiving any and all rights they may have to object
      to the method by which service was perfected.

    


    12.9
      Partial Invalidity.

    If
      any
      provision in this Agreement is held by a court of competent jurisdiction to
      be
      invalid, void, or unenforceable, the remaining provisions will nevertheless
      continue in full force without being impaired or invalidated in any
      way.

    


    12.10
      Further Assurances.

    The
      parties agree to take all further actions, including execution of documents,
      which are reasonably necessary to effectuate the transaction contemplated by
      this Agreement.

    


    12.11
      Binding on Successors.

    This
      Agreement and covenants and conditions herein contained shall apply to, be
      binding upon and inure to the benefit of the respective heirs, administrators,
      executors, legal representatives, assignees, successors and agents of the
      parties hereto.

    


    12.12
      Specific Performance.

    The
      parties agree that remedies, at least for any breach or threat of breach of
      this
      Agreement, may be inadequate and that, in the event of any such breach or threat
      of breach, the non-breaching party will be entitled, in addition to all other
      rights and remedies otherwise available at law or in equity, to the equitable
      remedy of injunctive relief to enforce the provisions of this
      Agreement.

    


    12.13
      Joint Preparation.

    This
      Agreement is to be deemed to have been jointly prepared by the parties hereto
      and any uncertainty and ambiguity existing herein shall not be interpreted
      against any party hereto, but according to the application of the rules of
      interpretation of contracts, if any such uncertainty or ambiguity
      exists.

    


    12.14
      Counterparts.

    This
      Agreement can be executed in one or more counterparts and the counterparts
      signed in the aggregate shall constitute a single, original instrument. A
      facsimile/photocopy of this Agreement may be used in lieu of the original for
      all purposes.

    


    12.15
      Contingencies.

    This
      agreement must be signed by all board members of UBDE in addition to the
      following other documents and actions: the lease agreement settlement must
      be
      signed, the stock purchase agreement must be signed, all board members must
      resign as officers and board members of UBDE effective immediately and Mr.
      Scott
      Gallagher must be elected as COB/CEO and is responsible for all outstanding
      obligations of UBDE.

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement (consisting of 6
      pages) so that it is deemed effective as of the day and year first written
      above.

    


    
      	
              US
                Biodefense,
                Inc.                                                         
                 Scott Gallagher

               

              By: 
                /s/ David Chin                                             /s/
                Scott Gallagher

                     
                ----------------------------                                        ---------------------------------

                       
                David
                Chin/CEO                                                         Scott
                Gallagher

               

                     
                Dated:  1/10/08                                                            
                Dated:  1/10/08