Unassociated Document


    EMPLOYMENT
      AGREEMENT

     

    This
      EMPLOYMENT AGREEMENT (“Agreement”) dated as of May 21, 2007, between Stacy
      Josloff, an individual residing at 222 East 67th
      Street,
      Apt. #A, New York, New York 10021 and INCA Designs, Inc., a New York corporation
      having a principal office at 53 West 36th
      Street,
      Suite 906, New York, New York 33172 (the “Corporation”).

    


    WHEREAS,
      in connection with the Securities Exchange Agreement between INCA Designs,
      Inc.
      ad S2 New York Design Corp., the Corporation desires to employ the Employee,
      and
      the Employee is willing to be employed and serve the Corporation, on the terms
      and conditions herein provided; and; 

    


    NOW,
      THEREFORE, in consideration of the foregoing and the mutual agreements set
      forth
      herein, and other valuable consideration, the parties hereto, intending to
      be
      legally bound, hereby agree as follows:

    


    
      	1.	
              EMPLOYMENT
                PERIOD; REPRESENTATION

            


    

    


    (a)
      The
      Corporation agrees to employ Employee, and Employee hereby agrees to such
      employment, subject to the terms and conditions set forth in this
      Agreement.

    


    (b)
      The
      parties hereto agree that this Agreement is made pursuant to the Securities
      Exchange Agreement dated May 21, 2007 between the Corporation and S2 New York
      Design Corp. This Agreement is subject to Employee’s status as an officer of the
      Corporation, and nothing herein shall be deemed to affect or otherwise alter
      Employee’s status as a shareholder of the Corporation. 

    


    
      	2.	
              TERM

            


    

    


    The
      employment of Employee by the Corporation pursuant to this Agreement shall
      commence on May 21, 2007, and shall continue for a period of five years from
      the
      date hereof, provided however that the Corporation and the Employee, by mutual
      written agreement, may extend the Agreement for additional five-years terms.
      

    


    
      	3.	
              POSITION
                AND DUTIES

            


    

    


    Upon
      the
      commencement of the Employment Term, Employee shall hold the position and
      perform the duties of Chief Executive Officer and Chief Financial Officer of
      the
      Corporation. Employee shall conduct the daily activities of the Corporation,
      and
      shall manage the sales and marketing of the Corporation’s products, its
      day-to-day personnel needs, its day-to-day personal needs and financial
      decisions, and its relationship between other entities with which the
      Corporation has a relationship. Employee shall fulfill such duties and
      responsibilities as are consistent with the positions of Chief Executive Officer
      and Chief Financial Officer, and as are assigned to her from time to time by
      the
      Board of Directors, including, but not limited to, any activities necessary
      to
      run the day-to-day business of the Corporation and manage the assets of the
      Corporation.

    


    
      	4.	
              COMPENSATION
                AND BENEFITS

            


    

    


    (a)
      Base
      Salary.
      As
      compensation for the Employee’s services hereunder during the Employment Term,
      the Corporation shall pay the Employee a base salary at the annual rate of
      $65,000.00 (said amount, together with any increases thereunder as may be
      determined from time to time by the Corporation in its sole discretion, being
      hereinafter referred to as the “Base Salary”). Any Base Salary payable hereunder
      shall be paid in regular intervals in accordance with the Corporation’s payroll
      practices, but no less frequently than once each month.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)
      Bonus
      Compensation.
      In
      addition to her Base Salary, Employee shall be eligible for an annual bonus
      payment. The amount of any bonus shall be in the sole discretion of the
      Corporation and shall be determined based upon the Corporation’s performance and
      productivity. Bonus compensation may be paid to Employee in the form of cash
      or
      stock options, or a combination thereof, at the Corporation’s discretion. Unless
      otherwise specified herein, Employee shall be eligible to receive such bonus
      compensation only if she is actively employed by the Corporation at the end
      of
      the fiscal year.

    


    (c)
      Benefits.
      Employee
      shall be eligible for sick leave, major medical, hospitalization, dental and
      disability insurance on the same terms and conditions as such benefits are
      provided for or made available to other employees of the
      Corporation.

    


    (d)
      Expense
      Reimbursement.
      The
      Corporation shall promptly pay the reasonable expenses incurred by the Employee
      in the performance of her duties hereunder, including, without limitation,
      those
      incurred in connection with business related travel, telecommunications and
      entertainment, or, if such expenses are paid directly by the Employee, shall
      promptly reimburse the Employee for such payment, provided that Employee has
      properly accounted therefore in accordance with the Corporation’s
      policy.

    


    (e)
      Vacation.
      Employee
      shall be entitled to five (5) weeks paid vacation in each calendar at times
      agreed upon in advance by the Corporation. Any unused vacation days shall not
      carry-over to the next year. Employee shall also be entitled to all paid
      holidays given by the Corporation to its employees.

    


    
      	5.	
              TERMINATION

            


    

    


    (a)
      Death
      or Disability.
      Employee’s employment hereunder shall terminate upon her death or disability.
      Disability shall be defined as the inability to perform a substantial portion
      of
      the Employee’s service to the Corporation as a result of a mental or physical
      illness which has continued or can reasonably be expected to continue for a
      period of not less than six (6) months or has continued or can reasonably be
      expected to continue to for an aggregate of not less than 180 days in any 365
      day period. In the event that there is a disagreement with regard to whether
      a
      disability exists sufficient to trigger this section, the determination shall
      be
      based on the determination of the disability insurance company which insures
      the
      Corporation’s officers, which determination will have been made in the usual and
      customary manner employed by the insurance company to make such determination.
      Under no circumstances shall the term disability be deemed to include an
      incarceration or other legal impediment to performances.

    


    (b)
      For
      Cause.
      The
      Corporation shall have the right to terminate the employment of Employee for
      Cause upon written notice to Employee. For purposes of this Agreement, “Cause”
shall mean: (i) Employee’s conviction of, or plea of nolo contendere, to a
      felony or any crime involving moral turpitude; (ii) Employee’s commission of an
      act of personal dishonesty or breach of fiduciary duty involving personal profit
      or benefit in connection with Employee’s employment by the Corporation, as
      determined by an arbitrator in an arbitration commenced by the Corporation;
      (iii) Employee’s breach of any provision of this Agreement, as determined by an
      arbitrator in an arbitration commenced by the Corporation; (iv) Employee’s
      willful misconduct or gross negligence in the conduct of her duties hereunder,
      as determined by an arbitrator in an arbitration commenced by the Corporation;
      or (v) Employee’s willful and repeated failure to comply with the lawful
      directions of the Board of Directors as determined by an arbitrator in an
      arbitration commenced by the Corporation.

    


    (c)
      Arbitration;
      Legal Proceedings; Rights upon Termination.
      Nothing
      in the Agreement shall preclude the Corporation from seeking an interim order
      of
      relief from a court or a competent tribunal pending the resolution of issues
      enumerated above by an arbitrator. In the event of the termination of Employee’s
      employment by the Corporation for Cause, all rights of Employee under this
      Agreement shall cease as of the effective date of the termination, and Employee
      shall only be entitled to payment of any base salary earned but not yet paid
      as
      of the date of Employee’s termination and any outstanding reimbursable expenses.
      Employee shall not be entitled to any additional compensation or bonus, whether
      accrued or not, or any other perquisites or benefits, except those required
      to
      be paid under federal or state laws or regulations.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (d)
      Resignation.
      In the
      event of the termination of Employee’s employment by the resignation of
      Employee, all rights of Employee under this Agreement shall cease as of the
      effective date of the termination, and Employee shall be entitled to receive
      from the Corporation only payment of any base salary earned but not yet paid
      as
      of the date of Employee’s termination plus any earned but not yet paid incentive
      compensation as of the date of Employee’s termination. Employee shall not be
      entitled to any other bonus, perquisites or benefits except those required
      to be
      paid under federal or state laws or regulations.

    


    (e)
      In
      the event that Employee’s employment is terminated as a result of death or
      disability pursuant to Section 5(a), Employee (or her estate) shall be entitled
      to (1) any base salary earned but not yet paid as of the date of Employee’s
      termination, (2) any outstanding reimbursable expenses, (3) continuation of
      medical benefits for the period of the lesser of one (1) month or the remainder
      of the Employment Term, and (4) payment of all bonus compensation earned by
      Employee but not yet paid as of the date of her death or
      Incapacity.

    


    
      	6.	
              NON-DISCLOSURE
                OF PROPRIETARY/CONFIDENTIAL
                INFORMATION

            


    

    


    Employee
      acknowledges that she will have access to information about the Corporation
      and
      her employment with the Corporation shall bring her into close contact with
      many
      confidential affairs of the Corporation, its subsidiaries and affiliates, and
      their respective customers, including, without limitation, information
      proprietary to the Corporation, trade secrets, and other confidential material,
      which information is not readily available to the public and all of which is
      highly confidential and proprietary and was developed at great effort and
      expense (such material, “Confidential Information”). In recognition of the
      foregoing, during the period of her employment and thereafter, regardless of
      the
      reason for any termination of employment (whether voluntary or involuntary
      and
      whether for Cause or otherwise), the Employee shall not, without the written
      consent of the Board of Directors of the Corporation, disclose or use or make
      available for anyone to use (except in the course of her employment hereunder,
      in furtherance of the business of the Corporation, its subsidiaries or its
      affiliates, or as required by law) any Confidential Information.

    


    
      	7.	
              RETURN
                OF CORPORATION
                PROPERTY

            


    

    


    Employee
      agrees that upon termination of her employment with the Corporation for any
      reason, voluntary or involuntary, with or without Cause, she will immediately
      return to the Corporation all Confidential Information and any Corporation
      property within her possession (or under her control), and shall not at any
      time
      thereafter copy or reproduce the same.

    


    
      	8.	
              RETRICTIVE
                COVENANTS

            


    

    


    (a)
      Employee acknowledges and recognizes the highly competitive nature of the
      Corporation’s business, that access to the Corporation’s confidential records
      and proprietary information renders her special and unique within the
      Corporation’s industry, and that she will have the opportunity to develop
      substantial relationships with existing and prospective customers of the
      Corporation during the course of and as a result of her employment with the
      Corporation. In light of the foregoing, during the course of Employee’s
      employment with the Corporation and for a period of one (1) year after the
      date
      of the termination of her employment for any reason, Employee shall not,
      directly or indirectly, individually or on behalf of any person, Corporation,
      enterprise or entity not now parties to this Agreement, or as a sole proprietor,
      partner, stockholder, director, officer, principal, agent, executive, or in
      any
      other capacity or relationship, engage in any business or employment, or aid
      or
      endeavor to assist any person, business, enterprise or legal entity, which
      is
      engaged or is seeking to engage in the Business within North America, Europe
      or
      Asia (a “Competitor”). For purposes of this Agreement, “Business” shall mean any
      entity engaged in the manufacture of high fashion apparel. Employee, however,
      may accept employment with a Competitor of the Corporation with a diversified
      business provided that (i) Employee will not, directly or indirectly, render
      services or assistance to any part of the Competitor that is in any way engaged
      in the Business of the Corporation; and (ii) the Corporation shall receive,
      prior to Employee rendering services to or assisting such Competitor, written
      assurances deemed satisfactory by the Corporation from Employee and the
      Competitor, that Employee will not, directly or indirectly, render services
      or
      assistance to any part of the Competitor that is in any way engaged in the
      Business of the Corporation.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)
      During the period of Employee’s employment with the Corporation and for a period
      of one (1) year following the expiration or termination of Employee, whether
      such termination is voluntary or involuntary, Employee shall not, without the
      prior written consent of the Corporation, on behalf of herself or on behalf
      of
      any other person, business, enterprise or entity, (i) directly or indirectly
      solicit, divert or encourage any of the employees, agents, consultants or
      representatives to terminate his, her or its relationship with the Corporation,
      or hire any such employee, consultant or representative so solicited or
      encouraged; (ii) directly or indirectly solicit or encourage any of the
      employees, agents, consultants or representatives of the Corporation to become
      employees, agents, representatives or consultants of a Competitor; (iii)
      directly or indirectly on behalf of a Competitor solicit, divert or appropriate
      or attempt to solicit, divert or appropriate any customers, clients, vendors
      or
      distributors of the Corporation who were (x) customers, clients, vendors or
      distributors of the Corporation at the time of the termination of her employment
      from the Corporation or during the one (1) year period prior to the termination
      of Employee’s employment with the Corporation and with whom Employee had contact
      during her employment with the Corporation, or (y) any prospective customers,
      clients, vendors or distributors at the time of Employee’s termination of
      employment with respect to which the Corporation has developed or made a sales
      presentation (or similar offering of services) within the one year period prior
      to the termination of Employee’s employment with the Corporation and with whom
      Employee had contact during the period of her employment with the
      Corporation.

    


    (c)
      Employee recognizes and acknowledges that the restrictions and limitations
      set
      forth in this Agreement are legitimate and fair in light of her access to
      Confidential Information, her substantial contacts with customers of the
      Corporation and the Corporation’s need to develop and market its services and
      products. Employee further acknowledges that the customers of the Corporation
      are located throughout North American, Europe and Latin America and that a
      business competitive with the Corporation may be carried on anywhere within
      these areas as a result of the geographically diverse spread of the high fashion
      apparel manufacturing industry. Therefore, Employee acknowledges that the
      geographical application of the provisions and restrictions contained in the
      Agreement are reasonable under the circumstances. Employee further acknowledges
      that: (i) in the event her employment with the Corporation terminates for any
      reason, she will be able to earn a livelihood without violating the foregoing
      restrictions and (ii) her ability to earn a livelihood without violating such
      restrictions is a material condition to her employment with the
      Corporation.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	9.	
              INDEPENDENCE
                AND SEVERABILITY

            


    

    


    Each
      of
      the rights enumerated in Section 8 shall be independent of the others and shall
      be in addition to and not in lieu of any other rights and remedies available
      to
      the Corporation at law or in equity. If any of the covenants contained in
      Section 8 or any part of any of them is hereafter construed or adjudicated
      to be
      invalid or unenforceable, the same shall not affect the remainder of the
      covenant or covenants, or rights or remedies that shall be given full effect
      without regard to the invalid portions. If any of the covenants contained in
      Section 8 is held to be invalid or unenforceable because of the duration of
      such
      provision or the area covered thereby, the parties agree that the court making
      such determination shall have the power to reduce the duration and/or area
      of
      such provision and in its reduced form said provision shall then be
      enforceable.

    


    
      	10.	
              SPECIFIC
                REMEDIES

            


    

    


    (a)
      If,
      during the course of her employment with the Corporation, Employee commits
      a
      breach of any of the provisions of Sections 6, 7, or 8, the Corporation shall
      have the right to have such provisions specifically enforced by any court having
      equity jurisdiction, it being acknowledged and agreed that any such breach
      will
      cause irreparable injury to the Corporation and that money damages will not
      provide an adequate remedy to the Corporation, provided, however, that nothing
      herein shall be construed as prohibiting the Corporation from pursuing any
      other
      remedies available to the Corporation for such breach or threatened breach,
      including the recovery of damages from Employee.

    


    (b)
      Employee acknowledges that the Corporation shall suffer irreparable injury
      if
      she breaches her obligations under Sections 6, 7, or 8. Accordingly, in the
      event of such breach, Employee acknowledges that the Corporation will be
      entitled to injunctive relief in any state or federal court of competent
      jurisdiction within the State of New York. Employee further submits to the
      personal jurisdiction of such courts for the purposes of any such
      action.

    


    
      	11.	
              ASSIGNMENT
                OF INVENTIONS

            


    

    


    (a)
      Employee agrees that all inventions, designs, improvements, writings, and
      discoveries initiated, made or conceived during the period of her employment,
      whether solely by Employee or in conjunction with others, that pertain to the
      business conducted by the Corporation, its affiliates and subsidiaries, shall
      be
      the exclusive property of, and she hereby assigns all of her interest therein
      to, the Corporation or its designee. All rights and obligations hereunder shall
      continue in full force and effect after the termination of employment and shall
      be binding on the Employee’s personal representatives or assigns. Employee shall
      promptly disclose to the Corporation all such inventions, designs, improvements,
      writings and discoveries and shall, at the sole expense of the Corporation,
      assist the Corporation or its designee in obtaining patents and copyrights
      therefore that are deemed suitable for United States or foreign letters patent,
      copyrights, trademarks and trade names or to otherwise vest the Corporation
      with
      full and exclusive title thereto, and protect the same against infringements
      by
      others.

    


    (b)
      The
      parties explicitly acknowledge and agree that notwithstanding anything herein
      to
      the contrary, Employee shall have and retain the right to use, without payment
      of any royalty, ideas, concepts, expressions, techniques, know-how, skills
      and
      experience possessed, developed or acquired by her prior to or during the
      Employment Term, and the right to market, develop or otherwise use any services
      or products, including without limitation any that may be similar to or
      competitive with services or products of the Corporation, provided, however,
      that the exercise of such rights shall not result in a disclosure or
      incorporation in any end product by the Employee of any specific item of
      Confidential Information.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	12.	
              COOPERATION
                FOLLOWING TERMINATION

            


    

    


    Employee
      agrees that, following notice of termination of her employment, she shall
      cooperate fully with the Corporation in all matters relating to the completion
      of her pending work on behalf of the Corporation and the orderly transition
      of
      such work to such other Employees as the Corporation may designate. Employee
      further agrees that during and following the termination of her employment
      she
      shall cooperate fully with the Corporation as to any and all claims,
      controversies, disputes or complaints over which she has any knowledge or that
      may relate to her or her employment relationship with the Corporation; provided,
      however, that Employee will be reimbursed by the Corporation for any out of
      pocket expenses incurred pursuant to her duties under this Section 12 and
      reasonably compensated for her time. Such cooperation includes, but is not
      limited to, providing the Corporation with all information known to her related
      to such claims, controversies, disputes or complaints and appearing and giving
      testimony in any forum.

    


    
      	13.	
              MEDIATION

            


    

    


    Employee
      acknowledges and understands that certain issues and/or decisions herein are
      to
      be made by the Corporation and that certain issues and/or decisions require
      the
      Corporation’s approval (including, but not limited to, salary, bonuses, vacation
      time, assignment of new duties, and the ability to waive any of the terms of
      this Agreement). In the event of an impasse resulting from a 50/50 deadlock
      or
      tie regarding such issues and/or decisions, the Corporation shall submit the
      issue to neutral, non-binding mediation prior to the commencement of
      arbitration, litigation or any other proceeding before a trier of fact.
      Employee, as a member of the Board of Directors and executive officer of the
      Corporation, agrees to act in good faith to participate in mediation, and will
      attempt to identify a mediator that is mutually acceptable to both Employee
      and
      Ms. Josloff (collectively, “the parties”). If a mediator cannot be agreed upon
      by the parties, each party shall designate a mediator and those mediators shall
      select a third mediator who shall act as the neutral mediator, assisting the
      parties in attempting to reach a resolution. The parties to the mediation shall
      share equally in its cost. If the dispute is resolved successfully through
      mediation, the resolution will be documented by a written agreement executed
      by
      the parties. If the mediation does not successfully resolve the dispute, the
      mediator shall provide written notice to the parties reflecting same, and the
      parties may then proceed to seek an alternative form of resolution of the
      dispute in accordance with the remaining terms of this Agreement and other
      rights and remedies afforded to them by law. 

    


    
      	14.	
              ARBITRATION

            


    

    


    With
      the
      exception of those referenced in Paragraph 13, above, all disputes,
      controversies and claims arising between the Corporation and the Employee out
      of
      or relating to this Agreement or any breach thereof, shall be submitted to
      binding arbitration in New York, New York, pursuant to the rules of the American
      Arbitration Association for expedited arbitration. Judgment upon the
      determination or award rendered by the arbitrators may be entered in any court
      having jurisdiction thereof; provided, however, that the provisions of this
      Section 14 shall in no way limit or impair the rights of the parties to avail
      themselves of the remedies provided for herein. The arbitrators may award to
      the
      winning party the costs (including reasonable attorney’s fees and expenses) of
      any such arbitration.

    


    
      	15.	
              GOVERNING
                LAW

            


    

    


    Except
      as
      otherwise explicitly noted, this Agreement shall be governed by and construed
      in
      accordance with the laws of the State of New York (without giving effect to
      conflict of law).

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	16.	
              INTEGRATION

            


    

    


    This
      Agreement constitutes the entire understanding between the parties hereto
      relating to the subject matter hereof, superseding all negotiations, prior
      discussions, preliminary agreements and agreements related to the subject matter
      hereof made prior to the date hereof. 

    


    
      	17.	
              MODIFICATIONS
                AND AMENDMENTS

            


    

    


    This
      Agreement may be modified or amended only by an instrument in writing executed
      by the parties hereto and approved in writing by the Board of Directors of
      the
      Corporation. Such modification or amendment will not become effective until
      such
      approval has been given.

    


    
      	18.	
              SEVERABILITY

            


    

    


    If
      any of
      the terms or conditions of this Agreement shall be declared void or
      unenforceable by any court or administrative body of competent jurisdiction,
      such term or condition shall be deemed severable from the remainder of this
      Agreement, and the other terms and conditions of this Agreement shall continue
      to be valid and enforceable.

    


    
      	19.	
              NOTICE

            


    

    


    For
      the
      purpose of this Agreement, notices and all other communications provided for
      in
      this Agreement shall be in writing and shall be deemed to have been duly given
      as of the date if delivered in person or by telecopy, on the next business
      day,
      if sent by a nationally recognized overnight courier service, and on the second
      business day if mailed by registered mail, return receipt requested, postage
      prepaid, in each case addressed as follows:

    


    If
      to
      the Employee:

    


    Stacy
      Josloff

    222
      East
      67th
      Street

    Apt
      #A

    New
      York,
      NY 10021

    


    If
      to
      the Corporation:

    


    INCA
      Designs, Inc.

    53
      West
      36th
      Street,
      Suite 906

    New
      York,
      New York 33172

    


    With
      a
      copy to:

     

    
      
        	
                Joel
                  Schneider, Esq.

              	
                and

              	
                Faun
                  M. Phillipson, Esq.

              
	
                Sommer
                  & Schneider, LLP

              	 	
                Phillipson
                  & Uretsky, LLP

              
	
                595
                  Stewart Avenue, Suite 710

              	 	
                111
                  Broadway, 8th
                  Floor

              
	
                Garden
                  City, NY 11530

              	 	
                New
                  York, New York 10006

              


      

    

     

    or
      to
      such other address as any party may have furnished to the other in writing
      in
      accordance herewith, except that notices of changes of address shall be
      effective upon receipt.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	20.	
              WAIVER

            


    

    


    The
      observation or performance of any condition or obligation imposed upon the
      Employee hereunder may be waived only upon the written consent of the Board
      of
      Directors of the Corporation. Such waiver shall be limited to the terms thereof
      and shall not constitute a waiver of any other condition or obligation of the
      Employee under this Agreement.

    


    Dated
      the
      date first above written.

     

    
      
        	 	 	 
	 	INCA
                DESIGNS,
                INC.
	 
 	 
 	 
 
	 	By:  	/s/ Stephanie
                Hirsch
	 	
                
Stephanie
                Hirsch, President
	 	 


      


      
        	 	 	 
	 	  	/s/ Stacy
                Josloff
	 	
                

                Stacy
                  Josloff