Exhibit 10.1


    
      

    


    Exhibit
      10.1

    


    EMPLOYMENT
      AGREEMENT

    IMPART
      MEDIA GROUP, INC.

    


    This
      Employment Agreement (this “Agreement”)
      is
      entered into as of February 28, 2006 (the “Commencement
      Date”)
      by and
      between Michael Medico, an individual residing at 2 Castle Harbor Road,
      Huntington Bay, New York 11743 (the “Employee”),
      and
      IMPART Media Group, Inc., a corporation organized under the laws of the State
      of
      Nevada with offices at 1300 N. Northlake Way, Seattle, Washington 98103 (the
      “Company”).
      

    


    In
      consideration of the premises and mutual covenants herein contained, and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, Company and Employee, (each a “Party,”
and
      together the “Parties”)
      hereby
      agree as follows:

     

    
      	 	
              1.

            	
              Definitions

            


    

     

    “Accrued
      Amount”
shall
      have the meaning set forth in Section 5(a) hereof.

    


    “Annual
      Base Salary”
shall
      have the meaning set forth in Section 4(a) hereof.

    


    “Business”
shall
      mean the provision of digital advertising services to the out-of-home
      advertising market.

    


    “Business
      Personnel”
shall
      mean, as of any date, any person (a) who is, or within the one (1)-year period
      prior to such date was, an employee of the Company or any subsidiary or
      affiliate thereof, or (b) who is, or within the one (1)-year period prior to
      such date was, a consultant or free-lance worker engaged in the Business for
      or
      on behalf of the Company or any subsidiary or affiliate thereof.

    


    “Cause”
shall
      mean (a) Employee’s conviction of, admission of guilt to or plea of nolo
      contendere
      or
      similar plea (which, through lapse of time or otherwise, is not subject to
      appeal) with respect to any crime or offense that constitutes a felony in the
      jurisdiction involved; (b) acts of dishonesty or moral turpitude which are
      materially detrimental to the Company; (c) repeated willful failure by Employee
      to obey the reasonable and lawful orders of the Board of Directors of the
      Company which remain uncured, if reasonably capable of cure, for thirty (30)
      days from receipt of written notice thereof from the Company; (d) any act by
      Employee in violation of Section 8 hereof, any statement or disclosure by
      Employee in violation of Section 6 hereof, or any material breach by Employee
      of
      any provision of this Agreement which remains uncured, if reasonably capable
      of
      cure, for thirty (30) days from receipt of written notice thereof from the
      Company; and (e) if
      Employee is regularly under the influence of alcohol or drugs
      by
      not prescribed by a qualified physician, provided,
      however,
      that
      such condition shall be confirmed by a qualified physician. 

    


    “Commencement
      Date”
shall
      mean February 28, 2006.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Company
      Digital Elements”
shall
      mean hardware products sold by the Company on which advertising and media
      content is displayed. 

    


    “Confidential
      Information”
shall
      mean all of the Company's trade secrets and proprietary and non-public
      confidential information consisting of, but not limited to, customer lists,
      processes, computer programs, compilations of information, records, sales and
      solicitation procedures, customer requirements, pricing techniques and
      information, pricing, methods of doing business and any other information
      generally used in the operation of the Business not generally known in the
      industry relevant to the Business or otherwise not generally available to the
      public, which was obtained by Employee during his employment with or from the
      Company. For purposes of the definition of Confidential Information,
“the
      Company”
shall
      be deemed to include the Company, its predecessors and successors and any
      subsidiaries or affiliates of the Company.

    


    “Disability”
shall
      mean, with respect to Employee, the inability due to illness, accident, injury,
      physical, or mental incapacity or other disability to participate effectively
      or
      actively in the affairs of the Company or any of its subsidiaries or affiliates
      for more than twenty-six (26) consecutive weeks or more than thirty-nine (39)
      weeks in any consecutive fifty-two (52) week period as determined in good faith
      by the Company.

    


    “EBITDA”
is
      defined as earnings before interest, taxes, depreciation and amortization and
      cumulative effect of changes in accounting principles, less an appropriate
      allocable amount of overhead costs incurred by the Company in connection with
      the operation of the Impart Advertising Division, as determined by the Company’s
      regular accountants in accordance with generally accepted accounting principles
      consistently applied.

    


    “Employment
      Period”
shall
      have the meaning set forth in Section 2 hereof.

    


    “Expiration
      Date”
shall
      have the meaning set forth in Section 2 hereof.

    


    “Good
      Reason”
shall
      mean the occurrence of any one or more of the following events which has not
      been cured within thirty (30) days after the Company's receipt of written notice
      thereof from Employee: (a) a material breach by the Company of any material
      provision of this Agreement; (b) any decrease in Employee's Annual Base Salary
      without the prior written consent of Employee; (c), any decrease or demotion
      in
      Employee’s title or material diminution of responsibilities as set forth in this
      Agreement; or (d) a required relocation of Employee’s primary place of work of
      more than thirty (30) miles from New York City.

    


    “Impart
      Advertising Division”
shall
      mean the strategic business unit of the Company that is responsible for the
      sale
      of advertising content which shall initially be conducted by Impart Media
      Advertising, Inc., a wholly-owned subsidiary of the Company.

    


    “Notice
      of Termination”
shall
      have the meaning set forth in Section 5(c) hereof.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    “Restricted
      Activities”
shall
      have the meaning set forth in Section 9 hereof.

    


    “Restricted
      Persons”
shall
      have the meaning set forth in Section 9 hereof.

    


    “Severance
      Period”
shall
      have the meaning set forth in Section 5(b) hereof.

     

    2.    Employment
      Term. The
      Company hereby agrees to employ Employee, and Employee hereby agrees to be
      employed by the Company, for a term (the “Employment
      Period”)
      commencing on the Commencement Date and expiring on December 31, 2008 (the
      “Expiration
      Date”),
      unless earlier terminated as provided herein. 

     

    3.     Services. During
      the Employment Period, Employee shall hold the position of Executive Vice
      President of the Company and President of the Impart Advertising Division,
      reporting directly to the Company’s Chief Executive Officer. Employee shall
      devote substantially all of his business time, skill and attention to the
      business of the Company and its subsidiaries and affiliates engaged in the
      Business and shall perform such duties as are customarily performed by similar
      Employees and as are more specifically enumerated in Exhibit
      A
      attached
      hereto, which are consistent with Employee's position; provided,
      however,
      that
      the foregoing is not intended to preclude Employee, subject to the restrictions
      set forth in Section 8 hereof, from (a) owning and managing personal
      investments, or (b) engaging in charitable activities and community affairs,
      provided that the performance of these activities referred to in clauses (a)
      and
      (b) does not prevent Employee from devoting substantially all of his business
      time to the Company and its subsidiaries and affiliates. 

     

    
      	 	
              4.

            	
              Compensation
                and Benefits. 

            


    

     

    (a)   Annual
      Base Salary.
      Subject
      to Section 4(b) below, during the Employment Period, the Company shall pay
      Employee an annual base salary in the amount of One Hundred Twenty-Five Thousand
      Dollars ($125,000) (the “Annual
      Base Salary”).
      The
      Annual Base Salary shall
      be
      payable in accordance with the Company's normal payroll practices.

     

    (b)   Commissions.
      Employee shall be entitled to receive quarterly commissions, payable in
      accordance with the Company’s normal payroll practices, in an amount equal to
      (i) five percent (5%) of the net cash revenues of the Company that are directly;
      and solely attributable to the sale of the Company Digital Elements;
provided
      that
      such sale was made as a direct result of the efforts of the Impart Advertising
      Division and (ii) two and 21/100ths percent (2.21%) of the net, collectible
      margins on media billings of the Impart Advertising Division that directly
      and
      solely result from Employee’s sales efforts (collectively, “Commissions”). 

    


    (c)   Cash
      Bonus.
      For
      each fiscal year during the Employment Period, Employee shall receive a cash
      bonus equal to nine and 82/100ths percent (9.82%) of the Impart Advertising
      Division’s EBITDA for the fiscal year then ended. Any cash bonus amount payable
      pursuant to this Section 4(c) shall be paid to Employee as soon as practicable
      following the end of the fiscal year to which it relates. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (d)   Fringe
      Benefits.
      In
      addition to the Annual Base Salary, Commissions
      and cash bonus set forth above, Employee shall receive the following benefits
      in
      accordance with, and subject to, the Company’s policies and
      practices:

    


    (i)   To
      the
      extent eligible, participation in any Company-sponsored welfare benefit plans,
      programs or policies, including, without limitation, any health, dental or
      vision plan, as may be made generally available to employees of the Company,
      as
      each such plan, policy or program may be adopted or amended from time to time;
      

    


    (ii)   To
      the
      extent eligible, participation in all Company-sponsored pension, retirement,
      savings and other employee benefit plans and programs, as each such plan may
      be
      adopted or amended from time to time;

    


    (iii)   Paid
      vacation pursuant to the vacation policy of the Company, as the same may be
      adopted or amended from time to time, provided,
      however,
      Employee shall be entitled to not less than three (3) weeks paid vacation;
      

    


    (iv)         
      Reimbursement
      for reasonable business expenses incurred by Employee in furtherance of the
      interests of the Company in accordance with the policy of the Company, as the
      same may be amended from time to time; and

    


    (v)   Cash
      bonuses, option grants, life insurance, disability insurance, and other
      appropriate insurance coverages as mutually agreed by Employee and the Company
      and as approved by the Company’s board of directors.

    


     (d)   Withholding.
      The
      Company shall deduct and withhold from such compensation all social security
      and
      other federal, state and local taxes and charges which currently are or which
      hereafter may be required by law to be so deducted and withheld.

    


    
      	 	
              5.

            	
              Termination
                of Employment.

            


    

    


    (a)   In
      the
      event (i) the Company terminates Employee's employment with the Company for
      Cause, (ii) Employee voluntarily terminates his employment with the Company
      other than for Good Reason, or (iii) Employee's employment terminates as a
      result of either Employee's death or Disability, the Company shall pay Employee
      (or his estate in the case of death) any unpaid salary, any unpaid Commissions,
      any vacation accrued but unused, and reimbursement for any unreimbursed
      expenses, all through and including the date of termination (the “Accrued
      Amount”).

    


    (b)   In
      the
      event the Employee's employment is terminated for any reason other than (i)
      by
      the Company for Cause, (ii) by Employee voluntarily without Good Reason, the
      Company shall pay to Employee (A) the Accrued Amount, plus (B) his Annual Base
      Salary, pro-rated, for the lesser of (i) the balance of the Employment Period,
      or (ii) twelve (12) months following such date of termination (the “Severance
      Period”),
      with
      such pro-rated payments of Annual Base Salary to be made in accordance with
      the
      Company’s payroll practices. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (c)   Any
      termination of Employee's employment by the Company or any such termination
      by
      Employee (other than on account of death) shall be communicated by written
      Notice of Termination to the other Party. For purposes of this Agreement, a
      “Notice
      of Termination”
shall
      mean a notice which shall indicate the specific termination provision in this
      Agreement relied upon and shall set forth in reasonable detail the facts and
      circumstances claimed to provide a basis for termination of Employee's
      employment under the provision so indicated.

     

    
      	 	
              6.

            	
              Confidential
                Information.
                

            


    

     

    Employee
      understands and acknowledges that during his employment with the Company, he
      has
      been and will be exposed to Confidential Information, all of which is
      proprietary and which rightfully belongs to the Company. Employee acknowledges
      and agrees that the Confidential Information is a valuable, special and unique
      asset of the Company, the disclosure or unauthorized use of which could cause
      substantial injury and loss of profits and good will to the Company.
      Accordingly, Employee shall hold in a fiduciary capacity for the benefit of
      the
      Company such Confidential Information obtained by Employee during his employment
      with the Company and shall not, directly or indirectly, at any time, either
      during or after his employment with the Company, without the Company’s prior
      written consent, use any of such Confidential Information for his own benefit,
      for the benefit of others, or to the detriment of the Company or disclose any
      of
      such Confidential Information to any individual or entity other than the Company
      or its employees, except as required in the performance of his duties for the
      Company or as otherwise required by law. Employee shall take all reasonable
      steps to safeguard such Confidential Information and to protect such
      Confidential Information against disclosure, misuse, loss or theft.

     

    
      	 	
              7.

            	
              Return
                of Documents.

            


    

     

    Except
      for such items which are of a personal nature to and the property of Employee
      (e.g.,
      daily
      business planner and roll-o-dex), all writings, records and other documents
      and
      things containing any Confidential Information shall be the exclusive property
      of the Company, shall not be copied, summarized, extracted from or removed
      from
      the premises of the Company, except in pursuit of the business of the Company
      or
      at the direction of the Company, and shall be delivered to the Company, without
      retaining any copies, upon the termination of Employee's employment or at any
      time as requested by the Company.

     

    
      	 	
              8.

            	
              Non
                Compete/Non Solicit. 

            


    

     

    Employee
      agrees that during the Employment Period and for one (1) year thereafter,
      Employee shall not, and shall use his best efforts to ensure that any agents,
      representatives and any other persons acting on his behalf (Employee and such
      agents, representatives, and other persons collectively hereinafter referred
      to
      as the “Restricted
      Persons”)
      do
      not, directly or indirectly, for the benefit of the Employee, any other
      Restricted Persons or their affiliates (the activities being so restricted
      hereinafter being referred to as the “Restricted
      Activities”):
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (a)    Own,
      manage, operate, join, control, or participate in the ownership, management,
      operation or control of, or be connected with as a director, officer, Employee
      or administrative employee, partner, lender, consultant or otherwise with any
      business or division or line of business or organization in the United States
      which engages in a business substantially similar to or directly or indirectly
      competitive with the Business of the Company or any of its subsidiaries and
      affiliates. Nothing herein shall prohibit Employee and all other Restricted
      Persons collectively from being passive owners of an aggregate of not more
      than
      five (5%) percent of the outstanding stock of any class of securities of a
      corporation which is publicly traded and substantially similar to or competitive
      with the Business of the Company or any of its subsidiaries and affiliates,
      so
      long as he has no active participation (including, without limitation, as a
      consultant or advisor) in the business of such corporation or other entity;
      

    


    (b)    Induce
      or
      attempt to persuade any current or then current customer or vendor of the
      Company, or any of its subsidiaries or affiliates, to terminate such
      relationship with the Company, or with any of its subsidiaries or affiliates;
      and

    


    (c)    Induce
      or
      attempt to persuade any Business Personnel to terminate or to refuse to enter
      into any employment, agency or other business relationship with the Company,
      or
      any of its subsidiaries or affiliates.

    


    Employee
      acknowledges and agrees that the violation of this non competition/non
      solicitation covenant could cause substantial injury and loss of profits to
      the
      Company. The Parties hereby acknowledge and agree that this Section 8 will
      not
      apply in the case where Employee’s employment with the Company is terminated
      without Cause or for Good Reason.

    


    
      	 	
              9.
                

            	
              Enforcement.

            


    

    


    (a)    For
      purposes of Sections 6, 7, or 8, the Company shall be deemed to include the
      Company, its predecessors and successors and any subsidiaries and affiliates
      of
      the Company.

    


    (b)    If,
      at
      the time of enforcement of Sections 6, 7, or 8, a court shall hold that the
      duration, scope, area, or other restrictions placed on Employee therein are
      unreasonable, as to duration, scope, area or other restrictions, those
      restrictions shall be reduced and enforceable to the maximum extent deemed
      reasonable by such court for the stated duration, scope, area, or other
      restrictions.

    


    (c)    The
      Parties agree that the Company, or its subsidiaries or affiliates would suffer
      irreparable harm from a breach by Employee of any of the covenants or agreements
      contained in Sections
      6, 7, or 8.
      Therefore, in the event of the actual or threatened breach by Employee of any
      of
      Sections
      6, 7, or 8,
      the
      Company or any of its subsidiaries or affiliates may, in addition and
      supplementary to other rights and remedies existing in its favor, apply to
      any
      court of law or equity of competent jurisdiction for specific performance and/or
      injunctive or other relief in order to enforce or prevent any violation of
      the
      provisions hereof. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              10.

            	
              Maintenance
                of Records.

            


    

    


    So
      long
      as Employee is employed by the Company, Employee shall maintain proper files
      and
      records relating to work performed by him in accordance with standard procedures
      of the Company or as otherwise reasonably specified by the Company from time
      to
      time. All such files and records are to be kept in the Company’s custody and
      subject to its control and to be the exclusive property of the Company. Upon
      termination of Employee’s employment with the Company or any affiliate thereof,
      Employee shall deliver to the Company all files and records of any nature which
      are in Employee’s possession or control and which relate in any manner to his
      employment or to the activities of the Company or any affiliate
      thereof.

     

    
      	 	
              11.

            	
              Successors
                and Assigns.

            


    

     

    (a)   This
      Agreement and all rights of the Company hereunder shall inure to the benefit
      of
      and be enforceable by the Company’s successors and assigns. 

    


    (b)   This
      Agreement and all rights of Employee hereunder shall inure to the benefit of
      and
      be enforceable by Employee's personal or legal representatives, executors,
      administrators, successors, heirs, distributees, devisees, and legatees.


     

    
      	 	
              12.

            	
              Modification
                or Waiver. 

            


    

     

    No
      amendment, modification, waiver, termination, or cancellation of this Agreement
      shall be binding or effective for any purpose unless it is made in a writing
      signed by the Party against whom enforcement of such amendment, modification,
      waiver, termination, or cancellation is sought. No course of dealing between
      or
      among the Parties shall be deemed to affect or to modify, amend, or discharge
      any provision or term of this Agreement. No delay on the part of the Company
      or
      Employee in the exercise of any of their respective rights or remedies shall
      operate as a waiver thereof, and no single or partial exercise by the Company
      or
      Employee of any such right or remedy shall preclude other or further exercise
      thereof. A waiver of right or remedy on any one occasion shall not be construed
      as a bar to or waiver of any such right or remedy on any other
      occasion.

     

    
      	 	
              13.

            	
              Notices. 

            


    

     

    All
      notices or other communications required or permitted hereunder shall be made
      in
      writing and shall be deemed to have been duly given if delivered by hand or
      delivered by a recognized delivery service or mailed, postage prepaid, by
      express, certified or registered mail, return receipt requested, and addressed
      to the Employee or to the Company (with a copy addressed to Eric M. Hellige,
      Esq, Pryor Cashman Sherman & Flynn, 410 Park Avenue, New York, New York
      10022), at the address set forth above (or to such other address as shall have
      been previously provided in accordance with this Paragraph 13).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              14.

            	
              Governing
                Law.

            


    

     

    This
      Agreement will be governed by and construed in accordance with the laws of
      the
      State of New York without regard to principles of conflicts of laws thereunder.
      Any dispute arising out of this Agreement that is not settled by mutual consent
      of the parties shall be adjudicated by any federal or state court sitting in
      the
      County, City and State of New York. Each Party consents to the exclusive
      jurisdiction of such courts over any such dispute.

     

    
      	 	
              15.

            	
              Severability. 

            


    

     

    Whenever
      possible, each provision and term of this Agreement shall be interpreted in
      such
      manner as to be effective and valid under applicable law, but if any provision
      or term of this Agreement shall be held to be prohibited by or invalid under
      such applicable law, then such provision or term shall be ineffective only
      to
      the extent of such prohibition or invalidity, without invalidating or affecting
      in any manner whatsoever the remainder of such provisions or term or the
      remaining provisions or terms of this Agreement.

     

    
      	 	
              16.

            	
              Counterparts.  

            


    

     

    This
      Agreement may be executed in separate counterparts, each of which is deemed
      to
      be an original and both of which taken together shall constitute one and the
      same agreement.

     

    
      	 	
              17.

            	
              Headings.  

            


    

     

    The
      headings of the Paragraphs of this Agreement are inserted for convenience only
      and shall not be deemed to constitute a part hereof and shall not affect the
      construction or interpretation of this Agreement.

     

    
      	 	
              18.

            	
              Entire
                Agreement. 

            


    

     

    This
      Agreement constitutes the entire agreement of the Parties with respect to the
      subject matter hereof and supersedes all other prior agreements and
      undertakings, both written and oral, among the Parties with respect to the
      subject matter hereof.

     

    
      	 	
              19. 

            	
              Survival
                of Agreements. 

            


    

     

    The
      covenants made in Sections 5, 6, 7, 8, 9, and 11-16 shall survive the
      termination of this Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In
      Witness Whereof,
      the
      undersigned have executed this Agreement as of the date first above
      written.

     

    
      	 	
              IMPART
                MEDIA GROUP, INC.

            	 
	
               

            	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/Joseph
                Martinez

            	 
	 	 	
              Name:
                Joseph Martinez

            	 
	 	 	
              Title:
                Chief Financial Officer

            	 
	 	 	 	 
	 	
              EMPLOYEE

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/Michael
                Medico

            	 
	 	
              Michael
                Medico