EXHIBIT 10.2



GROWERS DIRECT COFFEE COMPANY, INC. 

2813 7TH Street, Berkeley, California, 84710




PRIVATE & CONFIDENTIAL
           




November 20, 2008  




Mr. Nepal Muhuri  

2813 7th Street, Berkeley, 

California, 84710 

 

Dear Mr. Muhuri:




RE:  MANAGEMENT AGREEMENT 




This letter agreement (the “Agreement”)
sets forth the services to be provided by Nepal Muhuri (“Nepal”) to Growers
Direct Coffee Company, Inc. (the “Company”) and the terms and conditions under
which such services shall be performed (the “Engagement”). 




1. Engagement. Subject to the terms
set forth herein, the Company hereby engages Nepal and retains Nepal to serve as
the Chief Financial Officer and Secretary of the Company and Nepal hereby
accepts the position of Chief Financial Officer and Secretary effective as of
November 20, 2008 (the “Effective Date”). 




2. Duties. Nepal will perform such
duties customarily performed by the Secretary and Chief Financial Officer and
such other duties as reasonably requested by the Chairman or the Board of
Directors of the Company (the “Board”). These duties will include, but not be
limited to, signing SEC filings and certifications required by the
Sarbanes-Oxley Act.




3. Term. The term of Nepal’s
Engagement hereunder shall commence on the Effective Date and shall continue on
a year-to-year basis until terminated by either party upon sixty days prior
written notice to the other party. In the event of termination prior to the end
of a calendar month, the Company shall pay Nepal fees for the full month for the
portion of the month that the Engagement was effective. 




4. Compensation. The Company shall
make monthly management fee payment of five thousand dollars ($5,000) to Nepal,
in arrears, on the 25th day of each month.  In consideration of services to
be rendered under this Agreement, Nepal shall be paid a non refundable contract
execution bonus through issuance of one million five hundred thousand
(1,500,000) restricted common shares. These shares shall be issued on the
Effective Date.  




After twelve month, Nepal’s monthly
management fee payment will increase to ten thousand dollars ($10,000) per
month.  




5. Expense Reimbursement. Nepal
 will be entitled to reimbursement for reasonable out-of-pocket expenses
incurred by Company or paid by Nepal  on behalf of the Company including,
but not limited to, use of office space, reproduction, typing, computer usage,
employees, legal counsel (including legal counsel retained to negotiate and
draft this Agreement) and other similar direct expenses and any and all taxes
(other than state, local and federal income taxes) on any of the foregoing,
provided, however, that such out-of-pocket expenses shall not exceed $1,000 per
month without Board approval. Expenses for ordinary course travel on Company
business will not be subject to the $1,000 monthly limitation.  Nepal will
be reimbursed within 30 days of submission of reasonable documentation for such
expenses.  In no event, will Nepal be reimbursed later than 30 days
following the close of the calendar year in which such expenses were incurred.





6. Severance Payment. If the Company
at its sole discretion terminates the Engagement anytime without cause, after
the Effective Date, Nepal will receive a severance payment equal to ten thousand
dollars ($10,000). Nepal will not receive any severance payment if terminated by
the Company anytime after the Effective Date with cause.  “Cause” shall be
defined as any act or series of acts which are illegal, negligent, constitute
willful misconduct, immoral, or otherwise have impact on the Company and/or its
business activities.     




7. Deferred Compensation. Any
nonqualified deferred compensation (within the meaning of Section 409A of
the Internal Revenue Code) payable under this Agreement on account of the
completion or termination of the Engagement shall be delayed to the minimum
extent and in the minimum amount necessary so as to comply with 







Section 409A and the regulations thereunder; provided,
however, that the bonus set forth in Section 5 shall be paid immediately if
there is a change of control within the meaning of Section 409A of the Internal
Revenue Code regardless of whether there is a termination. 

 

8. Benefits and Taxes. Nepal shall
be entitled to any benefits paid by the Company to its employees. Nepal shall be
solely responsible for any tax consequences applicable to Nepal by reason of
this Agreement and the services performed hereunder. The Company shall not be
responsible for the payment of any federal, state or local taxes or
contributions imposed under any employment insurance, social security, income
tax or other tax law or regulation with respect to Nepal ’s performance of
management services hereunder. Nepal agrees to indemnify and hold the Company
harmless for any taxes, interest or penalties imposed upon the Company arising
from or in connection with the Engagement. 




9. Confidential Information, Rights and
Duties. 




(a) Nepal
 specifically agrees that he shall not at any time, either during or
subsequent to the term of the Engagement, in any fashion, form or manner, either
directly or indirectly, unless expressly consented to in writing by the Company,
use, divulge, disclose or communicate to any person or entity any confidential
information of any kind, nature or description concerning any matters affecting
or relating to the business of the Company, including, but not limited to: the
Company’s sales and marketing methods, programs and related data, or other
written records used in the Company’s business; the Company’s computer
processes, programs and codes; the names, addresses, buying habits or practices
of any of its clients or customers; compensation paid to other employees and
independent contractors and other terms of any employment or contractual
relationships; or any other confidential information of, about or concerning the
business of the Company, its manner of operations, or other data of any kind,
nature or description. The parties to this Agreement hereby stipulate that, as
between them, the above information and items are important, material and
confidential trade secrets that affect the successful conduct of the Company’s
business and its good will, and that any breach of any term of this section is a
material breach of this Agreement. All equipment, notebooks, documents,
memoranda, reports, files, samples, books, correspondence, lists or other
written and graphic records, and the like, including tangible or intangible
computer programs, records and data, affecting or relating to the business of
the Company, which Nepal  might prepare, use, construct, observe, posses or
control, shall be and shall remain the Company’s sole property. 




(b) For purposes of this
Agreement, the term “confidential information” shall not include any information
that: (i) has been made public by the Company (other than by acts of Nepal
 in violation of this Agreement or other obligation of confidentiality);
(ii) Nepal  is legally compelled to disclose; provided that Nepal
 notifies the Company of such proposed disclosure in as far in advance of
its disclosure as is practicable and uses his best efforts to obtain assurances
that confidential treatment will be accorded to such information; or (iii) is
otherwise publicly available other than through disclosure by a party in breach
of a confidentiality obligation with respect thereto. 




(c) Any wrongful
interference with the Company’s business, property, confidential information,
trade secrets, clients, customers, employees or independent contractors by Nepal
or any of their agents after the term of the Engagement shall be treated and
acknowledged by the parties as a material breach of this Agreement. 




(d) Nepal’s duties under
this Section 10 shall survive termination of the Engagement. Nepal acknowledges
that a remedy at law for any breach or threatened breach by Nepal of the
provisions of this Section 10 would be inadequate, and Nepal agrees that the
Company shall be entitled to injunctive relief in case of any such breach or
threatened breach. 




10. Indemnification and D&O
Insurance. The Company shall indemnify, forever defend, and hold Nepal free
and harmless from any and all liabilities, assessments, obligations, debts,
damages, fees, fines, penalties, interest, judgments, liens or other claims that
may ever be claimed to exist against Nepal as a result of Nepal’s work on behalf
of Company and/or as a result of Nepal executing this Agreement, except to the
extent resulting from Nepal’s gross negligence or willful misconduct.




The Company shall enter into an
indemnification agreement with Nepal in the form entered into with each of the
Company’s officers and directors. Such indemnification Agreement shall be
effective upon the Effective Date. The Company will furnish Nepal with a copy of
its current D&O liability policy and will agree to consult with Nepal if the
Company intends to decrease the coverage currently provided. 




11. Dispute Resolution
  In the instance of a dispute between the Company and Nepal that
is incapable of being resolved by them to their mutual satisfaction, after good
faith resolution negotiations, and within thirty (30) days of 





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the formal
notification from Nepal or Company of such dispute, the complaining Nepal shall
have the right to seek such remedies as are available at law and in equity, as
shall the Company.  In the event of any breach of this Agreement, the
provisions of this Agreement may be enforceable in a court of equity by a decree
of specific performance.  Any equitable remedy shall not be exclusive and
shall be in addition to any other remedy available.




12. General Provisions. 




(a) Notices. Any
notices provided hereunder must be in writing and shall be deemed effective upon
the earlier of personal delivery or duly sent by certified mail, postage
prepaid; by an overnight delivery service, charges prepaid; or by confirmed
telecopy, to the Company at its primary office location and to Nepal at the
following address: 2813 7th Street, Berkeley.  




(b) Severability.
Whenever possible, each provision of this Agreement will be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be invalid, illegal or unenforceable in any respect
under any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other provision or any other
jurisdiction, but this Agreement will be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unenforceable provisions had
never been contained herein or therein 




(c) Waiver. If
either party should waive any breach of any provision of this Agreement, he or
it shall not thereby be deemed to have waived any preceding or succeeding breach
of the same or any other provision of this Agreement. 




(d) Complete
Agreement. This Agreement, the stock option agreement and the
indemnification agreement to be effective upon the Effective Date constitute the
entire agreement between Nepal and the Company and it is the complete, final,
and exclusive embodiment of their agreement and supersedes any prior agreement
written or otherwise between Nepal and the Company with regard to this subject
matter.  It is entered into without reliance on any promise or
representation other than those expressly contained herein or therein, and it
cannot be modified or amended except in a writing signed by Nepal and the
Chairman of the Board.  




(e) Counterparts.
This Agreement may be executed in separate counterparts, any one of which need
not contain signatures of more than one party, but all of which taken together
will constitute one and the same agreement or plan. 




(f) Headings. The
headings of the sections hereof are inserted for convenience only and shall not
be deemed to constitute a part hereof or thereof nor to affect the meaning
thereof. 




(g) Successors and
Assigns. This Agreement is intended to bind and inure to the benefit of and
be enforceable by Nepal  and the Company and their respective successors,
assigns, heirs, executors and administrators, except that Nepal  may not
assign any of their duties hereunder and may not assign any of their rights
hereunder without the written consent of the Company. 




(h) Attorney
Fees. If either party hereto brings any action to enforce his or its rights
hereunder, the prevailing party in any such action shall be entitled to recover
his or its reasonable attorneys’ fees and costs incurred in connection with such
action. In no event, will a party entitled to reimbursement be reimbursed later
than thirty days following the close of the calendar year in which in such
action is finally resolved. 




(i) Arbitration.
To provide a mechanism for rapid and economical dispute resolution, Nepal and
the Company agree that any and all disputes, claims, or causes of action, in law
or equity, arising from or relating to this Agreement or its respective
enforcement, performance, breach, or interpretation, will be resolved, to the
fullest extent permitted by law, by final, binding, and confidential arbitration
before a single arbitrator held in Las Vegas, Nevada and conducted by Judicial
Arbitration & Mediation Services/Endispute (“JAMS”), under its then-existing
Rules and Procedures. The parties shall be entitled to conduct adequate
discovery, and they may obtain all remedies available to the parties as if the
matter had been tried in court. The arbitrator shall issue a written decision
which specifies the findings of fact and conclusions of law on which the
arbitrator’s decision is based. Judgment upon the award rendered by the
arbitrator may be entered by any court having jurisdiction thereof. Unless
otherwise required by law, the arbitrator will award reasonable expenses
(including reimbursement of the assigned arbitration costs) to the prevailing
party. Nothing in this Section 12(i) or in this Agreement is intended to
prevent Nepal or the Company from obtaining injunctive relief in court to
prevent irreparable harm pending the conclusion of any such arbitration. 




(j) Governing
Law. All questions concerning the construction, validity and interpretation
of this Agreement will be governed by the law of the Nevada as applied to
contracts made excluding the rules on conflicts of law. 




(k) Currency.
 All dollar amounts stated in this Agreement are in United States dollars.





If you are in agreement
with the terms set forth herein, please sign and return a copy of this Agreement
to me. 







Yours truly 







/s/ SEAN TAN 

_______________________________

GROWERS DIRECT COFFEE COMPANY, INC.


On Behalf of the Board 










Agreed to and Accepted 







/S/ NEPAL MUHURI




___________________________

Nepal Muhuri 








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