nlef_ex1022.htm


    Exhibit
10.22

    


    EMPLOYMENT
AGREEMENT

    


    This
EMPLOYMENT AGREEMENT (“Agreement”) is made as of _May 11_, 2010, by and between
New Leaf Brands, Inc., a Nevada corporation (the “Company”), and David Tsiang,
(“Employee”).

    


    NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter
set forth, the parties hereto hereby agree as follows:

    


    1.             Employment; Term .
 The Company hereby employs Employee, and Employee hereby accepts
employment with the Company, in accordance with and subject to the terms and
conditions set forth herein.  The term of employment shall commence upon
the Closing and shall continue for a period of four (4) years (the “Term”),
unless earlier terminated in accordance with Section 5 hereof.

    


    2.            
Employment .
 

    


    (a) The
Company hereby agrees to employ Employee as Chief Financial Officer of the
Company for the Term.  Employee agrees to serve in such capacity and shall
have primary responsibility for the Company's financial, accounting, legal,
strategic development and operational functions,, including the responsibility
for recruiting and managing the management team and other employees of such
business, preparing and implementing the budget for such business, and such
other duties, responsibilities and authority, commensurate with such position as
shall be assigned to him by the Board of Directors (the “Board”) or the Chief
Executive Officer of the Company (the “CEO”) subject, in each case, to the
direction of the CEO and/or the Board, as applicable.

     

    (b) 
Employee shall devote Employee’s full business time and attention to Employee’s
duties on the Company’s behalf.  

    


    3.            
Compensation .
 

    


    (a) The
Company shall pay Employee a base salary of One Hundred Thirty Thousand Dollars
($130,000) per annum (the “Base Salary”), payable bi-weekly, in accordance with
the Company’s then existing payroll practices and subject to all legally
required or customary withholdings and other applicable taxes.  Executive
shall be entitled to an increase in Base Salary of four percent (4%) per annum
upon meeting performance standards reasonably established by the CEO or
otherwise based on performance as reasonably determined by the CEO.

    


    (b)
Employee shall be entitled to receive an annual bonus award (“Annual Bonus”)
based on the achievement of established goals as set forth by the CEO.
 Employee’s Annual Bonus shall be payable no later than 90 days after the
end of the Fiscal Year End, 12/31.

    


    (c) As
previously disclosed on Form 8k dated January 7th,
2010, the Company granted the  Employee from the Company’s
executive option pool, pursuant to the Company’s 2008 Stock Option Plan (the
“Plan”), options (the “Options”) to purchase 350,000 shares of Common Stock, par
value $0.001 per share, of the Company (the “Common Stock”) at an exercise price
equal to the Current Market Price (as hereinafter defined) on the date of grant
or $0.63.  The Options will vest as to 20% on the date of grant and as to
an additional 20% on each anniversary date of the date of grant.  The
Options will expire as to each vested portion if not exercised within five (5)
years after the date of vesting.  Subject to the foregoing, the terms and
provision of the Options shall be consistent with the Plan and all exhibits
thereto.

    


    
      
         


      

      
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    For
purposes of this Agreement, “Current Market Price” on any day of determination
means the closing price of a share of Common Stock on the over-the-counter
bulletin board as reported by the National Quotation Bureau Incorporated, or a
similar generally accepted reporting service, or if not so available, in such
manner as furnished by any Nasdaq member firm of the National Association of
Securities Dealers, Inc. selected from time to time by the Board for that
purpose, or if not so available, a price determined in good faith by the Board
as being equal to the fair market value thereof, as the case may
be.

    


    4.            
Benefits
..

    


    (a) The
Company agrees to reimburse Employee for all reasonable out-of-pocket business
expenses incurred by Employee in the normal course of business in connection
with the performance of Employee’s duties under this Agreement in accordance
with the Company’s policy as it may be amended from time to time.  The
Company shall make such reimbursements within a reasonable amount of time after
submission by Employee of vouchers, receipts, credit card bills or other
documentation in accordance with the Company’s then applicable policies and
procedures.  The Company shall provide Employee with a corporate credit
card solely for use in charging such business expenses as set forth
above.

    


    (b)
Employee shall be entitled to participate in any and all medical insurance,
group health care programs, disability insurance, pension and other benefit
plans which are made generally available by the Company to other similarly
situated senior level employees of the Company performing similar functions as
Employee.  The Company, in its sole discretion, may at any time amend or
terminate its benefit plans or programs; provided, however, that the Company
shall not do so except to the extent that such amendment or termination is in
good faith and applies generally to the employees of the Company.
 

    


    (c)
Employee shall be entitled to four (4) weeks paid vacation per annum, at a time
or times to be determined in consultation with the Chief Executive Officer of
the Company.  Vacation not taken or used shall be deferred or paid in cash
to the extent, if at all, consistent with the Company’s employment polices in
effect from time to time.

    


    (d)
Employee shall be entitled to such other benefits as are generally available to
other similarly situated senior level employees of the Company performing
similar functions as Employee.

    


    5.             Termination .
 Employee’s employment hereunder may be terminated under the following
circumstances:

    


    (a) Death .
 Employee’s employment hereunder shall terminate immediately upon
Employee’s death.

    


    (b) Disability .
 The Company may terminate Employee’s employment hereunder at any time
after Employee becomes “Disabled.”  For purposes of this Agreement,
Employee shall be “Disabled” upon the earlier of (i) the date Employee becomes
entitled to receive disability benefits under the Company’s long-term disability
plan or (ii) Employee’s inability to perform the essential functions of the
duties and responsibilities contemplated under this Agreement for a period of
more than ninety (90) consecutive days or for more than one hundred twenty (120)
days in any 270-day period due to physical or mental incapacity or impairment,
as determined in the reasonable judgment of a physician licensed in the State of
New York, selected by the Company.  Such termination shall become effective
five (5) business days after the Company gives written notice of such
termination to Employee or to his legal representative, in accordance with
Section 9 hereof.

    



    
      
         


      

      
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(c)  Termination by the Company
without Cause .  The Company may terminate Employee’s employment
hereunder without Cause (as hereinafter defined) at any time after providing
written notice to Employee. The Company agrees to pay one year of the Employees
Base Salary, Bonus, Benefits if the Employee is terminated without cause.
Moreover, all of the Employees Stock Options, including but not limited to the
three hundred fifty thousand (350,000) mentioned in this Agreement shall
automatically vest. The Company further agrees to register the vested stock with
the appropriate parties. The Employee may sell any or all of the Employees Stock
Options at the time or in the future at the sole discretion of the
Employee.

    


    (d) 
Termination by the Company
for Cause .  The Company may terminate Employee’s employment
hereunder for Cause at any time after providing written notice to Employee,
which notice shall provide in reasonable detail the reason(s) for such
termination.  For purposes of this Agreement, “Cause” shall mean any of the
following: (i) Employee’s willful or intentional failure or refusal to perform
or observe Employee’s significant duties, responsibilities or obligations set
forth in, or as contemplated under (by virtue of Employee’s office), this
Agreement where such failure or refusal shall not have ceased or been remedied
within thirty (30) days following written warning from the Company, provided
that such obligation to provide written warning and the related right to cure
shall not apply to (x) such matters as are not curable, or (y) repeated
violations of this clause (i); (ii) acts or omissions by Employee involving
Employee’s gross negligence related to the discharge of Employee’s duties; (iii)
any act or failure to act by Employee constituting fraud or involving a knowing,
willful or intentional misrepresentation, theft, embezzlement, dishonesty or
moral turpitude (collectively, “Fraud”); (iv) conviction of (or a plea of nolo contendere to) an
offense which is a felony in the jurisdiction involved or which is a misdemeanor
in the jurisdiction involved but which involves Fraud; (v) any willful or
intentional act or omission by Employee which is intended to or which materially
injures the reputation, business or business relationships of the Company, or
Employee’s reputation or business relationships; (vi) alcoholism, drug abuse or
other substance abuse having a material adverse effect on the performance of
Employee’s duties hereunder; or (vii) Employee’s willful or intentional failure
or refusal to comply with any reasonable and lawful request or direction of the
Company not contrary to the provisions of this Agreement, where such failure or
refusal shall not have ceased or been remedied within thirty (30) days following
written warning from the Company, provided that such obligation to provide
written warning and the related right to cure shall not apply to (x) such
matters as are not curable, or (y) repeated violations of this clause (vii).
 

    


    (e) 
Termination by Employee for
Good Reason .  Employee may terminate Employee’s employment
hereunder at any time for either of the following reasons (a termination for
“Good Reason”):  (i) the Company’s breach of any material provision of this
Agreement, which shall continue un-remedied for thirty (30) days after written
notice by Employee to the Company, (ii) if Employee is relieved by the Company
of primary responsibility for the operations of the  business conducted by
the Company, except (x) for Cause, or (y) if Employee is given other duties of
substantially the same responsibility and importance to the Company or (iii) if
Company is party to a “Change of Control”.

     

    " Change
of Control" of the Company means and includes each and all of the following
occurrences: (i) The stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity or its parent company) more than fifty percent (50%) of the
total voting power represented by the voting securities of the Company or such
surviving entity, or its parent company, outstanding immediately after such
merger or consolidation, or the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all the Company' s assets.

    


    
      
         


      

      
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    (ii) The
acquisition by any Person as Beneficial Owner, directly or indirectly, of
securities of the Company representing fifty percent (50%) or more of the total
voting power represented by the Company' s then outstanding voting
securities.

    


    Any other
provision of this Section 2 notwithstanding, the term Change in Control shall
not include either of the following events undertaken at the election of the
Company: (x) Any transaction, the sole purpose of which is to change the state
of the Company' s incorporation; or

     

    2 (y) A
transaction, the result of which is to sell all or substantially all of the
assets of the Company to another corporation (the " surviving corporation" );
provided that the surviving corporation is owned directly or indirectly by the
stockholders of the Company immediately following such transaction in
substantially the same proportions as their ownership of the Company' s Common
Stock immediately preceding such transaction; and provided, further, that the
surviving corporation expressly assumes this Agreement.

    


    (f) Other Termination by
Employee .  Employee may terminate Employee’s employment hereunder
at any time, other than for Good Reason, after providing thirty (30) days-prior
written notice to the Company.

    


    (g) Change in Chief Executive
Officer. Employee may terminate this Agreement if there is a change in
the Chief Executive Officer of the Company. In such case the Employee shall be
paid Base Salary, Bonus, Benefits, for a period of no less than one year or the
remainder of the contract whichever is greater. Moreover, all of the Employee
Stock Options, including but not limited to the three hundred fifty thousand
(350,000) mentioned in this Agreement shall automatically vest. The Company
further agrees to register the vested stock with the appropriate parties. The
Employee may sell any or all of the Employee Stock Options at that time or in
the future at the sole discretion of the Employee.

    


    6.           
Compensation Following
Termination Prior to the End of the Term .  In the event that
Employee’s employment hereunder is terminated prior to the end of the Term,
Employee shall be entitled only to the following compensation and benefits upon
such termination:

    


    (a) Termination by Reason of
Death or Disability .  In the event that Employee’s employment is
terminated by reason of Employee’s death or Disability, respectively, the
Company shall pay the following amounts to Employee (or Employee’s spouse or
estate, as applicable):

    


    (i) Any
accrued but unpaid Base Salary (as determined pursuant to Section 3(a) hereof)
for services rendered to the date of termination; provided, however, that in the
case of Death, shall pay Employee’s estate an amount equal to twelve (12) months
Base Salary.

    


    (ii) Any
accrued but unpaid expenses required to be reimbursed pursuant to Section 4(a)
hereof.

    


    (iii) A
pro rata share, based on the portion of the fiscal year in which Employee was
employed at the time of his death or Disability, of the Annual Bonus to which
Employee would have been entitled had Employee remained employed by the Company
through the end of the then current fiscal year (as determined pursuant to
Section 3(b) hereof).  Such amount shall be paid as soon as reasonably
practicable following the calculation thereof at the end of such fiscal
year.

     

    Except as
otherwise specifically provided herein, in the event Employee’s employment is
terminated pursuant to this Section 6(a), the benefits to which Employee may be
entitled upon such termination pursuant to the plans, programs and arrangements
referred to in Section 4(b) hereof shall be determined and paid in accordance
with the terms of such plans, programs and arrangements.

    


    
      
         


      

      
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    (b) Termination by the Company
for Cause or by Employee without Good Reason .  In the event that
Employee’s employment hereunder is terminated by the Company for Cause or by
Employee without Good Reason, the Company shall pay the following amounts to
Employee:

    


    (i) Any
accrued but unpaid Base Salary (as determined pursuant to Section 3(a) hereof)
for services rendered to the date of termination.

    


    (ii) Any
accrued but unpaid expenses required to be reimbursed pursuant to Section 4(a)
hereof.

    


    (c) Termination by the Company
Without Cause or by Employee for Good Reason .  In the event that
Employee’s employment hereunder is terminated by the Company without Cause or by
Employee for Good Reason, the Company shall pay the following amounts to
Employee:
 

    


    (i) In
such case the Employee shall be paid Base Salary, Bonus, Benefits, for a period
of no less than one year or the remainder of the contract whichever is greater.
Moreover, all of the Employee Stock Options, including but not limited to the
three hundred fifty thousand (350,000) mentioned in this Agreement shall
automatically vest. The Company further agrees to register the vested stock with
the appropriate parties. The Employee may sell any or all of the Employee Stock
Options at that time or in the future at the sole discretion of the
Employee.

    


    (d)
Notwithstanding the foregoing, the Company shall have no obligation to make any
further payments pursuant to Section 6(c)(iii) or 6(c)(iv) hereof in the event
that Employee breaches any of his obligations set forth in Section 7
hereof.

     

    General .
 

    


    In the
event that Employee’s employment is terminated for any reason, Employee shall
cease to be an employee of the Company for all purposes, and, except as may be
provided under this Agreement or under the terms of any incentive compensation,
employee benefit or fringe benefit plan applicable to Employee at the time of
Employee’s termination prior to the end of the Term, shall have no right to
receive any other compensation, employee benefits or perquisites, or to
participate in any other plan, arrangement or benefit, with respect to any
future period after such termination.  In the event that Employee’s
employment is terminated for any reason, the Company’s payment of salary and
other amounts specifically provided for in the applicable previous paragraph of
this Section 6 shall constitute complete satisfaction of all payment obligations
of the Company to Employee pursuant to this Agreement, and Employee’s rights set
out in this Section 6 shall constitute Employee’s sole and exclusive rights and
remedies as a result of any actual or constructive termination of his employment
hereunder.
 

    


    
      
         


      

      
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    7.         
 Non-Solicitation;
Non-Disclosure of Proprietary Information; Surrender of Records; Company
Property .  

    


    
      	
              (a)      

            	
              Non-Solicitation
      .  In further consideration of the payments made and to be made by
      the Company to Employee pursuant to this Agreement, Employee agrees that
      (A) during the Term  or (B) in the event Employee’s employment is
      terminated prior to the end of the Term, until one (1) year from the
      termination of this Agreement, Employee shall not, directly or indirectly,
      on his own behalf or on behalf of any Person, (A) advise or encourage any
      employee, agent, consultant, representative, customer, licensor, vendor or
      supplier of the Company to terminate his, her or its relationship with the
      Company, or (B) solicit or attempt to solicit or participate in the
      solicitation of or employ or otherwise engage any employee, agent,
      consultant or representative of the Company, or otherwise encourage any
      such person to become an employee, agent, representative or consultant of
      or to any other Person.

            


    

    


    
      	
              (b)      

            	
              Proprietary
      Information .  Employee acknowledges that during the course of
      Employee’s employment with the Company Employee will necessarily have
      access to and make use of proprietary information and confidential records
      of the Company.  Employee covenants that Employee shall not, during
      the Term or any time thereafter (irrespective of the circumstances under
      which Employee’s employment with the Company terminates), directly or
      indirectly, use for Employee’s own purpose or for the benefit of any
      person or entity other than the Company, nor otherwise disclose, any
      proprietary information of which Employee has knowledge to any person or
      entity, unless such disclosure has been authorized in writing by the
      Company or is otherwise required by law.  Employee acknowledges and
      understands that the term “proprietary information” includes, but is not
      limited to, patents, copyrights and trade secrets, including, without
      limitation: (i) the proprietary software products, programs, applications
      and processes utilized by or on behalf of the Company to the extent such
      information is unique to the Company or is not known to others outside the
      Company; (ii) the name and/or address of any customer, licensor or vendor
      of the Company, to the extent confidential, or any proprietary information
      concerning the transactions or relations of any customer of the Company
      with the Company or any of its principals, directors, employees or agents;
      (iii) any proprietary information concerning any product, technology or
      procedure employed by or on behalf of the Company but not generally known
      to its customers or competitors, or under development by or being tested
      by or on behalf of the Company but not at the time offered generally to
      customers; (iv) any information which is generally regarded and treated as
      confidential or proprietary in any line of business engaged in by or on
      behalf of the Company; (v) information belonging to customers or
      affiliates of the Company or any other individual or entity which the
      Company has agreed to hold in confidence (provided that Employee has
      knowledge of the Company’s duty to hold such third-party information in
      confidence); and (vi) all written, graphic or other material relating to
      or containing any of the foregoing.  The term “proprietary
      information” shall not include information generally available to or known
      by the public or in the industry, or information that is or becomes
      available to Employee on a non-confidential basis from a source other than
      the Company or the Company’s stockholders, principals, directors,
      officers, employees or agents (other than as a breach of any obligation of
      confidentiality).  

            


    

    


    
      
         


      

      
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              (c)      

            	
              Confidentiality and
      Surrender of Records .  Employee shall not, during the Term or
      any time thereafter (irrespective of the circumstances under which
      Employee’s employment with the Company terminates), except as required by
      law or as is necessary for the performance of Employee’s duties hereunder,
      directly or indirectly, publish, make known or in any fashion disclose any
      confidential records to, or permit any inspection or copying of
      confidential records by, any Person, and Employee shall not retain, and
      shall deliver promptly to the Company, any of the same following
      termination of Employee’s employment for any reason or upon request by the
      Company.  The term “confidential records” means all correspondence,
      memoranda, files, manuals, books, designs, sketches, lists, financial,
      operating or marketing records, magnetic tape, or electronic or other
      media or equipment for records of any kind which may be in Employee’s
      possession or under Employee’s control or accessible to Employee which may
      contain any proprietary information.  All confidential records shall
      be and remain the sole property of the Company during the Term and
      thereafter.  

            


    

    


    
      	
              (d)      

            	
              Disclosure Required by
      Law .  In the event Employee is required by law or court order
      to disclose any proprietary information or confidential records of the
      Company, Employee shall provide the Company with prompt written notice so
      that the Company may seek a protective order or other appropriate remedy,
      and if such protective order or other remedy is not obtained, Employee
      shall furnish only that portion of the proprietary information that is
      legally required as determined by counsel to the
  Company.

            


    

    


    
      	
              (e)      

            	
              No Other
      Obligations .  Employee represents and warrants to the Company
      that Employee is not precluded or limited in Employee’s ability to
      undertake or perform the duties described herein by any contract,
      agreement, or restrictive covenant.  Employee covenants that Employee
      shall not employ the trade secrets or proprietary information of any other
      Person in connection with Employee’s employment by the
      Company.

            


    

     

    
      	
              (f)      

            	
              Confidentiality of
      this Agreement .  Employee agrees to keep confidential the
      terms of this Agreement, to the extent public disclosure is not made by
      the Company as provided below.  This provision does not prohibit
      Employee from providing this information as required by law or to his
      attorneys, accountants or business advisors for purposes of obtaining
      legal, tax or business advice; provided ,
      however, that Employee shall be responsible for breaches of the
      confidentiality restrictions contained herein by such persons as if
      Employee had breached such restrictions.  The Company shall not
      disclose the terms of this Agreement except as necessary in the ordinary
      course of its business, as required by law or as required by any
      governmental or quasi-governmental entity or any self regulatory
      organization.

            


    

    


    
      
         


      

      
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              (g)      

            	
              Company
      Property .  All rights (if any) in reports, materials,
      inventions, processes, discoveries, improvements, modifications, know-how
      or trade secrets conceived, developed or otherwise made by Employee during
      the Term, alone or with others, and in any way relating to the present or
      future products or business of the Company (collectively, the
      “Developments”), shall be the sole property of the Company.  Employee
      agrees to, and hereby does, assign to the Company all of Employee’s right,
      title and interest in and to all Developments.  Employee agrees that
      all such Developments that are copyrightable shall constitute works made
      for hire under the copyright laws of the United States and Employee hereby
      assigns to the Company all copyrights and other proprietary rights
      Employee may have in
 any such
      Developments to the extent that they might not be considered works made
      for hire.  Employee shall make and maintain adequate and current
      written records of all Developments, and shall disclose all Developments
      fully and in writing to the Company promptly after development of the
      same, and at any time upon request.

            


    

    


    
      	
              (h)     

            	
              Enforcement .
       Employee acknowledges and agrees that, by virtue of Employee’s
      position, Employee’s services, and access to and use of proprietary
      information and confidential records, any violation by Employee of any of
      the undertakings contained in this Section 7 would cause the Company
      immediate, substantial and irreparable injury for which it has no adequate
      remedy at law.  Accordingly, Employee agrees that in the event of a
      breach by Employee of any said undertakings, the Company will be entitled
      to seek temporary and permanent injunctive relief in any court of
      competent jurisdiction (without the need to post any bond and without
      proving that damages would be inadequate).  Rights and remedies
      provided for in this Section 7 are cumulative and shall be in addition to
      rights and remedies otherwise available to the parties hereunder or under
      applicable law.

            


    

    


    8. No Third Party Rights
..  The parties do not intend the benefits of this Agreement to inure to any
person or entity not a party to this Agreement (other than to the spouse or
estate of Employee in the case of death or Disability of Employee, in which case
such spouse or estate shall be entitled to only those rights set forth in
Section 6(a) hereof).  Notwithstanding anything contained in this
Agreement, this Agreement shall not be construed as creating any right, claim or
cause of action against any party by any person or entity not a party to this
Agreement (other than the spouse or estate of Employee in the case of the death
or Disability of Employee, in which case such spouse or estate shall be entitled
to only those rights set forth in Section 6(a) hereof).

    


    
      
         


      

      
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    9. Notices .
 Unless otherwise provided herein, any notice required or permitted under
this Agreement shall be given in writing and shall be deemed to have been duly
given upon personal delivery to the party to be notified or three (3) days after
being mailed by United States certified or registered mail, postage prepaid,
return receipt requested or one (1) day after being sent by Federal Express or
other recognized overnight delivery to the following respective addresses, or at
such other address as each may specify by notice to the other:

    


    Notice to
the Company:

     

    New Leaf Brands, Inc.

    One
Dewolf Road

    Old
Tappan, NJ 07675

    Attention:
Eric Skaer, CEO

    Facsimile:
(201) 543-0297

    


    Notice to
Employee:

    


    c/o New
Leaf Brands, Inc.

    One
Dewolf Road

    Old
Tappan, NJ 07675

    Facsimile:
(201) 543-0297

    


    10. Assignability; Binding
Effect .  This Agreement is a personal contract calling for the
provision of unique services by Employee, and Employee’s obligations hereunder
may not be sold, transferred, assigned, pledged or hypothecated.  In the
event of any attempted assignment or transfer of obligations hereunder by
Employee contrary to the provisions hereof, the Company will have no further
liability for payments hereunder.  The rights and obligations of the
Company hereunder will be binding upon and inure to the benefit of the
successors and assigns of the Company.

    


    11. Entire Agreement; Amendment;
Waiver .  This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and supersedes all
other prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof.  This Agreement shall
not be modified or amended except by a written instrument duly executed by each
of the parties hereto.  Any waiver of any term or provision of this
Agreement shall be in writing signed by the party charged with giving such
waiver.  Waiver by either party hereto of any breach hereunder by the other
party shall not operate as a waiver of any other breach, whether similar to or
different from the breach waived.  No delay on the part of the Company or
Employee in the exercise of any of their respective rights or remedies shall
operate as a waiver thereof, and no single or partial exercise by the Company or
Employee of any such right or remedy shall preclude other or further exercise
thereof.

    



    12. Severability.
 If any term or provision of this Agreement shall be held to be invalid or
unenforceable for any reason, such term or provision shall be ineffective to the
extent of such invalidity or unenforceability without invalidating the remaining
terms and provisions hereof, and this Agreement shall be construed as if such
invalid or unenforceable term or provision had not been contained
herein.

    


    13. 
Survivability .
 The provisions of this Agreement, which by their terms call for
performance subsequent to termination of Employee’s employment hereunder, or of
this Agreement, shall survive such termination.

    


    
      
         


      

      
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    14. Counterparts and Headings.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all which together shall constitute one
and the same instrument.  Facsimile signatures shall be given the same
legal effect as original signatures.  All headings are inserted for
convenience of reference only and shall not affect the meaning or interpretation
of this Agreement.

    


    15. Governing Law and Dispute
Resolution. This Agreement shall be construed in accordance with the
internal laws of the State of New York, without regard to principles of
conflicts of laws.  In the event of any dispute regarding the application
or interpretation of this Agreement or the transactions contemplated herein, the
parties shall first negotiate in good faith days in an effort to resolve such
dispute prior to implementing any other legal action or proceeding with respect
to such dispute.  

    


    16. Venue .
  Subject to Section 15, the parties hereby agree that all legal
actions, litigations, claims, demands, charges, complaints, investigations,
grievances, arbitrations, indictments, grand jury subpoenas or other legal or
administrative proceedings arising out of or in connection with this Agreement
shall, unless otherwise agreed, be litigated exclusively in, and the parties
hereto hereby agree and consent to be subject to the jurisdiction of, the United
States District Court for the Southern District of New York and in the absence
of such federal jurisdiction, then exclusively in, and  the parties consent
to be subject to the jurisdiction of, the courts of the State of New York in the
County of New York.  The parties hereto irrevocably waive the defense of an
inconvenient forum to the maintenance of any such legal action.  Each of
the parties hereto further irrevocably consents to the service of process out of
any of the aforementioned courts in any such legal action by the mailing of
copies thereof by registered airmail, postage prepaid, to such party at its
address set forth in this Agreement, such service of process to be effective
upon acknowledgment of receipt of such registered mail.  Nothing in this
Section 16 shall affect the right of any party hereto to serve legal process in
any other manner permitted by law.  The consents to jurisdiction set forth
in this Section 16 shall not constitute general consents to service of process
in the State of New York and shall have no effect for any purpose except as to
legal action between the parties hereto as provided in this Section 16.
 Each party agrees that any judgment obtained under the selected forum may
be enforced in any other applicable forum.
 

    
 

    [Signature
Page Follows]

    

      
        
           


        

        
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    IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and delivered as
of the day and year first above written.

    


    
      	 
      	 
      	 
      
	
                       

            	
              NEWLEAF
      BRANDS, INC.

            
	 
      	 
      	
                

            
	 
      	 
      	 
      
	 
      	
              By:  

            	
              /s/
      Eric Skae

            
	 
      	 
      	
              Name:
      Eric Skae

            
	 
      	 
      	
              Title:
      Chief Executive Officer

            


    

    


    
      	 
      	 
      	 
      
	
                       

            	
              EMPLOYEE

            
	 
      	 
      	
                

            
	 
      	 
      	 
      
	 
      	 
      	
              /s/
      David Tsiang

            
	 
      	 
      	
              Name:
      David Tsiang

            


    

    


    
 

    Signature
Page –Employment Agreement

    
 


    
      
         


      

      
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