Exhibit
10.1


EMPLOYMENT
AGREEMENT


EMPLOYMENT
AGREEMENT dated as of the 19th day of March 2007, by and between Sweet Success
Enterprises Inc., a Nevada corporation (“Employer”), and Tom Shuman (“Employee”).


WHEREAS, Employer desires to employ
Employee, and Employee desires to accept such employment, upon the terms and
conditions contained herein.


NOW, THEREFORE, in
consideration of the premises and of the mutual covenants set forth in this
Agreement, the parties hereto agree as follows:


1. EMPLOYMENT.


Employer hereby
employs Employee, and Employee hereby accepts such employment, as Senior Vice
President of Sales and Marketing for the Employer and in such other capacities
and for such other duties and services as shall from time to time be mutually
agreed upon by Employer and Employee.


2. FULL TIME
OCCUPATION.


Employee shall
devote Employee’s entire business time, attention, and efforts to the
performance of Employee’s duties under this Agreement, shall serve Employer
faithfully and diligently, and shall not engage in any other employment while
employed by Employer.


3. COMPENSATION
AND OTHER BENEFITS.


(a) SALARY.   Employer shall pay to Employee, a base
salary at an annual rate of $140,000.00 commencing March 19th, 2007 which will
then increase to $150,000.00 upon reaching $5 million net sales* for the
Employer to be paid in equal monthly installments, or in such other periodic
installments in accordance with the Employer’s pay policy.


(b) BONUS.  
Employee shall be eligible to receive an annual bonus in such an amount,
if any, to be determined by the Board of Directors of Employer or such
committee of the Board of Directors as may be designated by the Board of
Directors based upon such factors as may be deemed relevant by the Board of
Directors or committee thereof, including the performance of Employee  (target up to 35% of Salary based upon
Employee’s attainment of mutually agreed upon Performance Objectives).  These Performance Objectives to be developed
within the first 60 days of Employee’s employment.


(c) STOCK OPTIONS AND AWARDS.   As of the date of execution of this
Agreement, and subject to approval, Employee shall be granted ten-year
non-qualified stock options under Employer’s Stock Option Plan to purchase a
total of 













100,000 shares of Employer’s Common Stock at market
price at the date of this agreement. The first 50,000 shall be made available
when Employer reaches 2 million dollars in net sales* revenue received and the
second 50,000 shall be made available when Employer reaches 8 million dollars
in net sales* revenue received.  Employee
will be granted an additional 100,000 shares, at that same market price, if and
when the Employer agrees to launch Employee’s “Meal Replacement Concept”
(appropriate amounts of Protein and Fiber to release CCK hormone) into the
marketplace at some point in the future.


(d) FRINGE BENEFITS. 
Employee shall be entitled to participate in any group insurance,
hospital, medical, dental, accident, disability, pension, retirement, vacation,
expense reimbursement, and other plans, programs, or benefits approved by the
Board of Directors or a duly constituted committee of the Board of Directors
and made available from time to time to executive employees of Employer
generally during the term of Employee’s employment hereunder.  The Employee may participate in the benefit
plans upon reaching 30 days of employment.


(e) CAR ALLOWANCE. 
Employee shall be entitled to receive a monthly car allowance of
$650.00.


(f) VACATION.   Employee shall accrue 15 days of vacation
for the first through the ninth years of employment.  This works out to a weekly accrual of .29
vacation days per week.


(g) REIMBURSEMENT.  
Employer shall reimburse Employee for all travel and entertainment
expenses and other ordinary and necessary business expenses incurred by
Employee in connection with the business of Employer and Employee’s duties
under this Agreement. The term “business expenses” shall not include any item
not deductible in whole or in part by Employer for federal income tax purposes.
To obtain reimbursement, Employee shall submit to Employer receipts, bills or
sales slips for the expenses incurred. Reimbursements shall be made by Employer
monthly within 30 days of presentation by Employee of evidence of the expenses
incurred.


(e) RELOCATION.  
Employee shall be entitled to receive reimbursement for the following
two items limited to $15,000.


1.               Moving household
goods and personal effects (including in-transit storage expenses).


2.               Traveling
(including lodging but not meals) to your new home.


In addition, Employee will receive reimbursement for
3% of the realtor fees upon sale of the current home residence. An additional
3% of the realtor fees will be reimbursed to the Employee upon the Employer’s
attainment of $5 million of net sales* within one year of the Employee’s
employment. These 



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dollar amounts will be added to the Employee’s W-2 as
income and the Employee will be responsible for the tax dollars associated with
this “additional income”.


4. TERM OF
EMPLOYMENT.


(a) EMPLOYMENT TERM. The term of this Agreement shall
be for a period of 1 year commencing as of the date hereof and from year to
year thereafter, unless and until terminated by either party giving written
notice to the other not less than 90 days prior to the end of the then-current
term.


(b) TERMINATION UNDER CERTAIN CIRCUMSTANCES.
Notwithstanding anything to the contrary herein contained:


(i)             DEATH. Employee’s
employment shall be automatically terminated, without notice, effective upon
the date of Employee’s death.


(ii)          DISABILITY. If Employee shall
fail, for a period of more than 90 consecutive days, or for 90 days within any
180 day period, to perform Employee’s duties under this Agreement as the result
of illness or other incapacity, Employer may, at its option and upon notice to
Employee, terminate Employee’s employment effective on the date of that notice.


(iii)       UNILATERAL DECISION OF
EMPLOYER. Employer may, at its option, upon notice to Employee, terminate
Employee’s employment effective in the date of that notice.


(iv)      UNILATERAL DECISION BY
EMPLOYEE. Employee may, at his option and upon notice to Employer, terminate
Employee’s employment effective on the date of that notice.


(v)         CERTAIN ACTS. If Employee
is found by a court of competent jurisdiction to have engaged in an act or
acts, in connection with his employment pursuant to this Agreement or his
service as an Employee of Employer, involving a crime, moral turpitude, fraud,
or dishonesty, Employer may, at its option and upon written notice to Employee,
terminate Employee’s employment effective on the date of that notice.


(vi)      GOOD REASON. Employee may,
at Employee’s option and upon written notice to Employer specifying the reasons
therefore, terminate Employee’s employment effective on the date of that
notice, for Good Reason. For purposes of this Agreement, “Good Reason” shall
mean and include each of the following (unless Employee has expressly agreed to
such event in a signed writing): (1) the demotion of Employee by Employer,
which shall be considered (a) an adverse change in Employee’s title, office, or
authority as in effect on the date 



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of this Agreement; or (b)
a reduction by Employer in Employee’s Compensation pursuant to Section 3 of
this Agreement.


(c) RESULT OF TERMINATION. In the
event of the termination of Employee’s employment pursuant to Sections 4(b) (i)
or (ii) above, Employee’s estate or Employee, as the case may be, shall be
entitled to receive an amount equal to Employee’s fixed salary as provided in
Section 3(a) at 50% of base salary for remainder of the employment contract. In
the event of the termination of Employee’s employment pursuant to Section 4(b)
(iii) or (vi) above, Employee shall receive, within 10 days after the
termination of employment, Employee’s fixed compensation for a period of two
(2) months after an initial three months of employment. In the event of the
termination of Employee pursuant to Section 4(b) (iv) or (v) above, Employee
shall receive no further compensation under this Agreement.


5. COMPETITION AND
CONFIDENTIAL INFORMATION.


      (a) INTERESTS TO BE PROTECTED.  The parties acknowledge that Employee will
perform essential services for Employer, its employees, and its stockholders
during the term of Employee’s employment with Employer. Employee will be
exposed to, have access to, and work with, a considerable amount of
Confidential Information. The parties also expressly recognize and acknowledge
that the personnel of Employer have been trained by, and are valuable to,
Employer and that Employer will incur substantial recruiting and training expenses
if Employer must hire new personnel or retrain existing personnel to fill
vacancies. The parties expressly recognize that it could seriously impair the
goodwill and diminish the value of Employer’s business should Employee compete
with Employer in any manner whatsoever. The parties acknowledge that this
covenant has an extended duration; however, they agree that this covenant is
reasonable and it is necessary for the protection of Employer, its
stockholders, and employees. For these and other reasons, and the fact that
there are many other employment opportunities available to Employee if he
should terminate his employment, the parties are in full and complete agreement
that the following restrictive covenants are fair and reasonable and are
entered into freely, voluntarily, and knowingly. Furthermore, each party was
given the opportunity to consult with independent legal counsel before entering
into this Agreement.


(b) NON-COMPETITION. 
During the term of Employee’s employment with Employer and for the
period ending 18 months after the termination of Employee’s employment with
Employer, if terminated for reasons other than 4(b)(iii) or 4(b)(vi), Employee
shall not (whether directly or indirectly, as owner, principal, agent,
stockholder, director, officer, manager, employee, partner, participant, or in
any other capacity) engage or become financially interested in any competitive
business conducted within the Restricted Territory (United States). As used
herein, the term “competitive business” shall mean any business that sells or
provides or attempts to sell or provide products or services the same 



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as or substantially similar to the products or
services sold or provided by Employer during Employee’s employment hereunder,
and the term “Restricted Territory” shall mean any state in which Employer
sells products or provides services during Employee’s employment hereunder.


(c) NON-SOLICITATION OF EMPLOYEES.
During the term of Employee’s employment and for a period of 18 months after
the termination of Employee’s employment with Employee, regardless of the
reason therefore, Employee shall not directly or indirectly, for himself, or on
behalf of, or in conjunction with, any other person, company, partnership,
corporation, or governmental entity, seek to hire or hire any of Employer’s
personnel or employees for the purpose of having any such employee engage in
services that are the same as or similar or related to the services that such
employee provided for Employer.


(d) CONFIDENTIAL INFORMATION.  Employee shall maintain in strict secrecy all
confidential or trade secret information relating to the business of Employer
(the “Confidential Information”) obtained by Employee in the course of Employee’s
employment, and Employee shall not, unless first authorized in writing by
Employer, disclose to, or use for Employee’s benefit or for the benefit of, any
person, firm, or entity at any time either during or subsequent to the term of
Employee’s employment, any Confidential Information, except as required in the
performance of Employee’s duties on behalf of Employer. For purposes hereof,
Confidential Information shall include without limitation any materials, trade
secrets, knowledge, or information with respect to management, operational, or
investment policies and practices of Employer; any business methods or forms;
any names or addresses of customers or data on customers or suppliers; and any
business policies or other information relating to or dealing with the
management, operational, or investment policies or practices of Employer.


(e) RETURN OF BOOKS AND PAPERS.   Upon the termination of Employee’s
employment with Employer for any reason, Employee shall deliver promptly to
Employer all files, lists, books, records, manuals, memoranda, drawings, and
specifications; all cost, pricing, and other financial data; all other written
or printed materials that are the property of Employer (and any copies of
them); and all other materials that may contain Confidential Information
relating to the business of Employer, which Employee may then have in Employee’s
possession, whether prepared by Employee or not.


(f) DISCLOSURE OF INFORMATION.  Employee shall disclose promptly to Employer,
or its nominee, any and all ideas, designs, processes, and improvements of any
kind relating to the business of Employer, whether patentable or not, conceived
or made by Employee, either alone or jointly with others, during working hours
or otherwise, during the entire period of Employee’s employment with Employer
or within six months thereafter.



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(g) ASSIGNMENT.  Employee hereby assigns to Employer or its
nominee, the entire right, title, and interest in and to all inventions,
discoveries, and improvements, whether patentable or not, that Employee may
conceive or make during Employee’s employment with Employer, or within six
months thereafter, and which relate to the business of Employer.


(h) EQUITABLE RELIEF.  In the event a violation of any of the
restrictions contained in this Section is established, Employer shall be
entitled to preliminary and permanent injunctive relief as well as damages and
an equitable accounting of all earnings, profits, and other benefits arising
from such violation, which right shall be cumulative and in addition to any
other rights or remedies to which Employer may be entitled. In the event of a
violation of any provision of subsection (b), (c), (f), or (g) of this Section,
the period for which those provisions would remain in effect shall be extended
for a period of time equal to that period beginning when such violation commenced
and ending when the activities constituting such violation shall have been
finally terminated in good faith.


(i) RESTRICTIONS SEPARABLE.  If the scope of any provision of this
Agreement (whether in this Section 5 or otherwise) is found by a Court to be
too broad to permit enforcement to its full extent, then such provision shall
be enforced to the maximum extent permitted by law. The parties agree that the
scope of any provision of this Agreement may be modified by a judge in any
proceeding to enforce this Agreement, so that such provision can be enforced to
the maximum extent permitted by law. Each and every restriction set forth in
this Section 5 is independent and severable from the others, and no such
restriction shall be rendered unenforceable by virtue of the fact that, for any
reason, any other or others of them may be unenforceable in whole or in part.


6. MISCELLANEOUS.


(a) NOTICES.  All notices, requests, demands, and other
communications required or permitted under this Agreement shall be in writing
and shall be deemed to have been duly given, made, and received (i) if
personally delivered, on the date of delivery, (ii) if mailed, three days after
deposit in the United States mail, registered or certified, return receipt
requested, postage prepaid, and addressed as provided below, or (iii) if by a
courier delivery service providing overnight or “next-day” delivery, on the
next business day after deposit with such service addressed as follows:


            (1) 
If to Employer:


Sweet Success Enterprises Inc.

1250 NE Loop suite 410

San Antonio Texas 78209


            With a copy given in the manner
prescribed above, to:



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(a)  If to Employee, to the address set forth in
the records of Employee.


            Either party may alter the address
to which communications or copies are to be sent by giving notice of such
change of address in conformity with the provisions of this Section 6 for the
giving of notice.


(b) INDULGENCES; WAIVERS. Neither any
failure nor any delay on the part of either party to exercise any right,
remedy, power, or privilege under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, remedy, power,
or privilege preclude any other or further exercise of the same or of any other
right, remedy, power, or privilege, nor shall any waiver of any right, remedy,
power, or privilege with respect to any occurrence be construed as a waiver of
such right, remedy, power, or privilege with respect to any other occurrence.
No waiver shall be binding unless executed in writing by the party making the
waiver.


(c) CONTROLLING LAW.  This Agreement and all questions relating to
its validity, interpretation, performance and enforcement, shall be governed by
and construed in accordance with the laws of the state of Texas,
notwithstanding any Texas or other conflict-of-interest provisions to the
contrary.


(d) BINDING NATURE OF AGREEMENT.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal
representatives, successors, and assigns, except that no party may assign or
transfer such party’s rights or obligations under this Agreement without the
prior written consent of the other party.


(e) EXECUTION IN COUNTERPART.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original as against any
party whose signature appears thereon, and all of which shall together
constitute one and the same instrument. This Agreement shall become binding
when one or more counterparts hereof, individually or taken together, shall
bear the signatures of the parties reflected hereon as the signatories.


(f) PROVISIONS SEPARABLE. The
provisions of this Agreement are independent of and separable from each other,
and no provision shall be affected or rendered invalid or unenforceable by
virtue of the fact that for any reason any other or others of them may be
invalid or unenforceable in whole or in part.


(g) ENTIRE AGREEMENT. This Agreement
contains the entire understanding between the parties hereto with respect to
the subject matter hereof and supersedes all prior and contemporaneous
agreements and understandings, inducements and conditions, express or implied,
oral or written, except as herein contained. The express terms hereof control
and supersede any course of performance and/or usage of the trade inconsistent
with any of the terms hereof. 



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This Agreement may not be modified or
amended other than by an agreement in writing.


(h) PARAGRAPH HEADINGS.  The paragraph headings in this Agreement are
for convenience only; they form no part of this Agreement and shall not affect
its interpretation.


(i) GENDER. Words used herein,
regardless of the number and gender specifically used, shall be deemed and
construed to include any other number, singular or plural, and any other
gender, masculine, feminine, or neuter, as the context requires.


(j) NUMBER OF DAYS. In computing the
number of days for purposes of this Agreement, all days shall be counted,
including Saturdays, Sundays, and holidays; provided, however, that if the
final day of any time period falls on a Saturday, Sunday, or holiday, then the
final day shall be deemed to be the next day that is not a Saturday, Sunday, or
holiday.


7. SUCCESSORS AND
ASSIGNS.


This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of the
parties hereto; provided that because the obligations of Employee hereunder
involve the performance of personal services, such obligations shall not be
delegated by Employee. For purposes of this Agreement successors and assigns
shall include, but not be limited to, any individual, corporation, trust,
partnership, or other entity that acquires a majority of the stock or assets of
Employer by sale, merger, consolidation, liquidation, or other form of
transfer. Employer will require any successor (whether direct or indirect, by
purchase, merger, consolidation, or otherwise) to all or substantially all of
the business and/or assets of Employer to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that Employer would be
required to perform it if no such succession had taken place. Without limiting
the foregoing, unless the context otherwise requires, the term “Employer”
includes all subsidiaries of Employer.


8. ACCRUED SALARY
AND CAR ALLOWANCE


The Employee will
not be paid his salary and auto allowance from March 19, 2007 until the
Employer receives funding from investors of at least one million dollars (the “funding”).
The salary and car allowance will accrue on the accounting records of the
Employer.  Employee’s vacation and sick
pay benefit will continue to accrue.  
Within one week of the funding date the Employer will pay the Employee
all unpaid wages and car allowances since March 19, 2007.  After the funding date the Employee will be
activated and paid through the Employer’s payroll systems and will be paid the
car allowance on a monthly basis until item 4 above.



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


* Defined as net
sales recognized in accordance with generally accepted accounting principles
and cash is collected from the customers.


	
  Sweet Success Enterprises Inc.

  	
   

  
	
   

  	
   

  
	
  /s/ William J.
  Gallagher

  	
   

  
	
  William J
  Gallagher

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Thomas M.
  Shuman

  	
   

  
	
  Thomas M. Shuman

  	
   

  



 



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