Horiyoshi Worldwide Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






CONSULTING AGREEMENT 

     This Consulting Agreement (the
“Agreement”) dated as of January 1, 2011 (the “Effective Date”) is made by and
between Horiyoshi Worldwide, Inc., (the “Employer”) and Raymond A. Catroppa,
(the “Consultant”). The Employer and the Consultant may be referred to
individually as a “Party” or collectively as the “Parties.” 

RECITALS 

     WHEREAS, the Employer is
Horiyoshi Worldwide Inc. which designs, manufactures, and markets Horiyoshi the
Third (HIII), a high end clothing and accessories product line based on the
artistry of Japanese Tattoo Artist, Yoshihito Nakano (Horiyoshi III).

     WHEREAS, the Employer
desires to employ the Consultant, and the Consultant wishes to enter into such
employment, on the terms and conditions set forth in this Agreement; and 

     WHEREAS, each Party is
duly authorized and capable of entering into this Agreement. 

      NOW, THEREFORE, in
consideration of the mutual acts and promises, covenants, agreements,
representations, and warranties hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereto agree as follows: 

       1.
EMPLOYMENT. 

The Employer hereby employs, engages, and hires the Consultant
on an interim basis, as the Employer’s Chief Financial Officer and Corporate
Development Executive (“CFO”) and the Consultant hereby accepts this employment
subject to the terms and conditions of this Agreement. The Consultant agrees and
understands that he is a Consultant “at will,” and nothing herein shall be
interpreted to mean that the Consultant is anything other than an Consultant at
will. The Consultant’s employment may be terminated by either Party at any time
pursuant to Section 12 hereof. 

        2.
TERM.

The term of this Agreement shall begin on January 1, 2011 and
continue through January 1, 2012 at which time the employment contract will be
re-negotiated unless terminated by either Party in accordance with the
provisions of Section 12 of this Agreement or by law. The period during which
the Consultant is employed pursuant to this Agreement shall be referred to as
the “Employment Period.” 

Employment Agreement 




         3.
COMPENSATION.

Subject to the terms and conditions of this Agreement, the
Consultant shall be compensated for his services as follows: 

	 	(a) 	
      Base Salary. The Employer shall pay the Consultant
      an annual base salary of $ 60,000 (the “Salary”), payable in equal monthly
      installments on the first business day of each month during the Employment
      Period. The monthly installments should be wired to the account of Raymond
      Catroppa at JP Morgan Chase Bank, Routing Number: 021000021, Account
      Number: 6301425404. The Salary may be subject to such increases as may
      from time to time be determined by the Board of Directors Compensation
      Committee of the Employer.

	 	 	 
	 	(b) 	
      Stock Options. Upon ratification of this Agreement
      the Consultant will receive a certificate granting a total of 400,000
      warrants to purchase equity shares at $.50 per share. The warrants will be
      assigned under the social security number ###-##-####. These warrants will
      carry a cashless exercise provision and the exercise of the warrants will
      be restricted for one year from the date of the ratified
  contract.



         4.
RESPONSIBILITIES AND DUTIES.

		

	The Consultant’s responsibilities
      (The “Services”) shall include (but shall not be limited to) the following: 
	  	 
	  	  	  
		

	Accounting Responsibilities 
			

	Review and execute regulatory financial
      documents and statements as appropriate 
			

	Liaison with accountants, auditors and the
      comptroller to review and implement best practices in accounting and
      financial processes and procedures 
			

	Assist the company in maintaining transparency
      in the accounting and financial documentation process 
			

	Assist with the production of public company
      filings such as –SEC Forms 10Q,10K and the Proxy Statement 
			

	Help devise and refine a budget process working
      closely with management to detail financial flows and track spending and
      capital needs 


Employment Agreement 





		

	Corporate Strategy / Development  
			

	Work in conjunction with the senior management
      team to develop a corporate business strategy that is clear and can be
      articulated effectively 
	  		

	Review capital structure and capital market
      activities 
			

	Assist in broadening the management team and
      participate in the hiring process of all senior executives to the
      Employer. Assist the company in identifying suitable candidates for the
      Board of Directors 
			

	Help reach the goal of submitting for a listing
      on a national market exchange such as NASDAQ or NYSE/AMEX 
			

	Help existing public relations vendor with
      press releases and shareholder communications 
	  		

	Serve as a main communication point for
      investor inquiries 
			

	Keep track of electronic communications
      platforms such as phone and email correspondence to assure responsiveness
      to shareholders. Survey electronic databases to ensure that public
      corporate information is accurate and timely 
			

	Assist the senior management team in the
      development of financial presentation materials 
			

	Assist the senior management team in forming an
      investor relations outreach strategy 


From time to time, the Employer in consultation with the
Consultant may revise the nature of the Services. Once agreed upon, the
Consultant will comply with all reasonable instructions, directions, requests,
rules, and regulations made or issued by the Employer, and the Consultant will
perform the Services conscientiously and in a timely manner to the best of the
Consultant’s abilities as required by the Employer and pursuant to the express
and implicit terms of this Agreement. Such duties shall be rendered primarily,
but not solely, from the Consultant’s address at 20 Granada Place, Massapequa,
New York 11758.

         5.
OTHER EMPLOYMENT. 

The Consultant shall as known to the Employer maintain the
ability to pursue the Consultant’s other business relationships and interests.


        6.
WORKING AMENITIES. 

The Consultant shall have access to all facilities, records,
financial data and services suitable to his position and appropriate for the
performance of his duties. 

         7.
EXPENSES. 

The Employer shall reimburse the Consultant for all business
expenses incurred by the Consultant in connection with his duties under this
Agreement. The reimbursement of such expenses shall be subject to the
Consultant’s provision to the Employer of receipts, statements, and vouchers and
are payable to the Consultant upon presentation. Expenses will include, but are not limited to, telephone and office
expenses, business class air travel, executive lodging, ground transportation,
meals, and entertainment while conducting business on behalf of the Employer. A
monthly budget of $ 500.00 US will be established for business expenses with
pre-approval needed to exceed that amount for any given month or pre-approval
needed to exceed any single expense in excess of $ 150.00 US.

Employment Agreement 




         
8. CONFIDENTIALITY. 

During and after the Employment Period, except as permitted by
the Employer or required by law, the Consultant shall not divulge or appropriate
to his own use or to the use of others any secret or confidential information or
knowledge pertaining to or otherwise affecting the Employer’s business including
but not limited to any of its customer lists, products, services, costs,
profits, markets, sales, trade secrets, or other information not readily
available to the public without regard to whether any of the above will be
deemed confidential, material, or important. The Parties stipulate that, as
between them, such matters are important, material, and confidential and affect
the effective and successful conduct of the Employer’s business, and the
Employer’s good will, and that any breach of the terms of this Section 8 shall
be deemed a material breach of this Agreement. 

         9.
NON-SOLICITATION. 

During the Employment Period and for a period of one year
thereafter, the Consultant shall not: 

	 	(a) 	
      canvass or solicit the business of (or procure or assist
      in the canvassing or soliciting of) any client, customer, or Consultant of
      the Employer who is known to the Consultant as a result of his association
      with the Employer during the Employment Period for the purposes of
      competing with the Employer;

	 	 	 
	 	(b) 	
      accept (or procure or assist the acceptance of) any
      business from any client, customer, or Consultant of the Employer known to
      the Consultant as a result of his association with the Employer during the
      Employment Period for the purposes of competing with the Employer;
      provided, however, that the Employer may consent to such
      competition in writing; or

	 	 	 
	 	(c) 	
      otherwise contact, approach, or solicit (or procure or
      assist in the contacting, approaching, or soliciting of) any entity known
      to the Consultant through his association with the Employer before the
      Effective Date in such a way as may cause detriment to the
  Employer.



Employment Agreement 




         10.
NON-COMPETITION. 

At the end of the Employment Period, by expiration or
termination, the Consultant shall not directly or indirectly engage, own,
manage, control, operate, be employed by, participate in, or be connected in any
manner with the ownership, management, operation, or control of any business
similar to the type of business conducted by the Employer for a period of three
months and within 100 miles from the present location[s] of the Employer’s
business. Nothing in this Agreement shall be construed to prohibit the Employer
from pursuing any other available remedies for such breach or threatened breach,
including the recovery of damages from the Consultant. 

         11.
DIRECTOR’S AND OFFICER’S INSURANCE. 

The Consultant shall, at the beginning of the Employment
Period, be covered by Director’s and Officer’s (D&O) insurance. The Employer
shall pay all premiums on this insurance. The D&O insurance will remain in
effect for the entire period of the Consultant’s tenure.

         12.
TERMINATION. 

Either Party may, at any time, with or without cause, terminate
this Agreement by giving 30 days’ written notice to the other Party. If
requested by the Employer, the Consultant shall continue to render his services
pursuant to this Agreement during such notice period, and shall be paid his
regular compensation until the last day of the Consultant’s employment (the
“Termination Date”). Upon termination of this agreement by the Employer for any
reason other than the expiration of the Agreement, the Consultant shall be
entitled to one year’s base salary as severance.

         13.
RETURN OF PROPERTY. 

At the end of the Employment Period or at any time on the
Employer’s request, the Consultant agrees to return to the Employer, retaining
no copies or notes, all documents relating to the Employer’s business including,
but not limited to, reports, abstracts, lists, correspondence, information,
computer files, computer disks, and all other materials and all copies of such
material, obtained by the Consultant during his employment with the
Employer.

Employment Agreement 




         14.
FURTHER ASSURANCES. 

Each Party hereto shall cooperate and take such further action
as may be reasonably requested by the other Party in order to carry out the
terms and purposes of this Agreement and any other transactions contemplated
herein. 

        15.
NOTICE. 

Any notice or other communication provided for herein or given
hereunder to a Party hereto shall be in writing and shall be given in person, by
overnight courier, or by mail (registered or certified mail, postage prepaid,
return receipt requested) to the respective Party at the following address:

If to the Employer: 

711 South Olive Street Suite
504, 
Los Angeles, California 90014

If to the Consultant:

20 Granada Place, Massapequa, New
York 11758

        16.
SUCCESSORS AND ASSIGNS.

This Agreement shall apply to all work performed by the
Consultant for the Employer, including any of its past, present, or future
affiliates or subsidiaries, and shall be binding on the Employer’s assigns,
executors, administrators, and other legal representatives. This Agreement shall
inure to the benefit of the Employer’s successors and assigns. The Consultant
acknowledges that his services are distinctive and personal, and that he
therefore may not assign his rights or delegate his duties or obligations under
this Agreement. 

        17.
NO IMPLIED WAIVER.

The failure of either Party to insist on strict performance of
any covenant or obligation under this Agreement, regardless of the length of
time for which such failure continues, shall not be deemed a waiver of such
Party’s right to demand strict compliance in the future. No consent or waiver,
express or implied, to or of any breach or default in the performance of any
obligation under this Agreement shall constitute a consent or waiver to or of
any other breach or default in the performance of the same or any other
obligation. 

Employment Agreement 




         18.
GOVERNING LAW.

This Agreement shall be governed by the laws of the state of
California. If litigation results from or arises out of this Agreement or the
performance thereof, the Parties agree to reimburse the prevailing Party’s
reasonable attorneys’ fees, court costs, and all other expenses, whether or not
taxable by the court as costs, in addition to any other relief to which the
prevailing Party may be entitled.

         19.
COUNTERPARTS/ELECTRONIC SIGNATURES. 

This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same instrument. For purposes of this Agreement, use of a facsimile,
e-mail, or other electronic medium shall have the same force and effect as an
original signature.

       20.
SEVERABILITY. 

	 	(a) 	
      Whenever possible, each provision of this Agreement, will
      be interpreted in such manner as to be effective and valid under
      applicable law, but if any provision of this Agreement is held to be
      invalid, illegal, or unenforceable in any respect under any applicable law
      or rule in any jurisdiction, such invalidity, illegality, or
      unenforceability will not affect any other provision or any other
      jurisdiction, but this Agreement will be reformed, construed, and enforced
      in such jurisdiction as if such invalid, illegal, or unenforceable
      provisions had never been contained herein.



       21.
ENTIRE AGREEMENT. 

This Agreement constitutes the final, complete, and exclusive
statement of the understanding of the Parties with respect to the subject matter
hereof, and supersedes any and all other prior understandings, both written and
oral, between the Parties. It may not be changed orally but only by an agreement
in writing signed by the Party against whom enforcement of any waiver, change,
modification, extension, or discharge is sought. 

       22.
HEADINGS.

Headings in this Agreement are for convenience only and shall
not be used to construe meaning or intent. 

Employment Agreement 




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

	EMPLOYER 	[EMPLOYER NAME] 
	  	  
	  	  
	  	  
	  	By:
      /s/ Mitsuo Kojima  
	 	Name: Mitsuo
  Kojima  
	  	Title: President, Chief Executive Officer and
      Director 
	  	  
	  	  
	CONSULTANT 	[CONSULTANT NAME] 
	  	  
	  	  
	  	  
	  	By:
  
	  	Name: Raymond A. Catroppa