Exhibit 10.1


 


HighLight
Networks Inc. Employment
Agreement


 


This Employment
Agreement (hereinafter referred
to as "Agreement"),
is entered into
as of this 15th of
April, 2013,
by and between HighLight Networks
Inc., (hereinafter referred to as the "Company") and Danny Mendelson
("MENDELSON").


WITNESSETH:


 


WHEREAS, the
Company desires to
employ MENDELSON and
MENDELSON desires to
be


employed by
the Company as
the Executive Vice President (EVP)
and Chief Operating Officer (CEO) of EZRecycling, Inc. (EZ) upon the
terms and conditions set
forth herein;
and


 


WHEREAS, MENDELSON
and Company desire
to reduce the
terms of MENDELSON’s


employment with
the Company to
a written contract;


 


NOW THEREFORE,
in consideration of
the premises and
mutual covenants


contained herein
and intending to
be legally bound
hereby, the parties
hereto agree as
follows:


 


1.
Employment.


Pursuant
to the terms
of this Agreement,
the Company hereby
employs MENDELSON as
the EVP of Company and as CEO of EZRecycling, Inc.


 


MENDELSON shall
report directly to
the Chief Executive Officer of the Company and
shall perform such duties
as are customarily
performed by a
person holding the position of
EVP and CEO in businesses similar to
those engaged in by the Company and its subsidiaries and
shall, in addition, render such
other reasonable services as may be
assigned to him, from time
to time, by the Company’s
CEO or their designee within MENDELSON's scope
of experience, training and expertise.


 


MENDELSON hereby
agrees to be
employed as EVP
of the Company and CEO of EZ
for the term
hereof as set forth below. MENDELSON
agrees that he shall at all times faithfully and to the best of his ability, perform all of the duties that may reasonably be
requested of him within
his scope of experience,
training and expertise pursuant to the terms
of this Agreement.


 


The
Company represents and
warrants to MENDELSON
that this Agreement
has been duly
and validly authorized and
executed by and
on behalf of the
Company and that it constitutes the
lawful, valid and binding obligation of
the Company.


 


MENDELSON
represents and warrants
to the Company
that he is
free to accept
employment hereunder and that
he has no
prior or existing obligations, commitments
or restraints of any kind
that would in any
way hinder or interfere with
his acceptance of, or the full performance of, his employment hereunder . When
executed, this Agreement will constitute
the lawful, valid
and binding obligation of MENDELSON.


 


During
his employment with
the Company, MENDELSON
shall devote not
less than 90% of
his working time, to
the performance of his responsibilities
hereunder in a manner which will faithfully and diligently further the
business and interest of the Company.
Subject to and consistent with the provisions
of Paragraph seven (7) below, MENDELSON,
during and while employed by
the Company, may not
provide any services to or receive
any compensation from any competitor
or potential competitor of the Company.


 


2. 
Term.


Unless
earlier terminated in
accordance with Paragraph
five (5) below,
this Agreement shall continue
for an initial
period of one (1)
year from the
date on which
both parties execute this
Agreement.




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Thereafter,
this Agreement
shall be
extended automatically
for successive terms
of one
(1) year
unless (i)
the Company
or MENDELSON
gives written notice of termination to
the other
party hereto at
least Sixty (60) days
prior to the
termination of the
initial term of
employment hereunder or any
renewal term thereof,
or (ii) unless earlier terminated as herein
provided.


 


		3.	Compensation.



		a)	Salary.



Company shall
pay to MENDELON
an annual salary
of two hundred
thousand dollars (US


$200,000)
contingent upon the
conditions set forth
in this Paragraph.
MENDELSON's salary and other
benefits shall be
reviewed annually by the Board of
Directors of the Company and with
MENDELSON. The salary shall be paid in equal
periodic installments in accordance with the Company's salary practices. The salary
payment shall not in any way limit
or reduce any other obligation of the Company hereunder,
and no other compensation, benefit or payment hereunder
shall in any way limit or reduce
the obligation of the Company to pay MENDELSON's salary hereunder. A portion of MENDELSON's salary is included as a portion
of the Company's SG&A, but shall not be paid in full if capital or revenue is not available to the Company during the term
of this Agreement. Such salary will begin once EBITDA has reached two million dollars ($2,000,000) based on a twelve month trailing
average beginning April 1, 2013.


 


		b)	Stock.



As additional compensation, Company agrees to deliver
to MENDELSON one hundred fifty (150,000) thousand shares of Restricted Common Stock in HighLight Networks, Inc., par value $0.001
per share, (hereinafter “HNET shares”) in two certificates of seventy-five thousand (75,000) each as follows:


 


                    
i.     The
first certificate will be fully vested upon issue.


                  
ii.     The
second certificate will be designated to be vested one (1) full year after the execution date of this agreement.


                 
iii.    
Should MENDELSON leave or be separated from the Company before that time, the second certificate
will be cancelled and he will return the certificate to the Company for its records.


 


		c)	Expenses.



During the
term of MENDELSON's
employment hereunder, MENDELSON
shall receive


reimbursement
from the Company
for all reasonable
expenses incurred by
MENDELSON in the performance
of his duties
hereunder, including,
by way of example
and not limitation, travel and living expenses
while away from home
on business at the request of
or in the service of the
Company, provided that such expenses are incurred and
accounted for in accordance with the standard
policies and procedures established, from time to time, by
the Company for reimbursement of expenses.


 


		d)	Bonus.



MENDELSON
shall be entitled
to receive a
quarterly performance bonus
equal to 1%
of net margin, defined
as revenues after cost of goods sold and
before SG&A, paid quarterly,
As long as the net
result is that the
Company achieves an EDITDA of no
less than 10% of revenues.


 


		e)	Other Benefits.



MENDELSON
shall be entitled
to participate in
the same manner
as other officers
of the Company in
such life insurance, medical, dental,
disability, pension, retirement plans and
other programs as may be established
by the Company, from time to time, for the
benefit of its officers. Except as provided
elsewhere herein, nothing herein shall affect the
Company's right to amend, modify
or terminate any retirement or
other benefit plan at any time for any reason.


 


		f)	Vacation.



MENDELSON shall
be entitled to
vacation as mutually approved until such time as the Company adopts a formal vacation policy including all corporate officers.


 


4. 
Warranties and
Indemnification by the
Company. The Company warrants
and represents to
MENDELSON that:




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a) 
The Company
shall indemnify and
save MENDELSON harmless
from any and
all claims incurred or
made against MENDELSON
arising directly or
indirectly from any
negligent or wrongful acts or omissions
by the Company,
provided that any such negligent or wrongful acts
or omissions do not occur
as a result of
MENDELSON's own acts or
failure to act on behalf
of the Company in his
role as EVP or as the CEO of EZ. The Company
shall use its best efforts to obtain insurance of the kind and amount reasonably necessary
to provide adequate protection to MENDELSON.


 


b) 
The
Company shall provide to
MENDELSON any assistance
or access to
information and facilities reasonably
required by MENDELSON
to perform his
obligations under this Agreement.


 


		c)	The
Company shall provide
MENDELSON reasonable assistance
in his compliance
with the legal requirements
existing from time
to time so
as to allow
MENDELSON to perform his duties
as the Company's
EVP and as CEO of EZ.



 


		5.	Termination of
Employment.



This
Agreement and MENDELSON's
employment hereunder may
be terminated only
under the following circumstances
during the term
of this Agreement:


 


		a)	Termination
by MENDELSON.



MENDELSON may
terminate his employment
with the Company
for any reason
by giving the


Company
not less than
60 days prior
notice of his
intent to terminate
his employment. In the
event of the termination of this
Agreement by MENDELSON, and at
Company's option, Company may immediately terminate MENDELSON’s employment and
shall only pay MENDELSON's salary earned
and owed up
to the date
of such termination and MENDELSON
shall not be entitled to
the benefits of Paragraph six (6)
below.


 


		b)	Death.



MENDELSON's employment
hereunder shall terminate
upon his death.


 


		c)	Disability.



If
as a result
of MENDELSON's incapacity due
to physical or
mental illness,
MENDELSON shall have been
unable to perform his
duties hereunder for a period of two
(2) consecutive months during the term hereof, the Company may terminate MENDELSON's
employment hereunder.


 


		d)	Termination by
Employer



Company
may terminate MENDELSON's
employment with the
Company for cause. "Cause"
for the purposes
of this Agreement,
shall include the
Company's good faith belief that
MENDELSON has engaged in any
one or more of the following: willful
misconduct, fraud, misappropriation , embezzlement, gross negligence,
incompetence , self-dealing, dishonesty, misrepresentation , material violation
of any Company policy or any provisions of
this Agreement (i.e., confidentiality, ethics, harassment/
discrimination, or violence, substance or
alcohol abuse) unsatisfactory performance or incompetence. "Cause “also shall
include MENDELSON's inability to perform the essential functions of his job
as described to date, for any reason, for a period
of time set forth in Paragraph seven
(7) above, and any other circumstances which, under applicable law, would give the
Company the right to terminate MENDELSON , with
such termination being deemed to be
for cause.


 


 


6. Compensation
Upon Termination of Employment.


a) 
If MENDELSON's
employment is terminated
for cause under
Paragraph 5(d) above,
the Company shall pay
MENDELSON his full
salary  through the termination date, ,
plus all expense reimbursements
outstanding, if any, and the Company shall
have no further obligations whatsoever to MENDELSON under this Agreement, except as
may be expressly provided elsewhere herein.


 






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b) 
The termination
of MENDELSON's employment
either by MENDELSON
or by the
Company, whether with
or without Cause,
shall not release MENDELSON from MENDELSON's obligations and
restrictions under Paragraph seven (7) of this Agreement.


 


c) 
Regardless of
the reason for
the termination of
MENDELSON's employment, whether
by MENDELSON or the
Company, whether with
or without Cause, whether or
not due to MENDELSON's death, MENDELSON (or his estate) will receive
pay for any
days actually worked by MENDELSON plus expenses prior to
the termination of his employment.
If such termination is without cause MENDELSON will also be entitled the pro-rata portion of any bonuses due through the termination
date. Regardless of the reason for the termination of MENDELSON 's employment , whether
by MENDELSON or the Company, whether with or without Cause, whether or not due
to MENDELSON's death, MENDELSON (or his estate)
shall not be eligible for any
Company-paid benefits subsequent to the
termination of his employment. In particular, and by way of example only, if
MENDELSON’s termination is for anything other than no cause his eligibility to
continue to participate in Company’s
group health plan, if any, pursuant to COBRA
shall be at his
sole expense effective on the first
day of the month following the
month to which his employment terminates, subject to COBRA's eligibility requirements
and other terms, conditions, restrictions and exclusions as applicable. If the termination
is for no cause then the Company shall cover MENDELSON’s health care cost for two years, the period of which shall be at
MENDELSON’s election.


 


		7.	Restrictions on
Competition and Non-Disclosure.



		a)	Non-Disclosure of information.



i. 
MENDELSON shall
not, directly or
indirectly, disclose to
any person or
entity for any reason,
or use for
his own personal
benefit, any Confidential Information
(as defined below) either
during his employment
with the Company or
following termination of that employment
for Cause for a period of
three years after termination
of this Agreement;


 


ii. 
MENDELSON shall,
at all times
take all precautions
necessary to protect
from loss or disclosure
by him of
any and all
documents or other information
containing, referring to or relating to
such Confidential Information.
Upon termination of his employment with
the Company for any reason,
whether voluntary or involuntary, MENDELSON
shall promptly return to the Company any
and all documents or
other tangible property containing, referring
to or relating to
such Confidential Information, whether prepared by
him or others;


 


iii. 
Notwithstanding
any provision to
the contrary in
this Paragraph seven
(7), this Paragraph shall
not apply to
information which has
become part of the public domain
or is otherwise publicly disclosed
through no fault or action
of MENDELSON.


If MENDELSON has
reason to believe
that he may
be legally required
to disclose Confidential Information,
he shall give
the Company reasonable
notice prior to disclosure 
so that  it may seek to protect the
confidentiality of such information;


 


iv. 
For purposes
of this Agreement "Confidential
Information" means any information
relating in any
way to the
business of the Company
disclosed to or known to
MENDELSON as a
consequence of, result of, or through
MENDELSON's employment by the Company
which consists of technical and
non-technical information about the Company's
production, processes , programs, concepts, forms, business methods, data,
any and all financial and accounting
data, marketing, customers, customer
lists, and services and information corresponding
thereto acquired by MENDELSON during the
term of MENDELSON's employment by the Company. Confidential
Information shall not include any of
such items which are published or are otherwise
part of the public domain or freely
available from trade sources
or otherwise.


 


		b)	Disclosure of
Works and Inventions/Assignment
of Patents.





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MENDELSON
shall maintain such
records of his
work as the
Company may direct
from time to time
MENDELSON shall promptly disclose to
the Company, in writing, any and all copyrightable works, including software, and any
and all discoveries, inventions, technological innovations and improvements, whether patentable or not (whether it be a machine,
process, apparatus, article, composition, design, software, writing or other thing) conceived or made by MENDELSON, solely or jointly,
during the period of his employment with the Company, whether or not authorized,
conceived or made during working hours or with the Company's equipment or facilities,
which relates in any manner to the existing or contemplated business of the Company. Unless otherwise waived in writing by the
Company, all such copyrightable works (including software), discoveries, inventions, technological innovations and improvements
shall be the exclusive property of the Company with respect to any and all countries
in the world and MENDELSON shall assign and hereby does assign all right, title and interest thereto the Company or its nominee;


 


i.   
MENDELSON, both
during his employment
and thereafter ,
shall cooperate fully
with the Company in
taking all actions
and measures necessary
for the Company to acquire and
perfect its ownership of all such property
..Whenever required to do so by the Company, MENDELSON shall execute any and all applications,
assignments or other instruments which the
Company shall deem necessary to apply
for and obtain Letters Patent or copyrights
of the United States or any foreign country or to otherwise protect the Company
's interest therein . Such obligations shall continue
beyond the termination of employment with respect to works,


inventions,
discoveries and improvements
authorized,
conceived, made or reduced
to practice by
MENDELSON during the
period of employment, and shall be
binding upon MENDELSON's assigns,
executors, administrators and other legal representatives. In conformance with
Company policy from time to time,


MENDELSON
shall be reimbursed
by the Company
for reasonable expenses
incurred by MENDELSON in
connection with his
obligations under this Paragraph subject to MENDELSON’s furnishing adequate documentary evidence to substantiate
such expenses;


 


iii.
MENDELSON agrees that
in the event
of publication by
MENDELSON of written
or graphic materials, other
than works of fiction
or relating to subjects outside of the Company's business
, Company will retain and own all rights
in said materials, including right
of copyright.


 


		c)	Restrictions on
Competition.



 


i. 
MENDELSON agrees
that during his
employment with the
Company he shall
not, directly or indirectly,
solicit the trade
of or trade with, or otherwise do
business with, any customer or prospective
customer of the Company or any direct or
indirect competitor of the Company. Furthermore, for a period of two years following
the termination of his employment with the Company, MENDELSON shall not, directly
or indirectly, solicit the
trade of or trade
with, any customer,


prospective
customer, supplier or
prospective supplier of
the Company on
behalf


of or
for the benefit
of any direct
or indirect competitor
of the Company;


 


ii.  
MENDELSON agrees
that for a
period of two
(2) years following
the termination of
his employment with the Company,
MENDELSON shall not shall
not own, manage,
operate, consult or be
employed in a business substantially similar to,
or competitive with, the present business
of the Company or such other business
activity in which
the Company substantially engages during
the term of MENDELSON's employment.


 


iii. 
MENDELSON agrees
that during his
employment with the
Company and for
a period of two
(2) years following
the termination of MENDELSON's employment
with the Company, MENDELSON shall not, directly
or indirectly, solicit or induce,
or attempt to solicit
or induce, any employee of the Company to leave the Company for any reason whatsoever or
hire any employee of the Company;




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iv. 
During his
employment with the
Company, MENDELSON shall
not take any
action which might
divert from the
Company any opportunity
which would be
within the scope of
any present or
contemplated future business of the Company;


 


v. 
In the
event of the
sale or other
disposition of all
or substantially all
of the Company 's assets
or capital stock, MENDELSON agrees
to use his best efforts, in good faith, to assist
the purchaser (at the purchaser's request) during the transition phase for a period
of up to 12 months at MENDELSON's
then current compensation level. MENDELSON acknowledges, however, that
nothing contained herein shall be binding upon or otherwise
require the purchaser of the Company's assets or


capital
stock to continue
the employment of
MENDELSON after such
purchase and sale;


 


vi. 
The provisions
set forth in
Paragraph seven (7)
of this Agreement
shall survive the
termination of MENDELSON's
employment with the
Company, or the expiration of this
Agreement, as the case may be, and
shall continue to be
binding upon MENDELSON and Employer in accordance
with their respective terms;


 


vii. 
MENDELSON recognizes
and acknowledges that
the services to
be rendered by
him hereunder are of
a special and
unique character and
that the restrictions on MENDELSON's activities
contained in this Agreement are required
for the Company 's
reasonable protection. MENDELSON agrees
that in the event
of his breach of
any part


of Paragraph
seven (7) of
this Agreement ,
the Company will
be entitled, if
it so


elects,
to institute and prosecute proceedings
at law or
in equity to
obtain damages with respect
to such breach or
to enforce the
specific performance of
this Agreement by MENDELSON
or to enjoin MENDELSON from engaging
in any activity in violation hereof.
In the event
the Company institutes proceedings
at law for its protection, Company
shall be entitled
to receive from MENDELSON, and MENDELSON
agrees to pay all legal costs and
fees associated with such legal action.


 


		8.	Miscellaneous.



a)  
Notices. Any
notice required hereby
shall be in
writing, shall be
effective upon receipt, may
be sent by
facsimile transmission,
Email or original document by
hand delivery , overnight courier or certified mail,
return receipt requested, postage prepaid to
the address set forth below. The original
of any notice sent by facsimile
transmission or Email shall be delivered
to the addressee by the close of the business day next following
the date of the facsimile or Email
transmission or in the case
of international delivery, the close of
the third business day following the date
of the facsimile or Email transmission.
All notices shall
be sent to:


 


If
to the Company:


HighLight Networks, Inc.


7325
Oswego Road


Liverpool
, NY 13090


T:
315.451.4722


 


If to MENDELSON:


Danny Mendelson


1 Chellis Ct.


Owings Mills MD 21117


Email:
dmendelson,hma@gmail.com


T: 410.382.2640


 


Any party
may change its
address for notice
by giving
the other party
ten (10)
days notice of such change.




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b)  
 Validity. Any
term or provisions
of this Agreement
which is
invalid or
unenforceable in any jurisdiction
 shall, as to
such jurisdiction , be ineffective
to the extent of such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Agreement or affecting the validity or
enforceability of any term s or provisions
thereof.


 


c)  
Counterparts. This
Agreement may be
executed in one
or more counterparts,
each of which shall
be deemed an original, but all of
which shall constitute the same Agreement.


 


d)   
Modification.
This Agreement
sets forth the
entire agreement and
understanding of the parties
concerning the subject
matter hereof and supersedes all prior agreements and understandings between
the parties hereto. This Agreement may not
be amended or modified except
by written instrument executed by the parties hereto.


 


e)  
Governing Law.
This Agreement shall
be governed by
and construed in
accordance with the laws
of the State of New York without
giving effect to conflict of laws provisions
and without the aid
of any canon, custom or rule of law
requiring construction against the drafting person.


 


		f)	Binding Effect.
The terms and
provisions of this
Agreement shall
be binding upon
and



shall
inure to the
benefit of the
parties hereto,
their heirs,
successors and assigns.
In the event Company or substantially all its assets is acquired
by another entity, or in the event Company merges
with another entity, this Agreement shall remain in full force and effect. Neither party may assign,
convey or transfer the rights or obligations contained herein unless such obligations, assignment, conveyance or
transfer is consented to by the other,
which consent shall not be unreasonably denied, or such assignment, transfer or conveyance
is pursuant to a testamentary transfer or otherwise by  operation of law.


 


		g)	Headings.
Headings in this Agreement
are included herein
for convenience only
and shall not constitute
a part of
this Agreement for
any other purpose
or be given any substance effect.



 


h)  
Authorship. This
Agreement shall be
conclusively deemed to
have been jointly prepared
and authored by
the parties hereto
and their representatives and no ambiguity
shall be construed against any party hereto based on such
authorship.


 


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


 





	/s/ Alfonso Knoll	/s/ Danny Mendelson
	Alfonso Knoll	Danny Mendelson
	
        Director & President

        HighLight Networks, Inc
	 
	 	 


 


 


 


 


 


 


 


 




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Exhibit
10.1


 


HighLight
Networks Inc. Employment
Agreement


 


This Employment
Agreement (hereinafter referred
to as "Agreement"),
is entered into
as of this 15th of
April, 2013,
by and between HighLight Networks
Inc., (hereinafter referred to as the "Company") and Danny WEAVER
("WEAVER").


 


WITNESSETH:


 


WHEREAS, the
Company desires to
employ WEAVER and
WEAVER desires to
be


employed by
the Company as
the Executive Vice President (EVP)
and Chief Operating Officer (CEO) of EZRecycling, Inc. (EZ) upon the
terms and conditions set
forth herein;
and


 


WHEREAS, WEAVER
and Company desire
to reduce the
terms of WEAVER’s


employment with
the Company to
a written contract;


 


NOW THEREFORE,
in consideration of
the premises and
mutual covenants


contained herein
and intending to
be legally bound
hereby, the parties
hereto agree as
follows:


 


1.
Employment.


Pursuant
to the terms
of this Agreement,
the Company hereby
employs WEAVER as
the EVP and CO of the Company.


 


WEAVER shall
report directly to
the Chief Executive Officer of the Company and
shall perform such duties
as are customarily
performed by a
person holding the position of
EVP and COO in businesses similar to
those engaged in by the Company and its subsidiaries and
shall, in addition, render such
other reasonable services as may be
assigned to him, from time
to time, by the Company’s
CEO or their designee within WEAVER's scope
of experience, training and expertise.


 


WEAVER hereby
agrees to be
employed as EVP
of the Company and CEO of the Company
for the term
hereof as set forth below. WEAVER
agrees that he shall at all times faithfully and to the best of his ability, perform all of the duties that may reasonably be
requested of him within
his scope of experience,
training and expertise pursuant to the terms
of this Agreement.


 


The
Company represents and
warrants to WEAVER
that this Agreement
has been duly
and validly authorized and
executed by and
on behalf of the
Company and that it constitutes the
lawful, valid and binding obligation of
the Company.


 


WEAVER
represents and warrants
to the Company
that he is
free to accept
employment hereunder and that
he has no
prior or existing obligations, commitments
or restraints of any kind
that would in any
way hinder or interfere with
his acceptance of, or the full performance of, his employment hereunder . When
executed, this Agreement will constitute
the lawful, valid
and binding obligation of WEAVER.


 


During
his employment with
the Company, WEAVER
shall devote not
less than 90% of
his working time, to
the performance of his responsibilities
hereunder in a manner which will faithfully and diligently further the
business and interest of the Company.
Subject to and consistent with the provisions
of Paragraph seven (7) below, WEAVER,
during and while employed by
the Company, may not
provide any services to or receive
any compensation from any competitor
or potential competitor of the Company.




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6. 
Term.


Unless
earlier terminated in
accordance with Paragraph
five (5) below,
this Agreement shall continue
for an initial
period of one (1)
year from the
date on which
both parties execute this
Agreement. Thereafter, this Agreement shall
be extended automatically
for successive terms of one (1)
year unless (i) the Company or
WEAVER gives written notice of
termination to the other party
hereto at least Sixty (60)
days prior to the
termination of the initial term of
employment hereunder or any renewal
term thereof, or (ii) unless earlier
terminated as herein provided.


 


		7.	Compensation.



		g)	Salary.



Company shall
pay to WEAVER
an annual salary
of two hundred
thousand dollars (US


$200,000)
contingent upon the
conditions set forth
in this Paragraph.
WEAVER's salary and other
benefits shall be
reviewed annually by the Board of
Directors of the Company and with
WEAVER. The salary shall be paid in equal
periodic installments in accordance with the Company's salary practices. The salary
payment shall not in any way limit
or reduce any other obligation of the Company hereunder,
and no other compensation, benefit or payment hereunder
shall in any way limit or reduce
the obligation of the Company to pay WEAVER's salary hereunder. A portion of WEAVER's salary is included as a portion of
the Company's SG&A, but shall not be paid in full if capital or revenue is not available to the Company during the term of
this Agreement. Such salary will begin once EBITDA has reached two million dollars ($2,000,000) based on a twelve month trailing
average beginning April 1, 2013.


 


		h)	Stock.



As additional compensation, Company agrees to deliver
to WEAVER one hundred fifty (150,000) thousand shares of Restricted Common Stock in HighLight Networks, Inc., par value $0.001
per share, (hereinafter “HNET shares”) in two certificates of seventy-five thousand (75,000) each as follows:


 


                    
i.     The
first certificate will be fully vested upon issue.


                  
ii.     The
second certificate will be designated to be vested one (1) full year after the execution date of this agreement.


                 
iii.    
Should WEAVER leave or be separated from the Company before that time, the second certificate
will be cancelled and he will return the certificate to the Company for its records.


 


		i)	Expenses.



During the
term of WEAVER's
employment hereunder, WEAVER
shall receive


reimbursement
from the Company
for all reasonable
expenses incurred by
WEAVER in the performance
of his duties
hereunder, including,
by way of example
and not limitation, travel and living expenses
while away from home
on business at the request of
or in the service of the
Company, provided that such expenses are incurred and
accounted for in accordance with the standard
policies and procedures established, from time to time, by
the Company for reimbursement of expenses.


 


		j)	Bonus.



WEAVER
shall be entitled
to receive a
quarterly performance bonus
equal to 1%
of net margin, defined
as revenues after cost of goods sold and
before SG&A, paid quarterly,
As long as the net
result is that the
Company achieves an EDITDA of no
less than 10% of revenues.


 


		k)	Other Benefits.



WEAVER
shall be entitled
to participate in
the same manner
as other officers
of the Company in
such life insurance, medical, dental,
disability, pension, retirement plans and other
programs as may be established by the Company, from time
to time, for the benefit of its officers.
Except as provided elsewhere herein, nothing herein shall affect the
Company's right to amend, modify
or terminate any retirement or
other benefit plan at any time for any reason.


 


		l)	Vacation.



WEAVER shall
be entitled to
vacation as mutually approved until such time as the Company adopts a formal




    	2



    	 



    

vacation policy including all corporate officers.


 


8. 
Warranties and
Indemnification by the
Company. The Company warrants
and represents to
WEAVER that:


 


d) 
The Company
shall indemnify and
save WEAVER harmless
from any and
all claims incurred or
made against WEAVER
arising directly or
indirectly from any
negligent or wrongful acts or omissions
by the Company,
provided that any such negligent or wrongful acts
or omissions do not occur
as a result of
WEAVER's own acts or
failure to act on behalf
of the Company in his
role as EVP of the Company. The Company
shall use its best efforts to obtain insurance of the kind and amount reasonably necessary
to provide adequate protection to WEAVER.


 


e)  
The
Company shall provide to
WEAVER any assistance
or access to
information and facilities reasonably
required by WEAVER
to perform his
obligations under this Agreement.


 


		f)	The
Company shall provide
WEAVER reasonable assistance
in his compliance
with the legal requirements
existing from time
to time so
as to allow
WEAVER to perform his duties
as the Company's
EVP and as CEO of EZ.



 


		9.	Termination of
Employment.



This
Agreement and WEAVER's
employment hereunder may
be terminated only
under the following circumstances
during the term
of this Agreement:


 


		e)	Termination
by WEAVER.



WEAVER may
terminate his employment
with the Company
for any reason
by giving the


Company
not less than
60 days prior
notice of his
intent to terminate
his employment. In the
event of the termination of this
Agreement by WEAVER, and at
Company's option, Company may immediately terminate WEAVER’s employment and shall
only pay WEAVER's salary earned
and owed up
to the date
of such termination and WEAVER shall
not be entitled to the benefits of
Paragraph six (6) below.


 


		f)	Death.



WEAVER's employment
hereunder shall terminate
upon his death.


 


		g)	Disability.



If
as a result
of WEAVER's incapacity due
to physical or
mental illness,
WEAVER shall have been
unable to perform his
duties hereunder for a period of two
(2) consecutive months during the term hereof, the Company may terminate WEAVER's employment
hereunder.


 


		h)	Termination by
Employer



Company
may terminate WEAVER's
employment with the
Company for cause. "Cause"
for the purposes
of this Agreement,
shall include the
Company's good faith belief that
WEAVER has engaged in any
one or more of the following: willful
misconduct, fraud, misappropriation , embezzlement, gross negligence,
incompetence , self-dealing, dishonesty, misrepresentation , material violation
of any Company policy or any provisions of
this Agreement (i.e., confidentiality, ethics, harassment/
discrimination, or violence, substance or
alcohol abuse) unsatisfactory performance or incompetence. "Cause “also shall
include WEAVER's inability to perform the essential functions of his job
as described to date, for any reason, for a period
of time set forth in Paragraph seven
(7) above, and any other circumstances which, under applicable law, would give the
Company the right to terminate WEAVER , with
such termination being deemed to be
for cause.


 


6. Compensation
Upon Termination of Employment.


d) 
If WEAVER's
employment is terminated
for cause under
Paragraph 5(d) above,
the Company shall pay
WEAVER his full
salary  through the termination date, plus
all expense




    	3



    	 



    

reimbursements
outstanding,
if any,
and the
Company shall
have no
further obligations whatsoever
to WEAVER
under this
Agreement, except
as may
be expressly provided elsewhere herein.


 


e)  
The termination
of WEAVER's employment
either by WEAVER
or by the
Company, whether with
or without Cause,
shall not release WEAVER from WEAVER's obligations and
restrictions under Paragraph seven (7) of this Agreement.


 


f)  
Regardless of
the reason for
the termination of
WEAVER's employment, whether
by WEAVER or the
Company, whether with
or without Cause, whether or
not due to WEAVER's death, WEAVER (or his estate) will receive
pay for any
days actually worked by WEAVER plus expenses prior to
the termination of his employment.
If such termination is without cause WEAVER will also be entitled the pro-rata portion of any bonuses due through the termination
date. Regardless of the reason for the termination of WEAVER 's employment , whether
by WEAVER or the Company, whether with or without Cause, whether or not due
to WEAVER's death, WEAVER (or his estate)
shall not be eligible for any
Company-paid benefits subsequent to the
termination of his employment. In particular, and by way of example only, if
WEAVER’s termination is for anything other than no cause his eligibility to continue
to participate in Company’s group
health plan, if any, pursuant to COBRA shall
be at his sole expense
effective on the first day of
the month following the month to
which his employment terminates, subject to COBRA's eligibility requirements and
other terms, conditions, restrictions and exclusions as applicable. If the termination is for no cause then the Company shall cover
WEAVER’s health care cost for two years, the period of which shall be at WEAVER’s election.


 


		9.	Restrictions on
Competition and Non-Disclosure.



		d)	Non-Disclosure of information.



i. 
WEAVER shall
not, directly or
indirectly, disclose to
any person or
entity for any reason,
or use for
his own personal
benefit, any Confidential Information
(as defined below) either
during his employment
with the Company or
following termination of that employment
for Cause for a period of
three years after termination
of this Agreement;


 


ii. 
WEAVER shall,
at all times
take all precautions
necessary to protect
from loss or disclosure
by him of
any and all
documents or other information
containing, referring to or relating to
such Confidential Information.
Upon termination of his employment with
the Company for any reason,
whether voluntary or involuntary, WEAVER
shall promptly return to the Company any
and all documents or
other tangible property containing, referring
to or relating to
such Confidential Information, whether prepared by
him or others;


 


iii. 
Notwithstanding
any provision to
the contrary in
this Paragraph seven
(7), this Paragraph shall
not apply to
information which has
become part of the public domain
or is otherwise publicly disclosed
through no fault or action
of WEAVER.


If WEAVER has
reason to believe
that he may
be legally required
to disclose Confidential Information,
he shall give
the Company reasonable
notice prior to disclosure 
so that  it may seek to protect the
confidentiality of such information;


 


iv. 
For purposes
of this Agreement "Confidential
Information" means any information
relating in any
way to the
business of the Company
disclosed to or known to
WEAVER as a
consequence of, result of, or through
WEAVER's employment by the Company
which consists of technical and
non-technical information about the Company's
production, processes , programs, concepts, forms, business methods, data,
any and all financial and accounting
data, marketing, customers, customer
lists, and services and information corresponding
thereto acquired by WEAVER during the
term of WEAVER's employment by the Company. Confidential
Information shall not include any of
such items which are published or are otherwise
part of the public domain or freely
available from trade sources
or otherwise.




    	4



    	 



    

 


		e)	Disclosure of
Works and Inventions/Assignment
of Patents.



WEAVER
shall maintain such
records of his
work as the
Company may direct
from time to time
WEAVER shall promptly disclose to
the Company, in writing, any and all copyrightable works, including software, and any
and all discoveries, inventions, technological innovations and improvements, whether patentable or not (whether it be a machine,
process, apparatus, article, composition, design, software, writing or other thing) conceived or made by WEAVER, solely or jointly,
during the period of his employment with the Company, whether or not authorized,
conceived or made during working hours or with the Company's equipment or facilities,
which relates in any manner to the existing or contemplated business of the Company. Unless otherwise waived in writing by the
Company, all such copyrightable works (including software), discoveries, inventions, technological innovations and improvements
shall be the exclusive property of the Company with respect to any and all countries
in the world and WEAVER shall assign and hereby does assign all right, title and interest thereto the Company or its nominee;


 


i.   
WEAVER, both
during his employment
and thereafter ,
shall cooperate fully
with the Company in
taking all actions
and measures necessary
for the Company to acquire and
perfect its ownership of all such property
..Whenever required to do so by the Company, WEAVER shall execute any and all applications,
assignments or other instruments which the
Company shall deem necessary to apply
for and obtain Letters Patent or copyrights
of the United States or any foreign country or to otherwise protect the Company
's interest therein . Such obligations shall continue
beyond the termination of employment with respect to works,


inventions,
discoveries and improvements
authorized,
conceived, made or reduced
to practice by
WEAVER during the
period of employment, and shall be
binding upon WEAVER's assigns,
executors, administrators and other legal representatives. In conformance with
Company policy from time to time,


WEAVER
shall be reimbursed
by the Company
for reasonable expenses
incurred by WEAVER in
connection with his
obligations under this Paragraph subject to WEAVER’s furnishing adequate documentary evidence to substantiate
such expenses;


 


iii.
WEAVER agrees that
in the event
of publication by
WEAVER of written
or graphic materials, other
than works of fiction
or relating to subjects outside of the Company's business
, Company will retain and own all rights
in said materials, including right
of copyright.


 


		f)	Restrictions on
Competition.



 


i. 
WEAVER agrees
that during his
employment with the
Company he shall
not, directly or indirectly,
solicit the trade
of or trade with, or otherwise do
business with, any customer or prospective
customer of the Company or any direct or
indirect competitor of the Company. Furthermore, for a period of two years following
the termination of his employment with the Company, WEAVER shall not, directly
or indirectly, solicit the
trade of or trade
with, any customer,


prospective
customer, supplier or
prospective supplier of
the Company on
behalf


of or
for the benefit
of any direct
or indirect competitor
of the Company;


 


ii.  
WEAVER agrees
that for a
period of two
(2) years following
the termination of
his employment with the Company,
WEAVER shall not shall
not own, manage,
operate, consult or be
employed in a business substantially similar to,
or competitive with, the present business
of the Company or such other business
activity in which
the Company substantially engages during
the term of WEAVER's employment.


 


iii. 
WEAVER agrees
that during his
employment with the
Company and for
a period of two
(2) years following
the termination of WEAVER's employment
with the Company, WEAVER shall not, directly
or indirectly, solicit or induce,
or attempt to solicit
or induce, any employee of the Company to leave the Company for any reason whatsoever or
hire any employee of the Company;


 



    	5



    	 



    




iv. 
During his
employment with the
Company, WEAVER shall
not take any
action which might
divert from the
Company any opportunity
which would be
within the scope of
any present or
contemplated future business of the Company;


 


v. 
In the
event of the
sale or other
disposition of all
or substantially all
of the Company 's assets
or capital stock, WEAVER agrees to
use his best efforts, in good faith, to assist the
purchaser (at the purchaser's request) during the transition phase for a period of
up to 12 months at WEAVER's then current
compensation level. WEAVER acknowledges, however, that nothing
contained herein shall be binding upon or otherwise require the purchaser of
the Company's assets or


capital
stock to continue
the employment of
WEAVER after such
purchase and sale;


 


vi. 
The provisions
set forth in
Paragraph seven (7)
of this Agreement
shall survive the
termination of WEAVER's
employment with the
Company, or the expiration of this
Agreement, as the case may be, and
shall continue to be
binding upon WEAVER and Employer in accordance
with their respective terms;


 


vii. 
WEAVER recognizes
and acknowledges that
the services to
be rendered by
him hereunder are of
a special and
unique character and
that the restrictions on WEAVER's activities
contained in this Agreement are required
for the Company 's
reasonable protection. WEAVER agrees that
in the event of his
breach of any part


of Paragraph
seven (7) of
this Agreement ,
the Company will
be entitled, if
it so


elects,
to institute and prosecute proceedings
at law or
in equity to
obtain damages with respect
to such breach or
to enforce the
specific performance of
this Agreement by WEAVER
or to enjoin WEAVER from engaging
in any activity in violation hereof.
In the event
the Company institutes proceedings
at law for its protection, Company
shall be entitled
to receive from WEAVER, and WEAVER
agrees to pay all legal costs and
fees associated with such legal action.


 


		10.	Miscellaneous.



i)   
Notices. Any
notice required hereby
shall be in
writing, shall be
effective upon receipt, may
be sent by
facsimile transmission,
Email or original document by
hand delivery , overnight courier or certified mail,
return receipt requested, postage prepaid to
the


address
set forth below.
The original of
any notice sent
by facsimile transmission
or Email shall
be delivered to the
addressee by the close of the business
day next following the date of
the facsimile or Email transmission
or in the case of international delivery,
the close of
the third business day following
the date of the facsimile or Email transmission.
All notices shall be sent to:


 


If
to the Company:


HighLight Networks, Inc.


7325
Oswego Road


Liverpool
, NY 13090


T:
315.451.4722


 


If to WEAVER:


Richard M. Weaver


3102 Landfall Lane


Annapolis, MD 21403


Email:
dweaver.hma@gmail.com


T: 443.255.9439


 




    	6



    	 



    

Any party
may change its
address for notice
by giving
the other party
ten (10)
days notice of such change.


 


j)    
Validity. Any
term or provisions
of this Agreement
which is
invalid or
unenforceable in any jurisdiction
 shall, as to
such jurisdiction , be ineffective
to the extent of such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Agreement or affecting the validity or
enforceability of any term s or provisions
thereof.


 


k)  
Counterparts. This
Agreement may be
executed in one
or more counterparts,
each of which shall
be deemed an original, but all of
which shall constitute the same Agreement.


 


l)     
Modification.
This Agreement
sets forth the
entire agreement and
understanding of the parties
concerning the subject
matter hereof and supersedes all prior agreements and understandings between
the parties hereto. This Agreement may not
be amended or modified except
by written instrument executed by the parties hereto.


 


m)
Governing Law.
This Agreement shall
be governed by
and construed in
accordance with the laws
of the State of New York without
giving effect to conflict of laws provisions
and without the aid
of any canon, custom or rule of law
requiring construction against the drafting person.


 


		n)	Binding Effect.
The terms and
provisions of this
Agreement shall
be binding upon
and



shall
inure to the
benefit of the
parties hereto,
their heirs,
successors and assigns.
In the event Company or substantially all its assets is acquired
by another entity, or in the event Company merges
with another entity, this Agreement shall remain in full force and effect. Neither party may assign,
convey or transfer the rights or obligations contained herein unless such obligations, assignment, conveyance or
transfer is consented to by the other,
which consent shall not be unreasonably denied, or such assignment, transfer or conveyance
is pursuant to a testamentary transfer or otherwise by  operation of law.


 


		o)	Headings.
Headings in this Agreement
are included herein
for convenience only
and shall not constitute
a part of
this Agreement for
any other purpose
or be given any substance effect.



 


p)  
Authorship. This
Agreement shall be
conclusively deemed to
have been jointly prepared
and authored by
the parties hereto
and their representatives and no ambiguity
shall be construed against any party hereto based on such
authorship.


 


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


 


	/s/ Alfonso Knoll	/s/ Richard M. Weaver
	Alfonso Knoll	Richard M. Weaver
	
        Director & President

        HighLight Networks, Inc
	 
	 	 


 


 






    	7