Exhibit 10.5



EMPLOYMENT AGREEMENT

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

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

WHEREAS, 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 Operating Officer  for Employer. Employee shall be
responsible for performing the following duties: executive management , sales
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 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.

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

 



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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.

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 sixty (60) 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.

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 sixty (60) 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.

 


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(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.

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:

 


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(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.

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


 



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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.

(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 number of full and partial years remaining in the term of this Employment
Agreement.



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.

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, 

 


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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:  
Richard W. McGee

                                               
636 N University Dr   


                                               
Plantation, FL 33324  

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
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 

 


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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.

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.

 


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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, which consent will not be unreasonably
withheld.

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.

[signature page
follows]

 


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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/ Richard W. McGee


                                                                       
______________________________________

                                                                       
Richard W. McGee

EMPLOYER:

ELITE FX, INC.

/s/ Stephen C. Haley

By:
___________________________________

       Stephen C. Haley, Chief Executive Officer

 


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