Unassociated Document


    EXECUTIVE
      COMPENSATION AGREEMENT

    


    


    This
      EXECUTIVE COMPENSATION AGREEMENT (the “Agreement”),
      dated
      as of July 17, 2008 (the “Effective
      Date”),
      is
      entered into by and between PET
      EXPRESS SUPPLY, INC.,
      a
      Nevada corporation with offices located at 59 West 19th
      Street,
      6th
      Floor,
      New York, New York 10011 (“Company”),
      on
      the one hand, and JONATHAN
      BOMSER,
      the
      Chief Executive of Company (“Executive”).

    


    WHEREAS,
      Company has employed Executive as its Chief Executive Officer, pursuant to
      the
      Employment Agreement dated as of June 15, 2007, between the C J Vision
      Enterprises, Inc. (“C J Vision”) and the Executive, as amended by the First
      Amendment of Employment Agreement dated January 2, 2008 between C J Vision
      and
      Executive (collectively, the “Employment Agreement”), which Employment Agreement
      was assigned by C J Vision to Company and has been assumed by Company pursuant
      to the Assignment and Assumption Agreement dated July 17, 2008 between C J
      Vision and Company.

    


    WHEREAS,
      Company desires to provide additional incentive compensation to Executive in
      connection with his services which are over and above the duties and
      responsibilities set forth in his Employment Agreement, with such additional
      services likely having the outcome of increasing Company’s valuation;
      and

    


    WHEREAS,
      Executive desires to provide such services to Company pursuant to the terms
      of
      this Agreement;

    


    NOW,
      THEREFORE, in consideration of the mutual agreements hereinafter set forth,
      the
      parties hereto agree as follows:

    


    1.  Term.
      The
      term of this Agreement (the “Term”)
      shall
      commence as of the Effective Date and shall be co-terminous with the term of
      the
      Employment Agreement.

    


    2.  Compensation.

    


    (a) (i) In
      consideration for the services to be rendered by Executive hereunder , including
      cooperation with one or more potential Transaction Parties, which constitute
      further duties and responsibilities in addition to his operational and other
      duties set forth in the Employment Agreement, Company shall pay to Executive
      additional compensation in the form of a Fee (as defined below in Section
      2(a)(ii) below), solely in connection with a “Qualifying Transaction” (as
      defined in Section 2(b)(i) below). 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (ii) As
      used
      herein, the “Fee”
shall
      mean a payment (in cash or in kind, as provided in Section 2(b)(v) below) with
      respect to each Qualifying Transaction equal to the following percent of the
      “Transaction Proceeds” (as defined in Section 2(b)(iii) below) from such
      Qualifying Transaction:

    


    	·  	
            Five
              percent (5%) of the first Ten Million Dollars
              ($10,000,000)

          


    


    	·  	
            Four
              percent (4%) of the second Ten Million Dollars
              ($10,000,000)

          


    


    	·  	
            Two
              and one-half percent (21⁄2%) of the next Eighty Million Dollars
              ($80,000,000)

          


    


    less
      the
      amount of any other fee or commission arrangement approved by Executive with
      respect to such Qualifying Transaction. For the avoidance of doubt, no Fee
      shall
      be paid to Executive with respect to Transaction Proceeds in excess of One
      Hundred Million Dollars $100,000,000. If more than one Qualifying Transaction
      should occur during the Term, the Transaction Proceeds with respect to all
      of
      the Qualifying Transactions shall be aggregated for purposes of computing the
      Fee payable to Executive.

     

    (b) (i) As
      used
      herein, a “Qualifying
      Transaction”
shall
      mean: (A) a “Transaction” (as defined in Section 2(b)(ii) below) between Company
      Party (as hereinafter defined) and a third party purchaser (the “Transaction
      Party”) that is consummated at any time during the Term hereof or within twelve
      months after the expiration or termination of the Term hereof, provided Company
      Party signs a purchase agreement, letter of intent, agreement in principle,
      expression of interest or similar document with the Transaction Party during
      the
      Term hereof; or (B) a Transaction between Company Party and a Transaction Party
      that is consummated during the Term (whether or not Company Party has previously
      signed a purchase agreement, letter of intent, agreement in principle,
      expression of interest or similar document with the Transaction Party); provided
      that none of the transactions consummated pursuant to the Exchange Agreement
      dated July 17, 2008 by and among Company, C J Vision and the other parties
      thereto, or the Loan and Security Agreement dated July 17, 2008 by and among
      Company, C J Vision,
      and the
      other parties thereto.

     

    (ii) As
      used
      herein, a “Transaction”
shall
      mean any transaction whereby, directly or indirectly, a Transaction Party
      purchases all or a major portion of Company, whether through a purchase of
      all
      or substantially all or a major portion of Company’s assets, capital stock or
      other equity securities, or effects a merger, reorganization, consolidation
      or
      other business combination with Company or any subsidiary or division of
      Company.

    


    (iii) As
      used
      herein, “Transaction
      Proceeds”
means
      all consideration paid by any purchaser to Company Party, including
      collectively, and without duplication: (A) the aggregate amount of the cash
      proceeds delivered to Company Party by the Transaction Party in connection
      with
      the Transaction, plus
      (B) the
      value of any non-cash consideration delivered to Company Party by the
      Transaction Party in connection with the Transaction. Transaction Proceeds
      shall
      include, without limitation, any deferred Transaction Proceeds to be paid,
      delivered, assumed, acquired, remaining, outstanding, or retired after the
      closing of a Transaction, but having a value that is readily determinable at
      the
      time of closing of the Transaction (i.e., pursuant to an installment payment,
      promissory note or similar arrangement, in which event the value thereof shall
      be the face amount of such payment obligation plus
      the
      amount of any interest payable with respect thereto); and Transaction Proceeds
      shall also include any payments made to equity holders of the Company Party
      other than Executive. Notwithstanding
      the foregoing,
      Transaction Proceeds shall not include any deferred proceeds based on a
      contingency, including without limitation, royalties, residuals, earn-outs
      and
      similar types of contingent proceeds whose value is not readily determinable
      at
      the time of closing of the Transaction. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (iv)
       As
      used
      herein, “Company Party” shall mean Company and its shareholder(s), parent(s),
      affiliate(s), division(s) and/or any other party authorized to sell the stock,
      business or assets of the Company).

    


    (v)
       The
      Fee
      shall be disbursed by or as directed by Company to Executive at the time of
      the
      consummation of the Qualifying Transaction (the “Closing”) of each Transaction
      at the same time any Transaction Proceeds are paid to Company Party, including
      with respect to any deferred Transaction Proceeds having a value that is readily
      determinable at the time of closing of the Transaction (i.e., pursuant to an
      installment payment, promissory note or similar arrangement, in which event
      the
      value thereof shall be the face amount of such payment obligation plus
      the
      amount of any interest payable with respect thereto). The Fee shall be in cash,
      except that, if non-cash consideration is paid to Company Party, the Fee shall
      be paid to Executive in the same non-cash consideration. Company shall furnish
      Executive with copies of closing statements, the Closing Memorandum and other
      pertinent information regarding any Qualifying Transaction within 5 or 10 days
      of the Closing. 

    


    3. Amendments.
      No
      amendment, supplement or waiver of any provision of this Agreement shall be
      effective unless the same shall be in writing and signed by Executive and
      Company (in the case of an amendment or supplement) or by the waiving party
      (in
      the case of a waiver).

    


    4.
       Successors
      and Assigns.
      This
      agreement shall be binding on and inure to the benefit of Company, executive,
      and its/their/his successors, assigns and/or heirs

    


    5.
       Time
      of the Essence.
      Time is
      of the essence in this agreement. 

    


    6. Applicable
      Law.
      This
      Agreement shall be governed by, and construed and enforced in accordance with,
      the laws of the State of New York, without giving effect to principles of
      conflicts of law or choice of law that would compel the application of the
      substantive laws of any other jurisdiction.

    


    7. Entire
      Agreement.
      This
      Agreement and the Employment Agreement set forth the entire agreement of the
      parties hereto with regard to the subject matter hereof, and this Agreement
      supersedes and replaces the Executive Compensation Agreement dated as of January
      22, 2008 between the Executive and C J Vision, and all other prior agreements,
      understandings and representations, oral or written, other than the Employment
      Agreement, with regard to such matters.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    8. Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be an original,
      and both of which together shall constitute one and the same
      document.

     

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

    


    PET
      EXPRESS SUPPLY, INC.

    


    


    


    By:     

    Emanuel
      Gerard

    Chairman

    


    EXECUTIVE:

    


    JONATHAN
      BOMSER