Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(this “Agreement”) is entered into as of 1 day of February 2013, by and between Focus Venture Partners Inc.,
a Nevada corporation (the “Company”) and Theresa Carlise (“Executive”).


 


WITNESSETH:


 


WHEREAS, the Company
and Executive desire to enter into this Agreement to assure the Company of the continuing service of Executive and to set forth
the terms and conditions of Executive’s employment with the Company. The Company is actively engaged in raising capital.
The Executive’s services are an integral part of the process and the Company wishes to ensure Executive’s retention
so that her best efforts and exclusivity may be applied in achieving the Company’s objectives.


 


NOW, THEREFORE, in
consideration of the mutual promises and covenants set forth herein, the parties agree as follows:


 


		1.	Term: The Company agrees to employ Executive and Executive hereby accepts such employment,
in accordance with the terms of this Agreement, commencing as of the date hereof and ending on February 28, 2014, unless this Agreement
is earlier terminated as provided herein. Notwithstanding any other provision of this Agreement, the Company shall have an obligation
to make payments to Executive for Base Salary, Additional Benefits and Bonuses, as defined below and as required by this Agreement.



 


		2.	Services and Exclusivity of Services: So long as this Agreement shall remain in effect,
Executive shall devote her full business time, energy and ability to the matters related thereto, in order to perform duties as
assigned by the Board of Directors of the Company (“Board”), Executive shall use Executive’s best efforts and
abilities to promote the Company’s interests and shall perform the services contemplated by this Agreement in accordance
with policies established by and under the direction of the Board. Executive agrees to serve without additional remuneration in
such executive capacities for one or more direct or indirect Affiliates of the Company as the Board may from time to time request,
subject to appropriate authorization by the Affiliate or Affiliates involved and any limitations under applicable law. Executive
agrees to faithfully and diligently promote the business, affairs and interests of the Company and its Affiliates.



 


Without the prior express written authorization of
the Board, Executive shall not, directly or indirectly, during the term of this Agreement engage in any activity competitive with
or adverse to the Company’s business, whether alone, as a partner, officer, director, employee or significant investor of
or in any other entity. (An investment of greater than 5% of the outstanding capital or equity securities of an entity shall be
deemed significant for these purposes.)


 






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Executive represents to the Company that Executive
has no other outstanding commitments inconsistent with any of the terms of this Agreement or the services to be rendered hereunder.


 


		3.	Duties and Responsibilities: In addition to her duties as discussed herein, Executive
shall serve as Chief Financial Officer of the Company for the duration of this Agreement. Executive’s duties as an Executive
shall be overall responsibility and authority, subject to authorities and limitations as established by the “Board”,
to implement and continue to develop the business strategies of the Company. In performance of executive’s duties Executive
shall report to and shall be subject to the direction of the Chief Executive Officer and/or the Board.



 


Executive agrees to observe and comply with the rules
and regulations of the company as adopted by the Board respecting the performance of Executive’s duties and agrees carry
out and perform orders, directions and policies of the Company and its Board as they may be, from time to time, stated either orally
or in writing. The Company agrees that the duties which may be assigned to Executive shall be usual and customary duties of the
position(s) to which Executive may from time to time be appointed or elected and shall not be inconsistent with the provisions
of the charter documents of the Company or applicable law. Executive shall have such corporate power and authority as shall reasonably
be required to enable Executive to perform the duties required in any office that may be held, subject to the limitations on such
powers imposed by the Chief Executive Officer or the Board.


 


		4.	Compensation: During the term of this Agreement, the Company agrees to pay Executive
a base salary at the rate of $120,000.00 per year from the date hereof to February 28, 2014, plus up to a 30% discretionary bonus
at the discretion of the Board.



 


		5.	Restricted Stock: The Company agrees to issue to the Executive 300,000 restricted
shares of its common stock vesting over 36 months. All shares of restricted stock awarded pursuant to this Agreement will be granted
subject to the terms and conditions on the actual certificate as issued at the time of signing this Agreement. Executive shall
be eligible under the plan as approved by the Board of Directors to receive such shares. Such shares shall be subject to adjustments
such as stock splits and other modifications such that the number of shares stated above shall adjust according to such forward
or reverse splits in the Company’s stock.



 


		6.	Additional Benefits: The Company agrees to provide the following “Additional
Benefits” to Executive:



 


		a)	medical plan coverage for Executive, at the expense of the Company, with such coverage or comparable
coverage to continue following the termination of the agreement (other than for “Cause” or without “Good Reason”
as each term is defined in this Agreement) until Executive is eligible for Medicare; and an



 


		b)	auto allowance for Executive in the amount of $1,000 per month;



 






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		c)	Executive shall be eligible for three weeks paid vacation, during the term of this agreement. Should
such vacation not be taken during the term of this Agreement then said amount shall accrue and the amount due thereunder will be
made due and payable at the end of the term of the initial agreement.



 


		7.	Termination: This Agreement and all obligations hereunder (except the obligations
contained in Sections 6, 9, 10, 11 and 12 (Additional Benefits, Confidential Information, Non-Competition, Non-Solicitation of
Customers Noninterference of Executives) which shall survive any termination hereunder) shall terminate upon the earliest to occur
of any of the following:



 


		a)	Expiration of Term: The expiration of the term provided for in Section 1 or the voluntary
termination by Executive or retirement from the Company in accordance with the normal retirement policies of the Company.



 


		b)	Death or Disability of Executive: The death or disability of Executive. For the purposes
of this Agreement, disability shall mean the absence of Executive performing Executive’s duties with the Company on a full-time
basis for a period of six months period, as a result of incapacity due to mental or physical illness which is determined to be
total and permanent by a physician selected by the Company or its insurers and acceptable to Executive or Executive’s
legal representative (such agreement as to acceptability not to be withheld unreasonably). If Executive shall become disabled,
Executive’s employment may be terminated by written notice from the Company to Executive.



 


		c)	For Cause or Without Good Reason: The Company may terminate Executive’s employment
and all of Executive’s rights to receive Base Salary and Bonuses hereunder for Cause or upon the resignation of Executive
without Good Reason.



 


Notwithstanding the foregoing, Executive shall not
be terminated for Cause pursuant to this Section 7(c) unless and until Executive has received notice of a proposed termination
for Cause and Executive has had an opportunity to be heard before at least a majority of the members of the Board. Executive shall
be deemed to have had such an opportunity if given written or telephonic notice at least 72 hours in advance of a meeting. The
initial determination that Cause or Good Reason exists shall be made by the Board. Any dispute regarding such determination shall
be resolved in accordance with Section 20 of this Agreement.


 


		d)	Without Cause or With Good Reason: Notwithstanding any other provision of this Section 7,
the Board shall have the right to terminate Executive’s employment with the Company without Cause, and executive shall have
the right to resign with Good Reason at any time. If the Company terminates the Executive without cause or Executive terminates
with Good reason then the Company shall pay six (6) months’ severance, payable in a lump sum or over the course of six (6)
months at the discretion of the Company.



 






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		8.	Business Expenses: During the term of this Agreement, the Company shall reimburse
Executive promptly for business expenditures made and substantiated in accordance with policies, practices and procedures established
from time to time by the Company generally with respect to other employees and incurred in the pursuit and furtherance of the Company’s
business and good will. The Company understands that the Executive will maintain her primary residence elsewhere and any reasonable
related travel fees incurred on behalf of Executive for business purposes, relating but not limited to corporate housing, hotel
accommodations, airfare and car rental.



 


		9.	Confidential Information: Executive acknowledges that the nature of Executive’s
engagement by the Company is such that Executive shall have access to information of a confidential nature. Such information includes
financial, legal, or any other secret or confidential information relating to the business affairs of the Company or its Affiliates
(the “Confidential Information”). Executive shall keep all such Confidential Information in confidence during the term
of this Agreement and at any time thereafter and shall not disclose any of such Confidential Information to any other person, except
to the extend such disclosure is (i) required by applicable law, (ii) lawfully obtainable from other sources, or (iii) authorized
in writing by the Company. Upon termination from Executive’s employment from the Company, Executive shall deliver to the
Company all documents, records, notebooks, work-papers and all similar material containing any of the foregoing information, whether
prepared the Executive the Company or anyone else.



 


		10.	Non-Competition: In order to protect the confidential information Executive agrees
that during the term of the Executive’s employment Executive shall not directly or indirectly, whether as owner, partner,
shareholder, agent, employee, creditor, otherwise promote, participate or engage in any activity or other business competitive
with the Company’s business.



 


		11.	Non-Solicitation of Customers: Executive agrees that for a period of one year after
the termination of employment with the Company, Executive will not on behalf of any other individual, association or entity, call
on any of the Customers of the Company or any Affiliate of the Company for the purposes of soliciting or inducing any of such Customers
to acquire (or providing to any of such customers) any product or services provided by the Company or any Affiliate of the Company,
nor will the Executive in any way, directly or indirectly as agent or otherwise in any other manner solicit, influence or encourage
such customers to take away or to divert or direct their business to executive or any other person or entity by or with which Executive
is employed associated, affiliated or otherwise related if such business is competitive with the Company.



 


		12.	Noninterference with Executives: In order to protect the Confidential Information,
Executive agrees that during the term hereof and for a period of one year thereafter, Executive will not directly or indirectly,
induce or entice any employee of the Company or its affiliates to leave such employment or cause anyone else to leave such employment.



 






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		13.	Indemnity: To the fullest extend permitted by applicable law and the bylaws of the
Company, as from time to time in effect, the Company shall indemnify Executive and hold Executive harmless for any acts or decisions
made in good faith while performing services for the Company, and the Company shall use its best efforts to obtain coverage for
Executive (provided the same may be obtained at reasonable cost) under any liability insurance policy or policies now in force
or hereafter obtained during the term of this Agreement that cover other officers of the Company having comparable or lesser status
and responsibility. The Company will pay and, subject to any legal limitations, advance all expenses, including reasonable attorneys’
fees and costs of court approved settlements, actually and necessarily incurred by Executive in connection with the defense of
any action, suit or proceeding and in connection with any appeal thereon, which has been brought against Executive by reason of
Executive’s service as an officer or agent of the Company or of any Affiliate of the Company.



 


		14.	Severability: If any provision of this Agreement is held to be unenforceable for
any reason, it shall be adjusted rather than voided, if possible, to achieve the intent of the parties to the extent possible.
In any event, all other provisions of this Agreement shall be deemed valid and enforceable to the extent possible.



 


		15.	Succession: This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns and any such successor or assignee shall be deemed substituted for the Company under the
terms of this Agreement for all purposes. As used herein, “successor” and “assignee” shall include any
person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly
acquires the stock of the Company or to which the Company assigns this Agreement by operation of law or otherwise. The obligations
and duties of Executive hereunder are personal and otherwise not assignable. Executive’s obligations and representations
under this Agreement will survive the termination of Executive’s employment, regardless of the manner of such termination.



 


		16.	Notices: Any notice or other communication provided for in this Agreement shall be
in writing and sent if to the Company to its office at:



 


Focus Venture Partners, Inc.


1866 Leithsville Rd. #225


Hellertown, PA 18055


 


if to Executive at:


 


[                      ]

[                      ]


 


or at such other address as the Company may from time
to time in writing designate, and if to Executive at such address as Executive may from time to time in writing designate.


 


		17.	Entire Agreement: This Agreement contains the entire agreement of the parties relating
to the subject matter hereof and supersedes any prior agreements, undertakings, commitments and practices relating to Executive”
employment by the Company.



 






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		18.	Amendments: No amendment or modification of the terms of this Agreement shall be
valid unless made in writing and duly executed by both parties.



 


		19.	Waiver: No failure on the part of any party to exercise or delay in exercising any
right hereunder shall be deemed a waiver thereof or of any other right, nor shall any single or partial exercise preclude any further
or other exercise of such right or any other right.



 


		20.	Governing Law: This Agreement, and the legal relations between the parties, shall
be governed by and construed in accordance with the laws of the State of Pennsylvania without regard to conflicts of law doctrines,
and any court action arising out of this Agreement shall be brought in any court of competent jurisdiction within the State of
Pennsylvania.



 


		21.	Arbitration: Executive may, if he desires, submit any claim for payment under this
Agreement or any dispute regarding the interpretation of this Agreement to arbitration. This right to select arbitration shall
be solely that of Executive, and Executive may decide whether or not to arbitrate in his discretion. The “right to select
arbitration” does not impose on Executive a requirement to submit a dispute for arbitration. Executive may, in lieu of arbitration,
bring an action in appropriate civil court. Executive retains the right to select arbitration, even if a civil action (including,
without limitation, an action for declamatory relief) if brought by the Company prior to the commencement of arbitration. If arbitration
is selected by Executive after a civil action concerning Executive’s dispute has been brought by a person other than Executive,
the Company and Executive shall take such actions as are necessary or appropriate, including dismissal of the civil action, so
that the arbitration can be timely heard. Once arbitration is commenced, it may not be discontinued without the unanimous consent
of all parties to the arbitration.



 


Any Claim for arbitration may be submitted as follows:
If Executive disagrees with an interpretation of this Agreement by the Company, or disagrees with the calculation of his benefits
under this Agreement, such claim may be filed in writing with an arbitrator of Executive’s choice who is selected by the
method described in the next four sentences. The first step of the selection shall consist of Executive submitting in writing a
list of five potential arbitrators to the Company. Each of the five arbitrators must be either (1) a member of the National Academy
of Arbitrators located in the state of Executive’s principal residence or (2) a retired California Superior Court or Appellate
Court judge. Within one week after receipt of the list, the Company shall select one of the five arbitrators as the arbitrator
of the dispute in question. If the Company fails to select an arbitrator in a timely manner, Executive then shall designate one
of the five arbitrators as the arbitrator of the dispute in question.


 


The arbitration hearing shall be held within seven
days (or as soon thereafter as possible) after the selection of the arbitrator. No continuance of said hearing shall be allowed
without the mutual consent of Executive and the Company. Absence from or non-participation at the hearing by any party shall not
prevent the issuance of an award. Hearing procedures that will expedite the hearing may be ordered at the arbitrator’s discretion,
and the arbitrator may close the hearing in his sole discretion when he decides he has heard sufficient evidence to justify issuance
of an award.


 






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The arbitrator’s award shall be rendered as
expeditiously as possible and in no event later than one week after the close of the hearing. In the event the arbitrator finds
that Executive is entitled to the benefits he claimed, the arbitrator shall order the Company to pay such benefits, in the amounts
and at such time as the arbitrator determines. The award of the arbitrator shall be final and binding on the parties. The Company
shall thereupon pay Executive immediately the amount that the arbitrator orders to be paid in the manner described in the award.
The award may be enforced in any appropriate court as soon as possible after its rendition. If any action is brought to confirm
the award, no appeal shall be taken by any party from any decision rendered in such action.


 


If the arbitrator determines either that Executive
is entitled to the claimed benefits or that the claim by Executive was made in good faith, the arbitrator shall direct the Company
to pay to Executive, and the Company agrees to pay to Executive in accordance with such order, an amount equal to Executive’s
expenses in pursuing the claim, including attorneys’ fees.


 


		22.	Counterparts: This Agreement and any amendment hereto may be executed in one or more
counterparts. All of such counterparts shall constitute one and the same agreement and shall become effective when a copy signed
by each party has been delivered to the other party.



 


		23.	Headings: Section and other headings contained in this Agreement are for convenience
of reference only and shall not affect in any way the meaning or interpretation of this Agreement.



 


		24.	Representation By Counsel; Interpretation: The Company and Executive each acknowledges
that each party to this Agreement has been represented by counsel in connection with this Agreement and the matters contemplated
by this Agreement. Accordingly, any rule of law, including but not limited to Section 1654 of the California civil Code, or any
legal decision that would require interpretation of any claimed ambiguities in this Agreement against the party that drafted it
has no application and is expressly waived. The provision of this Agreement shall be interpreted in a reasonable manner to effect
the intent of the parties.



 






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IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first above written.


 


	 	THE COMPANY:
	 	 
	 	Focus Venture Partners, Inc.
	 	 
	 	/s/ Chris Ferguson
	 	By: Chris Ferguson
	 	Its:  Chief Executive Officer and President
	 	 
	 	EXECUTIVE:
	 	 
	 	/s/ Theresa Carlise
	 	Theresa Carlise


 




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AMENDMENT #1 TO EMPLOYMENT AGREEMENT


 


As of the 1st day of
March (the “Effective Date”), this Amendment #1 to Employment Agreement (“Amendment #1”) is entered into
by and between Focus Venture Partners, Inc., a Nevada corporation (the “Company”), and Theresa Carlise (the “Executive”).


 


RECITALS


 


WHEREAS, the Company
and Executive entered into an employment agreement dated February 1, 2013 (“Employment Agreement”), a copy of which
is attached hereto as Exhibit A; and


 


WHEREAS, the Company
and Executive desire to enter into this Amendment #1 to modify certain terms of the Employment Agreement


 


NOW, THEREFORE, in
consideration of the mutual promises and covenants set forth herein, the parties agree as follows:


 


		1.	Term [section l]: The term shall be extended for one year ending February 28, 2015,
unless earlier terminated as provided herein (the “Term”).



 


		2.	Additional Benefits [sections 6 (a) and severance 7(d)]: In the event that the Company
terminates the Executive “Without Cause” or the Executive Terminates “With Good Reason” of the Employment
Agreement, Company shall pay Executive as the unpaid balance of the Base Salary through February 28, 2015, and COBRA payments for
6 months, which shall be the Company’s sole obligations post-termination “Without Cause” or “With Good
Reason.”



 


		3.	Notices [section 16]: Any notice or other communication provided for in this Agreement
shall be in writing and sent if to the Company to its office at



 


5495 Bryson Drive


Suite 423


Naples, FL 34109


 


if to Executive at


 


[                     ]


[                     ]


 


or at such other address as the Company may from time
to time in writing designate, and if to Executive at such address as Executive may from time to time in writing designate.


 


		4.	Entire Agreement: The terms of this Amendment #1 supersede any conflicting terms
in the Employment Agreement. All other tams of the Employment Agreement shall remain in fall force and effect.



 






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		5.	Amendments: No amendment or modification of the terms of this Amendment #1 or Employment
Agreement Mall be valid unless made in writing and duly executed by both parties.



 


IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first above written.


 


	 	THE COMPANY:
	 	 
	 	Focus Venture Partners, Inc.
	 	 
	 	/s/ Michael Palleschi
	 	By:  Michael Palleschi
	 	Title: CEO
	 	 
	 	EXECUTIVE:
	 	 
	 	/s/ Theresa Carlise
	 	Theresa Carlise


 


		6.	Compensation: (Section 4) Executive shall be paid a base salary (“Base Salary”) at
the annual rate of One Hundred and Seventy Five Thousand Dollars ($175,000), of which $25,000 will be payable in arrears and shall
accrue until such time that additional equity is received. Executive’s Salary will be adjusted to $150,000 annum* upon commencement
of this agreement in semiweekly installments consistent with Company’s payroll practices.



 


Initial here:


 


	The Company: _________________	Executive: __________________________


 




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AMENDMENT #2 TO EMPLOYMENT AGREEMENT


 


As of the 14th day
of May 2014 (the “Effective Date”), this Amendment #2 to Employment Agreement and “Amendment #1” is entered
into by and between Focus Venture Partners, Inc., a Nevada corporation (“FVP”) and FTE Networks, Inc., a Nevada corporation
(the “Company”) and Theresa Carlise (the “Executive”).


 


RECITALS


 


WHEREAS, FVP and Executive
entered into an employment agreement dated February 1, 2013 (“Employment Agreement”), a copy of which is attached hereto
as Exhibit A; and


 


WHEREAS, FVP and Executive
entered into an amendment to the Employment Agreement dated March 1, 2014 (“Amendment #1”), a copy of which is attached
hereto as Exhibit B; and


 


WHEREAS, FVP, the Company
and Executive desire to enter into this Amendment #2 to the Employment Agreement to substitute the Company as the Employer and
modify certain terms of the Employment Agreement.


 


NOW, THEREFORE, in
consideration of the mutual promises and covenants set forth herein, the parties agree as follows:


 


		1.	Duties and Responsibilities [section 2]: In addition to her duties as discussed herein,
Executive shall serve as financial advisor for the Company for the duration of this Agreement .... In performance of executive’s
duties, Executive shall report to and be subject to the direction of the Chief Financial Officer and Chief Executive Officer.



 


		2.	Compensation [section 4] Executive shall be paid a base salary (“Base Salary”)
at the annual rate of One Hundred and Fifty Thousand Dollars ($150,000) and an additional Twenty Five Thousand Dollars ($25,000)
shall be paid at the end of the Term provided the Executive fulfils her obligations under the Agreement.



 


		3.	Entire Agreement: The terms of this Amendment #2 supersede any conflicting terms
in the Employment Agreement and Amendment #1 to the Employment Agreement. All other terms of the Employment Agreement and Amendment
#1 shall remain in full force and effect.



 


		4.	Amendments: No amendment or modification of the terms of this Amendment #2, Amendment
#1 or the Employment Agreement shall be valid unless made in writing and duly executed by both parties.



 


[SIGNATURES ON FOLLOWING PAGE]


 




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IN WITNESS WHEREOF,
the parties have executed this Amendment as of the date first above written.


 


	 	Focus Venture Partners, Inc.
	 	 
	 	/s/ Michael Palleschi
	 	By: Michael Palleschi
	 	Title:  CEO
	 	 
	 	THE COMPANY:
	 	 
	 	FTE Networks, Inc.
	 	 
	 	/s/ Michael Palleschi
	 	By: Michael Palleschi
	 	Title:  CEO
	 	 
	 	EXECUTIVE:
	 	 
	 	/s/ Theresa Carlise
	 	Theresa Carlise


 






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