f10sb12gex10i_intlmerger.htm


    
      EMPLOYMENT
        AGREEMENT

      


      THIS
        EMPLOYMENT AGREEMENT (the "Agreement") is effective the 28th day of
        June, 2007 and us made by and between International Mergers and
        Acquisitions Corp., a Florida corporation with its principal place of
        business located at 1835 Seneca Blvd., Winter Springs, FL, 32708 (hereinafter
        called the "Employer" or the "Company") and Robert Palumbo residing at
1835 Seneca Blvd., Winter Springs, F1.
        32708  thereinafter called the "Employee")

      


      WHEREAS,
        Employer desires to engage the services of Employee upon the terms set forth
        herein; and

      


      WHEREAS,
        Employee desires to be employed by Employer and to appropriately -memorialize
        the terms and conditions of such employment.

      


      NOW
        THEREFORE, in consideration of the mutual promises, covenants and
        conditions herein and other good and valuable consideration, the receipt
        and
        adequacy of which is acknowledged by all parties hereto, the parties agree
        as
        Follows:

      


      1.           BASIC
        EMPLOYMENT PROVISIONS.

      


      (a)           Employment
        Term. Employer hereby agrees to employ Employee (hereinafter referred to
        as
        the "Employment") as the CEO of the Company as directed by and in the sole
        discretion of the Company's then current Board of Directors ("Board") or
        members
        of die Company's junior or senior executive management (the "Executive
        Management") (the "Position") and Employee agrees to be employed by the Employer
        in such Position until the Employmentis terminated by the Employer or until
        Employee voluntarily terminates the

      Employment
        (the "Employment Period").

      


      (b.)           Duties.
        Employee in the Position will be subject to the direction and supervision
        of the
        Company's Board of Directors (the "Board") and will provide certain managerial
        services which are assigned to him during his Employment Period by the Board
        consistent with the Position, provided that the Board will not assign any
        greater duties or responsibilities to the Employee than are necessary for
        the
        Employees faithful and adequate performance of the duties and responsibilities
        assigned. The parties expressly acknowledge that Employee will devote a
        sufficient amount of Employee's business time and attention. On a part time
        basis not to exceed 40 hours per month, to the transaction of the Company's
        business as is reasonably necessary to discharge Employee's responsibilities
        hereunder. Employee agrees to perform faithfully the duties assigned to the
        best
        of Employee's ability. The services to be provided by Employee shall include,
        but not be limited to: The management of any of the Company day to day
        operations.

      


      2.           COMPENSATION.

      


      (a)           Consideration
        for Employment. During the Employment Period, the Company will compensate
        Employee for his services as follows:

       

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

       

       

      
        	
                1.  

              	
                Base
                  salary of $4,(}00 per month to be paid when the Company raises
                  at least
                  $500000 in a private placement, the monthly salary shall accrue
                  until such
                  time when the Company raises such
                  amount.

              


      

      


      
        	
                2.  

              	
                Upon
                  execution of this Agreement the Member shall receive 450,000 shares
                  at the
                  price of &WM per share which shall vest over two years ill the
                  following manner; 18,750 shares per month. If Member terminates
                  this
                  Agreement or is terminated as set forth below, an' shares that
                  have riot
                  vested in accordance with the above shall be forfeited and the
                  Company
                  shall return any payment for the non-vested
                  shares.

              


      

      


      3.           TERMINATION.

      


      The
        Employment by the Employer of Employee shall be at will. No notice need be
        given
        to Employee to terminate the Employment, nor shall any severance or compensation
        be paid or given by the Company to Employee for termination of the Employment
        whether for cause or without cause.

      


      Voluntary
        termination by Employee of the Employment shall be preceded by sixty (60)
        days
        advance Written notice to the Board of Directors. All compensation due Employee
        within the sixty (60) period following notice of voluntary termination shall
        be
        paid under the same terms and conditions set forth in paragraph 2 above,
        or so
        long as Employee shall work in compliance with paragraph 1 above, whichever
        is
        shorter. No severance or compensation shall be paid or given by the Company
        to
        Employee after that time.

      


      4.           EXPENSE
        REIMBURSEMENT.

      


      Upon
        submission of properly documented expense account reports, the Company will
        reimburse Employee for all reasonable and approved business, travel and
        entertainment expenses incurred by Employee in the course of his Employment
        with
        the Company,

      


      5.           ASSIGNMENT.

      


      This
        Agreement and all of the provisions hereof will be binding upon and inure
        to the
        benefit of the parties hereto and their respective successors and permitted
        assigns, but neither this Agreement nor any of the rights, interests or
        obligations hereunder will be assigned by any of the parties hereto, except
        that
        this Agreement and all of the provisions hereof may be assigned by the Company
        to any successor to all or substantially all of its assets (by merger or
        otherwise) or upon the sale of shares of the Company's securities such that
        the
        buyer of such securities owns a majority of the then current issued and
        outstanding securities at closing and may otherwise be assigned upon the
        prior
        written consent of Employee.

       

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      
 

      6.           CONFIDENTIAL
        INFORMATION.

      


      (a)  Non-Disclosure.
        During the Employment Period or at any time thereafter, irrespective of the
        time, manner or cause of the termination of this Agreement. Employee will
        not
        directly or indirectly reveal, divulge, disclose or communicate to any person
        or
        entity, other than authorized officers, directors and employees of the Company,
        in any mariner whatsoever, any Confidential Information (as hereinafter defined)
        of the Company without the prior written consent of the Board.

      


      (b)  Definition.
        As used herein. "Confidential Information" means information disclosed to
        or
        known by Employee as a direct or indirect consequence of or through the
        Employment about the Company or its respective businesses, products and
        practices, which information is not generally known in the business in which
        the
        Company is or may be engaged. However, Confidential Information will not
        include
        under any circumstances any information with respect to the foregoing matters
        which is (i) available to the public from a source other than Employee, (ii)
        released in writing by the Company to the public or to persons who are not
        under
        a similar obligation of confidentiality to the Company and who are not parties
        to this Agreement, (iii) obtained by Employee from a third party not under
        a
        similar obligation of confidentiality to the Company, (iv) required to be
        disclosed by any court process or any government or agency or department
        of any
        government, or (v) the subject of a written waiver executed by the Company
        for
        the benefit of Employee.

      


      (c)           Return
        of Property. Upon termination of the Employment, Employee will immediately
        surrender to the Company all Confidential information, including without
        limitation, all lists, charts, files, disks, tapes, programs, program and
        system
        manuals and documentation, schedules, reports, financial statements, hooks
        and
        records and any and all shares or the Company's common or preferred stock
        of the
        Company owned or in Employees possession or control, and all copies thereof,
        and
        all other property belonging to the Company will be accorded reasonable access
        to such Confidential Information subsequent to the Employment Period for
        any
        proper purpose as determined in the reasonable judgment of the
        Company_

      


      7.           AGREEMENT
        NOT TO COMPETE.

      


      
        	
                (a)  

              	
                Employee
                  agrees:

              


      

      


      
        	
                1.  

              	
                To
                  give the Board two (2) months written advance notice of voluntary
                  termination of Employment with the Company, Such notice will include
                  Employee's future employment or self-employment intentions, identification
                  of the prospective employer and the general nature of the prospective
                  employment or self-employment, if known. The Company will continue
                  to
                  compensate Employee in accordance with paragraph 3
                  above.

              


      

       

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      
 

      
        	
                2.  

              	
                To
                  participate in an exit interview conducted by a member of the personnel
                  department of the Company and/or by a representative of the Company,
                  at
                  the time of or prior to the termination of Employment with the
                  Company.

              


      

      


      
        	
                3.  

              	
                That
                  for one (1) year following the termination of the Employment, Employee
                  will promptly notify the Company of any change in the identification
                  of
                  Employee's employer or the nature of such employment or of
                  self-employment.

              


      

      


      
        	
                4.  

              	
                Subject
                  to the conditions hereinafter stated, Employee will not, within
                  one (1)
                  year after ceasing to provide services to the Company, engage or
                  enter
                  into employment by, or into self-employment or gainful occupation
                  as, a
                  Competing Business (as hereinafter defined) or act directly or
                  indirectly
                  as a manager or shareholder for a Competing Business within the
                  state of
                  any of the Company's existing locations (at the time of termination)_
                  As
                  used herein, "Competing Business" means a business that is engaged
                  in the
                  manufacture, sale or other disposition of a product or service
                  or has
                  under development a product or service that is in direct competition
                  with
                  a product or service, whether existing or under development, of
                  the
                  Company. A Competing Business shall specifically not include acting
                  as a
                  general real estate (rental or sales) agent after a period of ninety
                  (90)
                  days has elapsed since termination of Employee's employment for
                  Employer.
                  Employee acknowledges that the Company does not have an adequate
                  remedy at
                  Law in the event Employee violates this provision and, therefore,
                  Employee
                  agrees that, in such an event, the Company will be entitled to
                  seek
                  equitable relief, including but not limited to, injunctive relief
                  without
                  bond and to withhold all payments due to Employee hereunder pending
                  a
                  judicial determination of whether Employee has violated this
                  Agreement

              


      

      


      
        	
                (b)  

              	
                the
                  Company further agrees:

              


      

      


      
        	
                1.  

              	
                That
                  within fifteen (15) business days after receiving written identification
                  of the prospective employer verified in writing by the Company,
                  the nature
                  of the employment or self-employment pursuant to paragraph 7(a)(I)
                  above,
                  or any change therein pursuant to Paragraph 7(a)(3) above, the
                  Company
                  will advise Employee as to whether such employment constitutes
                  a Competing
                  Business as defined in Paragraph 7(0(0)
                  above.

              


      

      


      
        	
                2.  

              	
                The
                  provisions of 7(a)(2) 7(a)(4) and 7(b) will apply whether the termination
                  is voluntary or involuntary and for whatever reason. In addition,
                  7(a)(1)
                  will apply in the case of a voluntary termination by
                  Employee.

              


      

       

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      
 

      8.           WAIVER
        OF AGREEMENT NOT TO COMPETE

      


      The
        Company, based on the facts revealed to it by the Employee regarding the
        new
        employment or employment and in its sole discretion upon written notification
        to
        Employee, may Hi any time waive or elect not to enforce the provisions of
        Paragraph 7(a)(4), however such waiver must be in writing signed by a majority
        of the Board,

      


      9.           AGREEMENT
        NOT TO SOLICIT OR HIRE PAST OR PRESENT EMPLOYEES.

      


      Employee
        agrees that, for a period of two (2) years following the termination of the
        Employment Period, Employee will not, on behalf of any business, engage in
        a
        business competitive with the Company, solicit or induce, or in any manner
        attempt to solicit or induce, either directly or indirectly any person employed
        by, or any agent of the Company, to terminate such employment or agency,
        as the
        ease may be, with the Company. Employee further agrees that, for a period
        of (2)
        years following termination of the Employment Period, Employee will not,
        on
        behalf of any business or himself, hire any past or present employee or agent
        of
        the Company. In the event of violation hereof, and without limiting the
        Company's ability to seek any other remedy against Employee at law or in
        equity,
        the Company may terminate any payments due to Employee hereunder. Additionally,
        Employee acknowledges that the Company does not have an adequate remedy at
        law
        in the event Employee violates this provision and, therefore, Employee agrees
        that, in such an event, the Company will be entitled to seek equitable relief,
        including but not limited to, injunctive relief without the requirement of
        a
        bond.

      


      10.           ARBITRATION

      


      In
        the
        event of any substantive dispute arising under this Agreement, the parties
        agree
        to refer the dispute to binding arbitration under the rules and procedures
        specified by the American Arbitration Association and agree that the venue
        of
        all arbitration proceedings shall be in Palm Beach County, Florida. The parties
        agree that a judgment 0.1 1 [he award rendered by the arbitrators may be
        entered
        in any court having jurisdiction over the party against who recovery is
        sought.

      


      11.           NO
        VIOLATION.

      


      Employee
        hereby represents and warrants to the Company that the execution, delivery
        and
        performance of this Agreement or the passage of time, or both, will not conflict
        with, result in a default, right to accelerate or loss of rights under any
        provision of any agreement or understanding to which the Employee or, to
        the
        best knowledge of Employee. any of Employee's affiliates are a party or by
        which
        Employee, or to the best knowledge of Employee, Employee's affiliates may
        be
        bound or affected. Further, Employee agrees to indemnify and hold harmless
        Employer, its officers, directors, shareholders, representatives, successors,
        subsidiaries, parent companies, agents and assigns from any and all claims,
        demands, verdicts, judgments, damages, actions, causes of action or suits
        of any
        kind or nature whatsoever resulting from any agreement or understanding to
        which
        the Employee or any of Employee's affiliates are a party or by which Employee
        or
        Employee's affiliates may be bound or affected.

      


       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      
 

      12.           CAPTIONS

      


      The
        captions, headings and arrangements used in this Agreement arc for convenience
        only and do not in any way affect, limit or amplify the provisions
        hereof.

      


      13.           NOTICES

      


      All
        notices required or permitted to be given hereunder will be in writing and
        will
        be deemed delivered, whether or not actually received, two (2) days after
        being
        deposited in the United States mail, postage prepaid, registered or certified
        mail, return receipt requested, addressed to the party to whom notice is
        being
        given at the specified address or at such other address as such party may
        designate by notice:

      


      
        	
                The
                  Company:

              	
                International
                  Mergers and Acquisitions Corp.

              
	 	
                1835
                  Seneca Blvd.

              
	 	
                Winter
                  Springs, FL 32708

              
	 	 
	
                Employee:

              	
                Robert
                  Palumbo

              
	 	
                1835
                  Seneca Blvd,

              
	 	
                Winter
                  Springs, n...32708

              


      

      


      14.           INVALID
        PROVISIONS.

      


      If
        any
        provision of this Agreement is held to be illegal, invalid or unenforceable
        under present or future laws, such provisions will be fully severable, and
        this
        Agreement will be construed and enforced as if such illegal, invalid or
        unenforceable provision lad never comprised a part of this Agreement; the
        remaining provisions of this Agreement will remain in full force and effect
        and
        will not be affected by the illegal, invalid or unenforceable provision or
        by
        its severance of this Agreement. In lieu of each such illegal, invalid or
        unenforceable provision, there will be added automatically as part of this
        Agreement a provision as similar in terms to such illegal, invalid or
        unenforceable provision as may be possible and be legal, valid and
        enforceable.

      


      15.           ENTIRE
        AGREEMENT; AMENDMENTS.

      


      This
        Agreement contains the entire agreement of the parties hereto with respect
        to
        the subject maim- Hereof and supersedes all prior agreements and understandings,
        if any, relating to the subject matter hereof. This Agreement may be amended,
        in
        whole or in part only, by an instrument in writing setting forth the particulars
        of such amendment and duly executed by an officer of the Company expressly
        authorized by the Board to do so and by Employee.

       

       

      
        
           

        

        
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      16.           WAIVER

      


      No
        delay
        or omission by any party hereto to exercise any right or power hereunder
        will
        impair such right or power to be construed as a waiver thereof. A waiver
        by any
        of the parties hereto of joy of the covenants to be performed by any other
        party
        or any breach thereof will not be construed to be a waiver of any succeeding
        breach thereof or of any other covenant herein contained.   Except as
        otherwise expressly set forth herein, all remedies provided for in this
        Agreement will be cumulative and in addition to and not in lieu of any other
        remedies available to any party at law, in equity or otherwise.

      


      17.           COUNTERPARTS.

      


      This
        Agreement may be executed in multiple counterparts, each of which will
        constitute an original, and all of which together will constitute one and
        the
        same agreement.

      


      18.           GOVERNING
        LAW.

      


      This
        Agreement will be construed and enforced according to the Laws of the State
        of
        Florida.

      


       

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

      


      INTERNATIONAL
        MERGERS AND ACQUISITIONS CORP.

      


      By:           /s/  Robert
        Palumbo

      ROBERT
        PALUMBO

       

       

      By:      /s/  Not
        legible

              Witness

       

       

       

      7