Preview | Employment Agreement |

EMPLOYMENT AGREEMENT (this Agreement) dated as of March 31, 2006, between Petals Decorative Accents, Inc., (the Company), a Delaware corporation, and Stephen M. Hicks (the Executive), a resident of Connecticut.

NOW, THEREFORE, in consideration of the premises, the mutual agreements set forth below and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Employment. The Company hereby agrees to employ the Executive, and the Executive accepts such employment and agrees to perform services for the Company, for the period and upon the other terms and conditions set forth in this Agreement.

2. Term. Unless terminated at an earlier date in accordance with Section 9 of this Agreement, the term of the Executives employment hereunder shall commence as of the date of this Agreement (the Commencement Date) and shall continue for a period of five (5) years following the Commencement Date (the Initial Term), and except as provided below or in Section 8, shall automatically renew for successive one year periods; provided, however, that either party may decline to renew this Agreement by giving the other party hereto written notice to such effect ninety (90) days in advance of the end of Initial Term or the end of any one year renewal period.

(a) Service with Company. During the term of the Executives employment, the Executive agrees to perform employment duties for the Company in an executive capacity in the position of Chairman of the Board of Directors. Executive also agrees to serve in such office as the Board of Directors of the Company may hereinafter from time to time determine, provided that such alternative capacity is comparable in duties and responsibility in all material respects.

(b) Performance of Duties. The Executive agrees to serve the Company faithfully and to the best of his ability and to devote such time as he, in his sole discretion, deems reasonable necessary to fulfill his obligations under this Agreement, it being understood that Executives employment hereunder shall not require his full business time. It is hereby further understood that Executive shall continue to be separately employed and devote a substantial amount of his business time and attention in performing duties for Southridge Capital Management LLC, among other things..

(a) Base Salary. As compensation for all services to be rendered by the Executive under this Agreement, the Company shall pay to the Executive a base salary of $280,000, less deductions and withholdings, which salary shall be paid monthly in arrears; provided, however, the base salary shall start to accrue on the Commencement Date, but the Company may defer payment of the base salary to the Executive until January 1, 2007. In the sole discretion of the Executive, the Executive, from time to time, may elect to receive all or any part of his base salary in the common stock of the Company. The value of any common stock to be paid to the Executive shall be determined as follows: (i) if there exists a public market for the common stock of the Company, then the price shall be 75% of the average of the closing trading prices for the 10 trading days ending the trading day immediately prior to the due date, or (ii) if no public market exists for the common stock of the Company, than by the Board of Directors of the Company in its reasonable good faith judgment.