Exhibit 10.2


EMPLOYMENT AGREEMENT


 


                This Employment Agreement (this “Agreement”) is
entered into as of                      ,
2007, by and between OpBiz, L.L.C. (“Employer”), and Mr. Scott Messinger (“Employee”).


 


1.                                       Employment.  Employer hereby employs Employee, and
Employee hereby accepts employment by the Employer, as Employer’s Chief
Marketing Officer to perform such executive, managerial or administrative
duties, commensurate with Employee’s position, as Employer may specify from
time to time, during the Specified Term as defined in Section 2 including, upon
the request of Employer, additionally performing such duties on behalf of
Employer’s affiliate entity to be organized for the purpose of expanding the
Planet Hollywood brand in the hotel/resort/casino industry, such affiliate
company referred to in this Agreement as “PHW”.


2.                                       Effective Date;
Specified Term.  This
Agreement shall be effective as of Employee’s commencement date.  Subject to earlier termination as provided
herein, the term of the Employee’s employment hereunder shall commence on                      ,
2007 (“Commencement Date”) and terminate on the third (3rd)
anniversary thereof (the “Specified Term”). 
If Employee remains employed by Employer following the Specified Term,
any such employment shall be on an at-will basis, unless the parties agree in
writing to extend the Specified Term.


3.                                       Compensation.


a.                                       Base Salary.  During
the Specified Term, in consideration of the performance by Employee of Employee’s
obligations hereunder to Employer and its parents, subsidiaries, affiliates,
and joint ventures (collectively, the “Employer Group”), Employer shall pay
Employee an annual base salary (the “Base Salary”) of $275,000 subject to
annual review by the Employer.  The Base
Salary shall be payable in accordance with the payroll practices of Employer as
in effect from time to time.


b.                                      Bonus
Compensation.  Employee is eligible to participate
in Employer’s bonus program as formulated from time to time by Employer in its
sole discretion (“Employer Bonus Program”) primarily be based on achievement of
Employer’s EBITDA goals and Employee’s performance.  The annual bonus for each year may be up to
40% of Employee’s Base Salary.  In
addition to the foregoing, in order to compensate Employee for accrued but
unpaid bonus at Employee’s prior place of employment, Employer will pay to
Employee a one time signing bonus of $43,600 (the “Signing Bonus”) paid on the
Effective Date.  Notwithstanding anything
contained in this Agreement to the contrary, in no event shall the aggregate of
the Signing Bonus plus the annual bonus for 2007 be less than $65,400.


 


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c.                                       Employee
Benefit Programs.  During the
Specified Term, Employee shall be entitled to participate in Employer’s
employee benefit plans as are generally made available from time to time to
Employer’s team members, subject to the terms and conditions of such plans, and
subject to Employer’s right to amend, terminate or take other similar actions
with respect to such plans. 
Notwithstanding the foregoing, Employer shall reimburse Employee for all
COBRA expenses incurred by Employee for the period commencing on the first date
of the Specified Term and ending on the first date that Employee becomes
eligible to participate in said Employer’s employee benefit plans.


 


d.                                      Business
Expense Reimbursements. 
Employer will pay or reimburse Employee for all reasonable out-of-pocket
expenses, including travel expenses, Employee incurs during the Specified Term
in the course of performing Employee’s duties under this Agreement upon timely
submission of appropriate documentation to Employer, as prescribed from time to
time by Employer.


 


e.                                       Options.  Subject
to the prior approval of the Nevada Gaming Commission, the availability of an
exemption from registration under applicable securities laws, and the approval
of appropriate members of the Employer Group, Employee is eligible to receive
options to purchase .2% (two tenths of one percent) (subject to dilution in the
discretion of the Employer Group) of equity interest (non-voting) in MezzCo,
LLC (or such other entity as determined by the Employer Group).  Employee’s
options will vest in three (3) installments on the annual anniversary dates of
the Specified Term as follows:  one-third
(1/3) on the first (1st) anniversary date of the Specified Term;
one-third (1/3) on the second (2nd) anniversary date of the
Specified Term; and one-third (1/3) on the third (3rd) anniversary
date of the Specified Term.  Exercise
price shall be based on fair market value as determined by Employer at the time
of issuance.


 


 


4.                                       Extent of
Services.   Employee agrees that the duties and services
to be performed by Employee shall be performed exclusively for members of the
Employer Group.  Employee further agrees
to perform such duties in an efficient, trustworthy, lawful, and businesslike
manner.  Employee agrees not to render to
others any service of any kind whether or not for compensation, or to engage in
any other business activity whether or not for compen­sation, that is similar
to or conflicts with the performance of Employee’s duties under this Agreement,
without the prior written approval of Employer.


5.                                       Policies and
Procedures.  In addition
to the terms herein, Employee agrees to be bound by Employer’s policies and
procedures including drug testing and background checks, as they may be
established or amended by Employer in its sole discretion from time to
time.  In the event the terms in this
Agreement conflict with Employer’s policies and procedures, the terms herein
shall take precedence.  Employer
recognizes that it has a responsibility to


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see that its employees understand the adverse
effects that problem gambling and underage gambling can have on individuals and
the gaming industry as a whole.  Employee
agrees to read, understand, and comply with Employer’s policy prohibiting
underage gaming and supporting programs to treat compulsive gambling.


6.                                       Licensing
Requirements.  Employee
acknowledges that Employer is engaged in a business that is or may be subject
to and exists because of privileged licenses issued by governmental authorities
in Nevada and other jurisdictions in which Employer or Employer Group is
engaged or has applied or, during the Specified Term, may apply to engage in
the gaming business.  If requested to do
so by Employer or Employer Group, Employee shall apply for and obtain any
license, qualification, clearance or the like that shall be requested or
required of Employee by any regulatory authority having jurisdiction over
Employer or Employer Group.


7.                                       Failure to
Satisfy Licensing Requirement.  If Employee fails to satisfy any licensing
requirement referred to in Section 6 above, or if any governmental authority
directs the Employer to terminate any relationship it may have with Employee,
or if Employer shall determine, in Employer’s reasonable judgment, that
Employee was, is or might be involved in, or is about to be involved in, any
activity, relationship(s) or circumstance that could or does jeopardize the
business of Employer or Employer’s Group, reputation or such licenses, or if
any such license is threatened to be, or is, denied, curtailed, suspended or
revoked, this Agreement may be terminated by Employer and the parties’ obligations
and responsibilities shall be determined by the provisions of Section 11.


8.                                       Restrictive
Covenants.


a.                                       Competition.  Employee acknowledges that, in the course of
Employee’s responsibilities hereunder, Employee will form relationships and
become acquainted with certain confidential and proprietary information as
further described in Section 8(b). 
Employee further acknowledges that such relationships and information
are and will remain valuable to the Employer and Employer Group and that the
restrictions on future employment, if any, are reasonably necessary in order
for Employer and Employer Group to remain competitive in the gaming
industry.  In recognition of their
heightened need for protection from abuse of relationships formed or
information garnered before and during the Specified Term of the Employee’s
employment hereunder, Employee covenants and agrees for the six (6) month
period immediately following termination of employment for any reason other
than Termination for Cause pursuant to Section 11(a) (the “Restrictive Period”),
not to directly or indirectly be employed by, provide consultation or other
services to, engage or participate in, provide advice, information or
assistance to, fund or invest in, or otherwise be connected or associated in
any way or manner with, any firm, person, corporation or other entity which is
either directly, indirectly or through an affiliated company or entity, engaged
in gaming or proposes to engage in gaming in Clark County,


 


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Nevada.  The covenants
under this Section 8(a) include but are not limited to Employee’s covenant not
to:


i.                                          Make known to any third party the names and addresses of any
of the customers of Employer or any member of Employer Group, or any other
information or data pertaining to those customers;


ii.                                       Call on, solicit, induce to leave and/or take away, or
attempt to call on, solicit, induce to leave and/or take away, any of the
customers of Employer or any member of the Employer Group, either for Employee’s
own account or for any third party;


iii.                                    Call on, solicit and/or take away, any potential or
prospective customer of Employer or any member of the Employer Group, on whom
the Employee called or with whom Employee became acquainted during employment
(either before or during the Specified Term), either for Employee’s own account
or for any third party; and


iv.                                   Approach or solicit any employee or independent contractor of
Employer or any member of the Employer Group with a view towards enticing such
person to leave the employ or service of Employer or any member of the Employer
Group, or hire or contract with any employee or independent contractor of
Employer or any member of the Employer Group, without the prior written consent
of the Employer, such consent to be within Employer’s sole and absolute discre­tion.


b.                                      Confidentiality.  Employee covenants and agrees that Employee
shall not at any time during the Specified Term or thereafter, without Employer’s
prior written consent, such consent to be within Employer’s sole and absolute
discretion, disclose or make known to any person or entity outside of the
Employer Group any Trade Secret (as defined below), or proprietary or other
confidential information concerning Employer or any member of the Employer
Group, including without limitation, Employer’s custom­ers and its casino,
hotel, and marketing data practices, procedures, management policies or any
other information regarding Employer or any member of the Employer Group, which
is not already and generally known to the public through no wrongful act of
Employee or any other party.  Employee
covenants and agrees that Employee shall not at any time during the Specified
Term, or thereafter, without the Employer’s prior written consent, utilize any
such Trade Secrets, proprietary or confidential information in any way,
including communications with or contact with any such customer other than in
connection with employment hereunder. 
For purposes of this Section 8, Trade Secrets is defined as data or information,
including a formula, pattern, compilation, program, device, method, know-how,
technique or process, that derives any economic value, present or potential,
from not being 


 


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generally
known to, and not being readily ascertainable by proper means by, other persons
who may or could obtain any economic value from its disclosure or use.


c.                                       Former Employer Information.  Employee will not intentionally, during the
Specified Term, improperly use or disclose any proprietary information or Trade
Secrets of any former employer or other person or entity and will not
improperly bring onto the premises of the Employer any unpublished document or
proprietary information belonging to any such employer, person or entity.


d.                                      Third Party Information.  Employee acknowledges that Employer and other
members of the Employer Group have received and in the future will receive from
third parties their confidential or proprietary information subject to a duty
to maintain the confidentiality of such information and to use it only for
certain limited purposes.  Employee will
hold all such confidential or proprietary information in the strictest
confidence and will not disclose it to any person or entity or to use it except
as necessary in carrying out Employee’s duties hereunder consistent with
Employer’s (or such other member of the Employer Group’s) agreement with such
third party.


e.                                       Employer’s Property.  Employee hereby confirms that Trade Secrets,
proprietary or confidential information and all information concerning
customers who utilize the goods, services or facilities of any hotel and/or
casino owned, operated or managed by Employer constitute Employer’s exclusive
property.  Employee agrees that upon
termination of employ­ment, Employee shall promptly return to the Employer all
notes, notebooks, memo­randa, computer disks, and any other similar
repositories of information containing or relating in any way to the Trade
Secrets or proprietary or confidential information of each member of the
Employer Group, including but not limited to, the documents referred to in
Section 8(b).  Such repositories of
information also include but are not limited to any so-called personal files or
other personal data compilations in any form, which in any manner contain any
Trade Secrets or proprietary or confidential information of Employer or any
member of the Employer Group.


f.                                         Notice to Employer.  Employee agrees to notify Employer
immediately of any employers for whom Employee works or provides services
(whether or not for remuneration to Employee or a third party) during the
Specified Term or within the Restrictive Period.  Employee further agrees to promptly notify
Employer, during Employee’s employment with Employer, of any contacts made by
any gaming licensee that concern or relate to an offer of future employment (or
consulting services) to Employee.


9.                                       Representations.   Employee hereby represents, warrants and
agrees with Employer that:


 


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a.                                       The covenants and agreements contained in Sections 4 and 8
above are reasonable, appropriate and suitable in their geographic scope,
duration and content; the Employer’s agreement to employ the Employee and a
portion of the compensation and consideration to be paid to Employee hereunder
is separate and partial consideration for such covenants and agreements; the
Employee shall not, directly or indirectly, raise any issue of the
reasonableness, appropriateness and suitability of the geographic scope, duration
or content of such covenants and agreements in any proceeding to enforce such
covenants and agreements;  and such
covenants and agreements shall survive the termina­tion of this Agreement, in
accordance with their terms;


b.                                      The enforcement of any remedy under this Agreement will not
prevent Employee from earning a livelihood, because Employee’s past work
history and abilities are such that Employee can reasonably expect to find work
in other geographic areas and lines of business;


c.                                       The covenants and agreements stated in Sections 4, 6, 7, and
8 above are essential for the Employer’s reasonable protection;


d.                                      Employer has reasonably relied on these covenants and
agreements by Employee;


e.                                       Employee has the full right to enter into this Agreement and
by entering into and performance of this Agreement will not violate or conflict
with any arrangements or agreements Employee may have or agreed to have with
any other person or entity; and


f.                                         Employee acknowledges and warrants to Employer the receipt
and sufficiency of separate consideration for the assignment by Employer of
Employer’s rights and Employee’s obligation under Section 8.


Notwithstanding
Section 21, Employee agrees that in the event of Employee’s breach or
threatened breach of any covenants and agreements set forth in Sections 4 and 8
above, Employer may seek to enforce such covenants and agreements in court
through any equitable remedy, including specific performance or injunction,
without waiving any claim for damages. 
In any such event, Employee waives any claim that the Employer has an
adequate remedy at law or for the posting of a bond.


10.                                 Termination for
Death or Disability.  Employee’s
employment hereunder shall terminate upon Employee’s death or Disability (as
defined below).  In the event of Employee’s
death or Disability, Employee (or Employee’s estate or beneficiaries in the
case of death) shall have no right to receive any compensation or benefit
hereunder or otherwise from Employer or any member of the Employer Group on and
after the effective date of termination of employment other than (1) unpaid
Base Salary earned to the date of termination of employment (which shall be
paid on Employer’s next scheduled payroll


 


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date), (2) business expense reimbursement
pursuant to Section 3(d), and (3) benefits provided pursuant to Section 3(c),
subject to the terms and conditions applicable thereto. For purposes of this
Section 10, Disability is defined as Employee’s inability to perform the
essential functions of Employee’s duties hereunder for a period of time in
excess of that set forth in Employer’s policies and procedures, as in effect
from time to time, or in excess of a qualified leave pursuant to the Family and
Medical Leave Act or as otherwise required by the Americans with Disabilities
Act, as applicable.  Employee hereby
consents to any examination or to provide or authorize access to any medical
records that may be reasonably required by a licensed physician selected by
Employer in connection with any determination to be made pursuant to this
Section 10.


11.           (a)  Termination by Employer for Cause.  Employer may terminate Employee’s employment
hereunder for Cause (as defined below) at any time.  If Employer terminates Employee’s employment
for Cause, Employee shall have no right to receive any compensation or benefit
hereunder or otherwise from Employer or any member of the Employer Group on and
after the effective date of termination of employment other than (1) unpaid
Base Salary earned to the date of termination of employment (which shall be
paid on Employer’s next scheduled payroll date), (2) business expense
reimbursement pursuant to Section 3(d), and (3) benefits provided pursuant to
Section 3(c), subject to the terms and conditions applicable thereto.  For purposes of this Section 11(a), Cause is
defined as Employee’s (i) failure to abide by Employer’s policies and
procedures, (ii) misconduct, insubordination, or inattention to Employer’s
business, (iii) failure to perform the duties required of Employee up to the
standards established by Employer, or other material breach of this Agreement
(other than as a result of a Disability), or (iv) failure or inability to
satisfy the requirements stated in Section 7 above.


(b)  At Will Termination by
Employer.  Employer may terminate
Employee at will at any time upon fifteen (15) days prior written notice, or,
in the Employer’s sole discretion, the equivalent of two weeks of Base Salary
in lieu of notice.


If Employer terminates Employee at will under this Section 11(b),
Employee shall have no right to receive any compensation or benefit hereunder
or otherwise from Employer or any member of the Employer Group on and after the
effective date of termination of employment other than (1) unpaid Base Salary
earned to the date of termination of employment (which shall be paid on
Employer’s next scheduled payroll date), (2) business expense reimbursement
pursuant to Section 3(d), and (3) benefits provided pursuant to Section 3(c),
subject to the terms and conditions applicable thereto, and (4) twelve (12)
months of Base Salary; provided that severance pay shall not exceed an amount
equivalent to Base Salary from the date of termination to the date this
Agreement would otherwise expire but for earlier termination.


12.                                 Termination by
Employee.  Employee
may terminate Employee’s employment hereunder upon thirty (30) days’ prior
written notice to Employer.  If Employee
shall terminate his employment other than for (a) death, (b) Disability, or (c)
failure of Employer to pay 


 


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                                                Employee’s
compensation when due, Employee shall have no right to receive any compensation
or benefit hereunder or make any other claims against Employer or any member of
the Employer Group on and after the effective date of termination of employment
other than (1) unpaid Base Salary earned to the date of termination of
employment (which shall be paid on Employer’s next scheduled payroll date), (2)
business expense reimbursement pursuant to Section 3(d), and (3) benefits
provided pursuant to Section 3(c), subject to the terms and conditions
applicable thereto.


13.                                 Cooperation
Following Termination. 
Following termination of employment of Employee’s employment hereunder
for any reason, Employee agrees to reasonably cooperate with Employer upon the
reasonable request of Employer and to be reasonably available to Employer with
respect to matters arising out of Employee’s services to any member of the
Employer Group.  Employer shall
reimburse, or at Employee’s request, advance Employee for expenses reasonably
incurred in connection with such matters.


14.                                 Interpretation;
Each Party the Drafter.  Each
of the parties was represented by or had the opportunity to consult with
counsel who either participated in the formulation and documentation of, or was
afforded the opportunity to review and provide comments on, this Agreement.  Accordingly,
this Agreement and the provisions contained in it shall not be construed or
interpreted for or against any party to this agreement because that party
drafted or caused that party’s legal representative to draft any of its
provisions.


15.                                 Indemnification.  Employer shall indemnify Employee to the
fullest extent permitted by Nevada law and the articles of incorporation and
bylaws of the Employer.  Such
indemnification shall include, without limitation, the following:


a.                                       Indemnification Involving Third Party Claims.  Employer shall
indemnify Employee if Employee is a party to or is threatened to be made a
party to or otherwise involved in any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(each a “Claim”), other than a Claim by or in the name of Employer or any
entity in the Employer Group, by reason of the fact that Employee is or was
serving as an employee or agent of Employer or any entity in the Employer Group
(each an “Indemnifiable Event”), against all expenses, including attorneys’
fees, judgments, fines, and amounts paid in settlement (collectively, “Expenses”)
actually and reasonably incurred by Employee in connection with the
investigation, defense, settlement or appeal of such Claim, if Employee either
is not liable pursuant to NRS Section 78.138 or acted in good faith and in a
manner Employee reasonably believed to be in or not opposed to the best
interests of Employer and, in the case of a criminal Claim, in addition had no
reasonable cause to believe that his or her conduct was unlawful.


b.                                      Determination of Appropriateness of Indemnification.  Notwithstanding the
foregoing, the obligations of Employer under this Section 15 shall be subject
to 


 


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                                                the condition that, unless ordered by a court, a
determination shall have been made that indemnification is proper under the
specific circumstances, pursuant to and in accordance with NRS Section 78.751,
as in effect from time to time.


c.                                       Indemnification for Defense Only.  The indemnification
authorized by this Section 15 does not include any actions, suits or
proceedings initiated by Employee against Employer or any entity in the
Employer Group.


d.                                      Settlement of Claims.  Neither Employee nor Employer shall settle
any Claim without the prior written consent of the other (such consent not to
be unreasonably withheld or delayed).


16.                                 Severability.  If any provision hereof is unenforceable,
illegal or invalid for any reason whatsoever, such fact shall not affect the
remaining provisions hereof, except in the event a law or court decision,
whether on application for declaration, or preliminary injunction or upon final
judgment, declares one or more of the provisions of this Agreement that impose
restrictions on Employee unenforceable or invalid because of the geographic
scope or time duration of such restriction.  In such event, Employer shall have the option
to deem the invalidated restrictions retroactively modified to provide for the
maximum geographic scope and time duration that would make such provisions
enforceable and valid.


Exercise
of this option shall not affect Employer’s right to seek damages or such
additional relief as may be allowed by law in respect to any breach by Employee
of the enforceable provisions of this Agreement.


17.                                 Survival.  Notwithstanding anything in this Agreement to
the contrary, to the extent applicable, Sections 8 through and including
Section 17 shall survive the termination of this Agreement.


18.                                 Notice.  For purposes of this Agreement, notices and
all other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given (i)
when personally delivered, (ii) the business day following the day when
deposited with a reputable and established overnight express courier (charges
prepaid), or (iii) five (5) days following mailing by certified or registered
mail, postage prepaid and return receipt requested.  Unless
another address is specified, notices shall be sent to the addresses indicated
below:


To Employer:




Mr. Michael V. Mecca


OpBiz, LLC


3667 Las Vegas Blvd. South


Las Vegas, NV 89109


 


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To Employee:


 


_________________________


_________________________


_________________________


_________________________


 


or
to such other address as either party shall have furnished to the other in
writing in accordance herewith.


19.                                 Tax Withholding.  Notwithstanding any other provision of this
Agreement, Employer may withhold from any amounts payable under this Agreement,
or any other benefits received pursuant hereto, such Federal, state, local and
other taxes as shall be required to be withheld under any applicable law or
regulation.


20.                                 Dispute
Resolution.


a.                                       Any dispute, claim or controversy arising from or related in
any way to this Agreement or the interpretation, application, breach,
termination or validity thereof, including any claim of inducement of this
Agreement by fraud, or arising from or related in any way to Employee’s
employment with Employer will be submitted for final resolution by private
arbitration before a single arbitrator and in accordance with the National
Rules for the Resolution of Employment Disputes and practices then in effect
of, the American Arbitration Association, or any successors thereto (“AAA”),
except where those rules conflict with these provisions, in which case these
provisions control; provided, however, that Employer shall have the right to
seek in court equitable relief, including a temporary restraining order,
preliminary or permanent injunction or an injunction in aid of arbitration, to
enforce its rights set forth in Section 8. 
The arbitration will be held in Las Vegas, Nevada.


b.                                      Giving recognition to the understanding of the parties hereto
that they contemplate reasonable discovery, including document demands and
depositions, the arbitrator shall provide for discovery in accordance with the
Nevada Rules of Civil Procedure as reasonably applicable to this private
arbitration.


c.                                       To the extent possible, the arbitration hearings and award
will be maintained in confidence, except as may be required by law or for the
purpose of enforcement of an arbitral award.


d.                                      Each party shall bear its own attorney’s fees, costs and
expenses incurred in connection with arbitration proceedings pursuant to this
Agreement to arbitrate.  The fees, costs,
and expenses of the arbitrators and related expenses shall be paid 


 


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                                                by the Employer up to a maximum of $5,000.  Any fees, costs and expenses of the
arbitrators shall thereafter be shared equally between Employer, on one hand,
and Employee on the other hand.


e.                                       Each party hereto waives, to the fullest extent permitted by
law, any claim to punitive or exemplary or liquidated or multiplied damages
from the other.


21.                                 No Waiver of
Breach or Remedies.  No failure
or delay on the part of Employer or Employee in exercising any right, power or
remedy hereunder shall operate as a waiver thereof nor shall any single or
partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy
hereunder.  The remedies herein provided
are cumulative and not exclusive of any remedies provided by law.


22.                                 Amendment or
Modification.  No
amendment, modification, termination or waiver of any provision of this
Agreement shall be effective unless the same shall be in writing and signed by
an officer of Employer (other than Employee), and Employee, nor consent to any
departure by the Employee from any of the terms of this Agreement shall be
effective unless the same is signed by an officer of Employer (other than
Employee).  Any such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.


23.                                 Governing Law;
Venue.  The laws of the State of
Nevada shall govern the validity, construction, and interpretation of this
Agreement, without regard to conflict of law principles.  Each party irrevocably submits to the
exclusive jurisdiction of the courts of the State of Nevada located in Clark
County in any action, suit or proceeding arising out of or relating to this
Agreement or any matters contemplated hereby, and agrees that any such action,
suit or proceeding shall be brought only in such court.


24.                                 Headings.  The headings in this Agreement have been
included solely for convenience of reference and shall not be considered in the
interpretation or construction of this Agreement.


25.                                 Assign­ment.  This Agreement is personal to Employee and
may not be assigned by Employee.


26.                                 Prior
Agreements.  This
Agreement shall supersede and replace any and all other prior discussions and
negotiations as well as any and all agreements and arrangements that may have
been entered into by and between Employer or any predecessor thereof, on the
one hand, and Employee, on the other hand, relating to the subject matter
hereof.  Employee acknowledges that all
rights under such prior agreements and arrangements shall be extinguished.


 


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                IN WITNESS WHEREOF, Employer and
Employee have entered into this Agreement in Las Vegas, Nevada, as of the date
first written above.


 


 


	
   

  	
  “EMPLOYEE”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
  “EMPLOYER”

  
	
   

  	
  OPBIZ, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
  Title

  
				



 


 


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