ex10-4.htm


    
      
        

      

    

    Exhibit
      10.4

     

    EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement (the
      "Agreement"), dated as of October 18, 2007, is between EXCELLENCY INVESTMENT
      REALTY TRUST, INC., a Maryland corporation (the "Company"), and David Mladen,
      an
      individual residing in Scarsdale, New York ("Executive").

    


    RECITALS

    


    WHEREAS,
      the Executive
      is currently the Chief Executive Officer and President of the Company and serves
      on the Company's Board of Directors; and

    


    WHEREAS,
      the Company
      and the Executive wish to enter into this Agreement to memorialize the terms
      of
      his employment with the Company and to secure his on-going
      services.

    


    NOW
      THEREFORE, in
      consideration of the mutual promises and covenants hereinafter described, the
      parties agree as follows:

    


    1.           Duties.

    


    The
      Executive shall perform the duties and exercise the powers relating to the
      office of President and Chief Executive Officer.  All duties shall be
      consistent with the customary duties of persons exercising the functions of
      the
      above-described offices.

    


    2.           Term.

    


    Executive’s
      employment term shall be for a beginning today and extending through December
      31, 2009 (the "Term").  Beginning on the first annual anniversary date
      hereof (e.g., October 18, 2008), and on each subsequent such annual anniversary
      date, the Term shall be extended one additional calendar year, unless either
      party has provided to the other party a notice in writing on or before such
      anniversary date that it does not wish to extend the Agreement.

    


    3.           Compensation
      and Benefits.

    


    (a)           Salary.   The
      Company shall pay Executive as compensation for his services during the Term
      a
      salary, on an annualized basis, of One Hundred Twenty Thousand Dollars
      ($120,000.00).  The salary shall be paid in accordance with the
      Company’s normal payroll practices. The salary shall be reviewed by the
      Directors each year, and set by the Directors in an amount not less than the
      prior year's salary.

    


    (b)           Expenses.  Upon
      submission of appropriate invoices or vouchers, the Company shall pay or
      reimburse Executive for all reasonable expenses incurred by him in the
      performance of his duties under this Agreement in furthering the business,
      and
      in keeping with the policies, of the Company.

    


    (c)           Incentive
      Compensation.   The Company's Board of Directors, in its sole
      discretion, may authorize the payment of cash incentive compensation to
      Executive from time to time.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d)           Benefits.  Executive
      shall be entitled to and shall be included in any employee welfare and
      retirement plan or program of the Company available generally to its employees
      and/or officers including, without limitation, plans for hospital services,
      medical services benefits, sick pay, dental and other health plans.

    


    (e)           Stock
      Plans.  Executive may be included in any stock incentive or stock
      compensation plan as the Board of Directors of the Company may
      determine.

    


    
      	
               

            	
              4.

            	
              General
                Provisions.

            


    

    


    (a)           All
      notices required by this Agreement shall be in writing and shall be sufficiently
      given if delivered or mailed by registered or certified mail, return receipt
      requested, to the parties at their respective addresses set forth
      below.  Any party may specify a different address by written notice to
      the other, in accordance with this Section.  All notices shall be
      deemed to have been given as of the date so delivered or mailed.

    


    
      	 	
              To
                the Company:

            
	 	 
	 	
              Excellency
                Investment Realty Trust, Inc.

            
	 	
              245
                Park Avenue – 39th
                Floor

            
	 	
              New
                York, New York 10167

            
	 	
              Attn.:  Board
                of Directors

            
	 	 
	 	
              To
                Executive:

            
	 	 
	 	
              David
                Mladen

            
	 	
              58
                Dorset Road

            
	 	
              Scarsdale,
                New York 10583

            


    

    


    (b)           Except
      insofar as Executive may be subject to general policies now in force or as
      may
      be adopted by the Company from time to time, this Agreement contains the entire
      agreement between the parties, and there are no other representations,
      warranties, conditions or agreements relating to the subject matter of this
      Agreement.  This Agreement may not be changed orally but only by an
      agreement in writing duly executed on behalf of the party against which
      enforcement of any waiver, change, modification, consent or discharge is
      sought.  This Agreement shall be binding upon and inure to the benefit
      of the Company and Executive and their respective successors, assigns, heirs
      and
      legal representatives.  Insofar as Executive is concerned, this
      Agreement is personal and Executive's duties under it shall not be assigned
      by
      Executive.   This Agreement may be executed in one or more
      counterparts, all of which taken together shall constitute one and the same
      instrument.  This Agreement shall be construed pursuant to and in
      accordance with the laws of the State of New York.  If any term or
      provision of this Agreement is held or deemed to be invalid or unenforceable,
      in
      whole or in part, by a court of competent jurisdiction, such term or provision
      shall be ineffective to the extent of such invalidity or unenforceability
      without rendering invalid or unenforceable the remaining terms and provisions
      of
      this Agreement.


    
      
        
        

      

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

    


    EXCELLENCY
      INVESTMENT REALTY TRUST, INC.

    


    /s/
      Vera Mladen

    By:

     

    Its: 
Corporate
      Secretary

     

     

    


    


    EXECUTIVE

    


    


    /s/
      David Mladen

    David
      Mladen

     

     

     

     

     

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