fs12010ex10ii_dcbrands.htm


    
      Exhibit 10.2

       

      FMPLOYMENT AGREFMFNT

       

      THIS
EMPLOYMENT AGREEMENT made and approved by the employee and a majority of the
Board of DC Brands International, Inc. as well as a majority of disinterested
shareholders, effective as of the lst day of
October, 2004, between DC Brands International, Inc., a corporation duly created
and organized and existing under and by virtue of  the laws of the
state of Colorado and having its principal office at 12600 W. Colfax Ave Suite
B430 Lakewood, CO 80215 ("DC Brands International, Inc.") and Richard J. Pearce
residing at 4550 Cherry Creek South Drive Unit 1813 Denver, CO 80246
("Employee"). These addresses, unless otherwise amended in writing between the
parties, shall be the addresses utilized for any and all correspondence and/or
notifications between the parties as relates to this employment agreement. This
agreement supersedes and controls over all previous agreements between these
parties. 

       

      WITNESSETH:

       

      WHEREAS,
DC Brands International, Inc. is engaged in the Energy Drink Business, providing
both products and services to customers in the United States
and  Worldwide and has invested substantially in the development of
products, services, systems and other confidential property, information and
trade secrets, and inventions, discoveries, improvements or developments
(herein called "inventions"); and


       

      WHEREAS,
DC Brands International, Inc. enters into contracts with its customers and must
ensure that customer information remains confidential; and


       

      WHEREAS,
the Employee in the course of his employment has access to inventions,
techniques, services, and other confidential property, information, and trade
secrets of DC Brands International, Inc. and the customers of DC Brands
International Inc.;

       

      WHEREAS,
the Employee acknowledges that it is essential to the conduct of DC Brands
International, Inc.'s business and to the protection of the investment of its
shareholders that such information be kept confidential and treated as
secret:

       

      WHEREAS,
DC Brands International, Inc. desires to protect and preserve its trade secrets
and confidential business information; and

       

      WHEREAS,
the Employee desires to enter the employment of, or to maintain his employment
with DC Brands International, Inc.


       

      NOW,
THEREFORE, in consideration of the mutual promises set forth herein, DC Brands
International, Inc. and the Employee hereby agree:

       

      
        	
                1.

              	
                Employment - DC
      Brands International, Inc. hereby employs the Employee, and the Employee
      hereby accepts employment, upon the terms and conditions set forth in this
      Employment Agreement.

              


      

       

      
        
           


        

        
          1

          
            

          

        

        
           


        

      

       

      
        	
                2.  

              	
                Term and Effective
      Date - Subject to the provisions of termination as hereinafter
      provided, the term and effective date of this Employment Agreement shall
      be ten years and shall begin on October 1 2004 and shall terminate on
      October 1, 2014.

              


      

       

      
        	
                3.  

              	
                Recognition
      of preexisting Royalty Agreement - It is hereby acknowledged
      accepted and agreed by the Employee, DC Brands International as well as
      all parties signing this document that a preexisting royalty agreement
      between the Employee and the previous owners of DC Brands LLC exists and
      the terms of such are to he honored per the terms of that agreement
      submitted as a true and accurate copy of the agreement that has been
      affixed by staple to this agreement for everyone's review prior to signing
      and shall be referred to as Attachment (A). It is agreed by all parties
      that any and all terms of this royalty agreement arc valid and shall
      remain in effect with the following
exception.

              


      

       

      
        	
                4.  

              	
                Exception to Royalty
      Agreement - The terms of the royalty agreement clearly detail the
      Employee's right to certain royalties as detailed in Attachment (A). In
      return for the entering into the terms of this employment agreement, the
      employee has agreed to forgo any royalties due and payable under the terms
      of Attachment (A) only up to and equal to the amount of each years salary
      as defined herein as to not unfairly burden the
  company.

              


      

       

      
        	
                5.

              	
                Example - This is to
      mean that providing any and all terms of compensation and other terms as
      detailed herein are paid in full and in a timely manner, in year one the
      Employee will forgo his royalties due on the first $250.000 only, in year
      two $350,000 only and so on through year ten per details in section 6 as detailed below, of any such
      royalty due under the terms of Attachment (A) after which any additional
      royalties due per Attachment (A) would be due and payable as
      per the terms of the Royalty Agreement.

              


      

       

      
        	
                6.

              	
                Compensation and
      Benefits - During the ten year term of this Employment Agreement,
      DC Brands International, Inc. shall compensate the Employee as to base
      salary to be paid in equal biweekly installments as
    follows:

              


      

       

      
        	Year
      1:  	$ 250,000 (Two
      Hundred Fifty Thousand Dollars) 
	Year 2:	$ 350,000 (Three
      Hundred Fifty Thousand Dollars)
	Year 3:	$ 400.000 (Four
      Hundred Thousand Dollars) 
	Year 4:	$ 450,000 (Four
      Hundred Fifty Thousand Dollars) 
	Year 5:	$ 500,000 (Five
      Hundred Thousand Dollars) 
	Year 6:	$ 600,000 ( Six
      Hundred Thousand Dollars)
	Year
    7: 	$ 700,000 (Seven
      Hundred Thousand Dollars) 
	Year 8:	$ 800,000 (Eight
      Hundred Thousand Dollars) 
	Year 9:	$ 900,000 (Nine
      Hundred Thousand Dollars)
	Year 10:	$1,000,000 (One
      Million Dollars)


      

       

      The
employee may choose at his sole discretion at anytime to temporarily delay or
defer the acceptance of any portion of the above stated amounts due. Should this
ever take place this action will in no way whatsoever weaken or lesson
the validity of any and all of the terms of this agreement but rather shall
serve only to place the company in arrears with the employee as to any amounts
due and payable, which shall become due and payable in full within 72 hrs
(seventy two hours) after the employee requests or demands such payment in
writing of any portion of or the entire amount of any and all past due
monies.

       

      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      The
stated salary may be increased from time to time in the sole discretion of DC
Brands International, Inc. without amendment to this Agreement. In addition, and
also in its sole discretion, DC Brands International, Inc. may pay to the
employee one (1) or more annual bonuses at such times as DC Brands
International, Inc. may deem advisable; the payment and the amount of such bonus
or bonuses, if any. shall be determined by the Board of Directors of DC Brands
International, Inc. in its sole discretion. Employee shall also be entitled to
any and all benefits generally accorded, granted, or made available to any other
full time employees of DC Brands International, Inc. Additionally. DC Brands
International, Inc. shall provide the Employee with the use of an automobile of
his choice every two years and all related expenses during the employment term,
at DC Brands International, Inc.'s expense.

       

      Anti-dilution clause: Furthermore, Employee is
currently the owner and holder of a majority of the issued and outstanding
shares of the Company. As further consideration for Employee's continued
employment and the other valuable promises, covenants and agreements between
them, the Company agrees that upon its issuance of any additional shares for any
reason whatsoever, it will cause to be issued to Employee an additional number
of shares such that Employee's ownership will not, during the term of this
Agreement, be less than a majority of its issued and outstanding shares. Should
any type or class of preferred shares ever be issued for any reason, the
employee shall have at his sole option the right and ability to have any and/or
all shares converted to the same class of stock thereby gaining any special
terms or preferential treatment of said preferred shares. Employee may, in his
sole discretion, waive application of this/these provisions. Execution of this
Agreement by the Directors of the Company and the disinterested holders of a
majority of issued and outstanding shares signifies their resolution that this
anti-dilution provision is necessary as a condition to Employee's continued
employment and in the best interests of the Company.

       

      7.   Title and
Duties - The Employee's title shall be President and Chief Executive
Officer. His particular duties shall be delineated by the Board of Directors
from time to time. As President, Employee's duties shall be those customarily
discharged by a person holding such office in a business corporation and shall
include, but not limited to, responsibility for the management of DC Brands
International, Inc.'s business affairs. As long as the Employee remains
President and/or Chief Executive Officer, he shall serve as a voting member of
the Board of DC Brands International, Inc.

       

      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      8.   Expenses
- During the term of this Employment Agreement (and any subsequent renewals or
extensions of this Agreement), the Employee shall be entitled
to reimbursement for such reasonable and necessary expenses as may be incurred
subsequent to his duties.

       

      9.   Death
during Employment - The company shall provide at it's expense, as
a benefit to the Employee, a life insurance policy on the Employee's life with a
minimum death benefit of Two Million Five Hundred Thousand Dollars (2,500,000),
the beneficiary of which would be 50% to DC Brands International and the
beneficiary of the remaining 50% may be named by the Employee in his sole
discretion. Should the employee leave or be terminated for any reason
whatsoever, the employee shall at his sole discretion have any and all cash
value gained in the policy paid to any party of his choosing including himself
immediately upon leaving the company.

       

      10.        Termination
of
Employment

       

      (i)     DC
Brands International, Inc. may, with or without cause, terminate the
Employee's
employment under this Employment Agreement upon written notice to the
Employee, such notice to be effective ninety (90) days after receipt by the
Employment.
Such termination with or without cause shall require a three-quarter
majority
of the Board as well as a three quarter majority shareholders vote for
approval
purposes. In the event of such termination with or without cause, the
Employee
shall be entitled, at the Employee's soft; option, to be paid in full the
current
value of all monies and other forms of compensation owed, at that time,
under
this employee contract agreement throughout its then entire remaining term
or to
receive same on a periodic basis consistent with whatever periodic payments
are owed
and owing as of that time.

       

      (ii)    DC Brands
International, Inc. may, for cause, terminate the Employee's
employment under this Employment Agreement upon written notice to the
Employee, such notice to be effective thirty (30) days after receipt by the
Employee.
"For Cause" shall include willful and malicious misappropriation of customer
assets for personal gain to the employee, willful and flagrant disregard
of
reasonable written instructions by the board of directors, involving those
consistent
and with the employees position and title, as determined by an independent
professional arbitrator and only after not less than three written notices
from the Chairman of the Board to the Employee, to follow the policies
and
procedures of the Board of Directors of DC Brands International,
Inc.

       

      In the
event of termination "For Cause" the Employee will not be
deemed to have forfeited all rights, compensation and otherwise, pursuant
to this Agreement or any subsequent Agreement be same written or oral. Any
attempt by the board or it's shareholders to remove the employee from office via
threat of litigation which fails to meet
the afore mentioned criteria will result in an immediate default settlement in
triple (3X) the entire amount remaining due on Mr. Pearce's contract payable
immediately by DC Brands International, Inc.

       

      (iii)    The Employee
may, with or without cause, terminate his employment under
this Agreement upon written notice to DC Brands International, Inc., such
notice to
be effective one hundred and twenty (120) days after receipt by DC Brands
International, Inc. Should the Employee voluntarily terminate his employment
pursuant to this subparagraph (iii), he shall not be
entitled to any compensation other than that owed or accrued as of the effective
date of termination.

       

      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      (iv)
Within thirty (30) days after termination of this Employment Agreement by either
DC Brands International, Inc. or the Employee for any reason, the Employee
shall, at DC Brands International, Inc.'s sole expense, (a) return to DC Brands
International, Inc.'s office in Lakewood, Colorado (b) participate in an exit
interview, and (c) execute a Certificate of Conclusion of Employment, certifying
that the Employee has complied with his obligations and acknowledging the
Employee's continuing obligations under paragraphs 7, 8 10, and 12 of this
Agreement. The Employee's failure to comply with paragraph 7 of this Agreement
shall constitute a material breach of this Agreement.

       

      11.        Restrictive
Covenant - Providing that the company has remained current with
respect to all terms of this agreement, during his employment with DC Brands
International, Inc. and for a period of three (3) years immediately following
termination of such employment, by termination of this Employment Agreement by
DC Brands International, Inc. the Employee shall not, directly or indirectly,
either as an individual on his own account or as a partner, joint venturer,
employee, agent salesman, contractor, officer, director or stockholder or
otherwise, enter into, engage in, or accept employment from any business in
direct competition with the business (The Energy Drink Business) of DC Brands
International, Inc., as such business now exists or as it may exist at the time
of termination, anywhere in the United States ("the Restrictive Covenant"); this
Restrictive Covenant specifically includes as prohibited businesses, but it is
not limited to (i) furnishing services, (ii) developing product and processes,
or techniques, and (iii) training individuals to engage in any business in
direct competition with DC Brands International, Inc., or similar competing
activities.

       

      This
Restrictive Covenant on the part of die Employee is given and made by the
Employee to induce DC Brands International, Inc. to employ the Employee and to
enter into this Employment Agreement with the Employee, and the Employee hereby
acknowledges the sufficiency of the consideration for this Restrictive
Covenant.

       

      This
Restrictive Covenant shall be construed as an agreement independent of any
provision in this Agreement, and the existence of any claim or cause of action
of the Employee against DC Brands International, Inc., whether predicated upon
this Agreement or otherwise, shall not constitute a defense to the enforcement
by DC Brands International, Inc. of this Restrictive Covenant. DC Brands
International, Inc. has fully performed all obligations entitling it to the
Restrictive Covenant, and the Restrictive Covenant therefore is not executor or
otherwise subject to rejection under the Bankruptcy Code.

       

      The
Restrictive Covenant is a reasonable and necessary restraint of trade and does
not violate the Sherman Antitrust Act, the Colorado Antitrust Act, or the common
law; it is supported by valid business interests, including the protection of DC
Brands International, Inc. trade secrets and confidential business information,
the protection of its relationships with customers and prospective customers,
and extraordinary expenses incurred by DC Brands International, Inc. and its
affiliates to recruit, train, and locate the Employee, and the one (1) year
restriction is essential to the full protection of those valid business
interests.

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      If any
portion of this Restrictive Covenant is held by a court of competent
jurisdiction to be unreasonable, arbitrary, or against public policy for any
reason, the Restrictive Covenant shall be considered divisible as to line of
business, time, and geographic area; if a court of competent jurisdiction should
determine the specified lines of business, the specified period, or the
specified geographic area to be unreasonable, arbitrary, or against public
policy for any reason, a narrower line of business, a lesser period, or a
smaller geographic area that is determined to be reasonable, non-arbitrary, and
not against public policy for any reason, may be enforce by DC Brands
International, Inc. against the Employee.

       

      12.      Restrictive
Covenant-Remedies - DC Brands International, Inc. and the Employee
agree that, in the event of a breach by the Employee of the Restrictive Covenant
set forth in paragraph 8, above, such a breach would injure DC Brands
International, Inc. and would leave DC Brands International, Inc. with no
adequate remedy at law, and DC Brands International, Inc. and the Employee
further agree that, if legal proceedings should have to be brought by DC Brands
International, Inc. against the Employee to enforce the Restrictive Covenant, DC
Brands International, Inc. shall be entitled to all available civil remedies,
including without limitation:

       

      
        	
                 
      

              	
                (i)  

              	
                Preliminary
      and permanent injunctive relief restraining the Employee
      from violating, directly or indirectly, cither as an individual
      on his own account or as a partner, joint venturer, employee,
      agent, salesman, contractor, officer, director, or stockholder
      or otherwise, the restrictions of paragraph 8,
      above;

              


      

       

      
        	
                 
      

              	
                (ii) 

              	
                Reasonable
      attorney's fees in the trial and appellate courts and all
      arbitration proceedings; and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Costs
      and Expenses of investigation, litigation, and arbitration, including
      expert witness fees, deposition costs (appearance fees and
      transcript charges), injunction bond premiums, travel and lodging
      expenses, arbitration fees and charges, and all other reasonable
      costs and
expenses.

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                Should
      DC Brands International, Inc. be unsuccessful in enforcing this
      Restrictive Covenant, for any reason as determined by the court,
      Employee shall be entitled to a full recovery of all reasonable
      attorney's fees and costs. Nothing in this Employment Agreement
      shall be construed as prohibiting DC Brands International,
      Inc. from pursuing any other legal or equitable remedies
      available to it for breach or threatened breach of the Restrictive
      Covenant by the Employee arc not readily ascertainable as
      of the date of this
      Agreement.

              


      

       

      If the
Employee violates this Restrictive Covenant, either as an individual on his own
account or as a partner, joint venturer, employee, agent, salesman, contractor,
officer, director, or stockholder or otherwise, any and all sales of services by
the Employee (or the partnership, joint venturer, corporation, or other entity
with which he or she is associated) in competition with the services of DC
Brands International, Inc. shall be conclusively presumed to have been made by
DC Brands International, Inc., but for the violation of this Restrictive
Covenant.

       

      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

      Should
legal proceedings have to be brought by DC Brands International, Inc. against
the Employee to enforce the Restrictive Covenant, the period of restriction
shall be deemed to begin running on the date of entry of an order granting DC
Brands International, Inc. preliminary injunctive relief and shall continue
uninterrupted for the next succeeding one (1) year; the Employee acknowledges
that such purposes and effect would be frustrated by measuring the period of
restriction from the date of termination of employment where the employee failed
to honor the Restrictive Covenant until directed to do so by court order. DC
Brands International, Inc. and the Employee agree that, if DC Brands
International, Inc. is granted preliminary injunctive relief under this
Agreement, an injunction bond of no more than SI 00,000 shall be sufficient to
indemnify the Employee for any costs or damages that he or she might incur if
the Court ultimately determines that the Employee is wrongfully
enjoined.

       

      10.     Trade
Secrets and Confidential Business Information - The Employee
shall not, whether while employed by DC Brands International, Inc. or otherwise,
disclose or use for the benefit of himself or herself or any other person,
partnership, firm, corporation, association, or other legal entity, any of the
trade secrets or confidential business information of DC Brands International,
Inc..

       

      For the
purpose of this Agreement, "trade secrets" of DC Brands International, inc.
shall include, but shall not be limited to, any and all proprietary and
technical information of DC Brands International, Inc. in the nature of
techniques, services, inventions, patents, and the like employed by DC Brands
International, Inc. in the development of its services.

       

      For the
purpose of this Agreement, "confidential business information" of DC Brands
International, Inc. shall include any information other than trade secrets that
is (i) of any value or significance to DC Brands International, Inc. and (ii)
not generally known to competitors of DC Brands International, Inc. nor intended
by DC Brands International, Inc. for general dissemination outside the normal
course of business, including but not limited to, lists of DC Brands
International, Inc.'s current or potential customers, prospective leads or
target accounts, the identity of various suppliers of products or services,
pricing schedules, needs of its customers, information as to the profitability
of specific accounts, and information about DC Brands International, Inc. itself
and its executives, officers, directors, and employees,

       

      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      13.     Trade
Secrets and Confidential Business Information / Remedies - If
legal proceedings should have to be brought by DC Brands International, Inc.
against the Employee to enforce the confidentiality provisions of
paragraph 10 of (his Agreement, the Employee recognizes, acknowledges, and
agrees that DC Brands International, Inc. shall be entitled to all of the civil
remedies provided by Sections 688.01 et seq. and 812.035,
or appropriate Colorado Statutes, including:

       

      
        	
                        a.   

              	
                Preliminary
      and permanent injunctive relief restraining the Employee from
      any unauthorized disclosure or use of any trade secrets or confidential
      business information, in whole or in part, and from rendering
      any service to any person, partnership, firm, corporation, association,
      or other, legal entity to whom or to which such trade secrets
      or confidential business information, in whole or in part, has been
      disclosed or is threatened to be
      disclosed.

              


      

       

      
        	
                        b.   

              	
                Exemplary
      damages;

              


      

       

      
        	
                        c.   

              	
                Reasonable
      attorneys' fees in the trial and appellate courts and in all arbitration
      proceedings; and

              


      

       

      
        	
                        d.   

              	
                Costs
      and expenses of investigation, litigation, and arbitration, including
      expert witness fees, deposition costs (appearance fees and  transcript
      charges), injunction bond premiums, travel and lodging expenses,
      arbitration fees and charges^ and all other reasonable costs and
      expenses.

              


      

       

      
        	
                        c.   

              	
                All
      attorney's fees as related to the above
matters

              


      

       

      Nothing
in this Agreement shall be construed as prohibiting DC Brands International,
Inc. from pursuing any other legal or equitable remedies available to it for
breach or threatened breach of paragraph 10 of this Agreement, and the existence
of any claim or cause of action of the Employee against DC Brands International,
Inc., whether predicated on this Agreement or otherwise, shall not 4
constitute a defense to the enforcement by DC Brands International, Inc.
of any of the provisions of this Agreement. DC Brands International, Inc. and
the Employee agree (i) that damages resulting from a breach of prohibitions of
paragraph 10 by the Employee arc not readily ascertainable as of the date of
this Agreement. DC Brands International, Inc. has fully performed all
obligations entitling it to these prohibitions of paragraph 10 of this
Agreement, and those prohibitions therefore are not executory or otherwise
subject to rejection under the Bankruptcy Code.

       

      12.     Propertv
:Employee Duty to Return - DC Brands International, Inc. products,
customer correspondence, internal memoranda, photocopies of products and
designs, sales brochures, price lists, customer lists, any customer information,
sales literature, notebooks, DC Brands International, Inc. training materials,
textbooks, and all other like information or products, including all copies,
duplications, replications, and derivatives of such information or products, now
in the possession of the Employee or acquired by the Employee after signing this
Agreement and while in the employ of DC Brands International, Inc. no later than
the final date of his employment with DC Brands International, Inc.

       

      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      13.    
Related
Inventions, Ideas, Processes, and Designs   All directly
beverage industry related inventions, ideas, processes, programs, software, and
designs (including all improvements) (i) conceived or made by the Employee
during the course of his employment with DC Brands International, Inc. and for a
period of six (6) months subsequent to the termination of such employment with
DC Brands International, Inc., and (ii) related to the business of DC Brands
International, Inc., shall be disclosed in writing promptly to DC Brands
International, Inc. and shall be the sole and exclusive property of DC Brands
International, Inc. The Employee shall cooperate with DC Brands International,
Inc. and its attorneys in the preparation of patent and copyright applications
for such developments and shall promptly assign all such inventions, ideas,
processes, and designs to DC Brands International, Inc. The decision to file for
patent or copyright protection or to maintain such development as a trade secret
shall be in the sole discretion of DC Brands International, Inc., and the
Employee shall be bound by such decision.

       

      14.    
Consideration
- The Employee expressly acknowledges and agrees that the execution by DC Brands
International, Inc. of this Employment Agreement constitutes full, adequate, and
sufficient consideration to the Employee from DC Brands International, Inc. for
the duties, obligations, and covenants of the Employee under this Agreement,
including by way of illustration and not by way of limitation, the agreements,
covenants, obligations of the Employee under paragraph 8 and 10 of this
Agreement. DC Brands International, Inc. expressly acknowledges and agrees
similarly with respect to the consideration received by it from the Employee
under this Agreement.

       

      15.    
Indebtedness
- If, during the course of the Employee's employment under this Employment
Agreement, the Employee becomes indebted to DC Brands International, Inc. for
any reason whatsoever, DC Brands International, Inc. may, if it so elects, set
off any sum due to DC Brands International, Inc. from the Employee and collect
from the Employee any remaining balance off of the total balance owed through
the full remaining tern of his contract to be collected as a reduction in his
normal salary in equal amounts throughout the balance of his contract until such
debt is paid. This shall be the only recourse available to the
Company.

       

      16.     Training
Expenses - DC Brands International, Inc. shall pay for all reasonable
training expenses incurred by the Employee while he or she is employed under
this Employment Agreement.

       

      17.    
Notices
- Any and all notices shall be given pursuant to this Employment Agreement; Such
notices shall be in writing, shall be cither actually delivered or sent by
United States mail, return receipt requested, and shall be addressed to the
signatories at the addresses shown on the signature page of this
Agreement.

       

      
        
           


        

        
          9

          
            

          

        

        
           


        

      

       

      18.    
Consent
to Personal Jurisdiction and Venue; Waiver of Jury Trial - The Employee
hereby acknowledges personal jurisdiction and venue, for any action brought by
DC Brands International, Inc. arising out of a breach or threatened
breach of this Employee Agreement, exclusively in the Circuit Court in and for
Jefferson County, Colorado. The Employee hereby agrees that any action brought
by him, alone or in combination with others, against DC Brands International,
Inc., whether arising out of this Agreement or otherwise, shall be brought in
the Circuit Court in and for Jefferson County, Colorado. The Employee hereby
agrees that any controversy which may arise under this Agreement would involve
complicated and difficult factual and legal issues. Therefore, any action
brought by DC Brands International, Inc. against the Employee or brought by the
Employee, alone or in combination with others, against DC Brands International,
Inc., whether arising out of this Agreement or otherwise, shall be determined by
a Judge.

       

      19.    
Acknowledgments
- The Employee hereby acknowledges that he has been provided with a copy of this
Employment Agreement for review prior to signing it, that he has been given the
opportunity to have this Agreement reviewed by his own attorney prior to signing
it, that he understands the purposes and effects of this Agreement, and that he
has been given a signed copy of this Agreement for his own records.

       

      20.    
Waiver
-- The waiver by DC Brands International, Inc. of a breach or a threatened
breach of this Employment Agreement by the Employee shall not be construed as a
waiver of any subsequent breach by the Employee. The refusal or failure of DC
Brands International, Inc. to enforce the Restrictive Covenant of paragraph 8 or
the prohibitions of paragraph 10 of this Agreement (or any other similar
agreement) against any other Employee, agent, or independent contractor, for any
reason, shall not constitute a defense of the enforcement by DC Brands
International. Inc. of the Restrictive Covenant of paragraph 8 or the
prohibitions of paragraph 10. nor shall it give rise to any claim or cause of
action by such employee, agent, or independent contractor or consultant against
DC Brands International, Inc.

       

      21.    
Rule's
of
Construction

       

      
        	
                 
      

              	
                (a)

              	
                Entire
      Agreement - This
      Employee Agreement constitutes the entire Agreement between its
      signatories pertaining to the subject matters of the Agreement, and it
      supercedes any and all previously negotiations, preliminary agreements,
      and all prior and contemporaneous discussions
      and understandings of the signatories in connection with the subject
      matters of the Agreement Except as otherwise herein provided, no covenant,
      representation, or condition not expressed in this Agreement, or in an
      amendment made and executed in accordance with the provisions of the
      subparagraph (b) of this paragraph, shall be binding upon the signatories
      or shall affect or be effective to interpret, change, or restrict the
      provisions of this
Agreement.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Amendments - No
      change, modification or termination of any of the terms,
      provisions, or conditions of this Employment Agreement shall be
      effective unless made in writing and signed or initialed by all
      

                  
                    
                      signatories
      to this
  Agreement

                    

                  

                

              


      

       

      
        
           


        

        
          10

          
            

          

        

        
           


        

      

       

      
        	
                              
      (c)

              	
                Governing Law -
      This Employment Agreement shall be governed and construed in accordance
      with the statutory and decisional law of the State of Colorado governing
      contracts to be performed in their entirety in
  Colorado.

              


      

       

      
        	
                             
      (d)

              	
                Separability -
      If any paragraph, subparagraph, or provision of this Employment Agreement,
      or the application of such paragraph, subparagraph, or provision, is held
      by a court of competent jurisdiction, the remainder of the Agreement, and
      the application of such paragraph, subparagraph, or provision to persons
      or circumstances other than those with respect to which it held invalid,
      shall not be affected.

              


      

       

      
        	
                              
      (e) 

              	
                Headings and
      Captions   The titles and captions of paragraphs and
      subparagraphs contained in this Employment Agreement are provided for
      convenience of reference only, and they shall not be considered a part of
      this Agreement for purposes of interpreting or applying this Agreement;
      Such titles or captions arc not intended to define, limit, extend,
      explain, or describe the scope or extent of this Agreement or any of its
      terms, provisions, representations, warranties, or conditions in any
      manner or way
whatsoever.  

              


      

       

      
        	
                              
      (f)

              	
                Continuance of
      Agreement - The rights, responsibilities, and duties of the
      signatories to this Employment Agreement, and the covenants and agreements
      contained in this Agreement, shall continue to bind the signatories, shall
      continue in full force and effect until each and every obligation of the
      signatories pursuant to this Agreement (and any document or agreement
      incorporated hereby by reference) shall have been fully performed, and
      shall be binding upon any and all heirs, successors and or assigns of the
      signatories.

              


      

      


       

      IN
WITNESS WHEREOF, the authorized signatories representing the company have
executed this Agreement the day and year first above written, 10/01/04           


       

       

      
        
          	DC Brands International,
      INC.	 
	 	 	 
	
                  By:
      

                	/s/ Richard
      J. Pearce	 Date:
      10/10/04
	 	Chairman
      of the Board for DC Brands International, Inc.
	 	12600
      W. Colfax Ave Suite B430 Lakewood, CO 80215
	 	 	 
	 	EMPLOYEE	 
	 	 	 
	 	/s/ Richard
      J. Pearce	 Date:
      10/10/04
	 	Richard
      J. Pearce	 
	 	4550
      Cherry Creek South Drive	 
	 	Denver,
      CO 80246	 


        

      

       

       

      11