Exhibit
4.9


 


EMPLOYMENT
AGREEMENT


 


THIS EMPLOYMENT
AGREEMENT (the “Employment Agreement” or “Agreement”) is entered into as of
this 31st day of August, 2004, between Low Carb Creations, Inc., a
Washington corporation (the “Company”), Cascade Sled Dog Adventures, Inc., a
Nevada corporation (“Parent”) and Linda Langdon (the “Employee”).


 


RECITALS:


 


WHEREAS, in August 2004, the Company, Sunset
Brands, Inc. and Parent and the shareholders of the Company entered into an
Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which the
Company would merge with and become a wholly-owned subsidiary of Parent and
each shareholder of the Company would become a shareholder of Parent (the
“Merger”);


 


WHEREAS, upon
consummation of the Merger (the “Effective Date”), the Company desires to
employ Employee in the position of Executive Vice President, Product
Development;


 


WHEREAS, pursuant
to the terms of the Merger Agreement, effective as of the Effective Date,
Parent will appoint Employee as the Executive Vice President, Product
Development of Parent; and


 


WHEREAS, the
Company and Employee wish to replace and supersede any and all previous
employment agreements entered into between Employee and the Company.


 


NOW, THEREFORE,
the parties to this Agreement, intending to be legally bound, agree as follows:


 


1.                                       Employment.  As of the Effective Date, the Company hereby
agrees to employ Employee, and Employee accepts such employment and agrees to
perform her duties and responsibilities under this Agreement, in accordance
with the following terms and conditions. 
Employee agrees that her employment shall be on an “at will” bases
(subject to the provisions of Section 3.3 hereof regarding severance).


 


1.1.                              Duties
and Responsibilities.


 


(a)                                  Beginning
on the Effective Date, and thereafter until this Employment Agreement or
Employee’s employment terminates, Employee shall be employed by the Company as
its Executive Vice President, Product Development.  In such capacity, Employee shall have such
powers and duties reasonably related to and consistent with such position and
the terms of this Agreement as may be assigned to her by  the
Chief Executive Officer, President or the Board of Directors of the Company.


 


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(b)                                 Employee
represents to the Company that she is not subject to or a party to any
employment agreement, non-competition covenant, understanding or restriction
which would prohibit Employee from executing this Agreement and performing
fully her duties and responsibilities hereunder.


 


(c)                                  As
part of her duties hereunder Employee shall, upon request of the Board of
Directors of Parent or the Company, serve as an officer and/or director of
Parent and/or any other subsidiaries of Parent. 
Notwithstanding such service, unless otherwise agreed by Employee and
Parent, Employee shall be deemed an employee of the Company and not of such
other entities.


 


1.2.                              Extent
of Service.  Employee agrees that
during the period of her employment hereunder she shall devote substantially
all of her business time, attention and skills to the business and affairs of
the Company, Parent and its subsidiaries; provided, however, that the foregoing
shall not be construed as preventing Employee from making investments in
publicly traded companies in an amount not to exceed one percent (1%) of the
total outstanding stock of such company. 
Notwithstanding the foregoing, Employee (i) may participate in the
ownership and operation of existing businesses owned by her, including the
ownership and operation of existing retail stores that sell low-carbohydrate
products; (ii) may provide services as a volunteer or director to charitable,
educational or civic organizations; (iii) may act as a member, director or
officer of any industry trade association or group; (iv) may serve as a member
of the board of directors of one company other than the Company, provided that
the company is not a company in direct or indirect competition with the
Company’s business; and (v) may serve as a trustee, director or advisor to any companies
or trusts owned or operated by members of Employee’s family;  provided in all cases that Employee gives
prior notice to the Board of Directors of the Company and Parent and the
aggregate of such service does not interfere with the performance of Employee’s
duties to the Company as required under this Agreement.


 


1.3.                              Salary.  For all of the services rendered by Employee
hereunder, Employee’s annual base salary shall be $125,000, payable in
accordance with the Company’s ordinary payroll practices (but in any event no
less often than monthly).  Such base
salary shall not be reduced during the term of this Agreement without the
express written consent of Employee. 
Employee shall not be entitled to any additional compensation for her
services as a director or officer of LCC, Parent or any of their respective
subsidiaries.


 


1.4.                              Benefits.  During the term of employment Employee shall
be provided such benefits and be permitted to participate in all fringe benefit
plans made available to employees of the Company generally and to executives of
the Company which, from time to time at the Company’s discretion may be
provided.


 


1.5                                 [Reserved]


 


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1.6                                 Bonuses
.. Employee shall be eligible for annual discretionary bonuses in an amount and
on such terms as may be approved by the Board of Directors of the Company and
shall be eligible to participate in any bonus plan approved by the Board of
Directors for executives of the Company with the nature and extent of such participation
to be determined by the Board of Directors in its discretion.


 


2.                                       Expenses.  The Company shall reimburse Employee on a
timely basis for all ordinary and necessary business expenses incurred in the
discharge of her duties and responsibilities under this Agreement, in line with
Company policy and in accordance with the Company’s expense approval procedures
then in effect upon presentation to the Company of an itemized account and
appropriate written proof of such expenses.


 


3.                                       Term
and Termination.


 


3.1.                              Generally.  This Agreement shall commence on the
Effective Date and continue for a period of one (1) year.  The term of this Agreement will automatically
renew for successive one (1) year terms, unless written notice is given by
either party that such party desires to terminate the Agreement.   Notwithstanding the foregoing, this
Agreement may be terminated at any time (i) immediately by the Company for
Cause pursuant to Section 3.2; or (ii) by the Company without Cause subject to
Section 3.3.


 


3.2.                              Termination
by Company for Cause.  The term Cause
shall mean (i) Employee’s material breach of this Agreement or failure or
refusal to render services to the Company in accordance with Employee’s
obligations under this Agreement, provided that if Employee’s breach, failure
or refusal is capable of remedy, Cause shall exist if Employee fails to cure
such breach, failure or refusal within a reasonable period of time not to
exceed thirty (30) business days or if such breach, failure or refusal is
timely cured, Employee repeats such breach, failure or refusal; (ii)  negligence in the performance of Employee’s
duties which results in or could reasonably be expected to harm or prejudice
the Company in any material respect, (iii) excessive absenteeism, willful misconduct
or repeated insubordination or failure to perform duties reasonably requested
of her by the Board of Directors or Chief Executive Officer of the Company,
(iv) the commission by Employee of an act of fraud or embezzlement against
Parent, the Company or any subsidiaries thereof, or the commission by Employee
of any other bad faith action which can be reasonably anticipated to injure the
Company;  (v) an act of moral turpitude
by Employee; or (vi) Employee’s having been convicted of , or pleading  nolo contendere to,
a felony (other than traffic offenses which do not bring Employee or the
Company into disgrace or disrepute). 
Employee acknowledges that the events described in Sections 3.2(ii)
through (vi) shall be deemed incapable of remedy.


 


3.3                               Severance.


 


(a)                                  In
addition to any accrued, declared but unpaid base salary and bonus earned
through the date of termination of employment, which shall be payable to
Employee regardless of the reasons for such termination, if Employee’s
employment under this Agreement is terminated by the Company for other than
Cause, then Employee shall be entitled


 


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to receive her salary until the scheduled expiration of this Agreement
(the “Severance Benefit”); provided, however, that during such time Employee
shall seek other employment and any compensation received from such other
employment shall be offset against any Severance Benefit.


 


(b)                           Notwithstanding
anything in this Agreement to the contrary, Employee shall not be entitled to
any of the Severance Benefit described herein if (i) in the event of a Change
of Control (A) Employee is offered Comparable Employment by a Successor Company
(as defined below); or (B) Employee accepts employment with a Successor Company
(other than transition services that may be requested of Employee by the
Successor Company), regardless of whether that employment constitutes
Comparable Employment or (ii) if Employee accepts employment with another
company on comparable terms following termination for other than Cause.  The term “Successor Company” means, upon a
Change of Control, a successor to the Company as a result of the acquisition of
securities, a merger, liquidation, reorganization, consolidation or sale of
assets of the Company, or otherwise a successor to the Company as a result of
the Change of Control.  Severance
benefits shall be payable only upon Employee’s termination of employment with
the Company as provided herein.  In no
event shall the Company have any liability for severance with respect to
Employee’s termination of employment with a Successor Company.    For purposes of this Agreement, “Comparable
Employment” shall mean an offer to continue this Agreement for the remaining
term, or an offer for a new contract incorporating substantially all of the
terms of this Agreement as they would apply as of the date of the closing of a
transaction which constitutes a Change of Control, including, at least,
Employee’s then current base salary, formula bonus, perquisites and benefits.


 


(c)                                The
Company shall have the option of paying any payment under this Section 3.3
either in accordance with the Company’s then-current payroll practices or in a
lump sum.  If the Company elects to pay
in accordance with the Company’s then-current payroll practice, the Company
will continue to pay its share of the Employee’s group health coverage for the
period during which payments are made, consistent with the terms of the
applicable group health coverage plan(s). If the Company elects to make a lump
sum payment, Employee will be responsible for the costs associated with any
continuation of group health coverage, including COBRA.  In the event of Employee’s death, payment
under this Section shall be made by lump sum.


 


3.4.                              Definition
of Change of Control.  A “Change of
Control” with respect to the Company shall be deemed to have occurred at the
time of the earliest to occur of the following:


 


(a)                            any
“person” as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (“Exchange Act”) (other than the Company, any
trustee or other fiduciary holding securities under an employee benefit plan of
the Company, or any company owned, directly or indirectly, by the share owners
of the Company in substantially the same proportions as their ownership of
stock of the Company) is or becomes the


 


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“beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly (through
a plan of reorganization or otherwise), of securities of the Company
representing 50% or more of the combined voting power of the Company’s then
outstanding securities;


 


(b)                           the
share owners of the Company approve (or, if share owner approval is not
required, the consummation of) a merger or consolidation of the Company with
any other company, other than (1) 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) more than 50% of the combined
voting power of the voting securities of the company or such surviving entity
outstanding immediately after such merger or consolidation, or (2) a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no “person” (as defined in (a) above) acquires
more than 50% of the combined voting power of the Company’s then outstanding
securities; or


 


(c)                            the
share owners of the Company approve (or, if share owner approval is not
required, the consummation of) a plan of liquidation of the Company or a sale
or disposition by the Company of all or substantially all of the Company’s
assets.


 


4.                                       Covenant
Not to Compete.


 


(a)                            In addition
to any non-competition agreement entered into by Employee in connection with
the Merger, in the event this Agreement is terminated (for reasons other than
the expiration of its term) the Employee agrees, for a period of 18 months (the
“Restricted Period”) not to, without the prior written consent of the Board of
Directors of Parent, for whatever reason, own, manage, control, operate, invest
or acquire an interest in, become employed by, interested in, associated with,
or otherwise engaged in, or act on behalf of any trade or business that is in
“Competition” (as defined below) with the business conducted by the Company in
the United States.


 


(b)                           The
trades, businesses or activities that are or would be in “Competition” with the
business of the Company include, but are not limited to: (1) the direct or
indirect ownership of or other participation in the design, manufacture, sale
or distribution of low-carbohydrate, natural or health-oriented food and
beverage products; (2) employment or other engagement in a management or
consulting position that includes responsibility for oversight of the design,
manufacture, sale or distribution of low-carbohydrate, natural or
health-oriented food and beverage products.


 


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(c)                            Nothing
in the preceding Sections 4(a) or (b) shall be construed to preclude Employee
from being employed by a competitor of the Company in a position not involving
any direct or indirect services by Employee by, for or on behalf of any
division, unit or enterprise which is engaged in competitive activities with
the business of the Company.  Without
limiting the generality of the foregoing, for the avoidance of doubt, the
Parties agree that Sections 4(a), (b) and (c) preclude Employee, during the
Restricted Period, from participating in the design, production, sale,
licensing or distribution of products or product distribution systems that are
competitive with the business of the Company.


 


(d)                           It is
specifically agreed and understood that because of the nature of the business,
the duration and geographic scope of the covenants set forth in this Section
4  (the “Restrictive Covenants”) are
reasonable.  However, in furtherance of
the provisions of this Section 4 and subsections hereunder, the Parties agree
that in the event a court should decline to enforce all of the Restrictive
Covenants, or any part thereof, the other Restrictive Covenants and the
remainder of any of the Restrictive Covenants so impaired shall not thereby be
affected and shall be given full effect, without regard to the invalid
portions.  If any court determines that
any of the Restrictive Covenants or any parts thereof are unenforceable because
of the duration or scope thereof, such court shall have the power to reduce the
duration or scope, as the case may be and such Restrictive Covenants shall then
be enforceable in their reduced form.


 


5.                                       Nonsolicitation.


 


(a)                            During
the Restricted Period, Employee will not, directly or indirectly (i) employ or
retain, or arrange to have any other person or entity recruit, solicit, employ
or retain, any person who was employed or retained by the Company as an
employee, consultant or agent at any time during Employee’s employment with the
Company; or (ii) influence or attempt to influence any such person to terminate
or modify his/her employment arrangement or other relationship with the
Company.


 


(b)                           During
the Restricted Period, Employee will not advertise or otherwise promote any
business (or any corporation, firm or enterprise carrying on business) in
Competition with the Company.


 


(c)                            During
the Restricted Period, Employee will not, directly or indirectly, solicit,
divert or take away, or attempt to divert or take away, the business or
patronage of any of the clients, customers or accounts, or prospective clients,
customers or accounts, of the Company.


 


6.                                       Confidentiality.


 


(a)                            Employee
recognizes that as an employee of the Company, she will occupy a position of
trust with respect to “Confidential Information.”  The “Confidential Information” protected by
this Section 6 and subsections hereunder means all business information of any
nature or in any form not generally known (at the time concerned) to persons


 


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engaged in business
similar to the business conducted or contemplated by the Company, Parent or its
subsidiaries (other that by the act or acts of a person not authorized by the
Company to disclose such information) and which relates to any aspect of the
present or past business of the Company, its affiliates or any of their
predecessors or any of their future plans and strategies.  Confidential Information includes, but is not
limited to policies, processes, products, reports, analyses, memoranda, component
lists, developments, projects, distribution systems, work processes, known-how
and other facts relating to sales, advertising, promotions, financial matters,
pricing policies and price lists, customers, customer lists, potential
purchasers and sellers, customer’s purchases or requirements, information
systems, corporate policies and other trade secrets.


 


(b)                           While
Employee is employed by the Company, Parent or any of its subsidiaries, and at
all times following the termination of her employment, the Employee will keep
all Confidential Information in strictest confidence.   Furthermore, without the prior written
consent of the Company, unless otherwise required in the performance of her
duties hereunder or ordered by any court of law, Employee will not divulge
Confidential Information to any third party or use it for the benefit of
himself or any third party or for any purpose other than the exclusive benefit
of the Company or its affiliates.


 


(c)                            Upon
the termination of Employee’s employment for any reason, Employee, at the
expense of the Company, will promptly return all Confidential Information to
the Company.  The material to be returned
includes, but is not limited to any and all copies of the records, materials,
memoranda and other data constituting or pertaining to the Confidential Information
that were prepared by the Company, Employee or any other person.


 


(d)                           Employee
agrees that following any termination or cessation of her employment by the
Company, Employee shall not disclose or cause to be disclosed any negative,
adverse or derogatory comments or information about the Company of its
management or about any product or service provided by the Company, or about
the Company’s prospects for the future (including any such comments or
information with respect to affiliates of the Company) provided, however,
that nothing in this Section 6 and subsections thereunder shall be construed to
limit Employee’s ability to enforce her rights under this Agreement or to
contest  any claim made against Employee
under this Agreement.  The Company and/or
any of its subsidiaries and affiliates may seek the assistance, cooperation or
testimony of Employee following any such termination in connection with any
investigation, litigation or proceeding arising out of matters within the
knowledge of Employee and related to Employee’s position as an officer or
employee of the Company, and in such instance, Employee shall provide such
assistance, cooperation or testimony, and the Company shall pay the Employee’s
reasonable costs in connection therewith.


 


7.                                     [Reserved]


 


8.                                       Survival.  Notwithstanding the termination or expiration
of this Agreement pursuant to Section 3 or otherwise, the Company’s obligations
under Sections 3, 4, 5, and 6  hereof
shall remain in full force and effect for the periods therein provided.


 


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9.                                       Governing
Law.  This Agreement shall be
governed by and interpreted under the laws of the State of California, without
giving effect to the principles of conflicts of laws thereof.


 


10.                                 Notices.  All notices and other communications required
or permitted hereunder or necessary or convenient in connection herewith shall
be in writing and shall be deemed to have been given when hand-delivered,
mailed by registered or certified mail (three days after deposited), faxed
(with confirmation received) or sent by a nationally recognized courier
service, as follows (provided that notice of change of address shall be deemed
given only when received):


 


If to the Company, to:


 


Board of Directors

Sunset Brands, Inc.

(formerly known as Cascade Sled Dog Adventures, Inc.)

10990 Wilshire Blvd., Suite 1220

Los Angeles, CA 90024


 


With a required copy to:


 


Robert M. Steinberg, Esq.

Jeffer, Mangels, Butler & Marmaro

1900 Avenue of the Stars

7th Floor

Los Angeles, California, 90067


 


If to Employee, to:


 


Linda Langdon

1501 SE 113th Street

Vancouver, Washington 98664


 


or to such other names and addresses as the Company or Employee, as the
case may be, shall designate by notice to each other person entitled to receive
notices in the manner specified in this Section.


 


11.                                 Contents
of Agreement.


 


11.1.                        This Agreement supersedes all
prior employment agreements between the Company and Employee and sets forth the
entire understanding between the parties hereto with respect to the subject matter
hereof.  This Agreement may not be
changed, modified, extended or terminated except upon written amendment
executed by Employee and the Company.


 


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11.2.                        Employee acknowledges that from
time to time the Company or its affiliates may establish, maintain and
distribute employee manuals or handbooks or personnel policy manuals, and
officers or other representatives of the Company may make written or oral
statements relating to personnel policies and procedures.  Such manuals, handbooks and statements are
intended only for general guidance.  No
policies, procedures or statements of any nature by or on behalf of the Company
(whether written or oral, and whether or not contained in any employee manual
or handbook, as the same may exist from time to time, or personnel policy
manual), and no acts or practices of any nature, shall be construed to modify
this Agreement or to create express or implied obligations of any nature to
Employee or to impose any such obligations on Employee in conflict with or in
any manner inconsistent with the provisions of this Agreement.


 


11.3.                        All of the terms and provisions
of this Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective heirs, executors, administrators, legal
representatives, successors and assigns of the parties hereto, except that the
duties and responsibilities of Employee hereunder are of a personal nature and
shall not be assignable or delegable in whole or in part by Employee, and the
Company may not transfer or convey its rights hereunder to any third party
other than an affiliate of the Company without the prior express written
consent of Employee except as provided herein, which consent shall not be
unreasonably withheld.


 


11.4.                        The language of this Agreement
shall be construed in accordance with its fair meaning and not for or against
any party.  The parties acknowledge that
each party and its counsel have reviewed and had the opportunity to participate
in the drafting of this Agreement and, accordingly, that the rule of
construction that would resolve ambiguities in favor of non-drafting parties
shall not apply to the interpretation of this Agreement or any portion of this
Agreement.


 


12.                                 Severability.
If any provision of this Agreement or application thereof to any person or
circumstance is held invalid or unenforceable in any jurisdiction, the
remainder of this Agreement, and the application of such provision to such
person or circumstances in any jurisdiction, shall not be affected thereby, and
to this end the provisions of this Agreement shall be severable.


 


13.                                 Arbitration.
In the event of any controversy, dispute or claim arising out of or related to
this Agreement or Employee’s employment by the Company, the parties shall
negotiate in good faith in an attempt to reach a mutually acceptable settlement
of such dispute.  If negotiations in good
faith do not result in a settlement of any such controversy, dispute or claim,
it shall be finally resolved by expedited binding arbitration, conducted in Los
Angeles, California, in accordance with the National Rules of the American
Arbitration Association governing employment disputes and applicable law.  Nothing is this Section 13 shall be deemed to
limit, compromise or affect the Company’s right to seek and/or obtain
appropriate injunctive and/or other equitable relief from a court of competent
jurisdiction.


 


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14.                                 Remedies
Cumulative; No Waiver.  No remedy
conferred upon the Company or Employee by this Agreement is intended to be
exclusive of any other remedy, and each and every such remedy shall be
cumulative and shall be in addition to any other remedy given hereunder or now
or hereafter existing at law or in equity. 
Except as specifically provided in this Agreement, no delay or omission
by the Company in exercising any right, remedy or power hereunder or existing
at law or in equity shall be construed as a waiver thereof, and any such right,
remedy or power may be exercised by the Company from time to time and as often
as may be deemed expedient or necessary by the Company in its sole discretion.


 


15.                                 Power
and Authority.  The Company
represents that it has the power and authority to enter into this Agreement.


 


16.                                 Withholding.  All payments under this Agreement shall be
made subject to applicable tax withholding, and the Company shall withhold from
all payments under this Agreement all federal, state and local taxes that the
Company is required to withhold pursuant to any law or governmental rule or
regulation.


 


17.                                 Miscellaneous.  All section headings are for convenience
only.  This Agreement may be executed in
several counterparts, each of which is an original.


 


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IN WITNESS
WHEREOF, the undersigned, intending to be legally bound, have executed this
Employment Agreement as of the date set forth above.


 


LOW CARB CREATIONS, INC.


 


 


	
  By:

  	
  /s/ Dan Langdon

  	
   

  	
   

  
	
  Name: Dan Langdon

  	
   

  
	
  Title: President

  	
   

  
	
   

  	
   

  
	
  CASCADE SLED DOG
  ADVENTURES, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Todd Sanders

  	
   

  	
   

  
	
   

  	
  Todd Sanders, Chief
  Executive Officer

  
	
   

  	
   

  
	
  /s/ Linda Langdon

  	
   

  	
   

  
	
  LINDA LANGDON

  	
   

  



 


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