Exhibit 10.4



EMPLOYMENT AGREEMENT


This Employment Agreement is made on this
19th day of January 2007 between ELITE FX, INC. ("Employer") and Jan Norelid
("Employee").


WHEREAS, Employer is actively engaged in
the business of a manufacturing and distributing of non-alcoholic beverages;
and, 


WHEREAS,
Employee is an officer of Employer and Employer wishes to continue
employing Employee and Employee wishes to continue to be employed pursuant to
the terms of this Employment Agreement.


WHEREAS, if and when Employer's securities
become registered or exchanged for securities registered with the Securities and
Exchange Commission ("SEC"), it may be required to form a compensation committee
(the "Compensation Committee"), which may in many cases determine any changes to
Employee's compensation. In such instance, the relevant references to Employer
herein shall be deemed to be references to Compensation Committee.


NOW THEREFORE, in consideration of the
mutual covenants and agreements contained in this Employment Agreement, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties, intending to be legally bound, agree as
follows:


Article 1


Employment of Employee


Employer agrees to employ Employee, and
Employee accepts employment with Employer, on and subject to the terms and
conditions set forth in this Employment Agreement.


Article 2


Duties of Employee


Section 2.1.
Position and Duties. Employer agrees
to employ Employee to act as 
Chief Financial Officer  for Employer. Employee shall be
responsible for performing the following duties: executive management,
overseeing business development, compliance and financial reporting and
other duties typically performed by persons employed in a similar capacity.
Employer reserves the right from time to time to change the nature of Employee's
duties and job title; provided, however, Employee's duties and job title shall
always be of an executive nature.


Section 2.2.
Time Devoted to Work. Employee agrees
to devote Employee's entire business time, attention, and energies to the
business of Employer in accordance with Employer's instructions and directions
and shall not be engaged in any other business activity, whether or not the
activity is pursued for gain, profit, or other pecuniary advantage, during the
term of this Employment Agreement without Employer's prior written consent.


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Article 3


Place of Employment


Employee shall be based at Employer's
principal office at 140 NE 4th Avenue, Suite C, Delray Beach, FL
33483, excluding reasonable travel commensurate with Employee's position and
duties. 


Article 4


Compensation of Employee


Section 4.1.
Base Salary. For all services
rendered by Employee under this Employment Agreement, Employer agrees to pay
Employee an annual base salary of $ 108,000 , which shall be payable to
Employee in such installments, but not less frequently than monthly, as are
consistent with Employee's practice for its other Employees. Employee's base
salary will be increased to
$144,000, upon the earlier of 90 days from date that Employer's shares become
registered, or exchanged for securities registered, with the Securities and
Exchange Commission ("SEC") or Employer receiving $2.5 million in hard money
financing. Subsequent to the aforementioned increase, Employee's base salary
shall be reviewed at least once a year by Employer.


Section 4.2.
Incentive Compensation. In addition
to the base salary, Employee shall be entitled to receive incentive compensation
according to a pre-established bonus plan specific for the Employee, as
determined by Employer.


Section 4.3.
Reimbursement for Business Expenses.
Employer shall promptly pay or reimburse Employee for all reasonable business
expenses incurred by Employee in performing Employee's
duties and obligations under this Employment Agreement, but only if Employee
properly accounts for expenses in accordance with Employer's policies.


Section 4.4. 
Stock Options and Other
Stock Awards.  The Employee shall be eligible for
stock option grants and other stock awards pursuant to the Company's 2006
Incentive Stock Plan, and any successor plan thereto (the "Incentive Stock
Plan") and all rules of regulation of the Securities and Exchange Commission
applicable to stock option plans then in effect. The number of Stock Options and
terms and conditions of the Stock Options shall be determined by the Employer's
Board of Directors or the Compensation Committee, if formed.


Article 5


Vacations and Other Paid Absences


Section 5.1.
Vacation Days. Employee shall be
entitled to 20 days paid vacation each calendar year during the term of this
Employment Agreement. All vacation is accrued during the calendar year of work,
should Employee not take all vacation days in any calendar year, no days will be
carried over to the next year. If the agreement is terminated during a calendar
year, any accrued and not taken vacation will be paid at the base salary rate,
any vacation taken but previously not earned will not be deducted from any
amount due to the Employee.

 



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Section 5.2.
Holidays. Employee shall be entitled
to the same paid holidays as authorized by Employer for its other Employees.


Section 5.3.
Sick Days and Personal Absence Days.
Employee shall be entitled to the same number of paid sick days and personal
absence days authorized by Employer for its other Employees.


Article 6


Life Insurance


Employer may, in its sole discretion,
maintain in effect during the term of Employee's employment a life insurance
policy on the life of Employee in such amount as Employer shall in its sole
discretion decide to maintain during the term of this Employment Agreement. Any
proceeds payable under the policy shall be paid to the beneficiary or
beneficiaries designated in writing from time to time by Employee.


Article 7


Fringe Benefits


Section 7.1.
Employer Employee Benefit Plans.
Employee shall be entitled to participate in and receive benefits from all of
Employer's Employee benefit plans that currently are maintained by Employer for
its Employees. Employee shall be entitled to participate in and receive benefits
under any retirement plan, profit-sharing plan, or other Employee benefit plan
that Employer establishes for the benefit of its Employees after the date of
this Employment Agreement. No amounts paid to Employee from an Employee benefit
plan shall count as compensation due Employee as base salary or incentive
compensation. Nothing in this Employment Agreement shall prohibit Employer from
modifying or terminating any of its Employee benefit plans in a manner that does
not discriminate between Employee and other Employees of Employer.


Section 7.2.
Motor Vehicle. Employer may, in its
sole discretion, provide Employee with the use of a motor vehicle to be selected
in the reasonable discretion of Employer.  If Employer does provide
Employee with the use of a motor vehicle, Employer shall procure, maintain, and
pay for appropriate insurance on the motor vehicle, including liability
insurance of at least $250,000.00 per person and $500,000.00 per occurrence for
personal injury and $300,000.00 for property damage.


Article 8


Disability


Section 8.1.
Termination Because of a Disability.
Except as may otherwise be required or prohibited by state or federal law, if
because of illness or injury Employee becomes unable to work full time for
Employer for more than
one hundred and eighty (180) days in any twelve month period (excluding
vacation days and holidays), Employer may, in its sole discretion at any time
after the accumulation of such time terminate Employee's employment upon written
notice to Employee.

 


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Section 8.2.
Compensation During Periods of Disability.



(a)       
Employee shall continue to receive Employee's base salary and incentive
compensation while Employee is unable to work full time, until the earlier of: (i)
the accumulation of
one hundred and eighty (180) days of disability in any 12 month period;
(ii) the date Employee begins receiving disability insurance benefits equal to
Employee base salary and incentive compensation; or (iii) the date Employee
terminates Employee's employment with Employer because Employee's health becomes
so impaired that continued performance of Employee's duties under this
Employment Agreement would be hazardous to Employee's physical or mental health.


(b)       
While Employee is unable to work full time because of illness or injury and
through the full term of this Employment Agreement, including extensions,
Employer shall maintain for Employee's benefit all Employee benefit plans in
which Employee was participating at the time Employee was replaced. If Employee
is barred from participating in any Employee benefit plan because of Employee's
disability, Employer shall pay Employee an amount equal to what Employer would
have contributed on Employee's behalf to the Employee benefit plan if Employee's
participation had not been barred.


Section 8.3.
Disability Insurance. Employer may,
in its sole discretion, purchase and maintain disability insurance in force for
the benefit of Employee throughout the term of this Employment Agreement,
including extensions. The policy shall provide that if Employer fails to make a
premium payment, Employee shall have the right in Employee's sole discretion to
advance such funds as may be required to maintain the policy in force and shall
thereafter be entitled to recover amounts paid from Employer.


Article 9


Termination of Employment


Section 9.1.
Term of Employment. Employee's
employment shall commence on the date of execution by Employer and shall
continue for three (3) years ("end-of-employment date"), unless extended or
terminated sooner, as provided by this article of the Employment Agreement. 
However, no compensation or benefits described hereunder shall be due or payable
unless and until the closing of Employer's merger with Vector Ventures Corp. 
Should Employer's merger with Vector Ventures Corp. fail to close on or before
May 3, 2007, all provisions other than those contained in Article 10 shall
automatically terminate and become null and void retroactive to its commencement
and Employer shall not be obligated to pay Employee any compensation or benefits
stated herein or continue the same thereafter.


Section 9.2.
Extension of Employment. On the
end-of-employment date and every two (2) years thereafter, Employee's employment
with Employer automatically shall be extended for an additional two (2) years
unless, at least ninety (90) days prior to the end-of-employment date, or
successive two (2) year anniversary thereof, Employer or Employee delivers to
the other a written notice that Employee's employment with Employer is not to be
extended, in which event Employer shall pay Employee pursuant to Section 9.8.

 


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Section 9.3.
Termination at Employee's Death.
Employee's employment with Employer shall terminate at Employee's death.


Section 9.4.
Termination by Employee. Employee
may, but is not obligated to, terminate this Employment Agreement at any time
under the following circumstances:


(a)               
There is a change in control of Employer, excluding
the planned merger with Vector Ventures Corp. For purposes of this Agreement,
the term "Change in Control" shall mean:

(i)
Approval by Employer's shareholders of (x) a reorganization, merger,
consolidation or other form of corporate transaction or series of transactions,
in each case, with respect to which persons who were Employer's shareholders
immediately prior to such reorganization, merger or consolidation or other
transaction do not, immediately thereafter, own more than 50% of the combined
voting power entitled to vote generally in the election of directors of the
reorganized, merged or consolidated company's then outstanding voting
securities, in substantially the same proportions as their ownership immediately
prior to such reorganization, merger, consolidation or other transaction, or (y)
Employer's liquidation or dissolution or (z) the sale of all or substantially
all of Employer's assets (unless such reorganization, merger, consolidation or
other corporate transaction, liquidation, dissolution or sale is subsequently
abandoned); 

(ii)
Individuals who, as of the date of this Agreement, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board, provided that any person becoming a director subsequent to the date of
this Agreement whose election, or nomination for election by Employer's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board (other than an election or nomination of an
individual whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of Employer's directors, as
such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Securities Exchange Act) shall be, for purposes of this Agreement, considered as
though such person were a member of the Incumbent Board; or


(b)       
Employee is assigned duties that are significantly different than those
described in this Employment Agreement, or duties assigned Employee by this
Employment Agreement are eliminated or transferred to someone else.


(c)       
Employee is removed from any of the positions described in Section 2.1 of this
Employment Agreement (other than by Employer for cause).


(d)      
Employee's fringe benefits or other compensation are materially reduced.


(e)       
Employer fails to have a successor assume this Employment Agreement.


(f)       
Employer becomes insolvent or files a bankruptcy petition.

 



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Section 9.5.
Termination by Employer. 


(a)       
Termination for Cause. Employer may terminate Employee's employment for
cause.


(b)       
For purposes of this Agreement, the term "Cause" shall mean (i) an action or
omission of the Employee which constitutes a willful and material breach of, or
failure or refusal (other than by reason of his disability) to perform his
duties under, this Agreement which is not cured within fifteen (15) days after
receipt by the Employee of written notice of same, (ii) fraud, embezzlement,
misappropriation of funds or breach of trust in connection with his services
hereunder, (iii) conviction of any crime which involves dishonesty or a breach
of trust, or (iv) gross negligence in connection with the performance of the
Employee's duties hereunder, which is not cured within fifteen (15) days after
written receipt by the Employee of written notice of same, or (v) Employee
violates Article 10 or Article 11 of this Employment Agreement.


Section 9.6.
Notice of Termination. Any
termination of Employee's employment by Employer or Employee must be
communicated to the other party by a written notice of termination. The notice
must specify the provision of this Employment Agreement authorizing the
termination and must set forth in reasonable detail the facts and circumstances
providing the basis for termination of Employee's employment.
The Employee shall have the right to address the Board regarding the acts set
forth in the notice of termination.


Section 9.7.
Date Termination Is Effective. If
Employee's employment terminates because this Employment Agreement expires, then
Employee's employment will be considered to have terminated on that expiration
date. If Employee's employment terminates because of Employee's death, then
Employee's employment will be considered to have terminated on the date of
Employee's death. If Employee's employment is terminated by Employee, then
Employee's employment will be considered to have terminated on the date that
notice of termination is given. If Employee's employment is terminated by
Employer for cause, then Employee's employment will be considered to have
terminated on the date specified by the notice of termination. If, within thirty
(30) days after a notice of termination is given, the party receiving the notice
notifies the other party that there is a dispute concerning the termination,
then Employee's employment will not be considered to have terminated, and
Employer shall continue to compensate Employee pursuant to this Employment
Agreement, until the dispute is ended by a written agreement between the parties
or a final judgment, order, or decree of a court of competent jurisdiction. A
judgment, order, or decree of a court of competent jurisdiction will be
considered final only if the time for appealing the decision has expired and no
notice of appeal has been filed.


Section 9.8.
Compensation Following Termination.



(a)       
If Employee's employment is terminated by Employer for cause, or by Employee
other than pursuant to Section 9.4, Employer shall pay Employee/Employee's then
current base salary through the date employment is terminated, and Employer
shall have no further obligations to Employee under this Employment Agreement.

 



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(b)       
If Employee's employment is terminated by Employer other than for cause, or by
Employee pursuant Section 9.4, Employer shall pay Employee Employee's then
current base salary through the date employment is terminated and any legal fees
and expenses incurred by Employee to enforce Employee's rights under this
Employment Agreement. In addition, Employer shall pay Employee as liquidated
damages an amount equal to the sum of Employee's then current annual base salary
plus the annualized amount of incentive compensation paid to Employee within the
last year before the date Employee's employment was terminated, multiplied by
the greater of (i) the number of full and partial years remaining in the term of
this Employment Agreement, or (ii) two years. In addition, all employee benefits
according to sections 6 and 7 will be maintained for
the greater of: (i) the
number of full and partial years remaining in the term of this Employment
Agreement, or (ii) two years.  If by law any benefit cannot be maintained
due to termination of employment, the cash value of said benefit will be paid to
Employee in a lump sum payment within 15 days after termination of said benefit.


Article 10


Confidential Information


Section 10.1. 
Confidential Information Defined.
"Confidential Information" as used in this Employment Agreement shall mean any
and all technical and non-technical information belonging to, or in the
possession of, Employer or its officers, directors, Employees, affiliates,
subsidiaries, clients, vendors, or Employees, including without limitation,
patent, trade secret, and proprietary information; techniques, sketches,
drawings, models, inventions, know-how, processes, apparatus, equipment,
algorithms, source codes, object codes, software programs, software source
documents, and formulae related to Employer's business or any other current,
future and/or proposed business, product or service contemplated by Employer;
and includes, without limitation, all information concerning research,
experimental work, development, design details and specifications, engineering,
financial information, procurement requirements, purchasing, manufacturing,
customer lists, vendor lists, business forecasts, sales and merchandising, and
marketing plans or similar information.


Section 10.2
Disclosures. Employee agrees that it
shall, at no time during or after termination of this Employment Agreement,
directly or indirectly make use of, disseminate, or in any way disclose
Confidential Information to any person, firm or business, except to the extent
necessary for performance of this Employment Agreement. Employee agrees that it
shall disclose Confidential Information only to Employer's other Employees who
need to know such information and who have previously agreed to be bound by the
terms and conditions of a substantially similar confidentiality provision and
shall be liable for damages for the intentional or negligent disclosure of
Confidential Information.  Employee's obligations with respect to any
portion of Confidential Information shall terminate only when Employee has
documented to Employer that (a) such information was lawfully in the public
domain at the time it was communicated to Employee by Employer; or (b) the
communication was in response to a valid order by a court of competent
jurisdiction or was necessary to establish the rights of Employer under this
Employment Agreement.


Section 10.3.
Survival. This Article 10 shall
survive any termination of this Agreement and all extended periods.

 


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Article 11


Noncompetition Agreement


Section 11.1.
Agreement Not To Compete. For two (2)
years after Employee's employment with Employer terminates, including employment
following the termination of this Employment Agreement, Employee agrees not to
directly or indirectly own, manage, control, or operate; serve as an officer,
director, partner, employee or consultant of; have any direct or indirect
financial interest in; or assist in any way; any person or entity that competes
with any business conducted by Employer or any of Employer's affiliates or
subsidiaries in any geographic region in which Employer conducts business.


Section 11.2.
Competitive Businesses. For purposes
of this Article 11, a competitive business shall be any person or entity
directly or indirectly engaged in the manufacturing, import, export, sale or
distribution of non-alcoholic beverages.


Section 11.3.
Ownership of Public Corporation No
Violation. Employee will not be considered to have violated this provision
merely because Employee owns no more than five percent (5%) of the stock of any
publicly held corporation.


Section 11.4.
Survival. This Article 11 shall
survive any termination of this Agreement and all extended periods.


Section 11.5.
Extension of Agreement Not To Compete.
At Employer's discretion, the Employer can cause Employee to extend the period
of the agreement not to compete by paying in advance the Employee 30% of the
Employee's last annual base salary and bonuses per year of extension. The
Employer can cause the extension for a total of 3 annual periods.


Article 12


Notices


Any notice given under this Employment
Agreement to either party shall be made in writing. Notices shall be deemed
given when delivered by hand or when mailed by registered or certified mail,
return receipt requested, postage prepaid, and addressed to the party at the
address set forth below.


Employee's address:   Jan
Norelid


2840 NE 25th Ct


                                               
Ft Lauderdale, FL 33305


Employer's address:   
Elite FX, Inc.


140 NE 4th Avenue, Suite C


                                   
Delray Beach, FL 33483


Each party may designate a different
address for receiving notices by giving written notice of the different address
to the other party. The written notice of the different address will be deemed


 


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given when it is received by the other
party.


Article 13


Binding Agreement


Section 13.1.
Employer's Successors.


(a)       
The rights and obligations of Employer under this Employment Agreement shall
inure to the benefit of and shall be binding in all respects upon the successors
and assigns of Employer.


(b)       
Employer shall require any direct or indirect successor (by purchase, merger,
consolidation, or otherwise) of all or substantially all of Employer's stock,
business and/or assets to expressly agree to assume Employer's obligations under
this Employment Agreement and perform them in the same manner and to the same
extent as Employer would have been required to do if no succession had occurred.
The agreement must be in a form and substance satisfactory to Employee.


(c)       
If Employer fails to obtain such an agreement before the effective date of the
succession, Employer's failure will be considered a breach of this Employment
Agreement, and Employee shall be entitled to the immediate payment of the amount
of money that Employee would have been entitled to if Employer had terminated
Employee's employment other than for cause in accordance with the terms of
Section 9.8(c) of this Employment Agreement, calculated as though Employee's
employment had terminated on the effective date of the succession. 
However, Employer's failure to obtain such agreement shall not affect said
successor's obligations pursuant to paragraph 13.1(a) above.


Section 13.2.
Employee's Successors. This
Employment Agreement shall inure to the benefit and be enforceable by and upon
Employee's personal representatives, legatees, and heirs. If Employee dies while
amounts are still owed, such amounts shall be paid to Employee's legatees or, if
no such person or persons have been designated, to Employee's estate.


Article 14


Waivers


The waiver by either party of a breach of
any provision of this Employment Agreement shall not operate or be construed as
a waiver of any subsequent breach.


Article 15


Entire Agreement


Section 15.1.
No Other Agreements. This instrument
contains the entire agreement of the parties. The parties have not made any
agreements or representations, oral or otherwise, express or implied, pertaining
to the subject matter of this Employment Agreement other than those specifically
included in this Employment Agreement.

 



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Section 15.2.
Prior Agreements. This Employment
Agreement supersedes any prior agreements pertaining to or connected with or
arising in any manner out of the employment of Employee by Employer. All such
prior agreements are terminated and are of no force or effect whatsoever.


Article 16


Amendment of Agreement


No change or modification of this
Employment Agreement shall be valid unless it is in writing and signed by the
party against whom the change or modification is sought to be enforced. No
change or modification by Employer shall be effective unless it is approved by
Employer's Board of Directors and signed by an officer specifically authorized
to sign such documents.


Article 17


Severability of Provisions


If any provision of this Employment
Agreement is invalidated or held unenforceable, the invalidity or
unenforceability of that provision or provisions shall be deemed modified or
severed only to the minimum extent necessary to make said provision(s) valid and
enforceable while maintaining the intent of said provision(s).  No such
modification shall affect the validity or enforceability of any other provision
of this Employment Agreement.


Article 18


Assignment of Agreement


Employer shall not assign this Employment
Agreement without Employee's prior written consent, but failure to obtain such
consent shall not affect said assignee's obligations pursuant to paragraph
13.1(a)
above. 


Article 19


Governing Law, Venue & Attorneys Fees


All questions regarding the validity and
interpretation of this Employment Agreement shall be governed by and construed
and enforced in all respects in accordance with the laws of the State of
Florida.  Venue for any action arising in any manner out of the Employee's
employment, this Employment Agreement, or any of the terms contained herein
shall be the Federal and or State courts located in Palm Beach County, Florida,
regardless of where this Employment Agreement is to be performed.  In the
event either party engages legal counsel to enforce any provision contained in
this Employment Agreement, the prevailing party shall be entitled to all
reasonable attorneys fees, investigative expenses, costs, and court costs,
whether or not a suit is actually filed, but including all levels of appeal.

 


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IN WITNESS WHEREOF, the parties have
executed this Employment Agreement in duplicate on the date and year first above
written.


EMPLOYEE:


/s/ Jan Norelid


                                                                       


Jan Norelid


EMPLOYER:


ELITE FX, INC.


/s/ Stephen C. Haley


By:                                                                 


Name:  Stephen C. Haley, CEO

 


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