exhibit102


     

    EMPLOYMENT
      AGREEMENT

     

    This
      EMPLOYMENT AGREEMENT (“Agreement”), dated as of April 1, 2005 (the “Effective
      Date”), is made by and between SECURED DIVERSIFIED INVESTMENT, LTD., a Nevada
      corporation, located at 4940 Campus Drive, Newport Beach, CA 92660 and hereafter
      referred to as “the Company”, and Munjit Johal, whose address is 42 Rockwood,
      Irvine, CA 92614, hereinafter referred to as “Employee”, based upon the
      following: 

     

    RECITALS

     

    WHEREAS,
      the Company wishes to retain the services of Employee, and Employee wishes
      to
      render services to the Company, as its Chief Financial Officer; 

     

    WHEREAS,
      the Company and Employee wish to set forth in this Agreement the duties and
      responsibilities that Employee has agreed to undertake on behalf of the Company;
      

     

    WHEREAS,
      the Company and Employee intend that this Agreement will supersede and replace
      any and all other employment agreements for employment entered into by and
      between the Company and Employee, and that upon execution of this Agreement,
      any
      such employment agreements or arrangements shall have no further force or
      effect. 

     

    THEREFORE,
      in
      consideration of the foregoing and of the mutual promises contained in this
      Agreement, the Company and Employee (who are sometimes individually referred
      to
      as a “party” and collectively referred to as the “parties”) agree as follows:


     

    AGREEMENT

     

    1.
      SPECIFIED
      TERM. 

     

    The
      Company hereby employs Employee pursuant to the terms of this Agreement and
      Employee hereby accepts employment with the Company pursuant to the terms of
      this Agreement for the period beginning on April 1, 2005 and ending on April
      1,
      2007 (the “Term”). Subject to Sections 8, 9, and 10, this Agreement will be
      renewed for one year after April 1, 2006, upon review by management, unless
      either party gives notice to the other, at least sixty (60) days prior to the
      expiration of the specified period that the party desires to renegotiate this
      Agreement. 

     

    2.
      GENERAL
      DUTIES. 

     

    Employee
      shall report to the Company’s CEO, President, and Board of Directors. Employee
      shall devote his productive time, ability, and attention to the Company’s
      business during the term of this Agreement. In his capacity as Chief Financial
      Officer, Employee shall be responsible for the accounting and auditing of the
      Company, including the preparation of the financial statements and reports
      and
      coordinating with independent auditors. Employee shall do and perform all
      services, acts, or things necessary or advisable to discharge his duties under
      this 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Agreement,
      and such other duties as are commonly performed by an employee of his rank
      in a
      publicly traded corporation or which may, from time to time, be prescribed
      by
      the Company through its President and Board of Directors. Furthermore, Employee
      agrees to cooperate with and work to the best of his ability with the Company’s
      management team, which includes the Board of Directors and the officers and
      other employees, to continually improve the Company’s reputation in its industry
      for quality products and performance. 

     

    3.
      COMPENSATION.
      

     

    (a)
      Annual
      Salary. During
      the Term of this Agreement, the Company shall pay to Employee an annual base
      salary in the amounts set forth below (the “Annual Salary”). The Annual Salary
      shall be: 

     

    (i) $84,000.00
      for the first year. 

    (ii) $84,000.00
      for the second year. 

     

    The
      Annual Salary shall be paid to Employee in equal installments in accordance
      with
      the periodic payroll practices of the Company for Employee employees.


     

    If
      the
      Company is unable to pay a portion or all of the Annual Salary in cash, the
      Employee may elect to receive all or any portion of the Annual Salary in shares
      of the Company’s common stock. The number of shares of common stock to be issued
      to Employee shall be determined on the last day of each fiscal quarter, and
      shall be calculated using the average of the closing bid and ask prices of
      the
      common stock on that date. If no shares of the Company’s common stock trade on
      that date, then the Company shall use the average of the closing bid and ask
      prices of the common stock on the last day immediately prior to the last day
      of
      the fiscal quarter during which the common stock was traded. All such shares
      of
      Company common stock shall be issued pursuant to the Company’s 2003 Employee
      Stock Incentive Plan (the “2003 Plan”) to be adopted by the Board of Directors
      and shareholders. 

     

    4.
      REIMBURSEMENT
      OF BUSINESS EXPENSES. 

     

    The
      Company shall promptly reimburse Employee for all reasonable business expenses
      incurred by Employee in connection with the business of the Company. However,
      each such expenditure shall be reimbursable only if Employee furnishes to the
      Company adequate records and other documentary evidence required by federal
      and
      state statutes and regulations issued by the appropriate taxing authorities
      for
      the substantiation of each such expenditure as an income tax deduction.


     

    5.
      ANNUAL
      VACATION. 

     

    Employee
      shall be entitled to three (3) weeks vacation time each year without loss of
      compensation. 

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    6.
      PERSONAL
      CONDUCT. 

     

    Employee
      agrees promptly and faithfully to comply with all present and future policies,
      requirements, directions requests and rules and regulations of the Company
      in
      connection with the Company’s business. 

     

    7.
      TERMINATION
      BY THE COMPANY FOR CAUSE. 

     

    The
      Company reserves the right to declare Employee in default of this Agreement
      if
      (each a “Cause”): 

     

    (a) Employee
      willfully breaches or habitually neglects the duties which he is required to
      perform under the terms of this Agreement, or 

     

    (b) Employee
      commits such acts of dishonesty, fraud, misrepresentation, gross negligence
      or
      willful misconduct which results in material harm to the Company or its
      business, or 

     

    (c) Employee
      violates any law, rule or regulation applicable to the Company or Employee
      relating to the business operations of the Company that may have a material
      adverse effect upon the Company’s business, operations, or condition (financial
      or otherwise). 

     

    The
      Company may terminate this Agreement for Cause immediately upon written notice
      of termination to Employee; provided, however, if the Company terminates this
      Agreement due to Employee’s willful breach or habitual neglect of the duties he
      is required to perform, then Employee shall be entitled to a period of thirty
      (30) days from the date of the written notice of termination to cure said
      breach. Except as otherwise set forth in this Section 8, upon any termination
      for Cause, the obligations of Employee and the Company under this Agreement
      shall immediately cease. Such termination shall be without prejudice to any
      other remedy to which the Company may be entitled either at law, in equity,
      or
      under this Agreement. If Employee’s employment is terminated pursuant to this
      Section 8, the Company shall pay to Employee (i) Employee’s accrued but unpaid
      Annual Salary and vacation pay through the effective date of the
      termination;(ii) Employee’s accrued but unpaid Annual Bonus, if any; and (iii)
      business expenses incurred prior to the effective date of termination and shall
      transfer to Employee any stock earned but unissued pursuant to Section 3(e).
      Employee shall not be entitled to continue to participate in any employee
      benefit plans except to the extent provided in such plans for terminated
      participants, or as may be required by applicable law. 

     

    8.
      TERMINATION BY THE COMPANY WITHOUT
      CAUSE. 

     

    (a) Death.
      Employee’s employment shall terminate upon the death of Employee. Upon such
      termination, the obligations of Employee and the Company under this Agreement
      shall immediately cease. Upon such termination the obligations of Employee
      and
      the Company under this Agreement shall immediately cease. 

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


     

    (b) Disability.
      The
      Company reserves the right to terminate Employee’s employment upon ten (10) days
      written notice if, for a period of ninety (90) days, Employee is prevented
      from
      discharging his duties under this Agreement due to any physical or mental
      disability unless agreed by the Company. Except as otherwise set forth in
      Section 11 below, upon such termination the obligations of Employee and the
      Company under this Agreement shall immediately cease. 

     

    (c) Election
      by the Company.
      The
      Company may terminate Employee’s employment upon not less than thirty (30)
      days written
      notice by the Company to Employee. Upon such termination the obligations of
      Employee and the Company under this Agreement shall immediately cease. The
      Company is not bound for and
      the
      employee is not entitled to severance of more
      than
      6 months salary. 

     

    9.
      TERMINATION
      BY EMPLOYEE. 

     

    (a) Election
      by Employee.
      Employee’s employment may be terminated at any time by Employee upon not less
      than thirty (30)
      days
      written notice by Employee to the Board. Except as otherwise set forth in this
      paragraph (a), upon such termination the obligations of Employee and the Company
      under this Agreement shall immediately cease. In the event of a termination
      pursuant to this paragraph, the Company shall pay to Employee (1) Employee’s
      accrued but unpaid Annual Salary and vacation pay through the effective date
      of
      the termination; (ii) Employee’s accrued but unpaid Annual Bonus, if any; and
      (iii) business expenses incurred prior to the effective date of termination
      and
      shall transfer to Employee any stock earned but unissued pursuant to Section
      3(e). Employee shall not be entitled to continue to participate in any employee
      benefit plans except to the extent provided in such plans for terminated
      participants, or as may be required by applicable law. 

     

    (b) Termination
      by Employee for Good Reason.
      Employee may terminate this Agreement immediately based on his reasonable
      determination that one of the following events has occurred: 

     

    (i) The
      Company intentionally and continually breaches or wrongfully fails to fulfill
      or
      perform (A) its material obligations, promises or covenants under this
      Agreement; or (B) any material warranties, obligations, promises or covenants
      in
      any agreement (other than this Agreement) entered into between the Company
      and
      Employee, without cure, if any, as provided in such agreement; 

     

    (ii) the
      Company intentionally requires Employee to commit or participate in any felony
      or other serious crime; and/or 

     

    (iii) the
      Company engages in other conduct constituting legal cause for termination.
      

     

    Upon
      such
      termination the obligations of Employee and the Company under this Agreement
      shall immediately cease. 

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


     

    10. EFFECT
      OF TERMINATION ATI’RIBUTABLE TO DEATH OR DISABILITY. 

     

    In
      the
      event Employee’s employment is terminated due to Employee’s death or disability,
      then: 

     

    (a) The
      Company shall pay Employee’s accrued but unpaid Annual Salary and vacation time
      through the effective date of the termination. 

     

    (b) The
      Company shall reimburse Employee for any business expenses incurred prior to
      the
      effective date of the termination; 

     

    11.
      MISCELLANEOUS
      

     

    (a) Preparation
      of Agreement.
      It is
      acknowledged by each party that such party either had separate and independent
      advice of counsel or the opportunity to avail itself or himself of the same.
      In
      light of these facts it is acknowledged that no party shall be construed to
      be
      solely responsible for the drafting hereof and therefore any ambiguity shall
      not
      be construed against any party as the alleged draftsman of this Agreement.
      

     

    (b) Cooperation.
      Each
      party agrees, without further consideration, to cooperate and diligently perform
      any further acts, deeds and things and to execute and deliver any documents
      that
      may from time to time be reasonably necessary or otherwise reasonably required
      to consummate, evidence, confirm and/or carry out the intent and provisions
      of
      this Agreement, all without undue delay or expense. 

     

    (c)
      Interpretation.
      

     

    (i) Entire
      Agreement/No Collateral Representations.
      Each
      party expressly acknowledges and agrees that this Agreement, including all
      exhibits attached hereto: (1) is the final, complete and exclusive statement
      of
      the agreement of the parties with respect to the subject matter hereof (2)
      supersedes any prior or contemporaneous agreements, promises, assurances,
      guarantees, representations, understandings, conduct, proposals, conditions,
      commitments, acts, course of dealing, warranties, interpretations or terms
      of
      any kind, oral or written (collectively and severally, the “Prior Agreements”),
      and that any such prior agreements are of no force or effect except as expressly
      set forth herein; and (3) may not be varied, supplemented or contradicted by
      evidence of Prior Agreements, or by evidence of subsequent oral agreements.
      Any
      agreement hereafter made shall be ineffective to modify, supplement or discharge
      the terms of this Agreement, in whole or in part, unless such agreement is
      in
      writing and signed by the party against whom enforcement of the modification
      or
      supplement is sought. 

     

    (i) Waiver.
      No
      breach of any agreement or provision herein contained, or of any obligation
      under this Agreement, may be waived, nor shall any extension of time for
      performance of any obligations or acts be deemed an extension of time for
      performance of any other obligations or acts contained herein, except by written
      instrument signed by the party to be charged or as otherwise expressly
      authorized herein. No waiver of any breach of any agreement 

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


     

    or
      provision herein contained shall be deemed a waiver of any preceding or
      succeeding breach thereof, or a waiver or relinquishment of any other agreement
      or provision or right or power herein contained. 

     

    (ii) Remedies
      Cumulative.
      The
      remedies of each party under this Agreement are cumulative and shall not exclude
      any other remedies to which such party may be lawfully entitled. 

     

    (iii) Severability.
      If any
      term or provision of this Agreement or the application thereof to any person
      or
      circumstance shall, to any extent, be determined to be invalid, illegal, or
      unenforceable under present or future laws effective during the term of this
      Agreement, then and, in that event: (A) the performance of the offending term
      or
      provision (but only to the extent its application is invalid, illegal or
      unenforceable) shall be excused as if it had never been incorporated into this
      Agreement, and, in lieu of such excused provision, there shall be added a
      provision as similar in terms and amount to such excused provision as may be
      possible and legal, valid and enforceable, and (B) the remaining part of this
      Agreement (including the application of the offending term or provision to
      persons or circumstances other than those as to which it is held invalid,
      illegal or unenforceable) shall not be affected thereby and shall continue
      in
      fill force and effect to the fullest extent provided by law. 

     

    (iv) No
      Third Party Beneficiary.
      Notwithstanding anything else herein to the contrary, the parties specifically
      disavow any desire or intention to create any third party beneficiary
      obligations, and specifically declare that no person or entity, other than
      as
      set forth in this Agreement, shall have any rights hereunder or any right of
      enforcement hereof. 

     

    (v) Heading
      References Incorporation Gender.
      The
      headings used in this Agreement are for convenience and reference purposes
      only,
      and shall not be used in construing or interpreting the scope or intent of
      this
      Agreement or any provision hereof. References to this Agreement shall include
      all amendments or renewals thereof. Any exhibit referenced in this Agreement
      shall be deemed to include the other gender, including neutral genders or
      genders appropriate for entities, if applicable, and the singular shall be
      deemed to include the plural, and vice versa, as the context requires.


     

    (d) Enforcement. 

     

    (i) Applicable
      Law.
      This
      Agreement and the rights and remedies of each party arising out of or relating
      to this Agreement (including, without limitation, equitable remedies) shall
      be
      solely governed by, interpreted under, and construed and enforced in accordance
      with the laws (without regard to the conflicts of law principles thereof) of
      the
      State of California, as if this agreement were made, and as if its obligations
      are to be performed, wholly within the State of California. 

     

    (ii) Consent
      to Jurisdiction; Service of Process.
      Any
      action or proceeding arising out of or relating to this Agreement shall be
      filed
      in and heard and litigated solely before the state courts of California located
      within the County of Orange. 

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    (e) No
      Assignment of Rights or Delegation of Duties by Employee.
      Employee’s rights and benefits under this Agreement are personal to him and
      therefore (i) no such right or benefit shall be subject to voluntary or
      involuntary alienation, assignment or transfer; and (ii) Employee may not
      delegate his duties or obligations hereunder. 

     

    (f) Notices.
      Unless
      otherwise specifically provided in this Agreement, all notices, demands,
      requests, consents, approvals or other communications (collectively and
      severally called “Notices”) required or permitted to be given hereunder, or
      which are given with respect to this Agreement, shall be in writing, and shall
      be given by: (A) personal delivery (which form of Notice shall be deemed to
      have
      been given upon delivery), (B) by telegraph or by private airborne/overnight
      delivery service (which forms of Notice shall be deemed to have been given
      upon
      confirmed delivery by the delivery agency), (C) by electronic or facsimile
      or
      telephonic transmission, provided the receiving party has a compatible device
      or
      confirms receipt thereof (which forms of Notice shall be deemed delivered upon
      confirmed transmission or confirmation of receipt), or (D) by mailing in the
      United States mail by registered or certified mail, return receipt requested,
      postage prepaid (which forms of Notice shall be deemed to have been given upon
      the fifth (5th)
      business
      day following the date mailed). Each party, and their respective counsel, hereby
      agrees that if Notice is to be given hereunder by such party’s counsel, such
      counsel may communicate directly with all principals, as required to comply
      with
      the foregoing notice provisions. Notices shall be addressed to the address
      hereinabove set forth in the introductory paragraph of this Agreement, or to
      such other address as the receiving party shall have specified most recently
      by
      like Notice, with a copy to the other parties hereto. Any Notice given to the
      estate of a party shall be sufficient if addressed to the party as provided
      in
      this subparagraph. 

     

    (g) Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original, and all of which together shall constitute one and the same
      instrument, binding on all parties hereto. Any signature page of this Agreement
      may be detached from any form hereto by having attached to it one or more
      additional signature pages. 

     

    (h) Execution
      by All Parties Required to be Binding: Electronically Transmitted
      Documents.
      This
      Agreement shall not be construed to be an offer and shall have no force and
      effect until this Agreement is filly executed by all parties hereto. If a copy
      or counterpart of this 

     

    Agreement
      is originally executed and such copy or counterpart is thereafter transmitted
      electronically by facsimile or similar device, such facsimile document shall
      for
      all purposes be treated as if manually signed by the party whose facsimile
      signature appears. 

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


     

    In
      witness hereof, the parties execute this Employment Agreement as of the date
      first written above. 

     

     

    SECURED
      DIVERSIFIED INVESTMENT, LTD. 

     

     

    Agreed
      and approved

     

    By:/s/
      Jan
      Wallace                                               

              
       Jan Wallace

    Title:  
      President

     

    By:/s/
      Munjit
      Johal                                              
      

              
      Munjit Johal

     

     

    
      
        
        

      

      
        8