Unassociated Document




Employment
Agreement




This
agreement made this 19th day of January, 2004, by and between Kurt Streams,
whose address is 49 Lamppost Drive, Redding, Connecticut, 06896, hereinafter
referred to as the “Employee”, and Tactica International, Inc., whose address is
11 West 42nd Street,
New York, New York, 10036, hereinafter referred to at the “Company” and together
referred to hereinafter as the “Parties”.




Whereas,
the Parties have agreed to enter into an employer-employee relationship, and
wish to memorialize the terms and conditions of said relationship, it is hereby
agreed as follows:




	1.  	
      The
      Employee shall commence employment with the Company on , 2004, as Chief
      Financial Officer of the Company reporting to Prem Ramchandani and Avi
      Sivan.






	2.  	
      The
      Employee shall perform all duties commonly associated with the position of
      Chief Financial Officer in a competent; honest and professional manner,
      and shall devote his full time and attention to the duties and
      responsibilities of said position.






	3.  	
      The
      annual salary paid to the Employee shall be two hundred thousand dollars,
      payable weekly and subject to annual review, but in no event will it
      decrease.






	4.  	
      In
      addition to salary, Employee shall receive an annual allowance of four
      thousand eight hundred dollars for automobile usage, payable
      monthly.






	5.  	
      The
      following additional terms of employment shall
apply:






	a.  	
      Medical
      Insurance: The Employee will be provided medical insurance under the plan
      currently adopted (or as from time to time may be adopted) by the Company
      for the benefits of its employees and their
families.






	b.  	
      Vacation
      and Holidays: The Employee shall receive three weeks(for the first year
      and thereafter four weeks) vacation per calendar year, fully paid, in
      addition to major holidays, as defined by Company
  policy.



 

 





















 

	c.  	
      Other
      Time Off: The Employee shall be subject to the terms and conditions of the
      Company policy for sick leave, personal days and the
  like.






	d.  	
      Qualified
      Plans: In the event the Company shall adopt a 401(k) plan; Section 125
      plan; or their equivalent, the Employee shall become immediately eligible
      for participation, to the extent consistent with law or governmental
      regulation.






	e.  	
      Stock
      Options: Upon adoption of a Company stock option plan, the Employee shall
      receive options in Company stock. The number of options granted, grant
      price, vesting and other option terms and conditions shall be in accord
      with the plan terms and commensurate with the Employee’s
      position.






	f.  	
      Termination:






	1.  	
      The
      Company may terminate this agreement at any time upon 30-days prior
      written notice, or sooner, if for cause, which shall be defined as any
      breach of this agreement, including paragraph 2 above, by the
      Employee.






	2.  	
      The
      Employee may terminate this agreement upon 45-days prior written notice to
      the Company.






	3.  	
      If
      the Company is not in compliance with paragraph 5a or 5i, the Employee may
      terminate this agreement immediately.






	g.  	
      Severance:
      In the event of termination described above on or after October 31, 2004,
      except for termination for cause or failure to give notice required on
      paragraph 5f.2 above, the Employee shall receive a lump-sum severance
      payment upon termination equal to four months pay plus any Bonus that
      would be payable. In the event of termination described above prior to
      October 31, 2004, except for termination for cause or failure to give
      notice required on paragraph 5f.2 above, the Employee shall receive a
      lump-sum severance payment upon termination equal to two months
      pay.



 

 





















 

	h.  	
      Bonus:
      The Parties shall agree from time to time upon specific performance
      criteria which if met shall result in an annual bonus payment of between
      10% and 20% of Employee’s annual salary.






	i.  	
      Liability
      Insurance: The Company shall, at all times, maintain adequate insurance
      for general liability and directors’ and officers’
    liability.



 


	6.  	
      The
      parties agree and acknowledge that the nature of the employer's  business
      is such that in the course of the work, labor and services
      provided to
      the Company by the employee, of necessity, certain customer
      lists; purchasing
      and trade practices, strategies; financial information and
      general business
      practices of the Company will become known to the
      Employee, therefore
      it is agreed as follows:







		
      a)
      The Employee hereby agrees that the Employee will not reveal
      to anyone
      after the Employee resigns or departs from the Company, whether
      by resignation or discharge, any information whatsoever
      obtained in
      the course of his employment relating to any aspect whatsoever of
      the Employer's
      business, or strategies decision making process,
      finances, customers,
      sources or related information, to any other person,
      company, entity
      group or
      individual.



 


		
      
      b)
      The Employee shall keep confidential any and all information
      obtained in
      the course of employment about the Company, its affairs,
      relationships to
      actual or potential customers, and the needs and  requirements
      of any such
      actual or potential customers, and shall not directly or
      indirectly solicit
      the like.








	7.
       	
      This agreement shall be governed by the laws of the State of
      New York, without
      regard to conflict of laws, and any action for the enforcement
      or breach
      of this agreement may be brought solely in the Supreme Court
      of the
      State of New York, County of New York.




 


	
       Kurt
      Streams

       
	 	 	
      Tactica
      International, Inc

      By:

	/s/ Kurt
      Streams	 	 	 /s/
      Paul Greenfield