e101.htm


    
      

      

    

    Exhibit
10.1

    


    EMPLOYMENT
AGREEMENT

     

    This Employment Agreement (the
“Agreement”), is made by and between DIGITAL WALLSTREET, INC., a Nevada
Corporation (“DWS”), and ALBERT R. AIMERS (“AIMERS”), an individual,
(individually a “Party” and collectively the “Parties”), with reference to the
following facts and purposes:

    


    A.           DWS
Digital WallStreet, Inc. (“DWS”), is a Nevada Corporation regularly engaged in
the business of advertising marketing and reporting of financial information
about publicly traded companies.

    


    B.           DWS’s
principal place of business is located at 430 El Bosque Place, Laguna Beach,
California 92651.

    


    C.           AIMERS’s
business address is also 430 El Bosque Place, Laguna Beach, California
92651.

    


    D.           AIMERS
have considerable experience in the business of advertising and marketing
through electronic and internet medium to the general public.

    


    E.           AIMERS
wishes to perform services for DWS, and DWS wishes to employ AIMERS in the
capacity of its Chief Executive Officer.

    


    F.           AIMERS
understands that his employment is subject to a probationary period of ninety
(90) days (the “Probationary Period”) from the date of the signing of this
Agreement.

    


    G.           AIMERS
understands that during the Probationary Period, either Party may, without
giving any prior notice, terminate this Agreement.

     

    NOW, THEREFORE, in consideration of the
mutual promises, agreements, covenants, and conditions contained in this
Agreement, and for other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, DWS employs AIMERS, and AIMERS accepts employment
from DWS in the capacity of its Chief Executive Officer under the following
terms and conditions:

    


    1.           TERM OF
EMPLOYMENT:  AIMERS’s employment with DWS shall start July 19,
2003, and shall terminate at the will of either DWS or AIMERS by giving ninety
(90) days written notice to the other Party.

    


    2.           JOB
DESCRIPTION:  AIMERS shall be DWS’s “Chief Executive Officer.”
As the Chief
Executive Officer, AIMERS shall be responsible for all management, operations,
and all administrative functions of DWS in the United States of
America.

     

    3.           COMPENSATION
FOR SERVICES RENDERED:  As compensation for services rendered,
AIMERS shall receive the following from DWS:

    


    
      	
               
      

            	
              a.

            	
              Signing
      Bonus:  Upon execution of this Agreement, DWS shall pay
      AIMERS a signing bonus of Fifty Thousand Dollars ($50,000.00) (the
      “Signing Bonus”).  Should Aimers Terminate this Agreement within
      ninety (90) days following the execution of this Agreement, for any reason
      whatsoever other than serious health-related reasons as verified by an
      independent medical doctor, AIMERS shall repay the entire Signing Bonus to
      DWS within thirty (30) days following said
  termination.

            


    

    


    
      	
               
      

            	
              b.

            	
              Base
      Salary:  DWS shall pay AIMERS a base salary, of One
      Hundred Eighty Thousand Dollars ($180,000.00) per year (the “Base
      Salary”).  The Base Salary shall be paid on the first (1st)
      and sixteenth (16th)
      day of each calendar month on an annualized, pro-rated
    basis.

            


    

    


    
      	
               
      

            	
              c.

            	
              Bonuses:  In
      addition to the Base Salary, AIMERS shall receive bonuses from DWS
      (“Bonuses”), based upon a percentage of DWS’s net profit as determined by
      DWS’s accountant (“Net Profit”), as
follows:

            


    

    


    
      	
               
      

            	
              i.

            	
              Five
      percent (5%) of Net Profit during AIMERS’s first (1st)
      year of employment with DWS.

            


    

    


    
      	
               
      

            	
              ii.

            	
              Ten
      percent (10%) of Net Profit during AIMERS’s second (2nd)
      year of employment with DWS.

            


    

    


    
      	
               
      

            	
              iii.

            	
              Fifteen
      percent (15%) of Net Profit during AIMERS’s third (3rd)
      year of employment with DWS.

            


    

    


    
      	
               
      

            	
              iv.

            	
              Twenty
      percent (20%) of Net Profit during AIMERS’s fourth (4th)
      year of employment, and each year thereafter with
  DWS.

            


    

    


    
      	
               
      

            	
              v.

            	
              DWS
      shall pay AIMERS an estimated Bonus, on a quarterly basis, within thirty
      (30) days after completion of DWS’s quarterly accounting.  Upon
      completion of DWS’s annual accounting, the final amount of the Bonus shall
      be adjusted.

            


    

     

    
                  
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    4.           PAYROLL
TAXES:  AIMERS shall be an employee of
DWS.  Accordingly, DWS shall withhold all required payroll taxes from
any compensation due to him in accordance with applicable federal and state
rules and regulations.

     

    5.           EMPLOYEE BENEFITS:  In addition to
the compensation detailed above, AIMERS shall receive the following benefits
from DWS:

    


    
      	
               
      

            	
              a.

            	
              Paid
      Vacation:  AIMERS shall receive from DWS, twenty (20)
      working days (four (4) work weeks) of paid vacation after completion of
      one year of employment.  If his employment terminates, for any
      reason, before the completion of one (1) year of employment, AIMERS shall
      not receive any paid vacation.

            


    

    


    
      	
               
      

            	
              b.

            	
              Paid
      Holidays:  AIMERS shall receive from DWS, holiday pay for the
      following seven (7) major holidays: New Year’s Day; Memorial Day;
      Independence Day; Labor Day; Thanksgiving Day and the Friday immediately
      following Thanksgiving Day; and Christmas Day.  If his
      employment terminates for any reason, before the completion of the
      Probationary Period, AIMERS shall not receive any holiday
    pay.

            


    

    


    
      	
               
      

            	
              c.

            	
              Sick
      Leave:  AIMERS shall receive from DWS, sick leave pay
      according to the following
schedule:

            


    

    


    
      	
               
      

            	
              1.

            	
              Two
      (2) days after completion of one (1) year of
  employment.

            


    

    


    
      	
               
      

            	
              2.

            	
              Three
      (3) days after completion of two (2) years of
  employment.

            


    

    


    
      	
               
      

            	
              3.

            	
              Five
      (5) days after completion of three (3) years of
  employment.

            


    

    


    
      	
               
      

            	
              If
      his employment terminates, for any reason, before the completion of one
      year of employment, AIMERS shall not receive any sick
    leave.

            


    

    


    
      	
               
      

            	
              d.

            	
              Travel and
      Expenses:  DWS shall reimburse AIMERS for all reasonable
      travel-related expenses while traveling for DWS’s business
      purposes.

            


    

    


    
      	
               
      

            	
              e.

            	
              Health
      Insurance:  DWS shall pay, directly to the health
      insurance carrier chosen from time to time by DWS, one hundred percent
      (100%) of the total cost of the health insurance premium for AIMERS and
      AIMERS’s family not exceeding four (4) family member sin total (the
      “Premium”).  The total amount of DWS’s contribution to the
      Premium shall not exceed One Thousand Five Hundred Dollars ($1500.00) per
      calendar month.

            


    

    


    
      	
               
      

            	
              f.

            	
              Qualified Retirement
      Plan:   During his first (1st)
      year of employment with DWS, AIMERS shall not be entitled to receive any
      contributions from DWS for any retirement program.  Upon
      completion of one (1) year of employment with DWS, and every year
      thereafter while this Agreement remains in effect, DWS shall contribute an
      amount equal to Twenty five percent (25%) of the combined total
      of

            


    

     

    
      	
               
      

            	
              Base
      Salary and Bonuses for the previous year, as set forth in paragraph Nos.
      3(b) and 3(c) of this Agreement, to DWS’s Qualified Retirement Program
      (the “QRP”).  Administration of the QRP shall be at the sole
      discretion of DWS.

            


    

    


    
      	
               
      

            	
              g.

            	
              Automobile
      Allowance:  During the term of this Agreement, at the
      sole discretion of AIMERS, DWS shall
either:

            


    

    


    
      	
               
      

            	
              i.

            	
              Provide
      AIMERS with an automobile of AIMERS’s choice and pay all insurance, fuel,
      repair and maintenance expenses; or

            


    

    


    
      	
               
      

            	
              ii.

            	
              Pay
      AIMERS a flat automobile allowance in the amount of One Thousand Two
      Hundred Dollars ($1,200.00) per
month.

            


    

    


    
      	
               
      

            	
              If
      AIMERS chooses the automobile, monthly lease or purchase payments shall
      not exceed $700.00 per month.  However, if AIMERS chooses the
      flat automobile allowance, DWS shall withhold all required taxes in
      accordance with applicable federal and state rules and
      regulations.

            


    

    


    
      	
               
      

            	
              h.

            	
              Cellular
      Telephone:  During the term of this Agreement, DWS shall
      provide a cellular telephone to AIMERS for his exclusive use for DWS
      purposes.

            


    

    


    
      	
               
      

            	
              i.

            	
              Air
      Travel:  During the term of this Agreement, AIMERS shall
      be entitled to company paid first-class air-travel exclusively for DWS
      purposes.

            


    

    


    
      	
               
      

            	
              j.

            	
              Life
      Insurance:  During the term of this Agreement, AIMERS
      shall be entitled to company paid term life insurance, with a face value
      not to exceed three (3) times the Base Compensation earned by
      AIMERS.

            


    

    


    
      	
               
      

            	
              k.

            	
              Disability
      Insurance:  During the term of this Agreement, AIMERS
      shall be entitled to company paid disability insurance, with a maximum
      monthly benefit that is equal to his monthly installment of Base
      Compensation.

            


    

    


    
      	
               
      

            	
              l.

            	
              Home Office
      Expenses:  AIMERS shall be entitled to receive from DWS
      reasonable expense reimbursement for the maintenance of a home office
      exclusively used by him for DWS
purposes.

            


    

     

     

                   
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6.           COVENANT
NOT TO COMPETE:  During AIMERS’s employment with DWS, and
during a period not to exceed one (1) year, immediately following the
termination of AIMERS’s employment with DWS, AIMERS shall not, directly or
indirectly, either as an employee, consultant, agent, principal, partner, silent
or otherwise, stockholder, corporate officer, director, manager, independent
contractor or in any other individual or representative capacity, engage or
participate in any business that is in direct or indirect competition in any
manner with DWS’s business within the state of California.  The
provisions of paragraph No. 15 of this
Agreement shall not apply to this paragraph.  In addition to any other
remedies provided by law, DWS shall have the discretion to seek relief,
including, without limitation, equitable relief, in a court of law in connection
with enforcement of this paragraph.

    


    7.           NEW
PRINCIPALS AND CUSTOMERS:  Any and all of DWS’s present and
future clients whom DWS now represents or will represent in the future on or
before the date of AIMERS’s termination from DWS (“Clients”), and DWS’s present
customers, and customers whom AIMERS solicits for DWS, and from whom sales are
generated for DWS (“Customers”), shall be the exclusive Clients and Customers of
DWS.  The provisions of paragraph No. 15 of this Agreement shall not
apply to this paragraph.  In addition to any other remedies provided
by law, DWS shall have the discretion to seek relief, including, without
limitation, equitable relief, in a court of law in connection with enforcement
of this paragraph.

    


    8.           CLIENT
LIST AND CUSTOMER LIST:  DWS’s Client list and Customer list
are confidential and contain privileged information.  AIMERS shall
not, for a period of one (1) year immediately following the termination of his
employment with DWS, either directly or indirectly make known to any person,
firm or entity, the names, phone numbers and or addresses of DWS’s Clients or
Customers, or any other information about them.  The provisions of
paragraph No. 15 of this Agreement shall not apply to this
paragraph.  In addition to any other remedies provided by law, DWS
shall have the discretion to seek relief, including, without limitation,
equitable relief, in a court of law in connection with enforcement of this
paragraph.

    


    9.           
SOLICITATION
OF CUSTOMERS AND CLIENTS:  AIMERS shall not, for a period one
(1) year immediately following the termination of his employment with DWS,
call-on, solicit or take away, any of DWS’s Clients or Customers, upon whom
AIMERS called-on, solicited, or whom he became acquainted with during his
employment with DWS, either for himself or as an employee, employer, consultant,
agent, principal, partner silent or otherwise, stockholder, corporate officer,
director, manager, independent contractor or in any other individual or
representative capacity.  The provisions of paragraph No. 15 of this
Agreement shall not apply to this paragraph.  In addition to any other
remedies provided by law, DWS shall have the discretion to seek relief,
including, without limitation, equitable relief, in a court of law in connection
with enforcement of this paragraph.

    


    10.           CONFIDENTIALITY
OF INFORMATION:  AIMERS shall not, at anytime during his
employment or for a period of one (1) year immediately following the termination
of his employment with DWS, either directly or indirectly release or disclose
any information learned about the business operations of DWS, including without
limitation, its business practices.  The provisions of paragraph No.
15 of this Agreement shall not apply to this paragraph.  In addition
to any other remedies provided by law, DWS shall have the discretion to seek
relief, including without limitation, equitable relief, in a court of law in
connection with enforcement of this paragraph.

    


    
      	
                   
      11.

            	
              ENDEMNIFICATION
      AND INSURANCE:  AIMERS shall indemnify and hold DWS
      harmless from any and all claims and/or lawsuits arising out any negligent
      conduct, including, without limitation, negligent operation of a motor
      vehicle, by AIMERS during the term of AIMERS’s employment with
      DWS.  AIMERS shall maintain a current Driver License, and shall
      obtain and maintain throughout the term of his employment with DWS, an
      automobile insurance policy, naming DWS as an “additional insured,” with
      minimum liability limits of One Hundred Thousand Dollars ($100,000.00) per
      person and Three Hundred Thousand Dollars ($300,000.00) per
      occurrence.

            


    

     

    12.           EMPLOYEE
HANDBOOK:  AIMERS shall, at all times, abide by the terms and
conditions set forth in DWS’s Employee Handbook.  Failure to do so
may, at the sole discretion of DWS, be grounds for immediate
dismissal.

    


    13.           BINDING
EFFECT:  This Agreement shall be binding upon and inure to the
benefit of the Parties, their legal representatives, successors and
assigns.

    


    14.           GOVERNING
LAW:  This Agreement and any disputes arising from this
Agreement shall be governed by the laws of the State of California in force on
the date of the signing of this Agreement.

    


    15.           ARBITRATION:  Except
as otherwise provided in this Agreement, in the event that a dispute arises
between DWS and AIMERS, which is not resolved by mutual agreement, the Parties
shall submit such dispute to binding arbitration in Orange County, California,
in accordance with the arbitration rules of the American Arbitration
Association.  This paragraph shall not apply to paragraph numbers 6,
7, 8, 9, and 10 of this Agreement.

    


    16.           ATTORNEYS’
FEES AND COSTS:  In the event that a dispute arises between DWS
and AIMERS, the prevailing party to such dispute shall be entitled to recover
from the nonprevailing party, reasonable attorneys’ fees and costs incurred in
connection with such dispute.

    


    17.           SEVERABILITY:  In
the event any portion of this Agreement is held to be invalid, the same shall
not affect, in any respect, the validity of the remainder of this
Agreement.

    


    18.           
CAPTIONS:  The
captions in this Agreement are to be given no effect and are for convenience and
reference purposes only.

    


    19.           ENTIRE
AGREEMENT:  This Agreement contains seven (7) pages, and
embodies the entire agreement between DWS and AIMERS.  There are no
other understandings agreements representations, conditions, terms of
considerations, expressed or implied, except as set forth in this
Agreement.

     

    


                   
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    The
Parties have executed this Employment Agreement in the City of Laguna Beach,
County of Orange, State of California.

    


    


    


    Dated:
___________________                                       _______________________________________

    By:  ALBERT R. AIMERS,
President

    For DIGITAL WALLSTREET,
Inc.,

    A Nevada Corporation

    


    


    


    Dated:
___________________                                        _______________________________________

    ALBERT R. AIMERS, an
individual

    


    


    


    


    


    


    Executive
Employment Agreement

    


    


     

    


    


                     
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