mstf10_2.htm


    Exhibit
      10.2

     

    AMENDMENT
      NO. 1 TO EMPLOYMENT AGREEMENT

     

    This
      Amendment No. 1 to Employment Agreement, dated as of July 1, 2007, shall serve
      to amend the Employment Agreement, dated as of September 1, 2006, by and among
      Monarch Staffing, Inc., a Nevada corporation with its headquarters located
      at
      30950 Rancho Viejo Rd #120, San Juan Capistrano, CA  92675, and Joel
      Williams (the “Agreement”).  Capitalized terms used, but not defined,
      herein have the respective meanings set forth in the Agreement.

     

    1.           Section
      2 of the Employment Agreement is hereby amended and restated in its entirety
      to
      read as follows:

     

    “2.         Responsibilities
      and Reporting.  The Executive shall devote the Executive's
      time, efforts, attention and skill to, and shall perform faithfully, loyally
      and
      efficiently the Executive's duties as the Chief Executive Officer of the Company
      (for the period through August 31, 2007) and as the Vice Chairman of the Company
      (from and after September 1, 2007), pursuant to the reduced schedule previously
      discussed with the Company’s Chairman.  Executive shall have such
      responsibilities and duties as may, from time to time, be designated by the
      Company’s Chairman.  The Executive shall report
      to the
      Company’s Board of Directors.  Further, the Executive will punctually
      and faithfully perform and observe all rules and regulations which the Company
      may now or shall hereafter reasonably establish governing the Executive's
      conduct and the conduct of the Company's business which are consistent with
      this
      Agreement.”

     

    
 

    2.           Section
      3(a)(i) of the Employment Agreement is hereby amended and restated in its
      entirety as follows:

     

     

    “
(i)
      The
      Company will pay the Executive a salary at the annual rate of $160,000 (the
      “Salary”); provided that if the Executive accepts an offer of full-time
      employment with or to provide consulting or similar services, on a full-time
      basis to,  any other person or organization (in any such case,
“Full-Time Employment”), the Salary will be reduced to an annual rate of
      $120,000 effective upon commencement of such Full-Time Employment.”

     

    
 

    3.           Section
      3(b) of the Employment Agreement is hereby deleted in its entirety.

     

     

    4.           
      The Company and the Executive agree that the Company’s obligations under Section
      3(d)(iii) of the Employment Agreement shall terminate effective upon the 
Executive’s
      commencement of Full-Time Employment, and Executive shall promptly thereafter
      return to the Company in good working condition all property of the Company
      in  his
      possession except Executive shall retain as his own property the Apple laptop
      computer.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.           Section
      4(i) of the Employment Agreement is hereby amended and restated in its entirety
      as follows:

     

     

    “(i)
      the
      close of business on the earlier of (x) the date that is two years after the
      effective date of this Agreement and (y) December 31, 2007, as long as the
      Company shall have performed its obligation to pay Executive the Salary due
      hereunder through such date (such earlier date referred to herein as the
“Expiration Date”).

     

    6.           Concurrently
      herewith the Company and the Executive are entering into a Release Agreement
      in
      the form of Exhibit A hereto, which is incorporated herein and made a 
part
      of
      the Employment Agreement dated as of September 1, 2006, as hereby
      amended.

     

    7.           Section
      4(v)(i) is amended to insert the following words immediately following the
      words
“ ... this Agreement”: “(but only if Executive has failed to cure any such 
material
      breach within 5 (five) days after he receives written notice of such
      breach)”.8.Section 15 is hereby amended and restated in its entirety to state as
      follows:

     

        “This
      Agreement, Amendment No. 1 to Employment Agreement, dated as of July 1, 2007,
      and the Release Agreement attached thereto as Exhibit A, constitute the entire
      

    agreement
      between the parties and supersede any and all prior agreements, understandings
      or arrangements, either written or oral, between the parties with respect to
      the


    subject
      matter hereof, and shall, as of the date hereof, constitute the only employment
      agreement between the parties.

     

     

    9.           All
      other provisions of the Agreement shall remain in full force and
      effect.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ACCEPTED
      AND AGREED:

    


    MONARCH
      STAFFING, INC.

    


    


    By:_____________________________________

         Name:
      David Walters

         Title:  Chairman

    


    


    


    EXECUTIVE

    


    


    By:_____________________________________

    Joel
      Williams