Exhibit
10.1


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


This
Agreement, dated as of March 1, 2008 (the "Effective Date"), is between Quest Patent Research Corporation, a
Delaware corporation, (the "Company") and Burton Goldstein, an individual ("Employee").


 


1.Term:
The Company shall employ Employee for the period (the "Term") commencing on the Effective Date and ending upon the earlier
of (i) the seventh anniversary of the Effective Date; or (ii) the date upon which Employee's employment is terminated in accordance
with Section 5.


 


2.Position
and Responsibilities


 


2.A.Position:
Employee is employed by the Company to render services to the Company in the position of Chairman of the Board of Directors Employee
shall perform such duties and responsibilities as are normally related to such position in accordance with the standards of the
industry and any additional duties now or hereafter assigned to Employee by the Board of Directors. Employee shall abide by the
Company's rules, regulations, and practices as they may from time-to-time be adopted or modified.


 


2.B.Other
Activities: Except upon the prior written consent of the Company, Employee will not, during the Term, engage, directly or indirectly,
in any other business activity (whether or not pursued for pecuniary advantage) that might interfere with Employee's duties and
responsibilities hereunder or create a conflict of interest with the Company. During the Term, Employee shall devote a substantial
amount of his business time and attention to the Company except for such time as Employee shall devote to his other separate non-conflicting
business interests.


 


2.C.No
Conflict: Employee represents and warrants that Employee's execution of this Agreement, his employment with the Company, and the
performance of his proposed duties under this Agreement shall not violate any obligations Employee may have to any other employer,
person or entity, including any obligations with respect to proprietary or confidential information of any other person or entity.


 


3.Compensation
and Benefits


 


3.A.Base
Salary: In consideration of the services to be rendered under this Agreement, the Company shall pay Employee a salary at the rate
of two hundred thousand ($200,000) Dollars per year ("Base Salary"). The Base Salary shall be paid as funds are available
in accordance with compensation policies to be determined by the Company from time to time.. Employee's Base Salary will be reviewed
at least annually in accordance with the Company's established procedures for adjusting salaries for similarly situated employees
and may be increased in the sole discretion of the Company's Compensation Committee. The Base Salary may not be decreased, except
upon a mutual written agreement between the parties. Unpaid salary under this agreement shall be accrued until paid.








 






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3.B.Signing
Bonus: As a signing bonus, and as consideration for Employee's deference of base salary until such time as the company is in a
position to pay such salary, the Company shall transfer to Employee 5,000,000 cashless Warrants of the Company's Common Stock,
with a strike price of $0.004 per share, said Warrants to expire on the expiration date of this Employment Agreement. Said Warrants
shall be considered fully vested as of the execution date of this Employment Agreement.


 


3.C.Regular
Bonus: Employee shall be entitled to receive an annual bonus from a bonus pool to be established by the Company for certain key
employees. The amount of the bonus pool as well as Employee's bonus shall be determined on an annual basis by the Board of Directors
but it is anticipated that Employee's bonus shall not be less than fifty thousand ($50,000) dollars.


 


3.D.Stock
and Stock Options: Employee currently owns Common Stock and/or Preferred Stock in the Company. The Company's Compensation Committee,
in its sole discretion, may grant Employee one or more stock, stock options, warrants or other equity rights.


 


3.E(1)
Employee Representations: In connection with the Warrants in the Common Stock to be granted to Employee pursuant to Section 3.B
and any future grants of stock, stock options, warrants or other equity rights pursuant to this Section 3.D, Employee represents
and warrants that:


 


3.E(1)(a)Employee
is an "accredited investor" within the meaning of Rule 501 of the General Rules and Regulations under the Securities
Act of 1933, as amended;


 


3.E(1)(b)Employee
has sufficient knowledge and experience in financial and investment matters so that Employee is able to evaluate the risks and
merits of Employee's investment in the Company's Stock and is able financially to bear the economic risks thereof;


 


3.E(1)(c)Employee
will acquire the Warrants in the Company Stock for Employee's own account and not with a view to or for sale in connection with
any distribution thereof in violation of any securities laws, and Employee has no present or future intention of selling or distributing
any of such securities in violation of any securities laws; and


 


3.E(1)(d)Employee
is familiar with the business and financial condition, properties and operations and prospects of the Company, and has been afforded
the opportunity to ask questions and receive answers from the Company's officers and directors concerning the business and financial
condition. Properties, operations and prospects of the Company, and has asked such questions as Employee desires to ask and all
such questions have been answered to Employee's full satisfaction.








 






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3.E(2)
Stock Certificate Legend: The Company may, if required by securities laws, cause to conspicuously appear on all Stock Certificates
representing the Company's Stock which are issued and delivered to Employee, upon exercise of Warrants, pursuant to the provisions
of Section 3.B or this Section 3.D, the legend set forth below, the provisions of which are agreed to by Employee:


 


THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL (I) SUCH OFFERING AND SALE OR OTHER TRANSFER
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT,


 


OR
(II) THE HOLDER HEREOF PROVIDES THE COMPANY WITH (A) A WRJTFEN OPINION OF LEGAL COUNSEL, WHICH COUNSEL AND OPINION (IN FORM
AND SUBSTANCE) SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT THE PROPOSED TRANSFER OF SUCH SECURITY MAY
BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (B) SUCH OTHER EVIDENCE AS MAY BE REASONABLY SATISFACTORY TO THE
COMPANY THAT THE PROPOSED TRANSFER OF THIS SECURITY MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT.


 


3.F.
Benefits: The Company will provide Employee with benefits in accordance with the benefit plans established by the Company for
similarly-situated executives from time to time in the Company's sole discretion. The Company will seek to establish a medical
and dental insurance plan and a 401K Plan as promptly as practicable after the Effective Date. The Company shall also provide
Employee with at least four weeks of paid vacation leave annually, which shall be governed by the Company's regular policies and
practices regarding vacation leave (as may be amended from time to time in the Company's sole discretion).


 


3.G.
Expenses: The Company shall reimburse Employee for all reasonable business expenses incurred in the performance of his duties
hereunder in accordance with the Company's expense reimbursement guidelines.


 


3.H.
Company Vehicle: The Company, when it is financially able to do so, will pay the cost of leasing or owning a Company vehicle for
Company use, which shall be a full-sized sedan or a full-sized truck or sport utility vehicle. In addition, the Company will reimburse
Employee for all operating expenses, maintenance and fees, including but not limited to, automobile insurance. In the event Employee's
employment is terminated, the Employee will promptly surrender the vehicle to the Company pursuant to this Section 3.G.


 


3.I. Laptop
Computer/Cellular Telephone: The Company will provide Employee with a laptop computer, with normal business software installed,
and a cellular phone PDA/Smart Phone.








 






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3.J.Indemnification:
The Company agrees to defend and indemnify Employee against any liability that Employee incurs within the scope of his employment
with the Company to fullest extent permitted by the Company's articles and by-laws and applicable state corporate law.


 


4.Forgiveness
of Salary Accrued Prior To Effective Date


 


4.A.
As further and additional consideration for entering into this Employment Agreement, Employee hereby relinquishes and forgives
all deferred salary and all benefits accrued prior to the Effective Date hereof.


 


5.Termination
of Employment; Severance


 


5.A.
Termination By the Company: The Company may terminate Employee's employment with the Company for Cause prior to the scheduled
expiration date of the Term.


 


5.B.
Severance: If Employee's employment is terminated by the Company prior to the scheduled expiration date of the Term (other than
a termination by the Company for Cause), Employee will be eligible to receive the following: (i) an amount equal three (3) times
employee's average annual total compensation, calculated by averaging the total salary and bonus compensation for the five years
prior to termination ("Severance") payable as follows: 50% of the Severance shall be paid as a lump sum within a reasonable
period not to exceed sixty (60) days following the termination date and 50% of the Severance will be paid as salary continuation
for twelve (12) months following the termination date; and (ii) reimbursement for any COBRA payments made by Employee for COBRA
coverage during the twelve (12) months following the termination date. Employee shall not be entitled to any Severance payments
or benefit continuation unless Employee executes a general release in favor of the Company in customary form to be provided by
the Company. Employee shall not be entitled to any other payments or benefits upon termination of his employment pursuant to this
Section 5.B, except as provided in Section 6.E and Section 3.1.


 


5.C. Termination For Cause: For purposes of this Agreement, "Cause" shall mean: (i) Employee commits a crime involving
dishonesty, breach of trust, or physical harm to any person;


 


(ii)Employee
willfully engages in conduct that is in bad faith and materially injurious to the Company, including but not limited to, misappropriation
of trade secrets, fraud or embezzlement;


 


(iii)Employee
commits a material breach of this Agreement, which breach is not cured within twenty (20) days after written notice to Employee
from the Company; (iv) Employee willfully fails to implement or follow a reasonable and lawful policy or directive of the Company,
which breach is not cured within twenty (20) days after written notice to Employee from the Company; or (v) Employee engages in
a pattern of failure to perform job duties diligently and professionally, which pattern is not cured within twenty (20) days after
written notice to Employee from the Company. Prior to the date of any termination for Cause, the Company's Board of Directors
shall meet and the Employee shall have an opportunity to present to the Board any information relevant to the event constituting
Cause, unless waived by Employee.


 






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The
Company may terminate Employee's employment For Cause at any time, without any advance notice. Upon any termination for Cause
pursuant to this Section 4.C, the Company shall pay to Employee all compensation to which Employee is entitled up through the
date of termination, and thereafter, all of the Company's obligations under this Agreement shall cease, except as provided in
Section 6.E and Section 3.1.


 


5.D.
By Disability: If Employee becomes eligible for the Company's long term disability benefits or if, in the reasonable opinion of
the Company's Board of Directors, Employee shall be unable to carry out the responsibilities and functions of the position held
by Employee by reason of any physical or mental impairment for more than forty-five (45) consecutive days or more than sixty (60)
days in any twelve-month period, then, to the extent permitted by law, the Company may terminate Employee's employment for "Disability".
Upon any termination for Disability pursuant to this Section 5.D, the Company shall pay to Employee all compensation to which
Employee is entitled up through the date of termination, and thereafter, Company shall continue to pay Employee's salary and bonus
for a period not to exceed two (2) years from the date of termination for Disability. Nothing in this Section shall affect Employee's
rights under any disability plan in which he is a participant.


 


5.E.
Termination By Employee: Employee may terminate his/her employment with the Company at any time for any reason, including no reason
at all, upon sixty (60) days advance written notice. The Company shall have the option, in its sole discretion, to make Employee's
termination effective at any time prior to the end of such notice period as long as the Company provides Employee with all compensation
to which he is entitled up through the last day of the sixty (60) day notice period. Thereafter, all obligations of the Company
under this Agreement shall cease, except as provided in Section 6.E and Section 3.1.


 


5.F.
By Death: Employee's employment shall terminate automatically upon his death. The Company shall pay to Employee's beneficiaries
or estate, as appropriate, any compensation then due and owing through the date of death. Thereafter, all obligations of the Company
under this Agreement shall cease, except as provided in Section 6.E and Section 3.!. Nothing in this Section shall affect any
entitlement of Employee's heirs to the benefits of any life insurance plan or other applicable benefits.


 


6.Additional
Termination Obligations


 


6.A.Employee
agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, records,
notes, contracts, and computer-generated materials provided to or prepared by Employee incident to his or her employment belong
to the Company and shall be promptly returned to the Company upon termination of Employee's employment.


 





6.B.
Upon termination of Employee's employment, Employee shall be deemed to have resigned from all offices and directorships then
held with the Company. Following any termination of employment, Employee shall cooperate with the Company in the winding up
or transferring to other employees of any pending work and shall also cooperate with the Company in the defense of any action
brought by any third party against the Company that relates to Employee's employment by the Company.

 






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6.C.Employee
agrees that following termination of his or her employment, Employee shall not access or use any of the Company's computer systems,
e-mail systems, voicemail systems, intranet system or other system, except as authorized by the Company in writing.


 


6.D.Intentionally
Omitted.


 


6.E.Upon
any termination of Employee's employment with the Company, including as a result of the expiration of the Term, Employee shall
be entitled to all benefits as provided in applicable Company benefit plans, any salary earned through the date of such termination,
and reimbursement of all expenses incurred through the date of termination in accordance with the Company's policies.


 


7.Inventions
and Proprietary Information; Nonsolicitation


 


7.A.
Employee acknowledges that because of his/her position in the Company, Employee will have access to intellectual property and
confidential information. During the term of his employment (plus any period in which the Company is paying the Employee Severance)
and for one (1) year thereafter, Employee shall not, for Employee or any third party, directly or indirectly, (i) interfere with
any business of any kind in which the Company (or any affiliate) is engaged, including, without limitation, by conducting business
with, diverting or attempting to divert any of its suppliers or customers, or (ii) solicit, induce, recruit, hire or encourage
any person employed by the Company during the preceding six months to leave their employment with the Company. If Employee voluntarily
leaves his employment with the Company during the term of the employment, Employee agrees not to take any job or position or engage
in any activity or business in direct competition with the business activities of the Company as of the last day of Employee's
services for the Company. This agreement not to compete with the Company shall be for a period of two (2) years following Employee's
voluntary separation from the Company and shall apply to any business activities throughout the United States.


 


8.If
anyone or more provisions of this Section 6 shall for any reason be held invalid or unenforceable, it is the specific intent of
the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.


 


9.Dispute
Resolution.  The parties agree that any dispute between Employee (and his or her attorneys, successors, and assigns)
and the Company (and its affiliates, shareholders, directors, officers, employees, members, agents, successors, attorneys, and
assigns) relating in any manner whatsoever to Employee's employment or termination of employment shall be submitted to mandatory
arbitration before a tribunal of the American Arbitration Association and of the rules promulgated there under, such arbitration
to be before a single arbitrator. The arbitration shall be commenced only in the City and State of New York.



 






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10.Employee
acknowledges that he is obligated under this Agreement to render services of a special, unique, unusual, extraordinary and intellectual
character, thereby giving this Agreement peculiar value so that the loss thereof cannot be reasonably or adequately compensated
in damages in an action at law. Accordingly, in addition to other remedies provided by law, the Company shall have the right to
injunctive relief for any actual or threatened violation of Section 6 of this Agreement in addition to any other remedies it may
have.


 


11.Entire
Agreement: This Agreement is intended to be the final, complete. and exclusive statement of the terms of Employee's employment
by the Company and may not be contradicted by evidence of any prior or contemporaneous statements or agreements, except for agreements
specifically referenced herein (including the Company's Proprietary Information and Inventions Agreement, attached as Exhibit
A, and any agreements related to the stock currently held by Employee).


 


12.Amendments:
Waivers: This Agreement may not be amended except by a writing signed by Employee and by a duly authorized representative of the
Company other than Employee. Delay or failure of either party to exercise any right under this Agreement shall not constitute
a waiver of such right by such party.


 


13.Assignment:
Employee agrees that Employee will not assign any rights or obligations under this Agreement. Nothing in this Agreement shall
prevent the consolidation. merger or sale of the Company or a sale of all or substantially all of its assets.


 


14.Severability:
if any provision of this Agreement shall be held by a court or arbitrator to be invalid. unenforceable, or void, such provision
shall be enforced to fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect.
In the event that the time period or scope of any provision is declared by a court or arbitrator of competent jurisdiction to
exceed the maximum time period or scope that such court or arbitrator deems enforceable, then such court or arbitrator shall reduce
the time period or scope to the maximum time period or scope permitted by law.


 


15.Taxes:
All amounts paid under this Agreement (including, without limitation. Base Salary Signing Bonus and Severance) shall be paid less
all applicable state and federal tax withholdings.


 


16.Governing
Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York.


 






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17.Interpretation:
This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. Captions
are used for reference purposes only and should be ignored in the interpretation of the Agreement.


 


18.Binding
Agreement: Each party represents and warrants to the other that the person(s) signing this Agreement below has authority to bind
the party to this Agreement and that this Agreement will legally bind both the Company and Employee. This Agreement will be binding
upon and benefit the parties and their heirs, administrators, executors, successors and permitted assigns. To the extent that
the practices, policies, or procedures of the Company, now or in the future, are inconsistent with the terms of this Agreement,
the provisions of this Agreement shall control. Any subsequent change in Employee's duties or compensation will not affect the
validity or scope of the remainder of this Agreement.


 


19.Employee
Acknowledgment: Employee acknowledges Employee has had the opportunity to consult legal counsel concerning this Agreement, that
Employee has read and understands the Agreement, that Employee is fully aware of its legal effect, and that Employee has entered
into it freely based on his own judgment and not on any representations or promises other than those contained in this Agreement.


 


20.Date
of Agreement: The parties have duly executed this Agreement as of the date first written above.


 


IN
WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree
that facsimile signatures shall be as effective as if originals.


 


	Quest Patent Research
    Corporation	 	Burton Goldstein
	 	 	 	 	 
	By:	/s/ Herbert
    M. Reichlin	 	By:	/s/ Burton Goldstein
	 	 	 	 	 
	Its:	Chief Executive Officer	 	 	 


 


 





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    Employment Agreement - Burton Goldstein	Page
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