Unassociated Document


    EMPLOYMENT
      AGREEMENT

    


    AGREEMENT
      (the
      “AGREEMENT”),
      dated
      June —, 2008 by and between SFH
      I Acquisition Corp.
      (the
      “COMPANY”),
      and
      Sanjiw
      Kumar Siugh (the
      “EXECUTIVE”).

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      the
      Company desires to employ the Executive as its Chief Executive Officer upon
      the
      terms and subject to the conditions contained in this Agreement;
      and

    


    WHEREAS,
      the
      Company is currently has
      acquired
      all of the issued and outstanding equity interest in Protech Biosystems Pvt.
      Ltd
      (“Protech”); and

    


    WHEREAS,
      the
      Executive currently was
      serving
      as the
      Chief Executive Officer of Protech; and

    


    WHEREAS,
      subject
      to the closing of the acquisition of Protech, the Company desires to retain
      the
      services of the Executive as the Company’s chief executive officer.

    


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

    


    1.
      Employment.

    


    (a)
      Services. The Executive will be employed by the Company as its Chief Executive
      Officer. The Executive will be primarily responsible for the operations
      of the Company and oversee the
      operations of Protech. The Executive will report to the Board of Directors
      of
      the Company (the “Board”) and shall perform such duties as are consistent with
      the position as Chief Executive Officer (the “Services”). The Executive agrees
      to perform such duties faithfully, to devote all of his working time, attention
      and energies to the business of the Company, and while he remains employed,
      not
      to engage in any other business activity that is in conflict with your duties
      and obligations to the Company. The
      executive will receive not receive any compensation as a result of any services
      provided for and on behalf of Protech.

    


    (b)
      Acceptance. Executive hereby accepts such employment and agrees to render the
      Services.

    


    2.
      Term.

    


    The
      Executive’s employment under this Agreement (the “Term”) shall commence as of
      the Effective Date (as hereinafter defined) and shall continue for a term of
      two
      (2) years, unless sooner terminated pursuant to Section 9 of this Agreement.
      Notwithstanding anything to the contrary contained herein, the provisions of
      this Agreement governing protection of Confidential Information shall continue
      in effect as specified in Section 6 hereof and survive the expiration or
      termination hereof. The Term may be extended for additional one (1) year periods
      upon mutual written consent of the Executive and the

    Board.

    


    3.
      Best Efforts; Place of Performance.

    


    (a)
      The
      Executive shall devote substantially all of his business time, attention and
      energies to the business and affairs of the Company and shall use his best
      efforts to advance the best interests of the Company and shall not during the
      Term be actively engaged in any other business activity, whether or not such
      business activity is pursued for gain, profit or other pecuniary advantage,
      that
      will interfere with the performance by the Executive of his duties hereunder
      or
      the Executive’s availability to perform such duties or that will adversely
      affect, or negatively reflect upon, the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b)
      The
      duties to be performed by the Executive hereunder shall be performed primarily
      at Protech’s corporate offices, or such other place as the Board may reasonably
      designate.

    


    4.
      Directorship.

    


    The
      Company shall use its best efforts to cause the Executive to be elected as
      a
      member of its Board of Directors throughout the Term and shall include him
      in
      the management slate for election as a director at every stockholders meeting
      during the Term at which his term as a director would otherwise expire. The
      Executive agrees to accept election, and to serve during the Term, as director
      of the Company, without any additional compensation therefor other than as
      specified in this Agreement.

    


    5.
      Compensation.

    


    As
      full
      compensation for the performance by the Executive of his duties under this
      Agreement, the Company shall pay the Executive as follows:

    


    (a)
      Base
      Salary. The Company shall pay Executive a salary (the “Base Salary”) equal to
      $84,000 per year. Payment shall be made monthly, on the last day of each
      calendar month or as agreed between the Company and the Executive. Said payment
      shall be in lieu of any other compensation currently being paid to the Executive
      by Protech. No payments will be made to the Executive as compensation in
      connection with any services provided as an officer or director of
      SFH.

    


    (b)
      Discretionary Bonus. At the sole discretion of the Board of Directors of the
      Company, the Executive shall receive an additional annual bonus based upon
      his
      performance on behalf of the Company during the prior year. Factors to be
      considered by the Board of Directors shall include, but not be limited to,
      the
      growth and profitability of Protech. The Discretionary Bonus shall be payable
      either as a lump-sum payment or in installments as determined by the Board
      of
      Directors of the Company in its sole discretion. In addition, the Board of
      Directors of the Company shall annually review the Bonus to determine whether
      an
      increase in the amount thereof is warranted.

    


    (c)
      Expenses. The Company shall reimburse the Executive for all normal, usual and
      necessary expenses incurred by the Executive in furtherance of the business
      and
      affairs of the Company, including reasonable travel and entertainment, upon
      timely receipt by the Company of appropriate vouchers or other proof of the
      Executive’s expenditures and otherwise in accordance with any expense
      reimbursement policy as may from time to time be adopted by the
      Company.

    


    (d)
      Executive shall receive a housing allowance not to exceed $1,500 per month
      in
      connection with any hotel or accommodation expense incurred by the Employee
      in
      connection with any travel. In addition, the Executive shall be reimbursed
      for
      all reasonable expenses incurred in connection with the performance of the
      Executive’s job.

    


    (e)
      Executive shall be entitled to medical coverage to the same extent that other
      employees of the Company are offered medical coverage. Executive shall be
      entitled to up to 6 weeks absence for medical emergencies. The Company may
      require in its sole discretion, proof of medical emergency or
      necessity.

    


    (f)
      Executive shall, during the Term, be entitled to two weeks vacation per annum,
      in addition to holidays observed by the Company, The Executive shall not be
      entitled to carry any vacation forward to the next year of employment and shall
      not receive any compensation for unused vacation days.

     

    
      
         

      

      
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    6.
      Confidential Information and Inventions.

    


    (a)
      The
      Executive recognizes and acknowledges that in the course of his duties he is
      likely to receive confidential or proprietary information owned by the Company,
      its affiliates or third parties with whom the Company or any such affiliates
      has
      an obligation of confidentiality. Accordingly, during and after the Term, the
      Executive agrees to keep confidential and not disclose or make accessible to
      any
      other person or use for any other purpose other than in connection with the
      fulfillment of his duties under this Agreement, any Confidential and Proprietary
      Information (as defined below) owned by, or received by or on behalf of, the
      Company or any of its affiliates. “Confidential and Proprietary Information”
shall include, but shall not be limited to, business plans (both current and
      under development), client lists, promotion and marketing programs, trade
      secrets, or any other confidential or proprietary business information relating
      to business operations of the Company The Executive expressly acknowledges
      the
      trade secret status of the Confidential and Proprietary Information and that
      the
      Confidential and Proprietary Information constitutes a protectable business
      interest of the Company. The Executive agrees:(i) not to use any such
      Confidential and Proprietary Information for himself or others; and (ii) not
      to
      take any Company material or reproductions (including but not limited to
      writings, correspondence, notes, drafts, records, invoices, technical and
      business policies, computer programs or disks) thereof from the Company’s
      offices at any time during his employment by the Company, except as required
      in
      the execution of the Executive’s duties to the Company. The Executive agrees to
      return immediately all Company material and reproductions (including but not
      limited, to writings, correspondence, notes, drafts, records, invoices,
      technical and business policies, computer programs or disks) thereof in his
      possession to the Company upon request and in any event immediately upon
      termination of employment.

    


    (b)
      Except with prior written authorization by the Company, the Executive agrees
      not
      to disclose or publish any of the Confidential and Proprietary Information,
      or
      business information of any other party to whom the Company or any of its
      affiliates owes an obligation of confidence, at any time during or after his
      employment with the Company.

    


    7.
      Non-Competition, Non-Solicitation and Non-Disparagement.

    


    (a)
      The
      Executive understands and recognizes that his services to the Company are
      special and unique and that in the course of performing such services the
      Executive will have access to and knowledge of Confidential and Proprietary
      Information (as defined in Section 6) and the Executive agrees that, during
      the
      Term and for a period of six (6) months thereafter, he shall not in any manner,
      directly or indirectly, on behalf of himself or any person, firm, partnership,
      joint venture, corporation or other business entity (“PERSON”), enter into or
      engage in any business which is engaged in any business directly or indirectly
      competitive with the business of the Company, either as an individual for his
      own account, or as a partner, joint venture, owner, executive, employee,
      independent contractor, principal, agent, consultant, salesperson, officer,
      director or shareholder of a Person in a business competitive with the Company
      within the geographic area of the Company’s business, which is deemed by the
      parties hereto to be the United States. The Executive acknowledges that, due
      to
      the unique nature of the Company’s business, the loss of any of its clients or
      business flow or the improper use of its Confidential and Proprietary
      Information could create significant instability and cause substantial damage
      to
      the Company and its affiliates and therefore the Company has a strong legitimate
      business interest in protecting the continuity of its business interests and
      the
      restriction herein agreed to by the Executive narrowly and fairly serves such
      an
      important and critical business interest of the Company. For purposes of this
      Agreement, the Company shall be deemed to be actively engaged in the business
      of
      developing generic drugs. Notwithstanding the foregoing, nothing contained
      in
      this Section 7(a) shall be deemed to prohibit the Executive from (i) acquiring
      or holding, solely for investment, publicly traded securities of any
      corporation, some or all of the activities of which are competitive with the
      business of the Company so long as such securities do not, in the aggregate,
      constitute more than three percent (3%) of any class or series of outstanding
      securities of such corporation.

     

    
      
         

      

      
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    (b)
      During the Term and for a period of 6 months thereafter, the Executive shall
      not, directly or indirectly, without the prior written consent of the
      Company:

    


    (i)
      solicit or induce any employee of the Company or any of its affiliates to leave
      the employ of the Company or any such affiliate; or hire for any purpose any
      employee of the Company or any affiliate or any employee who has left the
      employment of the Company or any affiliate within one year of the termination
      of
      such employee’s employment with the Company or any such affiliate or at any time
      in violation of such employee’s non-competition agreement with the Company or
      any such affiliate; or

    


    (ii)
      solicit or accept employment or be retained by any Person who, at any time
      during the term of this Agreement, was an agent, client or customer of the
      Company or any of its affiliates where his position will be related to the
      business of the Company or any such affiliate; or (iii) solicit or accept the
      business of any agent, client or customer of the Company or any of its
      affiliates with respect to products, services or investments similar to those
      provided or supplied by the Company or any of its affiliates.

    


    (c)
      The
      Company and the Executive each agree that both during the Term and at all times
      thereafter, neither party shall directly or indirectly disparage, whether or
      not
      true, the name or reputation of the other party or any of its affiliates,
      including but not limited to, any officer, director, employee or shareholder of
      the Company or any of its affiliates.

    


    (d)
      In
      the event that the Executive breaches any provisions of Section 6 or this
      Section 7 or there is a threatened breach, then, in addition to any other rights
      which the Company may have, the Company shall (i) be entitled, without the
      posting of a bond or other security, to injunctive relief to enforce the
      restrictions contained in such Sections and (ii) have the right to require
      the
      Executive to account for and pay over to the Company all compensation, profits,
      monies, accruals, increments and other benefits (collectively ‘BENEFITS”)
      derived or received by the Executive as a result of any transaction constituting
      a breach of any of the provisions of Sections 6 or 7 and the Executive hereby
      agrees to account for and pay over such Benefits to the Company.

    


    (e)
      Each
      of the rights and remedies enumerated in Section 7(d) shall be independent
      of
      the others and shall be in addition to and not in lieu of any other rights
      and
      remedies available to the Company at law or in equity. If any of the covenants
      contained in this Section 7, or any part of any of them, is hereafter construed
      or adjudicated to be invalid or unenforceable, the same shall not affect the
      remainder of the covenant or covenants or rights or remedies which shall be
      given fill effect without regard to the invalid portions. If any of the
      covenants contained in this Section 7 is held to be invalid or unenforceable
      because of the duration of such provision or the area covered thereby, the
      parties agree that the court making such determination shall have the power
      to
      reduce the duration and/or area of such provision and in its reduced form such
      provision shall then be enforceable. No such holding of invalidity or
      unenforceability in one jurisdiction shall bar or in any way affect the
      Company’s right to the relief provided in this Section 7 or otherwise in the
      courts of any other state or jurisdiction within the geographical scope of
      such
      covenants as to breaches of such covenants in such other respective states
      or
      jurisdictions, such covenants being, for this purpose, severable into diverse
      and independent covenants.

    


    (f)
      The
      provisions of this Section 7 shall survive any termination of this
      Agreement.

     

    
      
         

      

      
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    8.
      Representations and Warranties by the Executive.

    


    The
      Executive hereby represents and warrants to the Company as follows:

    


    (i)
      Neither the execution or delivery of this Agreement nor the performance by
      the
      Executive of his duties and other obligations hereunder violate or will violate
      any statute, law, determination or award, or conflict with or constitute a
      default or breach of any covenant or obligation under (whether immediately,
      upon
      the giving of notice or lapse of time or both) any prior employment agreement,
      contract, or other instrument to which the Executive is a party or by which
      he
      is bound.

    


    (ii)
      The
      Executive has the full right, power and legal capacity to enter and deliver
      this
      Agreement and to perform his duties and other obligations hereunder. This
      Agreement constitutes the legal, valid and binding obligation of the Executive
      enforceable against him in accordance with its terms. No approvals or consents
      of any persons or entities are required for the Executive to execute and deliver
      this Agreement or perform his duties and other obligations
      hereunder.

     

    9.
      Termination.

    


    The
      Executive’s employment hereunder shall be terminated upon the Executive’s death
      and may be terminated as follows;

    


    (a)
      The
      Executive’s employment hereunder may be terminated by the Board of Directors of
      the Company for Cause. Any of the following actions by the Executive shall
      constitute “CAUSE”:

    


    (i)
      The
      willful failure, disregard or refusal by the Executive to perform his duties
      hereunder

    


    (ii)
      Any
      willful, intentional or grossly negligent act by the Executive having the effect
      of injuring, in a material way (whether financial or otherwise and as determined
      in good-faith by a majority of the Board of Directors of the Company), the
      business or reputation of the Company or any of its affiliates, including but
      not limited to, any officer, director, executive or shareholder of the Company
      or any of its affiliates;

    


    (iii)
      Willful misconduct by the Executive in respect of the duties or obligations
      of
      the Executive under this Agreement, including, without limitation,
      insubordination with respect to directions received by the Executive from the
      Board of Directors of the Company;

    


    (iv)
      The
      Executive’s indictment of any felony or a misdemeanor involving moral turpitude
      (including entry of a nolo contendere plea);

    


    (v)
      The
      determination by the Company, after a reasonable and good-faith investigation
      by
      the Company following a written allegation by another employee of the Company,
      that the Executive engaged in some form of harassment prohibited by law
      (including, without limitation, age, sex or race discrimination), unless the
      Executive’s actions were specifically directed by the Board of Directors of the
      Company;

    


    (vi)
      Any
      misappropriation or embezzlement of the property of the Company or its
      affiliates (whether or not a misdemeanor or felony);

    


    (vii)
      Breach by the Executive of any of the provisions of Sections 6, 7 or 8 of this
      Agreement and (viii) Breach by the Executive of any provision of this Agreement
      other than those contained in Sections 6, 7 or 8 which is not cured by the
      Executive within thirty (30) days after notice thereof is given to the Executive
      by the Company.

     

    
      
         

      

      
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    (b)
      The
      Executive’s employment hereunder may be terminated by the Board of Directors of
      the Company due to the Executive’s Disability. For purposes of this Agreement, a
      termination for “DISABILITY”
      shall
      occur (i) when the Board of Directors of the Company has provided a written
      termination notice to the Executive supported by a written statement from a
      reputable independent physician to the effect that the Executive shall have
      become so physically or mentally incapacitated as to be unable to resume, within
      the ensuing twelve (12) months, his employment hereunder by reason of physical
      or mental illness or injury, or (ii) upon rendering of a written termination
      notice by the Board of Directors of the Company after the Executive has been
      unable to substantially perform his duties hereunder for 90 or more consecutive
      days, or more than 120 days in any consecutive twelve month period, by reason
      of
      any physical or mental illness or injury. For purposes of this Section 9(b),
      the
      Executive agrees to make himself available and to cooperate in any reasonable
      examination by a reputable independent physician retained by the
      Company.

    


    (c)
      The
      Executive’s employment hereunder may be terminated by the Executive for Good
      Reason. For purposes of this Agreement, “GOOD REASON’ shall mean any of the
      following: (i) the assignment to the Executive of duties inconsistent with
      the
      Executive’s position, duties, responsibilities, titles or offices as described
      herein, (ii) any material reduction by the Corporation
      of the Executive’s duties and responsibilities or (iii) any reduction by the
      Corporation of the Executive’s compensation or benefits payable hereunder (it
      being understood that a reduction of benefits applicable to all employees of
      the
      Corporation, including the Executive, shall not be deemed a reduction of the
      Executive’s compensation package for purposes of this definition).

    


    10.
      Compensation upon Termination.

    


    (a) If
      the
      Executive’s employment is terminated as a result of his death or Disability, the
      Company shall pay to the Executive or to the Executive’s estate, as applicable,
      (x) his Base Salary and any accrued but unpaid Bonus and expense reimbursement
      amounts through the date of his Death or Disability. All Stock Options that
      are
      scheduled to vest by the end of the calendar year in which such termination
      occurs shall be accelerated and deemed to have vested as of the termination
      date. All Stock Options that have not vested (or been deemed pursuant to the
      immediately preceding sentence to have vested) as of the date of termination
      shall be deemed to have expired as of such date.

    


    (b)If
      the
      Executive’s employment is terminated by the Board of Directors of the Company
      for Cause, then the Company shall pay to the Executive his Base Salary through
      the date of his termination and the Executive shall have no further entitlement
      to any other compensation or benefits from the Company. All Stock Options that
      have not vested as of the date of termination shall be deemed to have expired
      as
      of such date. Any Stock Options that have vested as of the date of the
      Executive’s termination for Cause shall remain exercisable for a period of 90
      days.

    


    (c) If
      the
      Executive’s employment is terminated by the Company other than as a result of
      the Executive’s death or Disability and other than for reasons specified in
      Sections 10(b) then the Company shall (i) continue to pay to the lesser of
      the
      Executive’s Base Salary for a period of one year following such termination or
      the remaining term under his employment agreement, and (ii) pay the Executive
      any expense reimbursement amounts owed through the date of termination. The
      Company’s obligation under clauses (i) and (ii) in the preceding sentence shall
      be subject to offset by any amounts otherwise received by the Executive from
      any
      employment during the one year period following the termination of his
      employment. All Stock Options that are scheduled to vest by the end of the
      calendar year in which such termination occurs shall be accelerated and deemed
      to have vested as of the termination date. All Stock Options that have not
      vested (or been deemed pursuant to the immediately preceding sentence to have
      vested) as of the date of termination shall be deemed to have expired as of
      such
      date. My Stock Options that have vested as of the date of the Executive’s
      termination shall remain exercisable for a period of 90 days.

     

    
      
         

      

      
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    (d)This
      Section 10 sets forth the only obligations of the Company with respect to the
      termination of the Executive’s employment with the Company, and the Executive
      acknowledges that, upon the termination of his employment, he shall not be
      entitled to any payments or benefits which are not explicitly provided in
      Section 10.

    


    (e) The
      provisions of this Section 10 shall survive any termination of this
      Agreement.

    


    11.
      Miscellaneous.

    


    (a) This
      Agreement shall be governed by, and construed and interpreted in accordance
      with, the laws of the State of Florida, without giving effect to its principles
      of conflicts of laws.

    


    (b) Any
      dispute arising out of, or relating to, this Agreement or the breach thereof
      (other than Sections 6 or 7 hereof); or regarding the interpretation thereof,
      shall be finally settled by arbitration conducted in Palm Beach County, Florida
      in accordance with the rules of the American Arbitration Association then in
      effect before a single arbitrator appointed in accordance with such rules.
      Judgment upon any award rendered therein may be entered and enforcement obtained
      thereon in any court having jurisdiction. The arbitrator shall have authority
      to
      grant any form of appropriate relief, whether legal or equitable in nature,
      including specific performance. For the purpose of any judicial proceeding
      to
      enforce such award or incidental to such arbitration or to compel arbitration
      and for purposes of Sections 6 and 7 hereof, the parties hereby submit to the
      non-exclusive jurisdiction of the Circuit Court in and for Dade County, Florida
      and agree that service of process in such arbitration or court proceedings
      shall
      be satisfactorily made upon it if sent by registered mail addressed to it at
      the
      address referred to in paragraph (g) below. The costs of such arbitration shall
      be borne proportionate to the finding of fault as determined by the arbitrator.
      Judgment on the arbitration award may be entered by any court of competent
      jurisdiction.

     

    (c)
      This
      Agreement, and the Executive’s rights and obligations hereunder, may not be
      assigned by the Executive. The Company may assign its rights, together with
      its
      obligations, hereunder in connection with any sale, transfer or other
      disposition of all or substantially all of its business or assets.

    


    (d)
      This
      Agreement cannot be amended orally, or by any course of conduct or dealing,
      but
      only by a written agreement signed by the parties hereto.

    


    (e)
      The
      failure of either party to insist upon the strict performance of any of the
      terms, conditions and provisions of this Agreement shall not be construed as
      a
      waiver or relinquishment of future compliance therewith, and such terms,
      conditions and provisions shall remain in full force and effect. No waiver
      of
      any term or condition of this Agreement on the part of either party shall be
      effective for any purpose whatsoever unless such waiver is in writing and signed
      by such party.

    


    (f)
      All
      notices, requests, consents and other communications, required or permitted
      to
      be given hereunder, shall be in writing and shall be delivered personally or
      by
      an overnight courier service or sent by registered or certified mail, postage
      prepaid, return receipt requested, and shall be deemed given when so delivered
      personally or by overnight courier, or, if mailed, five days after the date
      of
      deposit in the United States mails.

     

    (g)
      This
      Agreement sets forth the entire agreement and understanding of the parties
      relating to the subject matter hereof, and supersedes all prior agreements,
      arrangements and understandings, written or oral, relating to the subject matter
      hereof. No representation, promise or inducement has been made by either party
      that is not embodied in this Agreement, and neither party shall be bound by
      or
      liable for any alleged representation, promise or inducement not so set
      forth.

    


    (h)
      As
      used in this Agreement, “affiliate” of a specified Person shall mean and include
      any Person controlling, controlled by or under common control with the specified
      Person.

    


    (i)
      The
      section headings contained herein are for reference purposes only and shall
      not
      in any way affect the meaning or interpretation of this Agreement.

    


    (j)
      This
      Agreement may be executed in any number of counterparts, each of which shall
      constitute an original, but all of which together shall constitute one and
      the
      same instrument.

     

    
      
         

      

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

     

     

    SFH1
      Acquisition Corp.

     

    /s/
      Armen Karapetyan

    ———————————

    By:
      Armen Karapetyan, President

    


    Executive:

    


    /s/
      Sanjiw Kumar Singh

    ———————————

    Sanjiw
      Kumar Singh

     

    
      
         

      

      
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