Exhibit 10.1


    
       

      
        Exhibit
          10.1

         

        EMPLOYMENT
          AGREEMENT

      

      


      


      


      THIS
        EMPLOYMENT AGREEMENT
        ("Agreement") is made effective the 24th day of May,
        2003,
        by and
        between Imagitrend, Inc., a Florida corporation ("Employer"), and Russell
        F.
        Haraburda, an individual ("President").

       

      
        PREMISES

      

      


      WHEREAS,
        the Employer desires to secure the services of the President pursuant to
        the
        terms and conditions of an employment agreement; and

      


      WHEREAS,
        the President has the requisite skills and experience in managing a company
        in a
        business such as Employer and desires to enter into a written agreement to
        serve
        as President of Employer; 

       

      
        AGREEMENT

      

      


      NOW
        THEREFORE, with the above provisions incorporated herein by this reference,
        in
        consideration of the mutual promises contained herein, the benefits to be
        derived by each party hereunder and other good and valuable consideration,
        the
        sufficiency of which is hereby expressly acknowledged, the parties hereto
        mutually agree as follows:

      


      1. Employment.
        The
        Employer employs the President and the President accepts employment as President
        of Employer upon the terms and conditions set forth in this
        Agreement.

      


      2. Term.
        The
        term of this Agreement shall commence May
        24, 2003,
        and
        shall continue for an initial term of five (5) years. This Agreement may
        be
        renewed at the end of the term for an additional term upon written notice
        of
        renewal, at President’s sole option. If there is no written notice of renewal,
        then the employment will continue on a month to month basis subject to
        termination by either party upon ninety (90) days written notice to the other
        party.

      


      3.  Compensation.
        Employer agrees to compensate the President in the amount of $225,000.00
        for
        each year that President serves as President of the Employer. This compensation
        will be paid in cash. 

      


      4.  Stock
        Bonuses.
        In
        addition to the cash compensation noted above, President shall be given an
        initial signing bonus of One Million Five Hundred Thousand (1,500,000)
        restricted shares of the Preferred Stock of Imagitrend, Inc.. These shares
        ("Compensation Shares") will be valued at par value of $0.001 per share,
        since
        there are no significant operations of Employer at this time, and there is
        no
        trading market or other comparable sales of the Preferred Stock at this early
        stage of Employer’s development. President shall, in addition to the initial
        signing bonus set forth above, be entitled to 500,000 restricted shares of
        Imagitrend, Inc. common stock each year as an added stock bonus, commencing
        on
        May 24, 2005. President shall also be entitled to such additional bonuses
        as
        Employer desires to give President, in Employer’s sole discretion, on at least
        an annual basis, taking into consideration the President’s productivity and the
        profitability of the Employer. This bonus is to be paid annually.

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      5. Securities
        Compliance 

      


      
        	 	
                a)

              	
                President
                  understands that Employer will not register the Compensation Shares
                  under
                  the Securities Act of 1933, as amended ("Securities Act") or any
                  state
                  securities law, but will instead issue the Compensation Shares
                  in reliance
                  upon exemptions from the registration and prospectus delivery requirements
                  for transactions not involving a public offering. President further
                  understands that the Compensation Shares will therefore be "restricted
                  securities" within the meaning of the Securities Act and Rule 144
                  promulgated under the Securities Act ("Rule 144"). President represents
                  that he is fully aware of the limitations on the resale of restricted
                  securities set forth in Rule 144. President acknowledges that if
                  Rule 144
                  is available, President may make only routine sales of the Compensation
                  Shares and in limited amounts, in accordance with Rule 144. If
                  Rule 144 is
                  not available, Employer may refuse to transfer the Compensation
                  Shares
                  unless President or President's transferee furnishes Employer with
                  either:
                  i) a "no action" letter from the Securities and Exchange Commission;
                  ii)
                  an opinion of counsel that the transfer is proper; or iii) establishes,
                  to
                  Employer's satisfaction, than an exemption from registration is
                  available.
                  Employer's registrar and transfer agent will maintain a stop transfer
                  order against the Compensation Shares. All certificates representing
                  the
                  Compensation Shares, and any and all certificates issued in replacement
                  thereof or in exchange therefor, shall bear a legend, in substantially
                  the
                  following form, which President has read and
                  understands:

              


      

      


      "THE
        SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED ("THE SECURITIES ACT"), AND ARE "RESTRICTED
        SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES
        ACT.
        THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT
        PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE
        AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF
        EMPLOYER."

      


      
        	 	
                b)

              	
                In
                  order to provide documentation for Employer's reliance upon exemptions
                  from registration and prospectus delivery requirements, President
                  represents and warrants:

              


      

      


      
        	 	
                i.

              	
                President
                  will acquire the Compensation Shares for investment purposes only
                  and not
                  with a view to public resale or
                  distribution.

              


      

      


      
        	 	
                ii.

              	
                President
                  will not sell, transfer or otherwise dispose of the Compensation
                  Shares
                  for value except in compliance with the Securities Act and the
                  rules
                  promulgated thereunder.

              


      

      


      
        	 	
                iii.

              	
                President's
                  knowledge and experience in financial and business matters in general,
                  and
                  investments in particular, are such that President is capable of
                  evaluating the merits of acquiring the Compensation
                  Shares.

              


      

      


      
        	 	
                iv.

              	
                President
                  understands the speculative nature of the Compensation Shares and
                  the
                  possibility of loss and is capable of bearing the economic risks
                  of
                  receiving the Compensation Shares.

              


      

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	 	
                v.

              	
                President
                  has had an opportunity to ask questions of and obtain answers from
                  Employer's representatives concerning the financial status of Employer
                  and
                  the Compensation Shares. President has also had the opportunity
                  to examine
                  Employer's disclosure documents that President believes are necessary
                  to
                  make an economic decision to accept the Compensation
                  Shares.

              


      

      


      6. Duties.
        During
        the term of this Agreement, President shall serve as the President of the
        Employer. President shall perform the tasks and have the rights, powers and
        obligations normally associated with the office of President. President agrees
        to serve in such offices or positions with Employer that Employer's board
        of
        directors ("Board of Directors") shall reasonably request. 

      


      7. Extent
        of Services/Conduct.
        The
        President may perform services for other organizations and volunteer for
        one or
        more charitable organizations provided that, in the reasonable judgment of
        the
        Board of Directors, such services do not interfere with and are not inconsistent
        with the President's duties and obligations under this Agreement.

      


      8. Expenses.
        The
        President may incur reasonable expenses for promoting the Employer's business,
        including reasonable expenses for entertainment, travel, and similar items.
        The
        Employer will reimburse the President for all such expenses upon the President's
        periodic presentation of an itemized account of such expenditures.

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      9.
        Fringe
        Benefits.
        In
        addition to the compensation to the President under Paragraphs
        3 and 4,
        the
        President shall be entitled to participate in any benefit plans adopted by
        the
        Employer, including, without limitation, health, retirement, disability,
        and
        life insurance benefit plans, but only to the extent that the President has
        satisfied the eligibility requirements of the respective plans.

      


      10.
        Termination
        Upon Sale of Business.
        Employer may terminate this Agreement upon sixty (60) days written notice
        to the
        President upon the happening of any of the following events:

      


      
        	 	
                a)

              	
                The
                  sale, by the Employer, of substantially all of its assets to a
                  single
                  purchaser or group of associated
                  purchasers;

              


      

      


      
        	 	
                b)

              	
                The
                  sale, exchange, or other disposition to a single entity or group
                  of
                  entities under common control in one transaction or series of related
                  transactions of greater than fifty percent (50%) of the outstanding
                  shares
                  of the Employer's common stock;

              


      

      


      
        	 	
                c)

              	
                A
                  decision by Employer to terminate its business and liquidate its
                  assets;
                  or

              


      

      


      
        	 	
                d)

              	
                The
                  merger or consolidation of the Employer in a transaction in which
                  the
                  shareholders of the Employer receive less than fifty percent (50%)
                  of the
                  outstanding voting shares of the new or surviving
                  corporation.

              


      

      


      In
        the
        event of such termination, President shall be entitled to additional pay
        as
        follows: 2 years’ cash salary at the rate of $225,000 per year, payable in equal
        monthly payments over the 24 months following the termination, with such
        payments commencing on the 1st
        day of
        the month immediately following the termination. In addition to the cash
        salary
        due, President is also entitled to an additional payment of Two Million
        (2,000,000) shares of Preferred Stock, all of such shares due and payable
        on the
        day of termination.

      


      11.
        Death
        During Employment.
        If the
        President dies during the term of this Agreement, then the Employer shall
        pay to
        the designated beneficiary of the President the compensation which would
        otherwise be payable to the President up to the end of the month in which
        such
        death occurs and this Agreement shall be terminated. If no beneficiary
        designation has been made by the President, then the compensation due hereunder
        shall be paid to the President's estate.

      


      12.
        President
        Not Restricted by Other Agreement.
        The
        President hereby expressly represents, warrants, and covenants to the Employer
        that he is not bound, in any manner, by any agreement, whether written or
        oral,
        which would restrict him from performing any duties under this
        Agreement.

      


      13.
        Survival.
        The
        provisions of this Agreement including, specifically, the President's
        represent-ation, covenants, and agreements set forth in Paragraph
        5,
        shall
        survive the termination of this Agreement.

      


      14.
        Indemnification.
        Employer shall hold harmless, defend, and indemnify President from all claims,
        demands, or causes of action brought, at any time, against President as a
        result
        of any of the following circumstances: (a) President’s providing services to
        Employer; (b) any action or inaction arising from or relating to the President’s
        position as President of Employer; or (c) any action taken or which should
        have
        been taken in the course and scope of President’s employment with Employer, or
        which arose from or related to such employment, including all costs for any
        judgment, settlement, attorney fees, legal defense, and other expenses related
        to same. 

      


      14.
        Entire
        Agreement.
        This
        Agreement constitutes the entire understanding between the parties and there
        are
        no covenants, conditions, representations, or agreements, oral or written,
        or
        any nature whatsoever, other than those herein continued.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

      15.
        Amendments.
        No
        amendment, alteration, or modification of this Agreement shall be binding
        upon
        the parties hereto unless said amendment, alteration, or modification is
        in
        writing and signed by all parties.

      


      16.
        Waiver.
        The
        waiver of any term, condition, clause, or provision of this Agreement shall
        in
        no way we deemed or considered a waiver of any other term, condition, clause,
        or
        provision of this Agreement.

      


      17.
        Severability.
        If any
        term, condition, clause, or provision of this Agreement shall be deemed to
        be
        void or invalid then that term, condition, clause, or provision shall be
        stricken from this Agreement to the extent it is held to be void or invalid,
        to
        be void or invalid and in all other respects this Agreement shall be valid
        and
        in full force and operation.

      


      18.
        Notices.
        Any
        notice or other communication required or permitted hereunder shall be sent
        by
        United States certified mail, postage prepaid, addressed:

      


      if
        to the
        Employer:

      Imagitrend,
        Inc.

      1900
        Main
        Street, Suite 312

      Sarasota,
        Florida 34236

      


      and,
        if
        to the President:

      Russell
        F. Haraburda

      1900
        Main
        Street, Suite 312

      Sarasota,
        Florida 34236

      


      


      or
        to
        such other person or address designated by the parties to receive notice.
        The
        date of the notice shall be the date of the mailing.

      


      19.
        Additional
        Documents.
        The
        parties hereto agree to execute any and all additional papers and documents
        reasonably necessary or appropriate to effectuate the terms of this
        Agreement.

      


      20.
        Governing
        Law.
        This
        Agreement shall be subject to and governed by the laws of the State of Florida.
        Any legal action hereunder shall be properly commenced only in a federal
        or
        state court of competent jurisdiction in Sarasota County, Florida. The
        prevailing party in any such action shall be entitled to recover, in addition
        to
        any relief or award ordered by the court, a reasonable attorney fee and all
        costs of court.

      


      21.
        Assignment.
        This
        Agreement shall not be assignable by any party to this Agreement, except
        upon
        the written consent of all parties hereto. The President shall not have the
        right to pledge, encumber, or dispose of the right to receive any payments
        under
        this Agreements, which payments and the right thereto are expressly declared
        to
        be non-assignable and nontransferable and, in the event of any attempted
        assignment or transfer, the Employer shall have not further liability
        hereunder.

      


      22.
        Counterparts.
        This
        Agreement may be executed in two counterparts, each of which shall be deemed
        an
        original but both of which together shall constitute one and the same
        agreement.

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the
        parties hereto have executed this Agreement under seal the day and year first
        above written.

      


      Imagitrend,
        Inc.               
        President

      


      


      


      ___/s/
        Russell F. Haraburda_____________  
  __/s/
        Russell F. Haraburda__________________

            
Russell
        F. Haraburda

      By:
        _Russell
        F. Haraburda, President_____ 

      Name
        & Title

      


      
        
          
          

        

        
          6