exhibit_10-3.htm


    Exhibit
      10.3

    
 

    EMPLOYMENT
      AGREEMENT

    


    


    EMPLOYMENT
      AGREEMENT dated as of the
      31st day of
      May, 2005, between Humana Trans Services Holding Corp. a
      Delaware corporation, doing business at 7466 New Ridge Road, Suite 7, Hanover,
      Maryland 21076 (hereinafter referred to as the “Company”) and Allan
      Hartley, residing at 71 Alba Road, Wellesley, MA 02481
      (“Hartley”).

     

    WITNESSETH:

     

    WHEREAS,
      the Company
      has purchased the business plan, model, concept, intellectual property concept
      of Hartley for AccountAbilities, Inc., and desires to formalize its relationship
      with Hartley and Hartley wishes to formalize his relationship with the Company;
      and

     

    WHEREAS,
      Hartley is willing to formalize his relationship with the Company on the terms
      and subject to the conditions contained herein.

     

    NOW,
      THEREFORE, the parties have agreed to the following:

     

    1.           Employment.  The
      Company agrees to appoint Hartley as President of the Accounting Division
      (AccountAbilities, Inc., or any such subsidiary of the Company doing
      substantially the business to be conducted by said named subsidiary) of the
      Company.

     

    2.           No
      Breach of Obligations.  Hartley represents and warrants to the
      Company that he will use his best efforts to perform those duties attendant
      to
      the position for which he is hired and that his entry into this Agreement with
      the Company does not constitute a breach of any agreement with any other person,
      firm or corporation, nor does any prior agreement between Hartley and any
      person, firm or corporation contain any restriction or impediment to the ability
      of Hartley to perform those duties for which he was hired, or which may be
      assigned to, or reasonably expected of him.

     

    3.           Services.  During
      the full term of this Agreement, Hartley shall perform to the best of his
      abilities the following services and duties, in such manner and at such times
      as
      necessary to benefit the Company.


    
      
         

      

      
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    4.           Exclusivity.  Hartley
      agrees that during the term of this Agreement he will impart and devote the
      necessary time, energy, skill and attention to the performance of his duties
      hereunder.  This paragraph shall not exclude Hartley from devoting
      part of his time to other firms, as long as they are in non-competitive fields
      of endeavor, or making investments in business ventures outside the general
      area
      of the Human Resources Industry.

     

    5.           Place
      of Performance.  Hartley agrees to perform his duties hereunder
      and agrees to the extent that it has been determined necessary and advisable,
      in
      his discretion, to travel to any place in the United States, or to a foreign
      country, where his presence is or may reasonably be required for the performance
      of his duties hereunder.

     

    6.           Compensation.  The
      Company hereby agrees to compensate Hartley; and Hartley hereby accepts for
      the
      performance of the services of Chairman of the Company, as indicated
      below:

     

    
      	
              a.)

            	
              Fees.  Subject
                to review and upward adjustment from time to time by the Board of
                Directors, the Company shall pay to Hartley a salary of ONE HUNDRED
                TWENTY
                THOUSAND DOLLARS ($120,000.00), based on a annual period, for the
                term of
                this Agreement, which is to be SIX MONTHS, with a renewal period
                as set
                forth below, at a rate of TEN THOUSAND DOLLARS per month.  The
                base salary will increase to $150,000 a year once the Division has
                three
                months of profitability;

            


    

    


    
      	
              b.)

            	
              Vacation.  Hartley
                shall be entitled to a total of two (2) weeks vacation in a twelve-month
                period, commencing with the execution date of this Agreement, or
                as
                determined by the Board of
                Directors;

            


    

    


    
      	
              c.)

            	
              Stock
                Grant.  Hartley shall be issued TWO HUNDRED FIFTY THOUSAND
                SHARES (250,000) of common stock of the
                Company;

            


    

    


    
      	
              d.)

            	
              Bonus.  Hartley
                shall be entitled to participation in any special incentive compensation
                plan approved by the Board of
                Directors:

            


    

    


    
      	
              e.)

            	
              Insurance
                and Medical Benefits.  The Company shall provide Hartley
                with Health and other benefit plans as approved by the Board of Directors
                and equal to those available to its other executives, if offered
                and in
                existence; and

            


    

    


    
      	
              f.)

            	
              Other.  Hartley
                shall be entitled to any other benefits as approved by the Board
                of
                Directors for his position in the
                Company.

            


    


    
      
         

      

      
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    7.           Representation
      and Warranties of Hartley.  By virtue of his execution hereof, and
      in order to induce the Company to enter into this Agreement, Hartley hereby
      represents and warrants, as follows:

     

    
      	
              a.)

            	
              Hartley
                is not presently actively engaged in any business, employment or
                venture,
                which is, or may be, in direct conflict with the business of the
                Company;

            


    

    


    
      	
              b.)

            	
              Hartley
                has full power and authority to enter this Agreement with the Company
                and
                to perform in the time and manner contemplated;
                and

            


    

    


    
      	
              c.)

            	
              Hartley’s
                compliance with the terms and conditions of this Agreement, in the
                time
                and the manner contemplated herein, will not conflict with any instrument
                or agreement pertaining to the transaction contemplated herein, and
                will
                not conflict in, result in a breach of, or constitute a default under
                any
                instrument to which he is a party;

            


    

    


    
      	
              d.)

            	
              Hartley
                represents that he shall devote his best efforts to the success of
                the
                Company.

            


    

    


    8.           Representation
      and Warranties of the Company.  By virtue of the execution of this
      Agreement, the Company hereby represents and warrants to Hartley as
      follows:

     

    
      	
              a.)

            	
              The
                Company and Hartley agree that Hartley shall receive reimbursement
                for all
                reasonable expenses incurred by Hartley in connection with the performance
                of his duties hereunder subject to compliance with the Company’s
                procedures; and the Company shall pay to Hartley directly, or reimburse
                Hartley for all other reasonable necessary and proven expenses and
                disbursements incurred by Hartley for and on behalf of the Company
                in the
                performance of Hartley’s duties during the term of this Agreement;
                and

            


    

    


    
      	
              b.)

            	
              The
                Company shall indemnify Hartley against any and all claims arising
                out of
                this Agreement, other than a breach of fiduciary duty or fraudulent
                actions of Hartley.

            


    

    


    9.           Proprietary
      Rights.  Hartley shall at no time before or after the termination
      of his employment hereunder use or divulge or make known to anyone without
      the
      express written consent of the Board of Directors of the Company (except to
      those duly authorized by the Company to have access thereto), any marketing
      systems, programs or methods, customer or client lists, computer program
      configurations, secrets, processes or technical, or other information of the
      Company, or any accounts, customer or client lists, transactions or business
      affairs of the Company.  All ideas, marketing systems, computer
      programs, configurations, system or procedures, program or methods,
      formulae,


    
      
         

      

      
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    inventions,
      discoveries, improvements, secrets or processes, whether or not patentable
      or
      copyrightable, made or developed by Hartley during the term of this Agreement,
      or within three (3) years after its expiration or termination, and relating
      to
      the business of the Company, shall be the exclusive right of the Company,
      whether or not any claim of Hartley to compensation under Paragraph 6 hereof
      has
      been, or will be satisfied, and Hartley agrees to provide the Company at its
      request to perfect, enforce and maintain the Company’s right to such
      property.  At the conclusion of his employment by the Company, Hartley
      shall forthwith surrender to the Company all letters, brochures, agreements
      and
      documents of every character relating to the business affairs and properties
      of
      the Company then in his possession and shall not, without the Company’s prior
      written consent retain or disclose any copies thereof.

     

    10.           Competition.

    a.)           During
      the term of this Agreement, or upon the termination of his employment, whichever
      event shall occur earlier, and for a period of twenty-four (24) consecutive
      months thereafter, Hartley shall not, without the prior written consent of
      the
      Company engage, either as a Consultant, Agent, Proprietor, Officer, Director,
      Partner or majority stockholder in the business directly related to that of
      the
      Company.

    b.)           Hartley
      further covenants that during the stated term of this agreement, and for the
      twelve (12) month period thereafter, whichever shall occur earlier, he will
      not
      solicit any clients or customers known by him to be clients or customers of
      the
      Company for competitive business.  The foregoing restrictions shall
      not apply to a termination of Hartley’s employment by the Company without cause,
      or a termination of the employment by Hartley because of a breach of the
      Agreement by the Company or sale of the Company to an unrelated
      party.

     

    11.           Term
      and Termination.

    a.)           This
      Agreement shall be deemed to be effective as of the date indicated above and
      shall continue in full force and effect until the last day of November 2005,
      unless sooner terminated as hereunder set forth.  This Agreement shall
      be renewed for an additional period of one (1) year, unless the Board of
      Directors determines not to renew this Agreement, Hartley notifies the Board
      of
      Directors of his desire not to renew the Agreement, or the Company reaches a new
      agreement with Hartley, or either party


    
      
         

      

      
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    notified
      the other at a minimum of thirty (30) days prior to the termination of the
      Agreement.

    b.)           Termination
      by the Company for Cause.

    1)           The
      Company may terminate Hartley’s employment for Cause.  Upon such
      termination, the Company shall have no further obligations to Hartley, except
      for compensation, or other benefits due, buy not yet paid.

    


    2)           “Cause”
      shall mean:  (i) Hartley’s willful and continued failure substantially
      to perform his duties with the Company (other than as a result of Hartley’s
      incapacity due to illness or injury), if Hartley is not then acting in the
      best
      interests of the Company, as determined by the Board of Directors, or (ii)
      Hartley’s willful engagement in misconduct which is materially injurious to the
      Company, monetary or otherwise.

    


    3)           Termination
      for Cause shall be effectuated only if the Company has delivered to Hartley
      a
      copy of “Notice of Termination”, which gives Hartley at least fifteen (15)
      business days prior notice detailing what conduct Hartley was guilty and
      specifying the particulars thereof in detail.

    


    12.           Date
      of Termination.  “Date of Termination” shall mean the date on
      which a “Notice of Termination” is given.

     

    13.           Successors;
      Binding Agreement.

     

    
      	
              a.)

            	
              The
                Company shall require any purchaser of all the business of the Company,
                by
                agreement or form and substance satisfactory to RS, to assume and
                agree to
                perform this Agreement in the same manner and to the same extent
                that the
                Company would be required to perform, if no such purchase had taken
                place.  As used in this Agreement, “Company” shall mean the
                Company as hereinafter defined, and any successor to its business,
                or
                assets, which executes becomes bound by all the terms and provisions
                of
                this Agreement by operation of law.

            


    

    


    
      	
              b.)

            	
              This
                Agreement shall inure to the benefit of and to be enforceable by
                Hartley’s
                personal or legal representative, executors, administrators, successors,
                heirs, distributees, devisees and legates.  If Hartley should
                die while any amount would still be payable to him hereunder if Hartley
                had continued to live, all such amounts, unless otherwise provided
                herein,
                shall be paid in accordance with the terms of this Agreement with
                the
                terms of the Agreement to Hartley’s devisee, legatee or other designee, or
                if there be no designee, to his
                estate.

            


    

    


    14.           Governing
      Law.  This Agreement is being delivered in the State of New York
      and shall be construed and enforced in accordance with the Laws of the State
      of
      New York, irrespective of the state of incorporation of the Company and the
      place of domicile of Hartley.  Hartley consents to the jurisdiction of
      the courts of the State of New York.

     

     

    
      
         

      

      
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    15.    Prohibition
      Against Assignment.  Except as herein above otherwise expressly
      provided, Hartley agrees on behalf of himself and of his executors and
      administrators, heirs, legates, distributes, and any other person, or persons
      claiming benefits under him by virtue of this Agreement and the rights,
      interests and benefits hereunder, shall not be assigned, transferred, pledged
      or
      hypothecated in any way by Hartley or any executor, administrator, heir,
      legatee, distribute or other persons claiming under Hartley by virtue of the
      Agreement and shall not be subject to execution, attachment or similar
      process.  Any attempted assignment, transfer, pledge or hypothecation,
      or other dispositions of this Agreement of such rights, interests and benefits
      contrary to the foregoing provisions, or the levy of any attachment or similar
      process thereupon shall be null and void and without effect.

     

    16.           Final
      Agreement.  This Agreement represents the Final Agreement between
      the parties and supercedes all previously executed Agreements and all verbal
      representations made by any of the parties or their agents or their
      employees.

     

    17.           Changes.  The
      parties agree that no changes will be made to this executed Agreement except
      in
      writing, initialed by both parties and attached to this document.

    IN
      WITNESS WHEREOF, the parties have
      executed this Agreement as of the 31st day of
      May
      2005.

    


    Dated
      as
      of the date first indicated above and is agreed to by:

     

    
      	 Humana
              Trans Services Holding Corp.	 	 	 	 
	
              /s/
                James W.
                Zimbler, V.P.

            	 	 	
              /s/
                Allan
                Hartley

            	 
	
              Name:
                James W.
                Zimbler

            	 	 	
              Name: 
Allan
                Hartley 

            	 
	
              Title:
                Vice
                President 

            	 	 	
               

            	 


    

     

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