EXHIBIT
10.1

     

    EMPLOYMENT
AGREEMENT

     

    EMPLOYMENT
AGREEMENT dated as of August 1, 2009 (this “Agreement”), by and between MARANI
BRANDS, INC., a Nevada corporation (the “Company”), and MARGRIT EYRAUD (the
“Executive”).

     

    WHEREAS,
the Company desires to hire the Executive as the President and Chief Executive
Officer of the Company and as the Chairman of the Board of Directors of the
Company; and

     

    WHEREAS
the Executive desires to be employed by the Company, as the Chairman, President
and Chief Executive Officer of the Company of, on the terms, provisions and
conditions set forth herein.

     

    NOW,
THEREFORE, in consideration of these premises and the mutual covenants contained
herein, and other good and valuable consideration, the receipt and legal
adequacy of which are hereby acknowledged by the parties, the Company and the
Executive hereby agree as follows:

     

    1.         Employment.  (a)  The
Company hereby employs the Executive, and the Executive agrees to serve the
Company during the Employment Term (as hereinafter defined), as the Chairman,
President and Chief Executive Officer of the Company.  As the
Chairman, President and Chief Executive Officer of the Company, the Executive
will have such duties and responsibilities as are normally associated with these
positions and as are specified in the By-laws of the Company, and such other
duties and responsibilities as are assigned to the Executive by the Board of
Directors of the Company that are of a nature generally performed by a chief
executive officer.  Without limiting the foregoing, the Company may
request the Executive to serve as an officer of its Subsidiaries, and if so
requested, the Executive agrees to serve as an officer of such
Subsidiaries.  The Executive shall be responsible for the strategic
decisions of the Company, overseeing operations, managing the Company’s legal
and regulatory compliance and all merger and acquisition
initiatives.

     

    (b)           The
Executive shall devote the Executive’s best efforts and substantially all of the
Executive’s business time to the performance of the Executive’s duties and
responsibilities to the Company in accordance with this Agreement and shall
perform such duties and responsibilities, faithfully, diligently and
competently.  The Executive shall report directly and exclusively to
the Board of Directors of the Company.  All other senior executives of
the Company shall report directly to the Executive.  The Executive
shall at all times during the Employment Term be a director of the
Company.  The Executive’s employment services shall be performed at
the Company’s principal offices, which during the Employment Term shall be
maintained in the Los Angeles, California metropolitan area (or other such
location, as the Executive and the Company may agree upon), subject to travel
reasonably and customarily required by the Company in connection with the
Executive’s duties and responsibilities to the Company.

     

    (c)           Notwithstanding
the foregoing, during the Employment Term, the Executive shall be entitled to
devote a portion of the Executive’s business time to the Executive’s personal
investments and to charitable, social and community activities; provided that doing
so does not materially interfere with the performance of the Executive’s duties
to the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.         Employment
Term.  The period of the Executive’s employment pursuant to
this Agreement shall commence on the date hereof and shall terminate, subject to
earlier termination as expressly provided for herein, four (4) years after the
date hereof on July 31, 2013, (the “Employment Term”).

     

    3.         Compensation.                                   (a)           In
consideration of the performance by the Executive of the Executive’s duties and
obligations hereunder, the Executive shall be entitled to receive the following
compensation: an annual salary of $180,000 (the “Salary”), for the initial
annual period of the Employment Term (the “Salary”).  The Salary shall
be payable in accordance with the Company’s regular payroll practices, as in
effect from time to time, but no less frequently than bi-monthly.  On
each anniversary date of the Employment Term, commencing on August 1, 2010, the
Salary payable to the Executive pursuant to this Section 3(a) shall be increased
by an amount, if any, equal to the percentage increase in the consumer price
index (the “CPI”) for Los Angeles, California for the twelve (12) month period
ending on the preceding December 31, as published by the United States Bureau of
Labor Statistics (the “Bureau”), or any successor entity to the Bureau
multiplied then by the current Salary pursuant to this Section 3(a); provided that if the
Bureau no longer publishes the CPI, a comparable index reasonably acceptable to
the Company and the Executive shall be substituted therefor.

     

    (b)           Promptly
following the execution and delivery of this Agreement, the Board of Directors
shall consider and propose to the Executive a bonus compensation arrangement
which will provide for an incentive bonus (the “Incentive Bonus”) payable to the
Executive based upon the attainment by the Company of mutually agreeable
criteria.

     

    (c)           The
Company hereby grants to the Executive options (the “Options”) to purchase
3,000,000 shares of the Company’s common stock at an exercise price equal to the
price per share of the Company’s common stock on the date of this
Agreement.  The Options shall vest (and become exercisable) as to
twenty-five percent (25%) of the underlying shares of common stock on the first
anniversary date of the Option grant and ratably each quarter thereafter during
the next three (3) years of the Employment Term.  The Options shall
become fully vested and exercisable upon the Company’s termination of the
Executive’s employment hereunder Without Cause (as hereinafter defined) or the
termination of such employment by the Executive For Good Reason (as hereinafter
defined) or upon the Company’s termination of the Executive’s employment
hereunder due to death or Disability (as hereinafter defined).  The
Options shall have a term of ten (10) years and may be exercised to the extent
vested, (i) by the Executive at any time during such ten (10) year period, if
the Executive’s employment is terminated Without Cause or For Good Reason or due
to Disability or if the Employment Term expires and the Executive does not
continue to be employed by the Company, (ii) by the Executive’s personal
representative within one (1) year following the date of the Executive’s death,
if the Executive’s employment with the Company is terminated due to the
Executive’s death, and (iii) by the Executive, if the Executive’s employment
terminates for any other reason (other than the expiration of the Employment
Term) by the Executive, within ninety (90) days following the Executive’s
termination of employment.  The Options shall be granted pursuant to a
stock option plan to be adopted by the Board of Directors of the Company and
approved by the shareholders (the “Plan”) and shall by subject to such other
terms as provided in the Plan (it being understood that the Plan will have
customary provisions permitting the Company to cash-out stock options in
connection with a sale of substantially all of the Company’s assets, a merger, a
recapitalization or a similar transaction).  If there is any
inconsistency or conflict between the terms and provisions of the Plan and this
Agreement, the terms and provisions of this Agreement shall govern and
control.

     

    
      
         

      

      
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    4.         Fringe Benefits;
Expenses.  During the
Employment Term:

     

    (a)           The
Executive shall be entitled to receive all health, medical, insurance, and
pension benefits provided by the Company to any of its senior executives and to
all other fringe benefits and benefit plans provided by the Company to its
executives as a group.

     

    (b)           The
Company shall reimburse the Executive for all reasonable and necessary expenses
(including, without limitation, entertainment expenses and automobile expenses)
incurred by the Executive in connection with the performance of the Executive’s
duties to the Company  (it is being agreed that business-class airfare
travel is a reasonable expense for transcontinental and intercontinental
travel), upon submission of receipts and/or vouchers by the Executive in
accordance with the Company’s policies and procedures.

     

    (c)           The
Company shall pay for the lease of an automobile to be used for business
purposes; provided that the
costs of the lease do not exceed $650 per month.  The Company shall
also pay for the insurance and other operating expenses associated with the
business use of such automobile.

     

    (d)           The
Executive shall be entitled to four (4) weeks of vacation time annually which
shall be taken at times selected by the Executive which are consistent with the
proper performance of the Executive’s duties and responsibilities to the
Company.  The Executive may accrue an unlimited amount of earned but
unused vacation time in accordance with applicable law.

     

    (e)           The
Company shall pay the costs and expenses of maintaining the computer equipment
and facsimile machines used by the Executive at the Executive’s home office, and
the Executive’s use of a cell phone.  Upon the termination of the
Executive’s employment with the Company hereunder for any reason whatsoever,
other than for Cause or the expiration of the Employment Term, the Executive
shall have the right to purchase the computer equipment and facsimile machine
used in the Executive’s home office by paying the Company an amount equal to the
amount at which such computer equipment and facsimile machine are then carried
on the books and records of the Company.  Upon termination of the
Executive’s employment for any reason whatsoever, the Executive shall be
entitled to remove all of the Executive’s personal effects from the Company’s
premises.

     

    5.         Inventions.  Any
Inventions (as defined below) originated or conceived by the Executive, with the
use or assistance of the facilities, materials or personnel of the Company or
any Affiliate (as defined below) of the Company, either solely or jointly with
others, during the Employment Term shall be the property of the
Company.  The  Executive hereby irrevocably assigns and
transfers to the Company and agrees to transfer and assign to the Company all of
the  Executive’s right, title and interest in and to all Inventions,
and to applications for patents and patents granted upon such Inventions and to
all copyrightable material related thereto developed by the Executive or under
the Executive’s supervision.  The Executive agrees, upon the written
request of the Company and at the Company’s sole cost and expense, to do such
acts, to execute such documents and instruments, to participate in such
proceedings and to take such actions as from time to time may be necessary,
required or useful, in the Company’s reasonable opinion, to apply for, secure,
maintain, reissue, extend or defend the worldwide rights of the Company in the
Inventions.

     

    
      
         

      

      
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    6.         Disability or
Death.   (a)  If, as a result of physical or
mental disability (any such disability to be determined by a competent physician
mutually acceptable to the Company and the Executive), the Executive shall have
failed or been unable to perform the Executive’s duties hereunder for a period
of one hundred eighty (180) consecutive calendar days (“Disability”), the
Company may, by written notice to the Executive, terminate the Executive’s
employment under this Agreement prior to the end of the Employment Term,
effective as of the date of the notice.  If the Executive’s employment
is terminated due to Disability pursuant to this Section 6(a), the Company shall
pay to the Executive (in equal installments every two (2) weeks), (i) for the
succeeding twelve (12) month period, an amount equal to eighty percent (80%) of
the Executive’s Salary at the date of termination and (ii) for the twenty four
(24) month period commencing on the date of the last payment required to be made
pursuant to clause (i), an amount equal to fifty percent (50%) of the
Executive’s Salary at the date of termination (all regardless of any payments
that the Executive may be entitled to receive under any disability insurance
policy maintained by the Company or otherwise).  In addition, the
Company shall maintain and pay for the Executive’s then existing health, life
insurance and other benefits during the time period that any payments are being
made pursuant to this Section 4(a) hereof.

     

    (b)           The
period of the Executive’s employment under this Agreement shall automatically
terminate upon the Executive’s death.  In the event of the Executive’s
death, the Company shall pay to the beneficiary designated in writing to the
Company by the Executive (or if the Executive fails to designate a beneficiary,
to the Executive’s estate), an amount at an annual rate equal to the Executive’s
Salary in effect on the date of the Executive’s death for a period of eighteen
(18) months from the date of the Executive’s death, payable in equal monthly
installments on the first day of the month next succeeding the date of death and
the first day of each month thereafter.

     

    (c)           In
addition, if the Executive’s employment with the Company is terminated pursuant
to Section 6(a) or 6(b), the Company shall pay the Executive a pro-rata portion
of the Incentive Bonus for the year in which such termination occurred, based
upon the number of days during such year that the Executive was
employed.

     

    7.         Termination.  (a)
The Company shall have the right to terminate the Executive’s employment with
the Company hereunder (i) for Cause (as hereinafter defined) or (ii) Without
Cause (as hereinafter defined).

     

    (b)           For
purposes hereof, the term “Cause” shall mean conduct on the part of
the  Executive which constitutes:  (i) misconduct by the
Executive or gross negligence which is or likely to be materially injurious to
the Company; (ii) misappropriation of the Company’s assets on the usurpation of
a business opportunity of the Company; (iii) breach of any fiduciary duty (as
determined by a final judgment of a court of competent jurisdiction from which
no appeal may be taken); (iv) a material violation by the Executive of any of
the written policies of the Company or any provision of any “code of ethics,” as
from time to time in effect;  (v) the Executive engaging in an act of
unlawful employment discrimination, including, but not limited to, sexual,
racial, religious, or other forms of harassment; (vi) conduct on the part of
the  Executive which the Company in good faith determines has
reflected so seriously on the Company’s public reputation as to materially
prejudice the Company or its business; (vii) the conviction of, or plea or
guilty or nolo
contendere to a
criminal violation which constitutes a felony; or (viii) a breach of any
material obligation of the Executive hereunder which is not cured within thirty
(30) days after written notice of such breach from the Company.  Any attempt to terminate the
Executive’s employment for Cause shall require that prior to any the
effectiveness of any such termination for Cause, on not less that ten (10) days
prior to such termination, the Executive shall be given a hearing before the
entire Board of Directors of the Company (at which an attorney representing the
Executive may, in the Executive’s discretion, attend and be heard on behalf of
the Executive) to review and give the Executive and opportunity to refute the
grounds for termination.

     

    
      
         

      

      
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    (c)         If
the employment of the Executive hereunder is terminated for Cause, the Company
shall not be obligated to make any further payments to the Executive hereunder
(other than for accrued and unpaid Salary and for accrued vacation and the
reimbursement of expenses incurred in accordance with Section 4(b) hereof, in
each case through the date of termination), or to continue to provide any
benefit to the Executive under this Agreement (other than benefits which have
accrued pursuant to any plan or applicable law through the date of
termination).

     

    (d)           If
the employment of the Executive is terminated Without Cause or for Good Reason,
(i) the Company shall pay to the Executive the Salary and the Incentive Bonus,
for the remainder of the current Employment Term, all regardless of the amount
of compensation of the Executive may earn or be able to earn with respect to any
other employment that the Executive may obtain or be able to obtain (i.e., the
Executive shall have no duty to mitigate and the Company shall have no right to
offset), (ii) all of the Executive’s Options to purchase stock shall become
fully vested and immediately exercisable, (iii) the Company shall reimburse the
Executive for all expenses the Executive incurred in accordance with Section
4(b) hereof, (iv) during the period in which the Executive is receiving payments
pursuant to clause (i) of this Section 7(d), the Company shall maintain and pay
for the Executive’s then existing health insurance, life insurance and other
benefits; provided, however, that the
Company’s obligations under this clause (iv) shall terminate to the extent that
the Executive is offered and receives comparable health or life insurance
coverage (both as to the cost and benefits provided when compared to the
policies and benefits in effect prior to termination), as reasonably and in good
faith determined by the Executive and (v) the Company shall pay to the Executive
all accrued and unpaid Salary through the date of termination.  The
Executive shall have approval rights over any press release issued by the
Company in connection with a termination of the Executive’s employment Without
Cause.

     

    (e)           For
purposes hereof, “Without Cause” shall mean a termination of the Executive’s
employment hereunder by the Company for any reason whatsoever, other than (i)
for Cause pursuant to Section 7(a) hereof, (ii) upon death or Disability
pursuant to Section 6 hereof, (iii) by virtue of expiration of the Employment
Term under this Agreement, or (iv) a voluntary termination of employment by the
Executive in the absence of Good Reason.  A termination of the
Executive’s employment hereunder for Good Reason shall have the same
consequences as a termination of the Executive’s employment by the Company
Without Cause.

     

    (f)           The
Executive shall have the right to terminate the Executive’s employment with the
Company under this Agreement prior to the end of the Employment Term upon prior
written notice to the Company, specifying the reason for termination and the
following occurrence of any of the following events (each of which should
constitute “Good Reason”):  (i) the Executive is not elected to the
Board of Directors of the Company or is removed from the Board of Directors of
the Company; (ii) the Company materially reduces the Executive’s duties and
responsibilities hereunder or removes the title Chief Executive Officer from the
Executive’s position; or (iii) the Company fails to perform or observe or
breaches any of its material obligations to the Executive under this
Agreement.  Notwithstanding the forgoing, the Executive shall not be
entitled to terminate the Executive’s employment with the Company pursuant to
this Section 7(f) unless the Executive has notified the Company of the
Executive’s intent to so terminate within thirty (30) days after the Executive
has actual knowledge of the event giving rise to the notice and the Company
fails to cure the condition specified in the Executive’s notice to the Company
within thirty (30) days after such notice is furnished to the Company; provided, however, that the
Company shall not have an opportunity to cure any fact or circumstance arising
during any twelve (12) month period that gives the Executive a right to
terminate her employment pursuant to this Section 7(f) if substantially the same
fact or circumstance has previously occurred during such twelve (12) month
period and the Executive has previously given the Company notice of the
Executive’s intent to terminate the Executive’s employment because of the
occurrence of such fact or circumstance.  If the Executive terminates
the Executive’s employment pursuant to the Section 7(f), such termination shall
have the same effect and affording to the Executive the same rights and benefits
as otherwise provided in this Agreement upon a termination of the Executive’s
employment by the Company Without Cause.

     

    
      
         

      

      
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    (g)           Notwithstanding
anything set forth herein, any vote by the Company’s Board of Directors to
terminate the Executive’s employment for Cause or Without Cause shall require a
vote of a majority of the members of the Board of Directors and the unanimous
vote of all of the then independent members of the Board of
Directors.

     

    8.         Restrictive Covenants
Applicable to the Executive.

     

    8.1         Certain Acknowledgments by
the Executive.

     

    (a)           The
Executive acknowledges and agrees that the Executive’s position with the Company
places the Executive in a position of confidence and trust with the Company and
its Subsidiaries and Affiliates and with those Persons with whom the Company and
its Subsidiaries and Affiliates do business, including, without limitation,
clients, customers, vendors, licensors, licensees and employees.  The
Executive acknowledges and agrees that the business of the Company is carried on
throughout the United States of America and throughout the world, and that it is
the intention of the Company to continue to expand the geographic area in which
the business is conducted and marketed and, accordingly, it is reasonable that
the restrictive covenants set forth in this Section 8 are not limited by
specific geographic area.  In addition, the Executive acknowledges and
agrees that in the course of rendering services to the Company, the Executive
will acquire access to, and become acquainted with the Confidential and
Proprietary Information (as hereinafter defined) of the Company and its
Subsidiaries and Affiliates that is non-public, confidential or proprietary in
nature, and that it is within the legitimate interests of the Company to protect
all Confidential and Proprietary Information.  The Executive
acknowledges that the Company will be irreparably damaged if the Executive were
to violate the provisions of this Section 8, and that the provisions of this
Section 8 are fair and reasonable and necessary to adequately protect the
Company.

     

    (b)           The  Executive
hereby covenants and agrees that, during the Employment Term and thereafter,
unless otherwise authorized by the Company in writing, the Executive shall not,
directly and indirectly, under any circumstance:  (i) disclose to any
other Person (other than as may be required in connection with the Executive’s
employment with the Company) any Confidential and Proprietary Information; (ii)
act or fail to act so as to impair the confidential or proprietary nature of any
Confidential and Proprietary Information; (iii) use any Confidential and
Proprietary Information other than for the sole and exclusive benefit of the
Company; or (iv) offer or agree to, or cause or assist in the inception of
continuation of, any such disclosure, impairment or use of any Confidential and
Proprietary Information.  Promptly following the termination of
the  Executive’s employment with the Company for any reason
whatsoever, the  Executive shall return to the Company all documents,
records and other items and materials that contain any Confidential and
Proprietary Information (regardless of the medium in which maintained or
stored), without retaining any copies, notes or excerpts thereof.

     

    
      
         

      

      
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    (c)            For
purposes hereof, the term “Confidential and Proprietary Information” shall mean
any and all (i) confidential or proprietary information or material not
generally in the public domain about or relating to the business, operations,
assets, prospects or financial condition of the Company or any Subsidiary or
Affiliate of the Company or any of the Company’s or any such Subsidiary’s or
Affiliate’s trade secrets including, without limitation, research and
development plans or projects; data and reports; computer materials such as
programs, instructions and printouts; formulas; product testing information;
business improvements; processes, marketing and selling strategies; strategic
business plans (whether or not pursued); budgets; unpublished financial
statements; licenses, pricing, pricing strategy and cost data; information
regarding the skills and compensation of employees; the identities of customers
and potential customers; the identities of contact Persons at customers and
potential customers; the particular preferences, likes dislikes and needs of
customers and contact Persons at customers and potential customers with respect
to products, pricing, timing, sales, terms, service plans, methods, practices,
strategies, forecasts, know-how and other marketing techniques; the identities
of key accounts and potential key accounts; the identities of suppliers,
vendors, distributors and contractors; and all information about those supplier,
vendor, distributor and contractor relationships such as contact Persons,
pricing and other terms, in each case with respect to the Company or any
Subsidiary or Affiliate of the Company or (ii) information, documentation or
material not generally in the public domain by virtue of any action by or on the
part of the  Executive, the knowledge of which gives or is likely to
give the Company or any Affiliate of the Company a material competitive
advantage over any Person not possessing such information.  The
Executive also acknowledges and agrees that all Confidential Information is also
entitled to all of the protections and benefits available to the Beneficiaries
under applicable law, including, without limitation, laws relating to trade
secrets.

     

    8.2         Covenant
Modification.  The  Executive acknowledges and agrees
that the provisions of this Section 8, hereof, and the period of time,
geographic area and scope and type of restrictions on the Executive’s activities
set forth in this Section 8, are reasonable and necessary for the protection of
the Beneficiaries (as hereinafter defined).  If any provision
contained in this Section 8 shall be determined by a court of competent
jurisdiction to be invalid or unenforceable by reason of its extending for too
great a period of time or over too great a geographical area or by reason of its
being too extensive in any other respect, (x) such provision shall be
interpreted to extend over the maximum period of time for which it may be
enforceable and/or over the maximum geographical area as to which it may be
enforceable and/or to the maximum extent in all other respects as to which it
may be enforceable, all is determined by such court making such determination,
and (y) in its reduced form, such provision shall then be enforceable, but such
reduced form of provision shall only apply with respect to the operation of such
provision in the particular jurisdiction in or for which such adjudication is
made.  It is the intention of the parties that all of the provisions
of this Section 8 shall be enforceable to the maximum extent permitted by
applicable law.

     

    8.3         No
Solicitation.  During the Employment Term and for one (1) year
thereafter (the “Restriction Period”), the Executive shall not, directly or
indirectly, solicit, entice, persuade induce or cause any employee, officer,
manager, director, consultant, agent or independent contractor of any of the
Beneficiaries to terminate such employment, consultancy or other such engagement
and become employed by or engaged with any other Person or entity, or approach
any such employee, officer, manager, director, consultant, agent or independent
contractor for any of the foregoing purposes, or authorize or assist in the
taking of any such action by any Person or entity or hire, or retain or engage
any such employee, officer, director, consultant, agent or independent
contractor.

     

    
      
         

      

      
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    8.4         Non-Competition.  Except
with respect to any Beneficiary, during the Restriction Period,
the  Executive shall not, alone or in association with any other
Person, directly or indirectly, (i) engage, directly or indirectly, in any
Competing Business (ii) acquire, or own in any manner, any interest in any
Person that engages in any Competing Business, or (iii) be interested in
(whether as an owner, director, officer, partner, member, lender, shareholder,
vendor, consultant, employee, advisor, agent, independent contractor or
otherwise), or otherwise participate in the management or operation of, any
Person that engages in a Competing Business.  The foregoing
restriction of this Section 8.4 shall not prohibit the Executive from acquiring
or holding not more than five percent (5%) percent of any class of equity
securities of a corporation or other entity whose shares are listed or admitted
to trade on a national securities exchange or are quoted on NASDAQ (or a similar
market or quotation system if NASDAQ is no longer providing such information),
or any passive investment of less than five percent (5%) of a private
company.  The restrictions of Sections 8.3 and 8.4 hereof shall apply
after the end of the Employment Term in the case of a termination Without Cause
or For Good Reason, only to the extent the Company continues to timely make all
payments and provides the benefits to the Executive to be paid and provided by
the Company in accordance with this Agreement during such one (1) year
period.

     

    8.5         Remedies for
Breach.  The  Executive acknowledges and agrees that
any breach or threatened breach of the covenants or other provisions contained
in Sections 8.1 through 8.3 hereof, will cause the Company material and
irreparable damage, the exact amount of which will be difficult to ascertain,
and that the remedies at law for any such breach will be
inadequate.  Accordingly, the Company shall, in addition to all other
available rights and remedies (including, but not limited to, seeking such
damages as either of them can show it has sustained by reason of such breach and
recovery of costs and expenses including, but not limited to, attorneys’ fees
and expenses), be entitled to specific performance and injunctive relief
(including, without limitation, a temporary and/or permanent restraining order
and/or a permanent injunction) in respect of any breach or threatened breach of
any of such covenants or provisions, without being required to post a bond or
other security and without having to prove the inadequacy of the available
remedies at law.

     

    9.         Indemnification,
etc.  The Company agrees to indemnify the Executive and hold
the  Executive harmless to the fullest extent permitted by applicable
law, from and against any liabilities, damages, costs, losses or expenses
(including, without limitation, reasonable attorneys’ fees and expenses)
incurred in connection with any claim, investigation, action, suit or other
proceeding with respect to or arising out of the Executive serving as an officer
or director of the Company or any of its Subsidiaries or Affiliates during the
Employment Term.  In that regard, the Company shall concurrently
herewith enter into an indemnification agreement with the Executive
substantially in the form of Exhibit A attached hereto (the “Indemnification
Agreement”).  Without limiting the foregoing, during the Employment
Term, and for a period of six (6) years thereafter (unless the Executive’s
employment is terminated for Cause), the Company will maintain in full force and
effect and pay the premium on directors and officers liability insurance
providing coverage of not less than $5,000,000 and which covers the period of
time that the Executive was an officer and director of the Company.

     

    
      
         

      

      
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    10.         Entire Agreement;
Amendment.  This Agreement (together with the Plan and the
Indemnification Agreement) contains the entire understanding and agreement of
the parties relating to the subject matter hereof and it supersedes all prior
and/or contemporaneous understandings and agreements of any kind and nature
(whether written or oral) between the parties with respect to such subject
matter, all of which are merged herein.  This Agreement may not be
modified, amended, altered or supplemented, except by a written agreement
executed by each of the Company and the Executive.

     

    11.         Waiver.  Any
waiver by a party of any breach of or failure to comply with any provision or
condition of this Agreement by the other party shall not be construed as, or
constitute, a continuing waiver of such provision or condition, or a waiver of
any other breach of, or failure to comply with, any other provision or condition
of this Agreement.  Any such waiver shall be limited to the specific
matter and instance for which it is given.  No waiver of any such
breach or failure of any provision or condition of this Agreement shall be
effective unless in a written instrument signed by the party granting the
waiver.  No failure or delay by either party to enforce or exercise
its rights hereunder shall be deemed a waiver thereof, nor shall any single or
partial exercise of any such right or any abandonment or discontinuance of steps
to enforce such rights, preclude any other or further exercise thereof, at any
time whatsoever, or the exercise of any other right.

     

    12.         Notices.  All
notices, demands, consents, requests, instructions and other communications to
be given or delivered or permitted under or by reason of the provisions of this
Agreement or in connection with the transactions contemplated hereby shall be in
writing and shall be deemed to be delivered and received by the intended
recipient as follows:  (a) if personally delivered, on the
business day of such delivery (as evidenced by the receipt of the personal
delivery service); (b) if mailed certified or registered mail return
receipt requested (with all postage costs prepaid), four (4) business days after
being mailed; (c) if delivered by an overnight courier service of
recognized standing (with all charges having been prepaid), on the business day
of such delivery (as evidenced by the receipt of the overnight courier service);
or (d) if delivered by facsimile transmission, on the business day of such
transmission if sent by 5:00 p.m. in the time zone of the recipient, or if sent
after that time, on the next succeeding business day (in each case as evidenced
by the printed confirmation of delivery generated by the sending party’s
telecopier machine).  If any notice, demand, consent, request,
instruction or other communication cannot be delivered because of a change of
address of which no notice was given (in accordance with this Section 12), or
the refusal to accept same, the notice, demand, consent, request, instruction or
other communication shall be deemed received on the second business day the
notice is sent (as evidenced by a sworn affidavit of the sender).  All
such notices, demands, consents, requests, instructions and other communications
will be sent to the following addresses or facsimile numbers as
applicable:

     

    If to the
Company:

     

    13152
Raymer Street

    Suite
1A

    North
Hollywood, CA 91605

    Facsimile
No.:  818-503-4478

    


    If to the
Executive:

     

    3748
Encinal Avenue

    La
Crescenta, CA 91214

     

    
      
         

      

      
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    or to
such other address as any party may specify by notice given to the other party
in accordance with this Section 12.

     

    13.         Governing Law;
Arbitration.  (a) This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of California
applicable to agreements made and to be performed in that State, without regard
to any of its conflicts of laws principles or other laws which would result in
the application of the laws of another jurisdiction.

     

    (b) Any
dispute or claim under this Agreement (including, without limitation, any action
to enforce this Agreement) shall be exclusively determined by binding
arbitration conducted in accordance with the rules and procedures of this
American Arbitration Association (the “AAA”).  The arbitration shall
take place in Los Angeles, California, and shall be before a single arbitrator
mutually acceptable to the Company and the Executive, or if the Company and the
Executive are unable to agree upon one (1) arbitrator, the Company and the
Executive shall each appoint one (1) arbitrator and the two (2) arbitrators
shall each appoint a third arbitrator, which three arbitrators shall then
arbitrate the claim or dispute.  The determination of the arbitrator
or arbitrators (which shall be in writing), as the case may be, shall be
conclusive and biding on the parties and not subject to judicial
review.  If there are three (3) arbitrators, the determination of a
majority of the arbitrators shall be controlling.  The arbitrator or
the arbitrators, as the case may be, shall entitled to award that the costs and
expenses (including, without limitation, attorney’s fees and expenses) incurred
by the prevailing party in the arbitration be reimbursed by the other
party.  The determination of the arbitrator or arbitrators, as the
case may be, shall be entitled to be enforced in any court of competent
jurisdiction.

    


    14.         Severability.  Should
any provision of this Agreement be held to be invalid, illegal or unenforceable
in any jurisdiction by a court of competent jurisdiction, that holding shall be
effective only to the extent of such invalidity, illegally or unenforceability
without invalidating or rendering illegal or unenforceable the remaining
provisions hereof, and any such invalidity, illegally or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.  It is the intent of the parties that this
Agreement be fully enforced to the fullest extent permitted by applicable
law.

     

    15.         Binding Effect;
Assignment.  This Agreement and the rights and obligations
hereunder may not be assigned by either party hereto, except with the prior
written consent of the other parties hereto.  This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors (including, without limitation, with respect to the
Company, successors by merger, share exchange, consolidation, recapitalization
or other similar transaction) and permitted assigns and, in the case of the
Executive, the estate and personal representatives of the
Executive.  Except as expressly permitted by this Section 15, nothing
herein is intended or shall be construed to confer upon or give to any Person,
any rights, privileges or remedies under or by reason of this
Agreement.

     

    16.         Drafting
History.  In resolving any dispute hereunder or construing any
provision in the Agreement, there shall be no presumption made or inference
drawn (a) because the attorneys for one of the parties drafted such
provision of this Agreement, (b) because of the drafting history of this
Agreement, or (c) because of the inclusion of a provision not contained in
a prior draft or the deletion of a provision contained in a prior
draft.  The parties acknowledge and agree that this Agreement was
negotiated and drafted with each party being represented by counsel of its
choice and with each party having an equal opportunity to participate in the
drafting of the provisions hereof and that this Agreement shall not be
interpreted or construed with any presumption against either party
hereto.

     

    
      
         

      

      
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    17.         Definitions.  In
addition to the other definitions provided for in this Agreement, the following
terms shall have the meanings ascribed to them in this Section 17:

     

    (a)           “Affiliate”
of any Person means any stockholder or Person or entity controlling, controlled
by under common control with such Person, or any director, officer or key
employee of such Person.  For purposes of this definition, “control,”
when used with respect to any Person, means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings that correspond to the
foregoing.

     

    (b)           “Beneficiary”
shall mean the Company and its Subsidiaries and Affiliates and the parent of any
of them.

     

    (c)           “Competing
Business” shall mean any business, enterprise or other Person that as one of its
principal businesses or activities acts as a distributor or wholesaler of
products that are in the same precise product category sold or distributed by
the Company or any Subsidiary of the Company during the period of time that the
Executive is employed by the Company; provided that wines
shall be excluded from this definition.

     

    (d)           “Inventions”
shall mean inventions, discoveries, concepts and ideas, whether patentable or
not, including, without limitation, processes, methods, formulae and techniques,
and improvements thereof or know-how related thereto, concerning any present or
prospective activities of the Company or any Subsidiary or Affiliate of the
Company, with which the  Executive becomes or has become, directly or
indirectly, involved as a result, in whole or in part of
the  Executive’s employment by the Company, or any Subsidiary or
Affiliate of the Company, or as a result of the  Executive’s
familiarity with, or exposure to, any Confidential Information, and to the
extent applicable, the foregoing shall constitute “work for hire” under all
applicable copyright, trademark or similar statutes, regulations and decisional
law.

     

    (e)           “Person”
shall mean, without limitation, any natural person, corporation, partnership,
limited liability company, joint stock company, joint venture association, trust
or other similar entity or firm.

     

    (f)           “Subsidiary”
shall mean any Person of which another Person owns more than fifty percent (50%)
of the voting capital stock or other equity interests of such Person or which
can appoint  a majority of the board of directors or other governing
body of such Person or otherwise can direct the policies of such Person, whether
by contract, or otherwise.

     

    18.         Headings.  The
section headings contained in this Agreement are inserted for reference purposes
only and shall not affect in any way the meaning, construction or interpretation
of this Agreement.  Any reference to the masculine, feminine, or
neuter gender shall be a reference to such other gender as is
appropriate.  References to the singular shall include the plural and
vice versa.

     

    19.         Counterparts.  This
Agreement may be executed in two (2) or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original, and all of which, when taken together, shall
constitute one and the same document.  This Agreement may be executed
by facsimile signature which shall constitute a legal and valid signature for
purposes hereof.  This Agreement shall become effective when one or
more counterparts, taken together, shall have been executed and delivered by all
of the parties.

     

    [Signature
Page to Follow]

     

    
      
         

      

      
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    IN
WITNESS WHEREOF, each of the Company and the Executive has executed this
Agreement as of the date first above written.

     

    
      
        
          
            
              
                
                  
                    	 	MARANI
      BRANDS, INC.	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	 	 
	 	 	Name:
      ARA ZARTARIAN	 
	 	 	Title:  Chief
      Executive Officer / President	 
	 	 	 	 
	 	 	 	 
	 	 	 
	 	      
                            MARGRIT
      EYRAUD

                          	 
	 	 	 	 


                  

                

              

            

          

        

      

    

     

    
      
         

      

      
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