exhibit_10-2.htm


    
      

    
EXHIBIT
    10.2

    EMPLOYMENT
      AGREEMENT

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

    


       THIS
      AGREEMENT entered into and effective August 01, 2007, in Broward County,
      Florida, by and between Secured Financial Network, Inc., (SFNL) a Nevada
      corporation with corporate offices at 100 NE Third Avenue, Suite 1500, Ft.
      Lauderdale, FL 33301. (hereinafter referred to as "Employer") and Michael Fasci,
      an individual, residing at 113 County Road, East Freetown, MA 02717,
      (hereinafter referred to as "Employee"); (hereinafter sometimes collectively
      referred to as “Parties” or singularly as “party”).

    


       WHEREAS,
      SFNL is a financial services company specializing electronic
      transactions.

    


       WHEREAS,
      incident to the performance of Employee's duties for Employer, Employee will
      occupy a position of trust and confidence and will be given access to
      proprietary and confidential and privileged information regarding the business,
      operations, assets and trade secrets of Employer, including but not limited
      to,
      access to vendor identity, pricing, sales techniques, customer identification,
      contact with customers and potential customers and the like;

    


       WHEREAS,
      Employee understands and acknowledges that Employer has expended and will
      continue to expend substantial amounts of time and money to develop Employer’s
      unique manner of offering these products and services, as well as advertising,
      distribution and other relationships in furtherance of its unique marketing
      approach, which techniques and information Employee agrees constitute trade
      secrets, the sole property of Employer;

    


       WHEREAS,
      Employee seeks the opportunity to be employed by Employer, and Employer is
      willing to employ Employee, on the terms, covenants, and conditions set forth
      in
      this agreement;

    


       WHEREAS,
      Employee acknowledges that the business which employer is engaged is and/or
      may
      be subject to extensive governmental or other rules or regulations;
      and

    


       NOW
      THEREFORE, in consideration of the mutual covenants and promises of the parties,
      and for other good and valuable consideration, the sufficiency of which is
      hereby acknowledged, Employer and Employee covenant and agree as
      follows:

    


    


    


    


     

     

    
 

     

     

    


    
      
        
          
            
              	 EMPLOYER:___   EMPLOYEE:___	
                       PAGE
                        1 OF 10

                    


            

          

        

        
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    Michael E Fasci - Employment Agreement  -
      continued


     

    NATURE
      OF
      EMPLOYMENT

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

    1.              Employer
      does hire and employ Employee as the Chief Financial Officer (CFO) of Employer
      and Employee does accept and agree to such hiring and employment. Subject to
      the
      supervision and pursuant to the orders, advice, and directions of Employer,
      Employee shall act subject to the direction and control of the board of
      directors, have general supervision, direction and control of the financial
      affairs of the Employer, and shall perform such other duties as are customarily
      performed by one holding such position in other similar businesses or
      enterprises as that engaged in by Employer, and shall also additionally render
      such other and unrelated services and duties as may be assigned to Employee
      from
      time to time by Employer.

    


    2.              Employee
      agrees to follow the terms, rules and regulations established for publicly
      traded companies or other federal, state and governmental authorities
      establishing the same or similar guidelines unless otherwise
      notified.

    


    MANNER
      OF
      PERFORMANCE OF EMPLOYEE'S DUTIES

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

    3.              Employee
      agrees to perform, at all times faithfully, industriously, and to the best
      of
      his ability, experience, and talent, all of the duties that may be required
      of
      and from him pursuant to the express and implicit terms of this Agreement,
      to
      the satisfaction of Employer. Such duties shall be rendered at 113 County Road,
      East Freetown, MA 02717 and at such other place or places as Employer shall
      in
      good faith require or as the interests, needs, business, and opportunities
      of
      Employer shall require or make advisable.

    


    DURATION
      OF EMPLOYMENT

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

    4.              The
      term of this Agreement shall be for a period of one year, commencing on August
      1, 2007, subject, however, to prior termination as provided below:

    


                         PAYMENT
      AND REIMBURSEMENT

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

    5.              Employer
      shall pay Employee and Employee agrees to accept from Employer, in full payment
      for Employee's services under this Agreement, compensation as
      follows:

    


    
      	
            	
              A.

            	
              Base
                annual gross salary of $72,000 per year payable in twelve installments
                on
                the last day of every month during the term hereof, less applicable
                federal and state deductions.

            


    

            

    
      	
            	
              B.

            	
              As
                additional consideration to enter into this agreement, the Employer
                agrees
                to issue a stock bonus upon the execution of this agreement in the
                amount
                of 500,000 Rule 144 restricted shares of the
                Company

            

    

    
      	
            	
              C.

            	
              A
                $300 per month car allowance shall be paid to the
                Employee.

            


    

     

     

     

     

     

     

     

    


    


     


    
      
        
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    Michael E Fasci - Employment Agreement  -
      continued

    
 

    6.              Employer
      shall provide medical, dental and ophthalmic benefits to Employee and family
      pursuant to the same plans or programs presently and/or offered to its employees
      subject to the general eligibility and participation provisions set forth in
      such plans or programs, as offered by the employer from time to
      time.

    


    7.              Employee
      shall be distributed stock and given the option to purchase stock as herein
      provided.

     

    No
      Stock
      Option provisions are included in this agreement.

    


    8.              Employee
      shall be entitled to four (4) weeks paid vacation during each twelve-month
      period of the term hereof, to be taken at such times as Employer and Employee
      shall mutually determine and provided that no vacation time shall materially
      interfere with the duties which Employee is required to render hereunder.
      Vacation time “may” be carried over from one twelve month period to a succeeding
      twelve-month period.

    


    10.              Employee
      shall be entitled to three months severance pay, medical insurance benefits
      and
      car allowance for each year of service if Employee's employment is terminated
      during the term hereof except (a) during the probationary period described
      below
      or (b) if Employee is terminated for cause.

    


    11.              Notwithstanding
      anything to be contrary in this Agreement, Employee shall not be subject
      to a probationary period. Employer may terminate Employee's employment at any
      time during the probationary period, in which event this Agreement shall be
      deemed terminated and Employer shall have no further liability
      hereunder.

    


    TERMINATION

    -----------

    12.              Notwithstanding
      anything in this Agreement to the contrary, Employer has the option to terminate
      this Agreement in the event that during its term Employee shall become
      permanently disabled as the term permanently disabled is defined below in which
      event Employer shall have no further liability hereunder except as
      follows

    


    13.              Such
      option shall be exercised by Employer giving notice to Employee by registered
      mail, addressed to him in care of Employer at 100 NE Third Avenue, Suite 1500,
      Ft. Lauderdale, FL 33301, or at such other address as Employee shall designate
      in writing, of its intention to terminate this Agreement on the last day of
      the
      month during which such notice is mailed, and on the giving of such notice
      this
      Agreement and the term of this Agreement come to an end on the last day of
      the
      month in which the notice is mailed, with the same force and effect as if that
      day were originally set forth as the termination date.

    


    14.              For
      the purposes of this Agreement, the term "any year of the term of this
      Agreement" is defined to mean any period of 12 calendar months commencing on
      the
      1st day of August, 2007 and terminating on the 31st day of July, of the
      following year during the term of this Agreement.

    


    


    


     

     

     

     

     


    
      
        
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    Michael E Fasci - Employment Agreement  -
      continued

    
 

    15.              For
      the purposes of this Agreement, Employee shall be deemed to have become
      permanently disabled if, during any year of the term of this Agreement, because
      of ill health, physical or mental disability, or for other causes beyond his
      control, he shall have been continuously unable or unwilling or have failed
      to
      perform his duties under this contract for 30 consecutive days, or if, during
      any year of the term of this Agreement, he shall have been unable or unwilling
      or have failed to perform his duties for a total period of 15 days, either
      consecutive or not.

    


    16.              Death:
      In the event of Employee's death during the term hereof, this Agreement and
      all
      of Employee's rights hereunder shall be deemed terminated except that Employer
      shall pay to Employee's estate any unpaid base salary and car allowance through
      the date of Employee's death along with two months severance pay, an amount
      equal to compensation for unused vacation days that have accumulated during
      the
      twelve month period in which the termination occurs, and the right to exercise
      stock options on behalf of the deceased as pertains to Section 7
      herein.

    


    17.              Notwithstanding
      anything in this Agreement to the contrary, in the event that Employer shall
      discontinue operating its business then this Agreement will terminate as of
      the
      last day of the month in which Employer ceases operations at Sealant Solutions,
      Inc. with the same force and effect as if that day were originally set forth as
      the termination date of this Agreement and neither party shall have any further
      liability hereunder

    


    18.              Employer
      shall at all times have the right, upon written notice to Employee to terminate
      Employee's employment hereunder, for cause. For purposes of this Agreement,
      the
      term "cause" shall mean:

     

    
      	
            	
              A.

            	
              an
                action or omission of the Employee which constitutes a willful
                and material breach of this Agreement which is not cured
                within ten (10) days after receipt by the Employee of written
                notice of same or, if such breach is not capable of cure
                within such ten (10) day period, if the Employee has not commenced
                diligently to cure such breach in the shortest time possible;

            


    

    

      	
            	
              B.

            	
              fraud,
                embezzlement, misappropriation of funds or breach of trust
                in connection with his services
                hereunder;

            


    

     

    
      	
            	
              C.

            	
              conviction
                of any crime which involves dishonesty or a breach of
                trust;

            


    

     

    
      	
            	
              D.

            	
              negligence
                in connection with the performance of the Employee's
                duties hereunder; or

            


    

     

    
      	
            	
              E.

            	
              
                the
                  material and willful or knowing failure or refusal (other  than
                  as a result of a disability) by Employee to perform his duties
                  hereunder.
                  Upon and termination pursuant to this Section, Employer
                  shall have no further liability
                  hereunder.

              

            




    
       

       

       

       

       

       

    

     


    
      
        
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    Michael E Fasci - Employment Agreement  -
      continued

    
 

    19.              In
      the event Employee resigns from his employment during the term hereof, Employee
      may exercise his stock options proportionately to his term of employment, if
      such options exist.  Otherwise, Employer shall have no further
      liability hereunder.

    


    DEVOTION
      BY EMPLOYEE OF FULL TIME TO BUSINESS

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

    20.              Employee
      shall not be required to devote all his time, attention, knowledge, and skill
      solely and exclusively to the business and interest of Employer, and Employer
      shall not be entitled to all of the benefits, emoluments, profits, or other
      issues arising from or incident to any and all work, services, and advice of
      Employee, and Employee expressly agrees that during the term of this Agreement
      he will not be interested, directly or indirectly, in any form, fashion, or
      manner, as partner, officer, director, stockholder, advisor, employee, or in
      any
      other form or capacity, in any other business similar to Employer’s business or
      any allied trade.

    


    RESTRICTIVE
      COVENANTS

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

    21.              At
      all times while Employee is employed by Employer, and for a two year period
      after the termination of Employee's employment with Employer for any reason,
      the
      Employee shall not, directly or indirectly, engage in or have any interest
      in
      any sole proprietorship, partnership, corporation or business or any other
      person or entity (whether as an employee, officer, director, partner, agent,
      security holder, creditor, consultant or otherwise) that directly or indirectly
      (or through any affiliated entity) engages in competition with Employer (or
      any
      entity which controls, is under common control with or is controlled by
      Employer).

    


    22.              Employee
      shall not at any time divulge, communicate, use to the detriment of Employer
      or
      for the benefit of any other person or persons, or misuse in any way, any
      confidential information (as hereinafter defined) pertaining to the business
      of
      Employer.

    


    23.              Any
      confidential information or data now or hereafter acquired by Employee with
      respect to the business of Employer (which shall include, but not be limited
      to,
      information concerning Employer=sfinancial condition, prospects, technology,
      customers, suppliers,sources of leads and methods of doing business) shall
      be
      deemed a valuable, special and unique asset of Employee that is received by
      employee in confidence and as a fiduciary, and Employee shall remain a fiduciary
      to Employer with respect to all of such information.

    


    24.              For
      purposes of this Agreement, "confidential information" means information
      disclosed to Employee or known by Employee as a consequence of or through his
      employment by Employer (including information conceived, originated, discovered
      or developed by Employer) prior to or after the date hereof, and not generally
      known, about Employer or its business. Notwithstanding the foregoing, nothing
      herein shall be deemed to restrict Employee from disclosing confidential
      information to the extent required by law.

     

     

     

     

     

     

    
 

     


    
      
        
          	 EMPLOYER:___   EMPLOYEE:___	
                   PAGE 5
                    OF 10

                


        

      

      
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    Michael E Fasci - Employment Agreement  -
      continued

     

    25.              All
      copyrights, patents, trade secrets, or other intellectual property rights
      associated with any ideas, concepts, techniques, inventions, processes, or
      works
      of authorship developed or created by Employee during the course of performing
      work for Employer or its clients (collectively, the "work product") shall belong
      exclusively to Employer and shall, to the extent possible, be considered a
      work
      made by Employee for hire for Employer with the meaning of Title 17 of the
      United States Code. To the extent the work product may not be considered work
      made by Employee for hire for Employer, Employee agrees to assign, and
      automatically assign at the time of creation of the work product, without any
      requirement of further consideration, any right, title, or interest that
      Employee may have in such work product. Upon the request of Employer, Employee
      shall take such further actions, including execution and delivery of instruments
      of conveyance, as may be appropriate to give full and proper effect to such
      assignment.

    


    26.              All
      books, records, and accounts relating in any manner to the customers or clients
      of Employer, whether prepared by Employee or otherwise coming into Employee's
      possession, shall be the exclusive property of Employer and shall be returned
      immediately to Employer on termination of Employee's employment hereunder or
      on
      Employer’s request at any time.

    


    27.              Solely
      for purposes of this Section, the term "Employer" also shall include any
      existing or future subsidiaries of Employer that are operating during the time
      periods described herein and any other entities that directly or indirectly,
      through one or more intermediaries, control, are controlled by or are under
      common control with Employer during the periods described herein.

    


    28.              Employee
      acknowledges and confirms that (a) the restrictive covenants contained in this
      Section are reasonably necessary to protect the legitimate business interests
      of
      Employer, and (b) the restrictions contained in this Section (including without
      limitation the length of the term of the provisions of this Section) are not
      overbroad, overlong, or unfair and are not the result of overreaching, duress
      or
      coercion of any kind. Employee acknowledges and confirms that his special
      knowledge of the business of Employee is such as would cause Employer serious
      injury or loss if he were to use such ability and knowledge to the benefit
      of a
      competitor or were to compete with the Employer in violation of the terms of
      this Employee further acknowledges that the restrictions contained in this
      Section are intended to be, and shall be, for the benefit of and shall be
      enforceable by, Employer=s successors and assigns.

    


    29.              In
      the event that a court of competent jurisdiction shall determine that any
      provision of this Section is invalid or more restrictive as permitted under
      the
      governing law of such jurisdiction, then only as to enforcement of this Section
      within the jurisdiction of such court, such provision shall be interpreted
      and
      enforced as if it provided for the maximum restriction permitted under such
      governing law.

    


     

     

     

     

    
 


    
      
        
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    Michael E Fasci - Employment Agreement  -
      continued

    
 

    30.              If
      Employee shall be in violation of any provision of this Section, then each
      time
      limitation set forth in this Section shall be extended for a period of time
      equal to the period of time during which such violation or violations occur.
      If
      Employer seeks injunctive relief from such violation in any court, then the
      covenants set forth in this Section shall be extended for a period of time
      equal
      to the pendency of such proceeding including all appeals by
      Employee.

    


    31.              It
      is recognized and hereby acknowledged by the parties hereto that a breach by
      Employee of any of the covenants contained in Section of this Agreement will
      cause irreparable harm and damage to Employer, the monetary amount of which
      may
      be virtually impossible to ascertain. As a result, Employee recognizes and
      hereby acknowledges that Employer shall be entitled to an injunction from any
      court of competent jurisdiction enjoining and restraining any violation of
      any
      or all of the covenants contained in Section of this Agreement by Employee
      or
      any of his affiliates, associates, partners or agents, either directly or
      indirectly, and that such right to injunction shall be cumulative and in
      addition to whatever other remedies Employer may possess.

    


    ARBITRATION

    -----------

    32.              Any
      dispute or controversy arising under or in connection with this Agreement shall
      be settled exclusively by arbitration in Bristol County, MA in accordance with
      the Rules of the American Arbitration Association then in effect (except to
      the
      extent that the procedures outlined below differ from such rules). Within thirty
      (30) days after written notice by either party has been given that a dispute
      exists and that arbitration is required, each party must select an arbitrator
      and those two arbitrators shall promptly, but in no event later than thirty
      (30)
      days after their selection, select a third arbitrator. The parties agree to
      act
      as expeditiously as possible to select arbitrators and conclude the dispute.
      The
      selected arbitrators must render their decision in writing. The cost and
      expenses of the arbitration and of enforcement of any award in any court shall
      be borne by the losing party. If advances are required, each party will advance
      one-half of the estimated fees and expenses of the arbitrators. Judgment may
      be
      entered on the arbitrators= award in any court having jurisdiction. Although
      arbitration is contemplated to resolve disputes hereunder, either party may
      proceed to court to obtain an injunction to protect its rights hereunder, the
      parties agreeing that either could suffer irreparable harm by reason of any
      breach of this Agreement. Pursuit of an injunction shall not impair arbitration
      of all remaining issues.

    


    ASSIGNMENT

    ----------

    33.              Employee
      shall not have the right to assign or delegate his rights or obligations
      hereunder, or any portion thereof, to any other person.

    


    


    


    


    


     

     

     

    


    
      
        
          
            	 EMPLOYER:___   EMPLOYEE:___	
                     PAGE 7
                      OF 10

                  


          

        

        
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    Michael E Fasci - Employment Agreement  -
      continued


                            

    GOVERNING
      LAW

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

    34.              This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Massachusetts without regard to its conflict of laws principles to
      the
      extent that such principles would require the application of laws other than
      the
      laws of the State of Massachusetts. Venue for any action brought hereunder
      shall
      be in Bristol County, Massachusetts and the parties hereto waive any claim
      that
      such forum is inconvenient.

    


    ENTIRE
      AGREEMENT

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

    35.              This
      Agreement constitutes the entire agreement between the parties hereto with
      respect to the subject matter hereof and, upon its effectiveness, shall
      supersede all prior agreements, understandings and arrangements, both oral
      and
      written, between Employee and Employer (or any of its affiliates) with respect
      to such subject matter. This Agreement may not be modified in any way unless
      by
      a written instrument signed by both parties.

    


    NOTICES

    -------

    36.              All
      notices required or permitted to be given hereunder shall be in writing and
      shall be personally delivered by courier, sent by registered or certified mail,
      return receipt requested or sent by confirmed facsimile transmission addressed
      as set forth herein. Notices personally delivered, sent by facsimile or sent
      by
      overnight courier shall be deemed given on the date of delivery and notices
      mailed in accordance with the foregoing shall be deemed given upon the earlier
      of receipt by the addressee, as evidenced by the return receipt thereof, or
      three (3) days after deposit in the U.S. mail. Notice shall be
      sent  (i) if to Employer, addressed to 100 NE Third Avenue, Suite
      1500, Ft. Lauderdale, FL 33301 and (ii) if to Employee, to his address as
      reflected on the payroll records of the Employer, or to such other address
      as
      either party hereto may from time to time give notice of to the
      other.

    


    BENEFITS;
      BINDING EFFECT

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

    37.              This
      Agreement shall be for the benefit of and binding upon the parties hereto and
      their respective heirs, personal representatives, legal representatives,
      successors and, where applicable, assigns, including, without limitation, any
      successor to Employer, whether by merger, consolidation, sale of stock, sale
      of
      assets or otherwise.

    


    


    


    


    


    


    


    


    


    


    


     


    
      
        
          	 EMPLOYER:___   EMPLOYEE:___	
                   PAGE 8
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    Michael E Fasci - Employment Agreement  -
      continued

    
SEVERABILITY

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

    38.              The
      invalidity of any one or more of the words, phrases, sentences, clauses or
      sections contained in this Agreement shall not affect the enforceability of
      the
      remaining portions of this Agreement or any part thereof, all of which are
      inserted conditionally on there being valid in law, and, in the event that
      any
      one or more of the words, phrases, sentences, clauses or sections contained
      in
      this Agreement shall be declared invalid, this Agreement shall be construed
      as
      if such invalid work or words, phrase or phrases, sentence or sentences, clause
      or clauses, or section or sections had not been inserted. If such invalidity
      is
      caused by length of time or size of area, or both, the otherwise invalid
      provision will be considered to be reduced to a period or area which would
      cure
      such invalidity.

    


    WAIVERS

    -------

    39.              The
      waiver by either party hereto of a breach or violation of any term or provision
      of this Agreement shall not operate nor be construed as a waiver of any
      subsequent breach or violation.

    


    DAMAGES

    -------

    40.              Nothing
      contained herein shall be construed to prevent Employer or Employee from seeking
      and recovering from the other damages sustained by either or both of them as
      a
      result of its or his breach of any term or provision of this Agreement. In
      the
      event that either party hereto files for arbitration or brings suit for the
      collection of any damages resulting from, or to enjoin any action constituting,
      a breach of any of the terms or provisions of this Agreement, then the party
      found to be at fault shall pay all reasonable court or arbitration costs and
      attorneys= fees of the other including legal fees and costs incurred prior
      to
      the filing of any action or arbitration.

    


    


    NO
      CONSTRUCTION AGAINST DRAFTER

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

    41.              This
      Employment Agreement shall be construed without regard to any presumption or
      other rule requiring construction against the party causing the drafting
      hereof.

    


    


    NO
      THIRD
      PARTY BENEFICIARY

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

    42.              Nothing
      expressed or implied in this Agreement is intended, or shall be construed,
      to
      confer upon or give any person other than Employer, the parties hereto and
      their
      respective heirs, personal representatives, legal representatives, successors
      and assigns, any rights or remedies under or by reason of this
      Agreement.

    


    


    


    


    


    


     


    
      
        
          	 EMPLOYER:___   EMPLOYEE:___	
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    Michael E Fasci - Employment Agreement  -
      continued


    


            IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
      first above written.

    


    


    


    Secured
      Financial Network, Inc.

    


    


     

    By:
      /s/
      Jeffrey L. Schultz

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

       Jeffrey
      L. Schultz - Employer

       President

       Secured
      Financial Network, Inc.

    


    


    


    By:
      /s/  Michael E. Fasci

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

       Michael
      E. Fasci - Employee

    


    


    


    


     

    


    


    


    


    


    


    


    


    


    


    
      	 EMPLOYER:___   EMPLOYEE:___	
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