Exhibit 10.54


 


Infusion Brands International, Inc.


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This Executive Employment
Agreement (the “Agreement”), by and among Infusion Brands International, Inc., a Nevada corporation (“Company”)
and Shad Stastney (“Employee”), is hereby entered into as of August 1, 2013.


 


In consideration of the
mutual promises, terms, covenants and conditions set forth herein and the performance of each, and for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound and to supersede all previous
employment agreements, hereby agree as follows:


 


1. EMPLOYMENT AND DUTIES.


 


(a)Subject to the
terms and conditions of this Agreement, the Company hereby employs Employee as Chief Strategy Officer of the Company. As such,
Employee shall have responsibilities, duties and authority reasonably accorded to and expected of such position and will report
directly to the Chief Executive Officer of the Company. Employee hereby accepts this employment upon the terms and conditions herein
contained and, subject to paragraph 1(b) hereof, agrees to devote Employee’s full business time, attention and efforts to
promote and further the business of the Company. Employee shall faithfully adhere to, execute and fulfill all policies established
by the Company.


 


(b)Employee shall
not, during the term of his employment hereunder, be engaged in any other business activity pursued for gain, profit or other pecuniary
advantage if such activity interferes with Employee’s duties and responsibilities hereunder. The foregoing limitations shall
not be construed as prohibiting Employee from making personal investments in such form or manner as will neither require Employee’s
services in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of
paragraph 3 hereof.


 


2.TERM. The
Company employs Employee for a period commencing the date hereof and ending on the third anniversary of the date hereof (the “Term”),
subject to termination prior to such date pursuant to Section 6 hereof. Sixty (60) days prior to the end of the Term (or any renewal
term), either the Company or Employee may give notice to the other of its determination not to renew this Agreement. If a notice
of non-renewal is not delivered, this Agreement will automatically continue in effect for a successive two (2) year renewal term
subject to termination prior to such date pursuant to Section 5·hereof. If such notice of non-renewal is given by any
party, then Employee’s employment will terminate at the end of such term (or on such other date as the parties mutually agree).


 


		3.	COMPENSATION. For all services rendered by Employee, the Company shall compensate Employee
as follows:



 


(a)Base Salary.
The base salary payable hereunder to Employee shall equal $175,000 per year, (i) accrued as a liability but not paid until such
time as Vicis Capital Master Fund has exited its investment in the Company, and thereafter (ii) payable on a regular basis in accordance
with the Company’s standard payroll procedures but not less than monthly. Such salary shall automatically increase as of
each anniversary of this agreement by 5%. In addition, on at least an annual basis, the Company’s Board of Directors (the
“Board”), together with the Compensation Committee of the Company’s Board, if any, will review Employee’s
performance and may make additional increases to such base salary if, in its discretion, any such additional increase is warranted.


 


(b)Executive Perquisites,
Benefits, And Other Compensation. Employee shall be entitled to receive additional benefits and compensation from the Company
in such form and to such extent as specified below:


 


(i)Payment of all
premiums for coverage for Employee under health, hospitalization, disability, dental, life and other insurance plans that the Company
may have in effect from time to time, to the extent permitted by law with triggering any penalties or taxes on either the Company
or Employee under the Patient Protection and Affordable Care Act and/or Internal Revenue Code. The benefits provided to Employee
under this clause (i) shall be at least equal to such benefits provided to executives or employees in similar positions at the
Company.


 


 






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(ii)Reimbursement
for all business travel and other out-of-pocket expenses reasonably incurred by Employee in the performance of Employee’s
services pursuant to this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee
upon submission of any request for reimbursement, and in a format and manner consistent with the Company’s expense reporting
policy.


 


(iii)The Company shall
provide Employee with other executive perquisites (including, but not limited to, participation in the Company’s Long-Term
Incentive Plan) as may be available to or deemed appropriate for Employee by the Board and participation in all other Company-wide
employee benefits as available from time to time. Employee shall be entitled to 3 weeks of vacation per year in addition to all
Federal and religious holidays.


 


(iv)Bonus: On not
less than an annual basis, the Board of Directors will determine whether the Company will pay you additional incentive bonus based
on performance results, at the Board of Directors sole discretion. Such bonus may be in the form of cash, stock options, restricted
stock or stock equivalents, or any combination thereof, at the Board’s sole discretion.


 


4.NON-COMPETITION AND NON-SOLICITATION.


 


(a)Employee acknowledges
that during the course of Employee’s employment Employee will receive confidential and proprietary information from and concerning
the Company. Employee also acknowledges that the Company will make substantial investments in the development of the Company’s
goodwill and in Employee’s professional development. The capital expended to develop this goodwill directly benefits Employee
and should continue to do so in the event that the relationship between the Company and Employee is terminated. Likewise, the Company
has conferred and will confer a direct economic benefit on Employee. Employee agrees that the Company is entitled to protect these
business interests and investments and to prevent Employee from using or taking advantage of the foregoing economic benefits to
the Company’s detriment.


 


(b)Employee agrees
that, except for services and duties performed for or on behalf of the Company according to this Agreement, Employee will not,
during the period of Employee’s employment with the Company, and for a period (the “Restricted Period”) of two
(2) years immediately following the termination of Employee’s employment under this Agreement, for any reason whatsoever,
directly or indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation,
association, enterprise, venture or business of whatever nature:


 


(i)engage, as an
officer, director, shareholder, owner, partner, joint venturer, lender or in a managerial capacity, whether as an employee, independent
contractor, agent. consultant or advisor or as a sales representative, or similar business in direct competition with those aspects
of the business of the Company or any subsidiary of the Company, with which Employee has had any involvement, within United States
of America, Canada and all other countries in which customers of the Company have access to the world wide web (the “Territory”);


 


(ii)solicit any person
who is, at that time, or who has been within one (I) year prior to that time, an employee of the Company for the purpose or with
the intent of enticing such employee away from or out of the employ of the Company;


 


(iii)solicit any person
or entity which is, at that time, or which has been within one (I) year prior to that time, a customer, doctor, service provider
or supplier of the Company for the purpose of soliciting or selling products or services in direct competition with those aspects
of the business of the Company or any subsidiary of the Company with which Employee has had any involvement, within the Territory;
or


 


(iv)solicit any prospective
acquisition candidate, on Employee’s own behalf or on behalf of any competitor or potential competitor, which candidate was,
to Employee’s knowledge, either called upon by the Company or for which the Company made an acquisition analysis, for the
purpose of acquiring such entity. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from
acquiring as an investment not more than five percent (5%) of the capital stock of a competing business, whose stock is traded
on a national securities exchange or over-the-counter.


 


 






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(c)In recognition
of the substantial nature of such potential damages and the difficulty of measuring economic losses to the Company as a result
of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Company
for which they would have no other adequate remedy, Employee agrees that in the event of breach by Employee of the foregoing covenant,
the Company shall be entitled to specific performance of this provision and co-injunctive and other equitable relief.


 


(d)It is agreed by
the parties that the foregoing covenants in this paragraph 4 impose a reasonable restraint on Employee in light of the activities
and business of the Company on the date of the execution of this Agreement and the current plans of the Company and Employee that
such covenants be construed and enforced in accordance with the changing activities, business and locations of the Company throughout
the term of this Agreement, whether before or after the date of termination of the employment of Employee.


 


(e)All of the covenants
in this paragraph 4 shall be construed as an agreement independent of any other provision in this Agreement, and the existence
of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute
a defense to the enforcement by the Company of such covenants. Further, this paragraph 4 shall survive the termination of this
Agreement and the termination of Employee’s employment with the Company. It is specifically agreed that the period of two
(2) years following termination of employment stated at the beginning of this paragraph 4, during which the agreements and covenants
of Employee made in this paragraph 4 shall be effective, shall be computed by excluding from such computation any time during which
Employee is in violation of any provision of this paragraph 4, and that such period shall terminate upon Company’s failure
to pay its obligation pursuant to Section 5 below (which obligations shall remain payable regardless of the termination of this
paragraph 4).


 


5.TERMINATION;
RIGHTS ON TERMINATION. This Agreement and Employee’s employment may be terminated by the Employer for any one of the
following causes, with the applicable payment obligations in each case:


 


(a)Death. The
death of Employee shall immediately terminate this Agreement with no severance compensation due to Employee’s estate, heirs
or other descendants or representatives. Any outstanding but unvested stock, options, or stock equivalents will vest or accelerate
immediately, will be the property of the estate, heirs or other descendants, and may be exercised pursuant to section 7 below.


 


(b) Disability.
If as a result of incapacity due to physical or mental illness or injury, Employee shall have been absent from Employee’s
full-time duties hereunder for three (3) consecutive months, then thirty (30) days after receiving written notice (which notice
may occur before or after the end of three (3) month period, but which shall not be effective earlier than the last day of three
(3) month period), the Company may terminate Employee’s employment hereunder provided Employee is unable to resume Employee’s
full-time duties at the conclusion of such notice period. Also, Employee may terminate Employee’s employment hereunder if
his health should become impaired to an extent that makes the continued performance of Employee’s duties hereunder hazardous
to Employee’s physical or mental health or life, provided that Employee shall have furnished the Company with a written statement
from a qualified doctor to such effect and provided, further, that, at the Company’s request made within thirty (30) days
of the date of such written statement, Employee shall submit to an examination by a doctor selected by the Company who is reasonably
acceptable to Employee or Employee’s doctor and such doctor shall have concurred in the conclusion of Employee’s doctor.
In the event this Agreement is terminated as a result of Employee’s disability, Employee shall receive from the Company Employee’s
base salary at the rate then in effect, payable at the Company’s regular and customary intervals for the payment of salaries
as then in effect, less any amounts Employee might receive under the Company’s disability insurance policy, if any, for the
greater of (i) whatever time period is remaining under the Term, and (ii) the Employee’s Restricted Period. Any outstanding
but unvested stock, options, or stock equivalents will vest or accelerate immediately, will be the property of the estate, heirs
or other descendants, and may be exercised pursuant to section 7 below.


 


(c)Cause. The
Company may, in its sole and absolute discretion, terminate the employment of Employee hereunder immediately upon after delivery
of written notice to Employee, or at such later time as the Company may specify in such notice, for “Cause.” As used
in this Agreement “Cause” includes, but is not limited to, the following: (1) Employee’s willful and material
breach of this Agreement; (2) Employee’s gross negligence in the performance. or intentional nonperformance, (continuing
for ten (10) days after receipt of written notice of need to cure) of any of Employee’s material duties and responsibilities
hereunder; (3) Employee’s willful dishonesty or fraud in the business or affairs of the Company; (4) Employee’s conviction
of a felony crime; (5) chronic alcohol or illegal drug abuse by Employee; (6) Employee’s willful injury to any independent
contractor, employee or agent of the Company, or to any other person in the course of Employee’s performance of services
for the Company; (7) in the judgment of the Board of Directors, the Employee sexually harassing any employee, agent or contractor
of the Company or committing any act which otherwise creates an offensive work environment for employees, agents or contractors
of the Company; or (8) Employee’s misappropriation of Company funds.


 


 






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The Company shall not
be limited to termination as a remedy for any damaging, injurious, improper or illegal act by Employee, but may also seek damages,
injunction, or such other remedy as the Company may deem appropriate under the circumstances. If Employee’s employment is
terminated for Cause, Employee agrees to vacate the Company’s offices on or before the effective date of the termination
and to return and deliver to the Company at such time all Company property. In the event of a termination for Cause, as enumerated
above, Employee shall have no right to any severance compensation.


 


(d) Without Cause.
The Company may, without Cause, terminate this Agreement and Employee’s employment, effective ninety (90) days after written
notice is provided by the Company to Employee. Employee may only be terminated without Cause by the Company during the Term hereof
if such termination is approved by a majority of the members of the Board. Should Employee be terminated by the Company without
Cause during the initial Term or any renewal term, Employee shall be entitled to receive from the Company severance equal to the
greater of (i) the remaining Term under this Agreement, giving effect any past renewals thereof, but without assuming any additional
renewals, and (ii) the Restricted Period, and all unvested stock, stock equivalents or stock options shall immediately vest in
full and become free and clear of any Company-imposed restrictions. The severance compensation shall be paid in accordance with
the Company’s standard payroll procedures but not less than monthly.


 


If Employee resigns, Employee shall receive
no severance compensation.


 


(e)Termination
Upon Change In Control. Any termination of the Employee’s employment by Company hereunder for any reason, with or without
Cause, within 360 days after the occurrence of a “Change in Control” as specified in Section 5(e)(A) hereof, shall
be deemed a termination ‘‘without Cause” and shall be treated as provided in paragraph (d) above. In addition,
and notwithstanding anything to the contrary herein, if Employee resigns within 360 days after the occurrence of a “Change
in Control” as specified in Section 5(e)(A) hereof, such resignation shall be deemed a termination “without Cause”
and shall be treated as provided in paragraph (d) above only if such resignation follows one of the following conditions which
arises without Employee’s consent and which occurs in connection with or following the Change in Control: (i) a material
diminution in the nature or scope of Employee’s responsibilities, duties, authority or compensation or (ii) the relocation
of Employee’s principal place of business to a location that is in excess of 50 miles from Employee’s current place
of business; provided, however, that Employee provides the Company (or its acquirer, if such resignation occurs after a Change
in Control) with at least 30 days prior written notice of his intent to resign and the alleged violation(s) is not remedied within
the 30-day period.


 


(A)For purposes of this Agreement,
a “Change in Control” shall mean:


 


(i)The acquisition
(other than by or from the Company), at any time after the date hereof, by any person, entity or “group” acquiring
51% or more of either the then outstanding shares of common stock or the combined voting power of the Company’s then outstanding
voting securities entitled to vote generally in the election of directors (together with such common stock, “Voting Securities”):
or


 


(ii)Approval by
the shareholders of the Company of a reorganization, merger or consolidation with respect to which persons who were the shareholders
of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than
51% 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.


 


(f)Upon termination
of this Agreement for any reason provided above, Employee shall be entitled to receive all compensation earned and all benefits
and reimbursements due through the effective date of termination. Additional compensation subsequent to termination, if any, will
be due and payable to Employee only to the extent and in the manner expressly provided above. All other rights and obligations
of the Company and Employee under this Agreement shall cease as of the effective date of termination, except that the Company’s
obligations under paragraph 10 hereof and Employee’s obligations under paragraphs 4, 5, 8, 9 and 11 hereof shall survive
such termination in accordance with their terms. Further, unless Employee and the Company otherwise agree in writing, upon termination
of this Agreement for any reason, Employee will immediately resign from all directors, officer or other positions held with the
Company.


 


 






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(g)If termination
of Employee’s employment arises out of the Company’s failure to pay Employee the amounts to which he is entitled under
this Agreement or as a result of any other material breach of this Agreement by the Company, as determined pursuant to the provisions
of paragraph 16 below, the Company shall pay all amounts and damages to which Employee may he entitled as a result of such breach,
including interest thereon and all reasonable legal fees and expenses and other costs incurred by Employee to enforce Employee’s
rights hereunder. Further, none of the provisions of paragraph 4 hereof shall apply in the event this Agreement is terminated as
a result of a material breach by the Company.


 


6.RESERVED.


 


7.PURCHASE RIGHT ON EMPLOYEE’S
STOCK AND OPTIONS. Upon (i) death or retirement of Employee, or (ii) the Company’s termination of Employee’s employment
with the Company by reason of Disability, Employee or next of kin will have (90) days to exercise any outstanding vested options.


 


8.COMPANY PROPERTY; INVENTIONS.


 


(a)All records, designs,
patents, business plans, financial statements, manuals, memoranda, lists, and other property delivered to or compiled by Employee
by or on behalf of the Company or their representatives, vendors, or customers which pertain to the business of the Company shall
be and remain the property of the Company, as the case may be, and be subject at all times to their discretion and control. Likewise,
all correspondence, reports records, charts, advertising materials, and other similar data pertaining to the business, activities,
or future plans of the Company which is collected by Employee shall be delivered promptly to the Company without request by it
upon termination of Employee’s employment.


 


(b)Employee shall
disclose promptly to the Company any and all significant conceptions and ideas for inventions, improvements, and valuable discoveries,
whether patentable or not, which are conceived or made by Employee, solely or jointly with another, during the period of employment,
and which are directly related to the business or activities of the Company and which Employee conceives as a result of Employee’s
employment by the Company. Employee hereby assigns and agrees to assign all of Employee’s interests therein to the Company
or its nominee. Whenever requested to do so by the Company, Employee shall execute any and all applications, assignments, or other
instruments that the Company shall deem necessary to apply for and obtain Letters Patent of the United States or any foreign country
or to otherwise protect the Company’s interest therein.


 


 






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9.CONFIDENTIALITY AND PROPRIETARY
INFORMATION.


 


(a)Acknowledgement.
Employee acknowledges and agrees that in the course of rendering services to the Company and its customers, Employee will have
access to and will become acquainted with confidential and proprietary information about the professional, business and financial
affairs of the Company, its affiliates and its vendors, suppliers and customers, and that Employee may have contributed to or may
in the future contribute to such information. Employee further recognizes that Employee is being employed as a key employee, that
the Company is engaged in a highly competitive business, and that the success of the Company in the marketplace and business depends
upon its goodwill and reputation for integrity, quality and dependability. Employee recognizes that in order to guard the legitimate
interests of the Company it is necessary for the Company to protect all such confidential and proprietary information, goodwill
and reputation.


 


(b)Proprietary
Information. In the course of Employee’s service to the Company, Employee may have access to confidential knowhow, business
documents or information, marketing data, client lists and trade secrets which are confidential. Such information shall hereinafter
be called “Proprietary Information” and shall include any and all items enumerated in the preceding sentence which
come within the scope of the business activities of the Company as to which Employee has had or may have access, whether previously
existing, now existing or arising hereafter, whether or not conceived or developed by others or by Employee alone or with others
during the period of his service to the Company, and whether or not conceived or developed during regular working hours. “Proprietary
Information” shall not include any information which is in the public domain during the period of service by Employee or
becomes public thereafter, provided such information is not in the public domain as a consequence of disclosure by Employee in
violation of this Agreement,


 


(c)Fiduciary Obligations.
Employee agrees and acknowledges that the Proprietary Information is of critical importance to the Company and a violation of this
Section 8 will seriously and irreparably impair and damage the Company’s business. Employee therefore agrees, while he is
an employee of the Company and at all times thereafter, to keep all Proprietary Information strictly confidential.


 


(d)Non-Disclosure.
Except as required by law or order of any court or governmental entity or in connection with the proper performance of his duties
hereunder, Employee shall not disclose, directly or indirectly (except as required by law), any Proprietary Information to any
person other than (a) the Company, (b) persons who are authorized employees of the Company at the time of such disclosure, (c)
such other persons, including prospective investors or lenders, to whom Employee has been instructed to make disclosure by the
Company’s Board, or (d) Employee’s counsel, so long as such counsel agrees to keep all Proprietary Information confidential
(in the case of clauses (b) and (c), only to the extent required in the course of Employee’s service to the Company). Upon
any termination of Employee’s employment hereunder, Employee shall deliver to the Company all notes, letters, documents,
tapes, discs, recorded data and records which may contain Proprietary Information which are then in Employee’s possession
or control and shall not retain, use or make any copies, summaries or extracts thereof.


 


10.INDEMNIFICATION.
In the event Employee is made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by the Company against Employee), by reason of the fact that Employee is
or was performing services under this Agreement or as a Director of the Company, then the Company shall indemnify Employee against
all expenses (including reasonable attorneys’ fees), judgments, fines, and amounts paid in settlement, as actually and reasonably
incurred by Employee in connection therewith. In the event that both Employee and the Company are made a party to the same third-party
action, complaint, suit, or proceeding, the Company agrees to engage competent legal representation, and Employee agrees to use
the same representation, provided that if counsel selected by the Company shall have a conflict of interest that prevents such
counsel from representing Employee, Employee may engage separate counsel and the Company shall pay all reasonable attorneys’
fees of such separate counsel. Further, while Employee is expected at all times to use Employee’s best efforts to faithfully
discharge his duties under this Agreement, Employee cannot be held liable to the Company for errors or omissions made in good faith
where Employee has not exhibited gross, willful and wanton negligence and misconduct or performed criminal and fraudulent acts
which materially damage the business of the Company.


 


11.REPRESENTATIONS
OF EMPLOYEE. Employee hereby represents and warrants to the Company that the execution of this Agreement by Employee and his
employment by the Company and the performance of Employee’s duties hereunder will not violate or be a breach of any agreement
with a former employer, client, or any other person or entity. Further, Employee agrees to indemnify the Company for any claim,
including but not limited to attorneys’ fees and expenses of investigation, by any such third party that such third party
may now have or may hereafter come to have against the Company based upon or arising out of any noncompetition agreement, invention
or secrecy agreement between Employee and such third party which was in existence as of the date of this Agreement.


 


Employee has and will
continue to truthfully disclose to the Company the following matters, whether occurring, at any time during the five (5) years
immediately preceding the date of this Agreement or at any time during the term of this Agreement:


 


(1)any criminal complaint,
indictment or criminal proceeding in which Employee is named as a defendant;


 


 






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(2)any allegation, investigation,
or proceeding, whether administrative, civil or criminal, against Employee by any licensing authority or industry association relating
to the business of the Company; and


 


(3)any allegation, investigation
or proceeding, whether administrative, civil, or criminal, against Employee for violating professional ethics or standards, or
engaging in illegal, immoral or other misconduct (of any nature or degree), relating to the business of the Company.


 


12.ASSIGNMENT; BINDING
EFFECT. This Agreement shall inure to the benefit of and be binding on Employee and the Company and Employee’s and the
Company’s respective heirs, successors and assigns; provided, however, that Employee shall have no right to assign Employee’s
rights or duties under this contract to any other person. In the event of the sale, merger or consolidation of the Company, Employee
specifically agrees that the Company may assign the Company’s rights and obligations hereunder to the Company’s successor,
assign or purchaser. In addition, and in any event, the Company may, at any time, assign the Company’s rights and obligations
under this Agreement to any person that is an affiliate of the Company or to any person which, after any such assignment, employs
at least 50% of the employees employed by the Company immediately prior to the assignment.


 


13.COMPLETE AGREEMENT;
AMENDMENTS. This Agreement supersedes any other agreements or understandings, written or oral, among the Company and Employee,
and Employee has no oral representations, understandings or agreements with the Company or any of its officers, directors, or representatives
covering the same subject matter as this Agreement. This written Agreement is the final, complete, and exclusive statement and
expression of the agreement between the Company and Employee and of all the terms of this Agreement, and it cannot be varied, contradicted,
or supplemented by evidence of any prior or contemporaneous oral or written agreements. This written Agreement may not be later
modified except by a written instrument signed by a duly authorized officer of the Company and Employee, and no term of this Agreement
may be waived except by a written instrument signed by the party waiving the benefit of such term.


 


14.NOTICE. Whenever
any notice is required hereunder, it shall be given in writing addressed as follows:


 


	 	To the Company: 	Infusion Brands International, Inc.
	 	 	14375 Myerlake Circle
	 	 	Clearwater, FI. 33760
	 	 	 
	 	To Employee: 	Shad Stastney
	 	 	14375 Myerlake Circle
	 	 	Clearwater, FL 33760
	 	 	 


 


Notice shall be deemed
given and effective three (3) days after the deposit in the U.S. mail of a writing addressed as above and sent first class mail,
certified, return receipt requested, or, in any other case, when actually received. Either party may change the address for notice
by notifying the other party of such change in accordance with this paragraph 14.


 


15.SEVERABILITY.
If any portion of this Agreement is held invalid or inoperative, the other portions of this Agreement shall be deemed valid
and operative and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion held invalid
or inoperative. Employee and the Company agree and acknowledge that the provisions of paragraphs 4 and 9 are material and of the
essence to this Agreement. If the scope of any restriction or covenant contained therein should be or become too broad or extensive
to permit enforcement thereof to its fullest extent, then such restriction or covenant shall be enforced to the maximum extent
permitted by law, and Employee hereby consents and agrees that (a) it is the parties intention and agreement that the covenants
and restrictions contained therein be enforced as written, and (b) in the event a court of competent jurisdiction should determine
that any restriction or covenant contained therein is too broad or extensive to permit enforcement thereof to its fullest extent,
the scope of any such restriction or covenant may be modified accordingly in any judicial proceeding brought to enforce such restriction
or covenant, but should be modified to permit enforcement of the restrictions and covenants contained herein to the maximum extent
the court, in its judgment, will permit.


 


 






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16.ARBITRATION.
Any unresolved dispute or controversy arising under or in connection with this Agreement or Employee’s employment with
the Company (or any termination thereof) shall be settled exclusively by arbitration, conducted before a panel of three (3) arbitrators
in Hillsborough County, Florida, in accordance with the rules of the American Arbitration Association then in effect. A decision
by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators’ award in any
court having jurisdiction. The Company shall pay the reasonable fees and expenses of any arbitration proceeding in connection with
this Agreement.


 


17.GOVERNING LAW.
This Agreement shall in all respects be construed according to the laws of the State of Florida.


 


18.HEADINGS. The
paragraph headings herein are for reference purposes only and are not intended in any way to describe, interpret, define, or limit
the extent or intent of the Agreement or of any part hereof.


 


19.COUNTERPARTS.
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute
but one and the same instrument.


 


IN WITNESS WHEREOF,
the parties hereto have made and entered into this Agreement as of the date first above written.


 


	 	The Company:
	 	Infusion Brands International, Inc.
	 	 
	 	 
	 	By:___________________________
	 	Name:
	 	Title:
	 	 
	 	Employee:
	 	 
	 	 
	 	______________________
	 	Shad Stastney


 




 


 






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EXECUTIVE EMPLOYMENT AGREEMENT AMENDMENT


 


 


This AMENDMENT is
made and entered into as of the 28th day of March 2014, by and between Infusion Brands, Inc., a Nevada corporation (the
“Company”), and Shad Stastney (the “Executive”).


 


WHEREAS, Infusion
Brands International, Inc. and Executive previously entered into an Employment Agreement dated s of August 1, 2013 (the “Employment
Agreement”); and


 


WHEREAS, the rights
and obligations of Infusion Brands International, Inc. under the Employment Agreement were assigned as permitted thereby and in
accordance with the terms thereof to infusion Brands, Inc. on or about March 27, 2014; and


 


WHEREAS, the Company
and executive wish to amend the Employment Agreement to extend its term; and


 


WHEREAS, the Executive
wishes to waive any rights he or she might have to severance payments and other benefits under the Employment Agreement if he or
she voluntarily resigns within 360 days after certain recent transactions.


 


NOW THEREFORE, in
consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.              
Section 2 of the Employment Agreement is hereby amended by replacing the first sentence with the following:


 


“The Company employs Employee
for a period commencing the date hereof and ending on June 15, 2018 (the “Term”), subject to termination prior to such
date pursuant to Section 5 hereof.”


 


2.              
To the extent that the transactions described in (a) that certain Agreement and Plan of Merger by and among As Seen On TV,
Inc., Infusion Brands International, Inc., Infusion Brands, Inc. and certain related entities dated on or about April 1, 2014,
(b) that certain Securities Purchase, Exchange and Redemption Agreement by and between Infusion Brands International, Inc. and
Vicis Capital Master Fund and related agreements, and/or (c) that certain Amended and Restated RFL, Enterprises and Infusion Agreement
and the transactions contemplated thereby would constitute a Change in Control under the Employment Agreement, the Executive hereby
waives any severance pay or acceleration of vesting on unvested stock, stock equivalents or stock options that Executive would
otherwise be entitled to if, within 360 days following such Change in Control, Executive resigns for the reasons set forth in Section
5(e) of the Employment Agreement or is terminated for Cause as defined in Section 5(c) of the Employment Agreement.


 


 




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IN WITNESS WHEREOF, the
Executive has duly executed, and the Company has caused this Agreement to be duly executed by its duly authorized officer, and
the parties have caused this Agreement to be delivered, all as of the day and year first written above.


 


	Infusion Brands, Inc.	Executive:
	 	 
	 	 
	 	 
	By:_______________	________________
	Name:	Shad Stastney
	Title:	 


 




 


 


 


 


 


 


 


 


 


 






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