Employment Agreement - Westlund April 2005


     

    EMPLOYMENT
      AGREEMENT

    


    This
      EMPLOYMENT AGREEMENT (AGREEMENT) is made by and between KAIRE HOLDINGS,
      INCORPORATED, a duly authorized Delaware corporation (“EMPLOYER”) with principle
      executive offices located at 552 Sespe Avenue, Unit D, Fillmore, CA 93015,
      and
      STEVEN R. WESTLUND (“EMPLOYEE”), an individual residing at 5639 La Cumbre Road,
      Somis, CA 93066. 

    


    RECITALS

    


    WHEREAS,
      EMPLOYER has continually employed EMPLOYEE since 1995 under the terms, and
      conditions of various employment agreements; and

    


    WHEREAS,
      the term of the most recent employment has expired; and 

    


    WHEREAS,
      EMPLOYER wishes to offer employment to EMPLOYEE and EMPLOYEE wishes to accept
      such employment. 

    


    NOW
      THEREFORE, EMPLOYER hereby offers employment to EMPLOYEE, and EMPLOYEE hereby
      accepts such offer of employment subject to the terms and conditions contained
      in this EMPLOYMENT AGREEMENT.

    


    
      	1)  	
              TERM:

            


    

    


    
      	a)  	
              The
                term of this AGREEMENT shall commence on April 1, 2005 (the Effective
                Date) and shall continue for a period of three (3) years one (1)
                month
                thereafter (the "Initial Term"), unless extended by either party
                hereto,
                or terminated as provided herein. After the expiration of the Initial
                Term, this AGREEMENT shall automatically renew for additional three-year
                terms (each such three-year term or portion of such final three-year
                term
                being hereinafter referred to as a "Renewal Term"), but may be terminated
                by either party by giving written notice to the other party six calendar
                months prior to the expiration date of the Initial Term or any Renewal
                Term.

            


    

    


    
      	2)  	
              TITLES
                AND DUTIES:

            


    

    


    
      	a)  	
              EMPLOYER
                hereby employs EMPLOYEE to perform, and EMPLOYEE hereby accepts employment
                with EMPLOYER and agrees to perform the duties and responsibilities
                of
                CHIEF EXECUTIVE OFFICER of the EMPLOYER, together with such additional
                powers and duties with respect to EMPLOYER'S business as may be assigned
                to EMPLOYEE by the Board of Directors of EMPLOYER during the Initial
                Term
                or any Renewal Terms. EMPLOYEE also agrees to serve as a CHAIRMAN
                OF THE
                BOARD OF DIRECTORS of the EMPLOYER.

            


    

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      	3)  	
              COMPENSATION:

            


    

    


    EMPLOYER
      shall pay EMPLOYEE, and EMPLOYEE shall accept as his entire compensation for
      the
      services rendered by him during the Initial Term of this EMPLOYMENT AGREEMENT,
      the following:

    


    
      	a)  	
              Base
                Salary:

            


    

    


    A
      base
      salary which shall commence on April 1, 2005 for any and all services which
      EMPLOYEE may render to EMPLOYER, in the amount of eight thousand three hundred
      thirty three ($8,333.33) dollars and thirty three cents per month for the months
      April 1, 2005, through April 1, 2006, then increasing by fifteen percent (15%)
      per year for the remainder of this AGREEMENT.

    


    
      	b)  	
              Stock
                Options:

            


    

    


    EMPLOYEE
      compensation shall also include a five (5) year option to purchase twelve
      million (12,000,000) shares of the company’s common stock at the option price of
      five ($0.5) cents per share upon execution or the effective date of this
      EMPLOYMENT AGREEMENT. 

    


    
      	c)  	
              Cash-less
                Exercise Provision:

            


    

    


    EMPLOYEE
      may exercise all or any portion of such Stock Options immediately upon execution
      of this AGREEMENT without paying the company the exercise price. EMPLOYEE may
      make the option payment at such time as is convenient for EMPLOYEE.


    


    
      	d)  	
              Registration
                of Stock Underlying EMPLOYEE Stock
                Options:

            


    

    


    EMPLOYER
      shall cause any and all stock underlying EMPLOYEE’S option to purchase the
      companies stock, including but not limited to stock options awarded for any
      future deferral of compensation by EMPLOYEE, or any stock options awarded to
      EMPLOYEE due to his participation in any merger or acquisition, to be registered
      and filed under a S-8 Registration statement with the Securities and Exchange
      Commission as soon as practical, but in no case later than thirty (30) days
      from
      the Effective Date of this AGREEMENT, or the effective date of any merger or
      acquisition. 

    


    
      	e)  	
              Stock
                Options Irrevocable:

            


    

    


    All
      EMPLOYEE stock options are irrevocable and shall survive any termination of
      EMPLOYEE by EMPLOYER, or any resignation by EMPLOYEE.

    


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      	f)  	
              Mergers
                and Acquisitions:

            


    

    


    If
      as a
      result of EMPLOYEE’S efforts, EMPLOYER acquires, is acquired, or merges with
      another entity (the "Transaction"), EMPLOYEE shall be entitled to compensation
      in an amount equal to three percent (3%) of the total value of such transaction.
      Compensation may be paid in cash or in EMPLOYER’S common stock at the sole
      discretion of EMPLOYEE.

    


    
      	g)  	
              Vacation:

            


    

    


    EMPLOYEE
      shall receive five (5) weeks paid vacation each year, which shall be taken
      in
      accordance with EMPLOYER'S vacation policy, or from time to time at the option
      of EMPLOYEE.

    


    
      	h)  	
              Holidays:

            


    

    


    EMPLOYEE
      shall receive all the paid holidays observed by EMPLOYER. 

    


    
      	i)  	
              Comprehensive
                Medical Insurance:

            


    

    


    EMPLOYER
      shall provide EMPLOYEE with comprehensive medical insurance coverage. EMPLOYEE
      shall receive such other insurance coverage and fringe benefits as are provided
      to its EMPLOYEE’S or executives or as may be determined by the Board of
      Directors. 

    


    
      	j)  	
              Directors
                and Officers Insurance:

            


    

    


    EMPLOYER
      shall also provide EMPLOYEE with Directors and Officers Insurance and Accidental
      Death Insurance with a face value of one million ($1,000,000) dollars.


    


    
      	k)  	
              Reimbursement
                of Expenses:

            


    

    


    EMPLOYER
      shall reimburse EMPLOYEE for all reasonable and necessary expenses paid or
      incurred by EMPLOYEE in the performance of his duties during the term of this
      Agreement, or any renewals thereof. EMPLOYEE shall furnish EMPLOYER with
      receipts for such expenses.

    


    
      	4)  	
              EMPLOYER’S
                Failure to Provide Additional Benefits:


            


    

    


    In
      the
      event EMPLOYER fails to provide any of the Additional Benefits as described
      above in sub paragraph, then EMPLOYEE may at EMPLOYEE’S election take the cash
      or stock equivalent of such Additional Benefits. 

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      	5)  	
              DISABILITY
                OR DEATH

            


    

    


    If
      EMPLOYEE shall at any time be incapacitated or prevented by illness, injury,
      accident or other circumstances beyond his control (Incapacity) from discharging
      his duties pursuant to this Agreement for a total of 270 days or more in any
      18
      consecutive calendar months, EMPLOYER may by notice in writing to EMPLOYEE
      given
      at any time so long as the incapacity shall continue: 

    


    Discontinue
      payment in whole or in part of EMPLOYEE'S base salary on and from such date
      as
      may be specified in the notice until the incapacity shall cease; or (whether
      or
      not payment shall already have been discontinued as aforesaid) Terminate this
      Agreement forthwith or on such date as may be specified in the notice. Subject
      to the foregoing, EMPLOYEE'S base salary shall, notwithstanding the Incapacity,
      continue to be paid to EMPLOYEE in accordance with the provisions of this
      Agreement in respect of the period of incapacity prior to such discontinuance
      or
      termination.

    


    If
      the
      EMPLOYEE dies prior to the expiration of the term of employment, the
      compensation due him from the EMPLOYER under this Agreement shall be the amount,
      which EMPLOYEE would be paid if permanently disabled, and shall be paid to
      his
      executors.

    


    
      	6)  	
              TERMINATION

            


    

    


    
      	a)  	
              No
                Termination of EMPLOYEE for Twelve
                Months

            


    

    


    EMPLOYER
      may not terminate EMPLOYEE for any reason at any time within the first twelve
      months of the EFFECTIVE DATE of this AGREEMENT. 

    


    
      	b)  	
              Termination
                without Cause

            


    

    


    Should
      EMPLOYER terminate EMPLOYEE after the first twelve (12) months of this AGREEMENT
      without cause, EMPLOYER shall immediately pay EMPLOYEE the full and entire
      balance of the compensation indicated in this AGREEMENT. 

    


    
      	c)  	
              Termination
                for Cause

            


    

    


    EMPLOYER
      may, at any time (except as noted above), discharge EMPLOYEE with cause
      whereupon his employment hereunder shall terminate immediately upon the giving
      of written notice of such discharge. 

    


    
      	d)  	
              Definition
                of Cause

            


    

    


    As
      used
      in this Agreement, the term “with cause” shall mean, the conviction of any crime
      involving dishonesty or resulting in imprisonment without the option of a fine,
      or the material non-observance, or the material breach by EMPLOYEE of any of
      the
      material provisions of this Agreement, or the neglect, failure or refusal of
      EMPLOYEE to carry out the duties properly assigned to him after due notice
      to
      the EMPLOYEE of such neglect, failure or refusal. 

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    In
      the
      event of any discharge with cause, all obligations of EMPLOYER or in respect
      of
      this Agreement will terminate, except the obligation to pay EMPLOYEE any
      compensation which shall have accrued or remain in the balance of the Initial
      Term or any Renewal Term, and the option to purchase the stock described
      elsewhere in this EMPLOYMENT AGREEMENT.

    


    
      	7)  	
              NON-COMPETITION

            


    

    


    During
      his employment and for a period of one (1) year thereafter, EMPLOYEE will not:
      

    


    
      	a)  	
              Communicate,
                publish or disseminate any information to any third party regarding
                the
                operations or methods of operation of the EMPLOYER, including, but
                not
                limited to, the disclosure, publication or dissemination of any written
                materials prepared by or on behalf of EMPLOYER, including without
                limitation all processes, formulae and technical data and know how,
                the
                names of customers of EMPLOYER, the names of prospective customers
                of
                EMPLOYER, the names of employees, suppliers, independent contractors,
                consultants or others providing services or products to EMPLOYER,
                methods
                or techniques by which EMPLOYER solicits business, markets its services
                or
                products, services its customers or implements customer services,
                the
                pricing of services or products of EMPLOYER, or the methods or techniques
                used by EMPLOYER in arriving at its pricing, any financial information
                relating to EMPLOYER, any other information pertaining to the conduct
                of
                business by EMPLOYER, 

            


    

    


    
      	b)  	
              Use
                for his own account any property or information secured, acquired,
                developed or produced by him while employed by EMPLOYER and relating
                to
                the conduct of EMPLOYERs business, 

            


    

    


    
      	c)  	
              Solicit
                or otherwise communicate with any EMPLOYEE, supplier, independent
                contractor or consultant of EMPLOYER encouraging such individual
                to engage
                in any "Competitive Business," as hereinafter
                defined.

            


    

    


    
      	d)  	
              EMPLOYEE
                acknowledges that the needs of EMPLOYER to protect itself from disclosure
                of information and competition are reasonable and justifiable. If
                the
                provisions hereof relating to the area of restriction or the periods
                of
                restriction are deemed to exceed maximum area or periods which a
                court
                having jurisdiction over the matter would deem enforceable, the area
                or
                periods shall, for the purposes hereof, be deemed the maximum area
                or
                periods which such court would deem valid and enforceable.
                

            


    

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      	e)  	
              To
                the extent that any term or provisions of this Paragraph (j) shall
                be
                deemed unenforceable by a court of competent jurisdiction, it is
                the
                intention of the parties that such unenforceable provision be severed
                independently and that the remaining terms and provisions of this
                paragraph shall remain in full force and effect and enforceable.
                EMPLOYEE
                also acknowledges that, in the event of any breach or threatened
                breach of
                the provisions of this Paragraph (j), or any part hereof, EMPLOYER
                will be
                irreparably injured and EMPLOYER'S remedy at law may be inadequate.
                Therefore, EMPLOYER shall be entitled to injunctive relief for any
                threatened or actual breach of the provisions of this Paragraph 5,
                together with such other equitable and legal relief as may be appropriate
                under the circumstances. No remedy shall exclusive, and all remedies
                shall
                be deemed cumulative.

            


    

    


    


    
      	8)  	
              DISCLOSURE
                OF INFORMATION

            


    

    


    EMPLOYEE
      represents and warrants that he is not a party to, or bound by any agreement,
      which forbids his entry into, or limits his right of action under this Agreement
      EMPLOYEE has disclosed to EMPLOYER. 

    


    
      	9)  	
              EMPLOYEE
                INDEMNIFICATION

            


    

    


    EMPLOYER
      agrees to indemnify EMPLOYEE and hold EMPLOYEE harmless to the fullest extent
      permitted under law.

    


    
      	10)  	
              GENERAL
                PROVISIONS

            


    

    


    
      	a)  	
              Agreement
                Binding Upon Successors and Heirs:

            


    

    


    This
      Agreement shall inure to the benefit of and be binding upon EMPLOYER, and their
      successors and EMPLOYEE, his heirs, executors, administrators and legal
      representatives.

    


    
      	b)  	
              Notices:

            


    

    


    Any
      notice or other communication required or permitted to be given under this
      Agreement shall be in writing and shall be deemed to have been duly given if
      delivered personally or mailed (by registered or certified mail, postage
      prepaid) to EMPLOYER or EMPLOYEE, as the case may be, at its or his address
      herein above stated.

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      	c)  	
              Terms
                Unenforceable:

            


    

    


    If
      any
      part of this Agreement shall be found in any action, suit or proceeding to
      be
      invalid or ineffective, the validity and effect of the remaining parts (as
      construed without regard to such invalid and ineffective part) shall not be
      affected.

    


    
      	d)  	
              No
                Assignment or Transfer:

            


    

    


    This
      Agreement is personal in its nature and the parties hereto shall not, without
      the consent of the other, assign or transfer this Agreement or any rights or
      obligations here under.

    


    
      	e)  	
              No
                Amendment:

            


    

    


    Agreement
      may be amended, modified, superseded or canceled, and only a written instrument
      executed by any two (2) of the parties hereto hereof may waive any of the terms
      or conditions. 

    


    
      	f)  	
              Failure
                to Object Not A Waiver:

            


    

    


    No
      waiver
      of any nature, whether by conduct or otherwise, in any one or more instances,
      shall be deemed to be, or construed as, a further or continuing waiver of any
      such condition or of any breach, or a waiver of any other condition or of any
      breach of any other term of this Agreement.

    


    
      	g)  	
              Execution
                in Counterparts:

            


    

    


    This
      AGREEMENT may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

    


    
      	h)  	
              Supersedes:

            


    

    


    The
      AGREEMENT supersedes any and all other agreements either oral or in writing,
      between the parties hereto with respect to the employment of the EMPLOYEE by
      the
      EMPLOYER and contains all of the covenants and agreements between the parties
      with respect to such employment. 

    


    
      	i)  	
              Governing
                Law:

            


    

    


    This
      AGREEMENT shall be construed in accordance with the laws of the State of
      California. 

    


    
      	j)  	
              Binding
                Arbitration:

            


    

    


    Any
      disputes there under shall be submitted to binding arbitration in Los Angeles,
      California, under the rules of the American Arbitration Association. EMPLOYEE
      has been advised of his right to consult with independent counsel and has
      consulted with that independent counsel to the degree he deemed
      necessary.

    


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    IN
      WITNESS WHEREOF, the parties hereto have executed this AGREEMENT 

    on
      May
      15, 2005, at Los Angeles, California

    


    


    WITNESS                                        
      EMPLOYEE

                                        KAIRE
      HOLDINGS
      INCORPORATED

                                        

    


    /s/
      Owen
      Naccarato                               
/s/
      Steven
      Westrlund

    ______________________________                                                    
      __________________________

    Owen
      Naccarato                                Steven
      Westlund

    Company
      Outside
      Counsel                                                                            
CEO and Director

     

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