Unassociated Document


    
      EMPLOYMENT
        AGREEMENT

       

      EMPLOYMENT
        AGREEMENT, effective as of November 6th
        ___,
        2007 (this “Agreement”),
        between Craig Moody, an individual residing at _C/O Content Partners 10877
        Wilshire Blvd. Suite 603, Los Angeles, CA 90024_______________________________
        (“CM”), and North Coast Partners, Inc., of 909 Logan Street, Suite 7J, Denver,
        Colorado 80203, a Delaware corporation (the “Company”).

       

      W
        I T N E S S E T H :

       

      WHEREAS,
        the Company and the Board of Directors of the Company desire to memorialize
        the
        employment of CM on a full-time basis as its Chief Executive Officer and
        the
        Executive desires to accept such employment subject to the terms and conditions
        set forth in this Agreement.

       

      NOW,
        THEREFORE, in consideration of the mutual agreements and covenants set forth
        herein, the parties hereto agree as follows:

       

      ARTICLE
        I

      POSITION;
        DUTIES; TERM

       

      1.1 Position.
        The
        Company hereby employs CM as the Chief Executive Officer of the Company,
        which
        employment the Executive hereby accepts, all in the capacity and on the terms
        and conditions hereinafter set forth. 

       

      1.2 Duties.
        

      


      (a)
        During the Term (as defined below), the Executive shall be a full-time employee
        of the Company, all under and subject to the direction of the Board of Directors
        of the Company (the “Board”).
        

      


      (c) In
        his
        capacity as Chief Executive Officer, CM shall be the senior officer of the
        Company with principal responsibility for the operations of the Company and
        shall perform such duties for the Company as are consistent with the foregoing,
        including without limitation, conducting market research and assessing
        competitive environment to identify business opportunities, developing and
        expanding clientele base for Company’s offering of technologies, products and
        services, preparing and obtaining approval from the Board; preparing the
        Company’s annual budget and plan, reviewing current market growth, distribution
        and sales strategies, proposing and developing revenue models, growth strategies
        and plans of action, preparing and managing growth forecast and presenting
        findings to Board.

      


      (d)
         The
        services to be performed by CM shall be commensurate with the position of
        CM as
        the Chief Executive Officer of the Company. In this connection, during the
        Term
        (i) CM shall not render services to or for any other person, firm, corporation
        or business in this capacity and (ii) shall have no interest directly or
        indirectly in any other person, firm, corporation or business whose business
        competitive with the business of the Company; provided,
        however,
        CM may
        own, directly or indirectly, solely as an investment, securities of any entity
        which are traded on any national securities exchange or which are admitted
        to
        quotation on The NASDAQ Stock Market Inc. if CM (a) is not a controlling
        person
        of, or a member of a group which controls, such entity and (b) does not,
        directly or indirectly, own one percent or more of any class of securities
        of
        such entity. Notwithstanding the foregoing, so long as it does not interfere
        with his full time employment hereunder, CM may attend to outside investments
        and serve as a director, trustee or officer of or otherwise participate in
        companies, charitable and civic organizations and serve as director of
        corporations whose business is unrelated to the business of the Company and
        continue to pursue his other business interests.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      1.3 Term.
        The
        term of employment shall commence as of the date set forth above and shall
        continue until this Agreement is terminated in accordance with the terms
        hereof
        (the “Term”).
        Notwithstanding anything contained herein to the contrary, CM can terminate
        his
        employment hereunder at any time hereafter upon sending written notice of
        termination to the Company at least sixty (60) days prior to the
        termination.

       

      ARTICLE
        II

      COMPENSATION

      


      2.1 Compensation.
        The
        Company hereby grants CM Six Hundred Thousand (600,000) common shares in
        the
        capital of the Company which are restricted securities pursuant to Rule 144
        of
        the Rules and Regulations promulgated under the Securities Act of 1933 as
        amended as his compensation for acting as Chief Executive Officer of the
        Company
        (“Company Shares”). Two weeks after completion of any future financing
        undertaken by the Company for $3 to $5 million should the Company choose
        to
        pursue financing, CM shall receive an additional compensation in the form
        of
        annual salary of $240,000 payable in equal monthly installments of $20,000
        per
        month, or in such other manner as the parties shall mutually agree, subject
        to
        withholding for applicable taxes. The annual salary shall be subject to an
        annual increase at the discretion of the Board.

       

      ARTICLE
        III

      BENEFITS

      


      3.1 Business
        Expenses The
        Company, upon presentation by CM of appropriate documentation, shall reimburse
        CM for all reasonable and necessary business expenses incurred by CM in
        connection with the performance of his duties under this Agreement provided
        that
        no single expense amount is in excess of $3,000 a month supported by appropriate
        documentation shall require a prior approval from the Company. Such
        reimbursement shall be paid to CM within five (5) business days
        thereafter.

      


      3.2 Additional
        Benefits. 
        CM shall
        be entitled to participate in any pension or profit sharing plans, group
        health,
        accident or life insurance plans, group medical and hospitalization plan,
        and
        other similar benefits as may be available to the Executives of the Company.
        CM
        shall assist the Company in adopting the proper plans for the
        Company.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      ARTICLE
        IV

      TERMINATION

      


      4.1
        Termination
        without Cause.
        CM's
        employment hereunder may be terminated by the Company without Cause at any
        time.
        If the Company terminates CM without cause, the Company shall pay CM the
        compensation due to CM through the date of termination in the form of cash,
        and
        cash equal to 3 month compensation, and Company Shares which shall be pro-rated
        at a rate of 25,000 shares per month.

      


      4.2
        Termination
        with Cause.
        CM's
        employment hereunder may be terminated by the Company for Cause (hereafter
        defined) at any time upon notice from the Company to CM. For purposes hereof,
        “Cause”
shall
        mean any one of the following: (i) willful and continuing disregard of his
        job
        responsibilities or material breach by CM of this Agreement, which continues
        for
        10 days after delivery to CM of notice thereof or (ii) fraud, embezzlement,
        conviction of a felony or serious crime, violation of ethics code or other
        serious misconduct. If CM’s employment is terminated by the Company for Cause or
        by CM for any reason, including without limitation, CMs death or disability,
        the
        Company shall pay CM or his heirs or personal representatives the compensation
        accrued through the date of termination. 

       

      ARTICLE
        V

      REPRESENTATION;
        NON-COMPETITION; CONFIDENTIALITY

      


      5.1 Representation
        of CM.
        CM
        represents that CM’s execution of this Agreement and the performance of his
        duties required hereunder will neither be a breach of any other employment
        or
        other agreement nor a breach of any non-competition or similar
        agreement.

      


      5.2 Non-Competition.
        (a) CM
        agrees that during the Term and for the period of one (1) year thereafter,
        he
        will not engage, directly or directly, either as principal, agent, consultant,
        proprietor, creditor, stockholder, director, officer or employee, or participate
        in the ownership, management, operation or control of any business which
        directly or indirectly competes with the business of the Company. CM
        acknowledges and agrees that the current market for the Company's business
        extends throughout the world and that it is therefore reasonable to prohibit
        CM
        from competing with the Company anywhere in such territory. This Section
        shall
        not apply to CM’s ownership of less than five percent (5%) of the capital stock
        of a company having a class of capital stock which is traded on any national
        stock exchange or on the over-the-counter market.

      


      (b) During
        the Term and for the period of one (1) year thereafter, CM agrees that he
        will
        not, directly or indirectly, (i) solicit, divert or recruit or encourage
        any of
        the employees of the Company, or any person who was an employee of the Company
        during the Term, to leave the employ of the Company or terminate or alter
        their
        contractual relationship in a way that is adverse to the Company's interests,
        (ii) solicit or divert business from the Company, or assist any person or
        entity
        in doing so or attempting to do so or (iii) cause or seek to cause any person
        or
        entity to refrain from dealing or doing business with the Company or assist
        any
        person or entity in doing so or attempting to do so.

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      5.3 Confidential
        Information.
        (a) CM
        agrees that he shall hold in strict confidence and shall not at any time
        during
        or after his employment with the Company, directly or indirectly, (i) reveal,
        report, publicize, disclose, or transfer any Confidential Information (as
        described below) or any part thereof to any person or entity, (ii) use any
        of
        the Confidential Information or any part thereof for any purpose other than
        in
        the course of his duties on behalf of the Company, or (iii) assist any person
        or
        entity other than the Company to secure any benefit from the Confidential
        Information or any part thereof. All Confidential Information (regardless
        of the
        medium retained) and all abstracts, summaries or writings based upon or
        reflecting any Confidential Information in CM's possession shall be delivered
        by
        CM to the Company upon request therefor by the Company or automatically upon
        the
        expiration of the Term or termination of this Agreement.

       

      (b) For
        purposes of this Agreement, "Confidential
        Information"
        shall
        mean any information relating to the business, operations, affairs, assets
        or
        condition (financial or otherwise) of the Company which is not generally
        known
        by non-company personnel, or is proprietary or in any way constitutes a trade
        secret (regardless of the medium in which information is maintained) which
        CM
        develops or which CM obtains knowledge of or access to through or as a result
        of
        CM’s relationship with the Company. Confidential Information specifically
        includes, without limitation, business and marketing plans, financings, cost
        and
        pricing information, supplier information, all source code, system and user
        documentation, and other technical documentation pertaining to the hardware
        and
        software programs of the Company, including any proposed design and
        specifications for future products and products in development, and all other
        technical and business information considered confidential by the Company.
        Confidential Information shall not include any information that is generally
        publicly available or otherwise in the public domain other than as a result
        of a
        breach by CM of his obligations hereunder. For purposes of this Agreement,
        information shall not be deemed Confidential Information if (i) such information
        is available from public sources, (ii) such information is received from
        a third
        party not under an obligation to keep such information confidential, or (iii)
        CM
        can conclusively demonstrate that such information had been independently
        developed by CM.

      


      5.4 Remedies. CM
        agrees
        and acknowledges that the foregoing restrictions and the duration and the
        territorial scope thereof as set forth in this Sections 5.2 and 5.3 are under
        all of the circumstances reasonable and necessary for the protection of the
        Company and its business. In the event that CM shall breach any of the
        provisions of Sections 5.2 or 5.3, in addition to and without limiting or
        waiving any other remedies available to the Company, at law or in equity,
        the
        Company shall be entitled to immediate injunctive relief in any court, domestic
        or foreign, having the capacity to grant such relief, to restrain any such
        breach or threatened breach and to enforce the provision of this Agreement.
        

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      ARTICLE
        VI

      MISCELLANEOUS

      


      6.1 Entire
        Agreement.
        This
        Agreement constitutes the entire understanding between the Company and CM
        with
        respect to the subject matter hereof and supersedes any and all previous
        agreements or understandings between CM and the Company concerning the subject
        matter hereof, all of which are merged herein.

      


      6.2 Mutual
        Indemnity.
        CM and
        the Company agree to indemnify and hold harmless each other, (and in the
        case of
        the Company, its directors, officers, representatives, consultants, advisors,
        successors and assigns), against any loss, liability, claim, damage and expense
        whatsoever (including but not limited to any and all expenses reasonably
        incurred in preparation of litigation, claim and legal fees and expenses)
        arising out of or based upon any false representation or warranty or breach
        or
        failure by the other party to comply with any agreement made
        herein.

      


      6.3 Successors.
        This
        Agreement shall be binding upon and inure to the benefit of CM and his heirs
        and
        personal representatives, and the Company and its successors and
        assigns.

      


      6.4 Notices.
        All
        notices and other communications required or permitted hereunder shall be
        delivered personally, sent via facsimile, certified or registered mail, return
        receipt requested, or next day express mail or overnight, nationally recognized
        courier, postage prepaid with proof of receipt, to the address or telephone
        number (in the case of facsimile) set forth above. Such addresses and/or
        telephone numbers may be changed by notice given in the manner provided herein.
        Any such notice shall be deemed given (i) when delivered if delivered
        personally, (ii) the day after deposit with the express or courier service
        when
        sent by next day express mail or courier, (iii) five (5) days after deposit
        with
        the postal service when sent by certified or registered mail, or (iv) when
        sent
        over a facsimile system with answer back response set forth on the sender's
        copy
        of the document.

      


      6.5 Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Delaware, without regard to choice of law principles.

      


      6.6 Amendment
        and Modification.
        This
        Agreement may be amended, modified or supplemented only by written agreement
        executed by the Company and CM.

      


      6.7 Headings.
        The
        section headings herein are inserted for the convenience of the parties only
        and
        are not to be construed as part of the terms of this Agreement or to be taken
        into account in the construction or interpretation of this
        Agreement.

      


      6.8 Counterparts.
        This
        Agreement may be executed in counterparts and by facsimile, each of which
        shall
        be deemed to be an original but both of which together will constitute one
        and
        the same instrument.

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have entered into this Agreement as of the day
        and
        year first above written.

       

      


      
        	 	
                NORTH
                  COAST PARTNERS, INC.

              
	 	 
	 	 
	 	
                By:
                  /s/ Robert
                  Montesano                                    
                  

              
	 	
                Name:
                  Robert Montesano

              
	 	
                Title:
                  Director

              


      

      
 

      
        	
                /s/
                  Alexander J.
                  Sarnoff                          
                  

              	
                /s/
                  Craig
                  Moody                                                      
                  

              
	
                In
                  the presence of:

              	
                CRAIG
                  MOODY

              
	
                Witness:
                  Alexander J. Sarnoff

              	 


      

       

       

       

       

      
        
          
          

        

        
          6