Alpha Music Mfg Corp. - FORM S-1 - EX-10 - EMPLOYMENT AGREEMENT WITH KATHLEEN ELLIS - January 6, 2010

Attached files

file filename
S-1 - FORM S-1 - Alpha Music Mfg Corp.s-1.txt
EX-3.(II) - BY-LAWS - Alpha Music Mfg Corp.ex3ii1.txt
EX-3.(I) - ARTICLES OF INCORPORATION - Alpha Music Mfg Corp.ex3i1.htm
EX-10 - EMPLOYMENT AGREEMENT WITH LINFORD ELLIS - Alpha Music Mfg Corp.ex_10-1.txt
EX-23 - CONSENT OF AUDITORS - Alpha Music Mfg Corp.ex_23-1.txt
EX-5 - OPINION ON LEGALITY - Alpha Music Mfg Corp.ex_5-1.txt
EX-10 - FORM OF CONVERTIBLE DEBENTURE - Alpha Music Mfg Corp.ex_10-4.txt
EX-10 - CONSULTING AGREEMENT WITH JEFFREY COLLINS - Alpha Music Mfg Corp.ex_10-3.txt
 


                                  EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

      This Agreement is made and effective the 1st day of January 2010 by Alpha
Music Mfg. Corp., a Florida corporation, with its principal place of business at
1400 NW 65th Ave. Bay "A" Plantation, FL 33313 ("ALPHA"), and Kathleen Ellis,
whose address is 1400 NW 65th Ave. Bay "A" Plantation, FL 33313 ("Ellis")

         WHEREAS, ALPHA's primary business objective consists of offering the
services of Audio CD/CD Rom duplication and replication, DVD duplication and
Vinyl record pressing (the "Business"); and

         WHEREAS, ALPHA wishes to retain Ellis, and Ellis wishes to be retained
in such capacity and perform certain services for ALPHA, to promote the
interests of the business;

         NOW THEREFORE, in consideration of the promises contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged by each party, the parties, intending to be legally bound,
hereby agree as follows:

            1. The above recitals are true and correct and incorporated herein
by reference.

            2. ALPHA hereby retains Ellis as Office Manager and Ellis hereby
accepts such engagement, under the conditions and requirements specified herein,
as an employee of ALPHA, with such duties and responsibilities as may reasonably
be assigned pursuant to this Agreement.

            3. Ellis's principal duties shall include Office Manager and such
other responsibilities as may be reasonably designated by ALPHA'S Board of
Directors to enhance and promote the Business.

            4. Ellis shall work full time commencing January 1st 2010 at
compensation of $ 500 net per month which shall be paid from operating capital
and not investment capital use of proceeds with ALPHA providing suitable working
conditions.

            5. Ellis acknowledges that this Employment Agreement is "at will,"
and the parties agree that this agreement may be terminated by either party upon
two (2) months written notice if "without cause" (for any reason whatsoever).
ALPHA shall also have the right to terminate this agreement "for cause." For
purposes of this agreement, "cause" shall include the inability of Ellis,
through sickness, absence or other incapacity, to perform the duties required
under this agreement for a period in excess of one (1) month; the refusal of
Ellis to follow the directions of ALPHA board of directors or executive
officers; dishonesty; theft; or conviction of a crime.

            6. Ellis acknowledges that she will have access to significant
Confidential and Propriety Information of ALPHA including client and vendor
names, ALPHA talent development services and techniques, and any information,
formula, pattern, compilation, program, device, method, technique, or process
that: (a) derives independent economic value, actual or potential, from not

                                        1



being generally known to, and not being readily ascertainable by proper means
by, other persons who can obtain economic value from its disclosure or use; and
(b) is the subject of efforts that are reasonable under the circumstances to
maintain its secrecy. Ellis further acknowledges that all such Confidential and
Propriety Information is of unique and great value to ALPHA, and is essential to
ALPHA preservation of its Business and goodwill. Accordingly, Ellis agrees that
all such Confidential and Propriety Information will be acquired under
circumstances giving rise to a duty to maintain its secrecy or limit its use,
and that Ellis will not misappropriate, or otherwise disclose (directly or
indirectly) to any third party without the written permission of ALPHA, any such
Confidential and Propriety Information. In the event Ellis is required to make
disclosure pursuant to any state or federal law or pursuant to proper court or
similar governmental order, Ellis shall provide ALPHA with at least twenty (20)
days' prior written notice of such required disclosure so that ALPHA may take
such actions, as it may deem necessary or appropriate. This provision shall
survive termination of this agreement for a period of one (1) year.

            7. Ellis further agrees that any and all products, designs, talent
development techniques, art works and work product of any nature whatsoever
developed by Ellis or anyone at ALPHA, whether or not during working hours and
which has or may have applicability to any aspect of ALPHA'S Business, as
determined by ALPHA in its sole discretion (collectively "Work Product"), shall
be the sole and exclusive property of ALPHA, and Ellis hereby irrevocably
conveys to ALPHA all of Ellis's right, title and interest in and to all Work
Product which may be developed during his employ by ALPHA.

            8. Ellis agrees that while this agreement is in effect and for a
period of one (1) year following termination hereof, Ellis will not in any way
compete with the Business of ALPHA within one-hundred (100) miles of ALPHA
and/or ALPHA affiliated entities offices and facilities, including that Ellis
will not solicit any current of former employees of or any of ALPHA'S actual or
prospective clients, vendors, licensees, songwriters, song producers, song
promoters, album distributors, etc...

            9. Time is of the essence of this agreement. This agreement is made
in the State of Florida and shall be governed by Florida law. This is the entire
agreement between the parties and may not be modified or amended except by a
written document signed by the party against whom enforcement is sought. This
agreement may be signed in more than one counterpart (including by facsimile),
in which case each counterpart shall constitute an original of this agreement.
Any paragraph headings are for convenience only and are not intended to expand
or restrict the scope or substance of the provisions of this agreement. Wherever
used herein, the singular shall include the plural, the plural shall include the
singular, and pronouns shall be read as masculine, feminine or neuter as the
context requires. The provisions of this agreement shall be deemed severable, in
whole or in part. Any dispute arising out of or relating to this agreement will
be resolved in the courts of Broward County, Florida, and the prevailing party
shall be entitled to reasonable costs and attorney's fees. This agreement is a
personal services contract and may not be assigned by Ellis without the prior
written consent of ALPHA.

            10. Nothing in this Agreement shall be construed or shall constitute
a partnership, joint venture, agency, or lessor-lessee relationship; but,
rather, the relationship established hereby is that of an employee of ALPHA.

                                        2



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


Alpha Music Mfg. Corp.                  Kathleen Ellis



-----------------                       ------------------
By: Linford Ellis                       By: Kathleen Ellis
    President