{"id":39685,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-urban-cool-network-inc-and-barry-levine.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-urban-cool-network-inc-and-barry-levine","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-urban-cool-network-inc-and-barry-levine.html","title":{"rendered":"Employment Agreement &#8211; Urban Cool Network Inc. and Barry Levine"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n\n         AGREEMENT  made and entered into as of this 22nd day of November,  1999\nbetween Urban Cool Network,  Inc., a Delaware  corporation  (the  \"Corporation\")\nhaving an address at 1401 Elm Street,  Dallas, Texas 75626 and Barry Levine (the\n\"Executive\"), residing at 18 Ramapo Trail, Harrison, New York 10528.\n\n                              W I T N E S S E T H:\n\n         WHEREAS, Executive is presently employed by the Corporation; and\n\n         WHEREAS, the Company and the Executive desire to set forth the terms of\nExecutive's  employment  with the Company,  pursuant to the terms and conditions\nhereof.\n\n         NOW, THEREFORE, in consideration of the covenants and agreements herein\ncontained, the parties hereto agree with each other as follows:\n\n         1. Term of Employment. The Corporation agrees to and does hereby employ\nExecutive,  and  Executive  agrees to and does hereby  accept  employment by the\nCorporation,  as the Treasurer and Chief Financial  Officer of the  Corporation,\nsubject to the supervision and direction of its Chief Executive  Officer and its\nBoard of Directors,  for the one (1) year period  commencing on the consummation\nof the initial public offering of the Corporation's securities (the \"Term\").\n\n         2. Duties of Executive. Executive shall devote such time, attention and\nenergy to the affairs of Corporation as shall be reasonably  required to perform\nhis duties  hereunder,  and, in pursuance of the policies and  directions of the\nBoard of Directors, Executive shall use his best efforts\n\n\n\n\n\n\n\n\nto promote the business and affairs of the Corporation.\n\n         3. Base  Compensation.  In  consideration  of the Executive's  services\npursuant  to this  Agreement,  Corporation  shall pay to  Executive,  during the\nperiod of Executive's employment under this Agreement (the \"Base Compensation\"),\n(i) a salary at the rate of One Hundred Twenty Five Thousand Dollars  ($125,000)\nper year  during  the  first  year of this  Agreement;  and  (ii) for each  year\nthereafter,  annual  compensation  shall be  determined  by the Chief  Executive\nOfficer and its Board of  Directors,  but not less than  $125,000 per year.  The\nBase Compensation shall be payable in equal installments, in accordance with the\nCorporation's   customary  procedures  for  executive   employees,   subject  to\napplicable tax and payroll deductions.\n\n         4. Incentive Compensation.\n\n            (a) Provided  Executive has duly performed his obligations  pursuant\nto this  Agreement,  Executive  shall be  eligible  to  receive,  as  additional\ncompensation  for the services to be rendered by Executive under this Agreement,\nincentive compensation. The amount of such incentive compensation, if any, shall\nbe  determined  by the Board of  Directors in its sole  discretion  based on the\nExecutive's performance and contributions to the Corporation's success.\n\n            (b) Provided Executive's employment continues during the term hereof\nand he is in good  standing  with the  Company,  Executive  shall be eligible to\nreceive, as additional compensation for the services to be rendered by Executive\nunder this Agreement,  10,000 options to purchase shares of the Company's common\nstock pursuant to the Company's 1999 Stock Option Plan.  Such options shall vest\none year from the date hereof.\n\n\n\n                                      - 2 -\n\n\n\n\n\n\n\n\n         5. Other Benefits.  (a) During the term of this Agreement the Executive\nshall be entitled to participate in any benefit plans adopted by the Corporation\nfor the general and overall  benefit of all employees  and\/or for key executives\nof the Corporation such as health care, life insurance, disability, stock option\nplans, tax, legal and financial planning services,  pension,  profit sharing and\nsavings.\n\n            (b) During the term of this  Agreement,  Executive shall be entitled\nto a monthly car allowance of $400.00.\n\n         6.  Vacation.  Executive  shall be entitled to a fully paid vacation of\nthree (3) weeks per calendar  year,  which  vacation  shall be scheduled at such\ntime or times as the Corporation in  consultation  with Executive may reasonably\ndetermine.\n\n         7. Expenses.  The Corporation shall pay or reimburse  Executive for all\nreasonable and necessary  expenses incurred by him in connection with his duties\nhereunder,  upon  submission by Executive to the  Corporation of such reasonable\nevidence of such expenses as the Corporation may require.\n\n         8. Insurance.  The Corporation may from time to time apply for policies\nof  life,  health  and  accident  insurance  or  disability  insurance  upon the\nExecutive in such amounts as the Corporation  deems  appropriate.  The Executive\nagrees to aid the Corporation in procuring such insurance,  including submitting\nto a  physical  examination,  if  required,  and  completing  any and all  forms\nrequired for application for any insurance policy.\n\n         9.  Disclosure  of  Information.   The  Executive  shall,   during  his\nemployment  under this Agreement and thereafter,  keep  confidential and refrain\nfrom disclosing to any unauthorized persons all data and information relating to\nthe respective businesses of the Corporation or any of its\n\n\n                                      - 3 -\n\n\n\n\n\nsubsidiaries.\n\n         10.  Intellectual  Property  Rights.  (a) The Executive  shall promptly\ndisclose to the  Corporation  in writing,  any and all  charts,  layouts,  maps,\ninventions,  improvements,  techniques,  markets,  sales and advertising  plans,\nprocesses,  concepts  and plans,  whether or not  copyrightable  or  patentable,\nsecret  processes and \"know-how,\"  conceived by the Executive during the term of\nhis employment by the Corporation  (the  \"Executive's  Work  Product\"),  whether\nalone or with others and whether  during  regular  working hours and through the\nuse of facilities and property of the  Corporation or otherwise,  which directly\nrelates to the  present  business  of the  Corporation.  Upon the  Corporation's\nrequest  at any time or from  time to time  during  the Term of the  Executive's\nemployment,  the Executive  shall (i) deliver to the  Corporation  copies of the\nExecutive's Work Product that may be in his possession or otherwise available to\nhim,  and  (ii)  execute  and  deliver  to the  Corporation  such  applications,\nassignments and other  documents as it may reasonably  require in order to apply\nfor and obtain  copyrights  or patents in the United States of America and other\ncountries  with  respect to any  Executive's  Work  Product  that it deems to be\ncopyrightable  or  patentable,  and\/or  otherwise  to vest in itself  full title\nthereto.\n\n            (b) All documents that pertain to the Corporation, including but not\nlimited  to the  Executive's  Work  Product,  shall be the  sole  and  exclusive\nproperty of the Corporation. Upon the termination of the Executive's employment,\nall such documents  that may be in his possession or otherwise  available to him\nor shall  thereafter  come into his  possession  or  control  shall be  promptly\nreturned to the Corporation without the necessity of a request therefor.\n\n         11.  Non-Competition  Covenant. (a) The Executive shall not, during his\nemployment by the Corporation,  engage, directly or indirectly,  in any business\ncompetitive with the business of\n\n\n\n                                      - 4 -\n\n\n\n\nthe Corporation without the consent of the Board of Directors.\n\n            (b) For a  period  of one (1)  year  after  the  termination  of the\nExecutive's employment hereunder (the \"Non-Competition  Period\"), for any reason\nwhatsoever,  other than a termination by the Corporation  without good cause, or\nby Executive for good reason (as  hereinafter  defined) the Executive  shall not\n(i) engage, directly or indirectly, as an officer, director, shareholder, owner,\npartner,  joint  venturer or in a managerial  capacity,  whether as an employee,\nindependent  contractor,  consultant or advisor, or as a sales representative in\nany business related to Internet products and services,  and related  activities\nthroughout  the United States (the  \"Territory\"),  without the permission of the\nBoard of  Directors,  which  permission  shall not be  unreasonably  withheld or\ndelayed or (ii) induce or actively  attempt to influence  any other  employee or\nconsultant of the  Corporation to terminate his or her employment or consultancy\nwith the  Corporation.  Nothing  herein  contained  shall be deemed  to  prevent\nownership by Executive and his associates (as said term is defined in regulation\n14(A) promulgated under the Securities  Exchange Act of 1934 as in effect on the\ndate hereof), collectively, of not more than 5% of the outstanding capital stock\nof a corporation listed on a national securities exchange.\n\n            (c) (i) The  parties to this  Agreement  consider  the  restrictions\ncontained herein reasonable as to the duration of the Non-Competition Period and\nthe extent of the  Territory.  However,  if the duration of the  Non-Competition\nPeriod  or the  extent  of the  Territory  herein  specified  should  be  judged\nunreasonable by any Court or arbitration proceeding,  the validity and effect of\nthe remaining  provisions of this Agreement  shall not be affected  thereby and,\nthe  duration of the  Non-Competition  Period shall be reduced by such number of\nmonths  and\/or  the  area of the  Territory  shall be  reduced  such  that,  the\nTerritory and the Non-Competition Period shall be deemed\n\n\n                                      - 5 -\n\n\n\n\n\nreasonable so that the foregoing covenant not to compete may be enforced.\n\n               (ii)  Executive  agrees  and  recognizes  that in the  event of a\nbreach or  threatened  breach by Executive of the  provisions  of the  foregoing\ncovenants,  the Corporation may suffer  irreparable harm, and that money damages\nmay not be an adequate remedy. Therefore, the Corporation shall be entitled as a\nmatter of right to specific  performance of the covenants of Executive contained\nherein  by way of  temporary  or  permanent  injunctive  relief  in a  Court  of\ncompetent jurisdiction.\n\n         12.  Termination.  This  Agreement and  Executive's  employment  may be\nterminated in any one of the followings ways:\n\n             (a) Death. The death of Executive shall immediately  terminate this\nAgreement with no severance compensation due to Executive's estate.\n\n             (b)  Disability.  If, as a result of incapacity  due to physical or\nmental  illness or injury,  Executive  shall have been absent from his full-time\nduties hereunder for three (3) consecutive  months,  then thirty (30) days after\nreceiving written notice (which notice may occur before or after the end of such\nthree (3) month period,  but which shall not be effective  earlier than the last\nday of such three (3) month period),  the Corporation may terminate  Executive's\nemployment hereunder provided Executive is unable to resume his full-time duties\nat the  conclusion of such notice  period.  Also,  Executive may terminate  this\nemployment  hereunder  if his health  should  become  impaired to an extent that\nmakes  the  continued  performance  of his  duties  hereunder  hazardous  to his\nphysical  or mental  health or his life,  provided  that  Executive  shall  have\nfurnished the Corporation  with a written  statement from a qualified  doctor to\nsuch effect and  provided,  further,  that,  at the  Corporation's  request made\nwithin thirty (30) days of the date of such written statement, Executive\n\n\n                                      - 6 -\n\n\n\n\n\nshall submit to an examination by a doctor  selected by the  Corporation  who is\nreasonably  acceptable to Executive or Executive's  doctor and such doctor shall\nhave  concurred  in the  conclusion  of  Executive's  doctor.  In the event this\nAgreement is terminated as a result of Executive's  disability,  Executive shall\n(i) receive from the Company,  in a lump-sum payment due within thirty (30) days\nof the effective date of termination,  the base salary for one (1) year and (ii)\nthe Corporation shall make the insurance premium payments  contemplated by COBRA\nfor a period of eighteen (18) months after such termination.\n\n             (c) Good Cause.  The  Corporation  may terminate this Agreement ten\n(10) days after  written  notice to Executive for \"Good Cause,\" which shall mean\nany  one or  more  of the  following:  (1)  Executive's  willful,  material  and\nirreparable  breach of this Agreement;  (2) Executive's  gross negligence in the\nperformance or intentional  nonperformance  (continuing  for ten (10) days after\nreceipt of written notice of need to cure) of any of Executive's material duties\nand  responsibilities  hereunder;  (3) Executive's willful dishonesty,  fraud or\nmisconduct  with  respect to the  business or affairs of the  Corporation  which\nmaterially   and  adversely   affects  the   operations  or  reputation  of  the\nCorporation;  (4)  Executive's  conviction of a felony  crime;  or (5) confirmed\npositive illegal drug test result. In the event of a termination for Good Cause,\nas  enumerated   above,   Executive   shall  have  no  right  to  any  severance\ncompensation.\n\n             (d)  Without  Good  Cause.  At any time after the  commencement  of\nemployment,   Executive  may,  without  cause,   terminate  this  Agreement  and\nExecutive's  employment,  effective  thirty  (30) days after  written  notice is\nprovided to the Corporation. Executive may only be terminated without Good Cause\nby the Corporation  during the Term hereof if such  termination is approved by a\nmajority  of the  members  of the  Board of  Directors  of the  Corporation  and\nprovided\n\n\n\n                                      - 7 -\n\n\n\n\n\nthat the  Executive  receives  at least one (1)  month  written  notice.  Should\nExecutive  terminate  with  Good  Reason  or in  the  event  that  Executive  is\nterminated without Good Cause during the Term,  Executive shall receive from the\nCorporation,  on such dates as would otherwise be paid by the  Corporation,  the\nlesser of the base  salary  at the rate  then in effect  for a period of one (1)\nyear, or the base salary then in effect for the balance of the Term. Further, if\nExecutive  is  terminated  without  Good  Cause  or  terminates  his  employment\nhereunder with Good Reason, (a) the Corporation shall make the insurance premium\npayments  contemplated  by  COBRA  for a period  of six (6)  months  after  such\ntermination,  (b) the Executive shall be entitled to receive a prorated  portion\nof any annual  bonus and other  incentive  compensation  to which the  Executive\nwould have been entitled for the year during which the termination  occurred had\nthe Executive not been terminated, (c) all options to purchase the Corporation's\nCommon  Stock based upon the  schedule  set forth in  paragraph  4(b) shall vest\nthereupon,  and (d) the Executive  shall be entitled to receive all other unpaid\nbenefits due and owing through Executive's last day of employment.  If Executive\nresigns or otherwise terminates his employment without Good Reason,  rather than\nthe  Corporation  terminating  his  employment  pursuant to this  paragraph  12,\nExecutive shall receive no severance compensation.\n\n             (e)  Corporation's  Failure to Execute Initial Public Offering.  In\nthe event that the  Corporation  does not complete an initial public offering of\nthe  Corporation's  securities which does not result in the gross proceeds of at\nleast  $15,000,000 by March 15, 2000, the  Corporation  hereunder shall have the\nright to terminate the employment agreement without any liability.\n\n         13.  Indemnification.  In the  event  Executive  is made a party to any\nthreatened,  pending or completed  action,  suit or  proceeding,  whether civil,\ncriminal,   administrative  or  investigative  (other  than  an  action  by  the\nCorporation against Executive), by reason of the fact that he is or was\n\n\n                                     - 8 -\n\n\n\n\nperforming  services under this Agreement,  then the Corporation shall indemnify\nExecutive against all expenses (including attorneys' fees), judgments, fines and\namounts paid in settlement,  as actually and reasonably incurred by Executive in\nconnection  therewith to the maximum  extent  permitted by  applicable  law. The\nadvancement of expenses shall be mandatory. In the event that both Executive and\nthe Corporation are made a party to the same third-party action, complaint, suit\nor proceeding,  the Corporation agrees to engage competent legal representation,\nand Executive  agrees to use the same  representation,  provided that if counsel\nselected by the Corporation shall have a conflict of interest that prevents such\ncounsel from representing  Executive,  Executive may engage separate counsel and\nthe Corporation shall pay all attorneys' fees of such separate counsel. Further,\nwhile  Executive is expected at all times to use his best efforts to  faithfully\ndischarge his duties under this  Agreement,  Executive  cannot be held liable to\nthe  Corporation  for errors or omissions made in good faith where Executive has\nnot exhibited gross,  willful and wanton  negligence and misconduct or performed\ncriminal  and  fraudulent  acts  which  materially  damage the  business  of the\nCorporation.\n\n         14.  Effect of Waiver.  The  waiver by either  party of a breach of any\nprovision of this Agreement shall not operate or be construed as a waiver of any\nsubsequent breach thereof.\n\n         15. Notices. Any notice permitted,  required,  or given hereunder shall\nbe in writing and shall be  personally  delivered;  or  delivered by any prepaid\novernight courier delivery service then in general use; or mailed, registered or\ncertified mail, return receipt requested,  to the addresses designated herein or\nat such other address as may be designated by notice given hereunder:\n\n\n                  If to :               Barry Levine\n                                        18 Ramapo Trail\n                                        Harrison, New York 10528\n\n\n\n                                      - 9 -\n\n\n\n\n                  If to :               Urban Cool Network, Inc.\n                                        1401 Elm Street\n                                        Dallas, Texas 75626\n\n\n                  With a copy to:       Marc G. Rosenberg, Esq.\n                                        Silverman, Collura &amp; Chernis, P.C.\n                                        381 Park Avenue\n                                        New York, New York 10016\n\n\n         Delivery  shall be deemed made when actually  delivered,  or if mailed,\nthree days after delivery to a United States Post Office.\n\n         16.  Assignment.  Executive shall not be entitled to assign his rights,\nduties or obligations under this Agreement.\n\n         17.  Amendments.  The terms and  provisions  of this  Agreement  may be\namended or  modified  only by a written  instrument  executed by the party to be\ncharged by such amendment or modification.\n\n         18.  Governing Law. The terms and provisions  herein  contained and all\nthe  disputes  or  claims  relating  to this  Agreement  shall be  governed  by,\ninterpreted  and construed in accordance  with the internal laws of the State of\nNew York, without reference to its conflict of laws principles.\n\n         19.  Arbitration.  (a) In the event of a dispute  between  the  parties\narising out of or relating to this Agreement, or the breach thereof, the parties\nshall make every effort to amicably resolve,  reconcile, and settle such dispute\nbetween them.  Should an amicable  resolution not be possible,  either party may\ninvoke arbitration.\n\n             (b) Subject to the  provisions  of Section  11(c)(ii)  hereof,  all\nclaims,  disputes and other matters in controversy  arising out of or related to\nthis Agreement or the performance or breach\n\n\n                                     - 10 -\n\n\n\n\nhereof,  shall  be  decided  by  binding  arbitration  in  accordance  with  the\nCommercial  Arbitration Rules of the American Arbitration  Association (the \"AAA\nRules\"),  by a panel of three (3)  arbitrators,  in New York,  New York. One (1)\nsuch arbitrator shall be appointed by each of the parties within three (3) weeks\nafter being requested by the other party to make such  appointment and the third\narbitrator  shall  be  appointed  by the two (2)  arbitrators  appointed  by the\nparties.  In the event that a party does not appoint its arbitrator  within such\nthree (3) week period, or the two (2) arbitrators appointed by the parties shall\nfail to agree on the third arbitrator,  such appointed arbitrator or arbitrators\nshall be appointed by the American  Arbitration  Association in accordance  with\nthe AAA  Rules.  The award  shall  state the  facts  and  findings  and shall be\nrendered  with reasons in writing.  The  arbitrators  shall have no authority or\npower to alter or modify any express  condition or provision of this  Agreement,\nor to render any award  which by its terms  shall have the effect of altering or\nmodifying any express  conditions or  provisions  of this  Agreement.  The award\nrendered by the arbitrators  shall be final and judgement may be entered upon it\nin  any  court  having  jurisdiction   thereof.  The  successful  party  to  the\narbitration  shall be entitled to an award for  reasonable  attorney's  fees, as\ndetermined by the arbitrators.\n\n         20.  Captions.  The captions of the sections of this  Agreement are for\nconvenience of reference only and in no way define, limit or affect the scope or\nsubstance of any section of this Agreement.\n\n         21. Merger and Severability. This Agreement shall constitute the entire\nAgreement  between the  Corporation  and  Executive  with respect to the subject\nmatter hereof. The invalidity or  unenforceability of any provision hereof shall\nin no way affect the validity or enforceability of any other provision.\n\n\n\n                                     - 11 -\n\n\n\n\n         22.  Counterparts;   Facsimile.  This  Agreement  may  be  executed  by\nfacsimile and in two (2) or more counterparts,  each of which shall be deemed an\noriginal  and all of  which  together  shall  constitute  but  one and the  same\ninstrument.\n\n\n         IN WITNESS  WHEREOF,  the parties hereto have affixed their  signatures\nthe day and year first above written.\n\n                                   Urban Cool Network, Inc.\n\n\n\n                                   By:   \/s\/ Jacob R. Miles, III\n                                         ------------------------------\n                                         Name: Jacob R. Miles, III\n                                         Title: Chief Executive Officer\n\n\n                                         \/s\/ Barry Levine\n                                         ------------------------------\n                                         Barry Levine\n\n\n                                     - 12 -\n\n\n\n\n TYPE:  EX-10.3\n SEQUENCE:  6\n DESCRIPTION:  EMPLOYMENT AGREEMENT (TERRENCE B. REDDY)\n\n\n\n\n                              EMPLOYMENT AGREEMENT\n\n\n         AGREEMENT  made and entered into as of this 22nd day of November,  1999\nbetween Urban Cool Network,  Inc., a Delaware  corporation  (the  \"Corporation\")\nhaving an address at 1401 Elm Street,  Dallas, Texas 75226 and Terrence B. Reddy\n(the \"Executive\"), residing at 5948 McFarland Drive, Plano, Texas 75093.\n\n                              W I T N E S S E T H:\n\n         WHEREAS, Executive is presently employed by the Corporation; and\n\n         WHEREAS, the Company and the Executive desire to set forth the terms of\nExecutive's  employment  with the Company,  pursuant to the terms and conditions\nhereof.\n\n         NOW, THEREFORE, in consideration of the covenants and agreements herein\ncontained, the parties hereto agree with each other as follows:\n\n         1. Term of Employment. The Corporation agrees to and does hereby employ\nExecutive,  and  Executive  agrees to and does hereby  accept  employment by the\nCorporation,  as the President and Chief Operating  Officer of the  Corporation,\nsubject to the supervision and direction of the Chief Executive  Officer and the\nBoard of Directors,  for the one (1) year period  commencing on the consummation\nof the initial public offering of the Corporation's securities (the \"Term\").\n\n         2. Duties of Executive. Executive shall devote such time, attention and\nenergy to the affairs of Corporation as shall be reasonably  required to perform\nhis duties  hereunder,  and, in pursuance of the policies and  directions of the\nChief Executive Officer, the Corporation and its\n\n\n\n\n\n\n\nBoard of Directors, Executive shall use his best efforts to promote the business\nand affairs of the Corporation.\n\n         3. Base  Compensation.  In  consideration  of the Executive's  services\npursuant  to this  Agreement,  Corporation  shall pay to  Executive,  during the\nperiod of Executive's employment under this Agreement (the \"Base Compensation\"),\n(i) a salary at the rate of One Hundred Twenty Five Thousand Dollars  ($125,000)\nper year  during  the  first  year of this  Agreement;  and  (ii) for each  year\nthereafter,  annual  compensation  shall be  determined  by the Chief  Executive\nOfficer and its Board of  Directors,  but not less than  $125,000 per year.  The\nBase Compensation shall be payable in equal installments, in accordance with the\nCorporation's   customary  procedures  for  executive   employees,   subject  to\napplicable tax and payroll deductions.\n\n         4. Incentive Compensation.\n\n            (a). Provided Executive has duly performed his obligations  pursuant\nto this  Agreement,  Executive  shall be  eligible  to  receive,  as  additional\ncompensation  for the services to be rendered by Executive under this Agreement,\nincentive compensation. The amount of such incentive compensation, if any, shall\nbe  determined  by the Board of  Directors in its sole  discretion  based on the\nExecutive's performance and contributions to the Corporation's success.\n\n            (b).  Provided  Executive's  employment  continues  during  the term\nhereof and he is in good standing with the Company,  Executive shall be eligible\nto  receive,  as  additional  compensation  for the  services  to be rendered by\nExecutive  under  this  Agreement,  10,000  options  to  purchase  shares of the\nCompany's  common stock pursuant to the Company's  1999 Stock Option Plan.  Such\noptions shall vest one year from the date hereof.\n\n\n                                      - 2 -\n\n\n\n\n\n         5. Other Benefits.\n\n            (a)  During  the  term of this  Agreement  the  Executive  shall  be\nentitled to participate in any benefit plans adopted by the  Corporation for the\ngeneral and overall  benefit of all employees  and\/or for key  executives of the\nCorporation such as health care, life insurance, disability, stock option plans,\ntax, legal and financial planning services, pension, profit sharing and savings.\n\n            (b) During the term of this  Agreement,  Executive shall be entitled\nto a monthly car allowance in the amount of $400.\n\n         6.  Vacation.  Executive  shall be entitled to a fully paid vacation of\nthree (3) weeks per calendar  year,  which  vacation  shall be scheduled at such\ntime or times as the Corporation in  consultation  with Executive may reasonably\ndetermine.\n\n         7. Expenses.  The Corporation shall pay or reimburse  Executive for all\nreasonable and necessary  expenses incurred by him in connection with his duties\nhereunder,  upon  submission by Executive to the  Corporation of such reasonable\nevidence of such expenses as the Corporation may require.\n\n         8. Insurance.  The Corporation may from time to time apply for policies\nof  life,  health  and  accident  insurance  or  disability  insurance  upon the\nExecutive in such amounts as the Corporation  deems  appropriate.  The Executive\nagrees to aid the Corporation in procuring such insurance,  including submitting\nto a  physical  examination,  if  required,  and  completing  any and all  forms\nrequired for application for any insurance policy.\n\n         9.  Disclosure  of  Information.   The  Executive  shall,   during  his\nemployment  under this Agreement and thereafter,  keep  confidential and refrain\nfrom disclosing to any unauthorized persons all data and information relating to\nthe respective businesses of the Corporation or any of its\n\n\n                                      - 3 -\n\n\n\n\n\nsubsidiaries.\n\n         10.  Intellectual  Property  Rights.  a. The Executive  shall  promptly\ndisclose to the  Corporation  in writing,  any and all  charts,  layouts,  maps,\ninventions,  improvements,  techniques,  markets,  sales and advertising  plans,\nprocesses,  concepts  and plans,  whether or not  copyrightable  or  patentable,\nsecret  processes and \"know-how,\"  conceived by the Executive during the term of\nhis employment by the Corporation  (the  \"Executive's  Work  Product\"),  whether\nalone or with others and whether  during  regular  working hours and through the\nuse of facilities and property of the  Corporation or otherwise,  which directly\nrelates to the  present  business  of the  Corporation.  Upon the  Corporation's\nrequest  at any time or from  time to time  during  the Term of the  Executive's\nemployment,  the Executive  shall (i) deliver to the  Corporation  copies of the\nExecutive's Work Product that may be in his possession or otherwise available to\nhim,  and  (ii)  execute  and  deliver  to the  Corporation  such  applications,\nassignments and other  documents as it may reasonably  require in order to apply\nfor and obtain  copyrights  or patents in the United States of America and other\ncountries  with  respect to any  Executive's  Work  Product  that it deems to be\ncopyrightable  or  patentable,  and\/or  otherwise  to vest in itself  full title\nthereto.\n\n             b. All documents that pertain to the Corporation, including but not\nlimited  to the  Executive's  Work  Product,  shall be the  sole  and  exclusive\nproperty of the Corporation. Upon the termination of the Executive's employment,\nall such documents  that may be in his possession or otherwise  available to him\nor shall  thereafter  come into his  possession  or  control  shall be  promptly\nreturned to the Corporation without the necessity of a request therefor.\n\n         11.  Non-Competition  Covenant.  a. The Executive shall not, during his\nemployment by the Corporation,  engage, directly or indirectly,  in any business\ncompetitive with the business of\n\n\n                                      - 4 -\n\n\n\n\n\nthe Corporation without the consent of the Board of Directors.\n\n             b.  For a period  of one (1)  year  after  the  termination  of the\nExecutive's employment hereunder (the \"Non-Competition  Period\"), for any reason\nwhatsoever,  other than a termination by the Corporation  without good cause, or\nby Executive for good reason (as  hereinafter  defined) the Executive  shall not\n(i) engage, directly or indirectly, as an officer, director, shareholder, owner,\npartner,  joint  venturer or in a managerial  capacity,  whether as an employee,\nindependent  contractor,  consultant or advisor, or as a sales representative in\nany  business  competitive  with the  business  of the  corporation  without the\npermission of the Board of Directors, which permission shall not be unreasonably\nwithheld or delayed or (ii) induce or actively  attempt to  influence  any other\nemployee or consultant of the  Corporation to terminate his or her employment or\nconsultancy  with the  Corporation.  Nothing herein contained shall be deemed to\nprevent  ownership by Executive and his  associates  (as said term is defined in\nregulation  14(A)  promulgated  under the Securities  Exchange Act of 1934 as in\neffect on the date hereof), collectively, of not more than 5% of the outstanding\ncapital stock of a corporation listed on a national securities exchange.\n\n             c. (i) The  parties to this  Agreement  consider  the  restrictions\ncontained herein reasonable as to the duration of the Non-Competition Period and\nthe extent of the  Territory.  However,  if the duration of the  Non-Competition\nPeriod  or the  extent  of the  Territory  herein  specified  should  be  judged\nunreasonable by any Court or arbitration proceeding,  the validity and effect of\nthe remaining  provisions of this Agreement  shall not be affected  thereby and,\nthe  duration of the  Non-Competition  Period shall be reduced by such number of\nmonths  and\/or  the  area of the  Territory  shall be  reduced  such  that,  the\nTerritory and the Non-Competition  Period shall be deemed reasonable so that the\nforegoing covenant not to compete may be enforced.\n\n\n                                      - 5 -\n\n\n\n\n\n               (ii)  Executive  agrees  and  recognizes  that in the  event of a\nbreach or  threatened  breach by Executive of the  provisions  of the  foregoing\ncovenants,  the Corporation may suffer  irreparable harm, and that money damages\nmay not be an adequate remedy. Therefore, the Corporation shall be entitled as a\nmatter of right to specific  performance of the covenants of Executive contained\nherein  by way of  temporary  or  permanent  injunctive  relief  in a  Court  of\ncompetent jurisdiction.\n\n         12.  Termination.  This  Agreement and  Executive's  employment  may be\nterminated in any one of the followings ways:\n\n             a. Death. The death of Executive shall immediately terminate this\nAgreement with no severance compensation due to Executive's estate.\n\n             b.  Disability.  If, as a result of  incapacity  due to physical or\nmental  illness or injury,  Executive  shall have been absent from his full-time\nduties hereunder for three (3) consecutive  months,  then thirty (30) days after\nreceiving written notice (which notice may occur before or after the end of such\nthree (3) month period,  but which shall not be effective  earlier than the last\nday of such three (3) month period),  the Corporation may terminate  Executive's\nemployment hereunder provided Executive is unable to resume his full-time duties\nat the  conclusion of such notice  period.  Also,  Executive may terminate  this\nemployment  hereunder  if his health  should  become  impaired to an extent that\nmakes  the  continued  performance  of his  duties  hereunder  hazardous  to his\nphysical  or mental  health or his life,  provided  that  Executive  shall  have\nfurnished the Corporation  with a written  statement from a qualified  doctor to\nsuch effect and  provided,  further,  that,  at the  Corporation's  request made\nwithin thirty (30) days of the date of such written  statement,  Executive shall\nsubmit  to an  examination  by a  doctor  selected  by  the  Corporation  who is\nreasonably acceptable\n\n\n                                      - 6 -\n\n\n\n\n\nto Executive or  Executive's  doctor and such doctor shall have concurred in the\nconclusion of Executive's doctor. In the event this Agreement is terminated as a\nresult of Executive's disability,  Executive shall (i) receive from the Company,\nin a lump-sum  payment  due within  thirty  (30) days of the  effective  date of\ntermination,  the base  salary for one (1) year and (ii) the  Corporation  shall\nmake the  insurance  premium  payments  contemplated  by COBRA  for a period  of\neighteen (18) months after such termination.\n\n             c. Good Cause.  The  Corporation  may terminate  this Agreement ten\n(10) days after  written  notice to Executive for \"Good Cause,\" which shall mean\nany  one or  more  of the  following:  (1)  Executive's  willful,  material  and\nirreparable  breach of this Agreement;  (2) Executive's  gross negligence in the\nperformance or intentional  nonperformance  (continuing  for ten (10) days after\nreceipt of written notice of need to cure) of any of Executive's material duties\nand  responsibilities  hereunder;  (3) Executive's willful dishonesty,  fraud or\nmisconduct  with  respect to the  business or affairs of the  Corporation  which\nmaterially   and  adversely   affects  the   operations  or  reputation  of  the\nCorporation;  (4)  Executive's  conviction of a felony  crime;  or (5) confirmed\npositive illegal drug test result. In the event of a termination for Good Cause,\nas  enumerated   above,   Executive   shall  have  no  right  to  any  severance\ncompensation.\n\n             d.  Without  Good  Cause.  At any time  after the  commencement  of\nemployment,   Executive  may,  without  cause,   terminate  this  Agreement  and\nExecutive's  employment,  effective  thirty  (30) days after  written  notice is\nprovided to the Corporation. Executive may only be terminated without Good Cause\nby the Corporation  during the Term hereof if such  termination is approved by a\nmajority  of the  members  of the  Board of  Directors  of the  Corporation  and\nprovided  that the  Executive  receives at least one (1) month  written  notice.\nShould Executive terminate with\n\n\n                                      - 7 -\n\n\n\n\n\nGood Reason or in the event that  Executive  is  terminated  without  Good Cause\nduring the Term, Executive shall receive from the Corporation,  on such dates as\nwould otherwise be paid by the Corporation, the lesser of the base salary at the\nrate then in effect  for a period of one (1) year,  or the base  salary  then in\neffect for the balance of the Term.  Further, if Executive is terminated without\nGood Cause or terminates  his  employment  hereunder  with Good Reason,  (a) the\nCorporation shall make the insurance premium payments  contemplated by COBRA for\na period of six (6) months after such  termination,  (b) the Executive  shall be\nentitled to receive a prorated  portion of any annual bonus and other  incentive\ncompensation to which the Executive would have been entitled for the year during\nwhich the termination  occurred had the Executive not been  terminated,  (c) all\noptions to purchase the  Corporation's  Common Stock based upon the schedule set\nforth in paragraph  4(b) shall vest  thereupon,  and (d) the Executive  shall be\nentitled to receive all other unpaid benefits due and owing through  Executive's\nlast day of  employment.  If  Executive  resigns  or  otherwise  terminates  his\nemployment  without Good Reason,  rather than the  Corporation  terminating  his\nemployment  pursuant to this paragraph 12,  Executive shall receive no severance\ncompensation.\n\n             (e).Corporation's  Failure to Execute Initial Public  Offering.  In\nthe event that the  Corporation  does not complete an initial public offering of\nthe  Corporation's  securities which does not result in the gross proceeds of at\nleast  $15,000,000 by March 15, 2000, the  Corporation  hereunder shall have the\nright to terminate the employment agreement without any liability.\n\n         13.  Indemnification.  In the  event  Executive  is made a party to any\nthreatened,  pending or completed  action,  suit or  proceeding,  whether civil,\ncriminal,   administrative  or  investigative  (other  than  an  action  by  the\nCorporation  against  Executive),  by  reason  of  the  fact  that  he is or was\nperforming  services under this Agreement,  then the Corporation shall indemnify\nExecutive against\n\n\n\n                                      - 8 -\n\n\n\n\n\nall expenses (including attorneys' fees),  judgments,  fines and amounts paid in\nsettlement,  as actually and  reasonably  incurred by  Executive  in  connection\ntherewith to the maximum extent  permitted by applicable law. The advancement of\nexpenses  shall  be  mandatory.  In  the  event  that  both  Executive  and  the\nCorporation are made a party to the same third-party action,  complaint, suit or\nproceeding, the Corporation agrees to engage competent legal representation, and\nExecutive  agrees  to use the  same  representation,  provided  that if  counsel\nselected by the Corporation shall have a conflict of interest that prevents such\ncounsel from representing  Executive,  Executive may engage separate counsel and\nthe Corporation shall pay all attorneys' fees of such separate counsel. Further,\nwhile  Executive is expected at all times to use his best efforts to  faithfully\ndischarge his duties under this  Agreement,  Executive  cannot be held liable to\nthe  Corporation  for errors or omissions made in good faith where Executive has\nnot exhibited gross,  willful and wanton  negligence and misconduct or performed\ncriminal  and  fraudulent  acts  which  materially  damage the  business  of the\nCorporation.\n\n         14.  Effect of Waiver.  The  waiver by either  party of a breach of any\nprovision of this Agreement shall not operate or be construed as a waiver of any\nsubsequent breach thereof.\n\n         15. Notices. Any notice permitted,  required,  or given hereunder shall\nbe in writing and shall be  personally  delivered;  or  delivered by any prepaid\novernight courier delivery service then in general use; or mailed, registered or\ncertified mail, return receipt requested,  to the addresses designated herein or\nat such other address as may be designated by notice given hereunder:\n\n\n              If to :               Terrence B. Reddy\n                                    5948 McFarland Drive\n                                    Plano, Texas 75093\n\n              If to :               Urban Cool Network, Inc.\n\n\n                                      - 9 -\n\n\n\n\n\n                                    1401 Elm Street\n                                    Dallas, Texas 75626\n\n              With a copy to:       Marc G. Rosenberg, Esq.\n                                    Silverman, Collura &amp; Chernis, P.C.\n                                    381 Park Avenue\n                                    New York, New York 10016\n\n\n         Delivery  shall be deemed made when actually  delivered,  or if mailed,\nthree days after delivery to a United States Post Office.\n\n         16.  Assignment.  Executive shall not be entitled to assign his rights,\nduties or obligations under this Agreement.\n\n         17.  Amendments.  The terms and  provisions  of this  Agreement  may be\namended or  modified  only by a written  instrument  executed by the party to be\ncharged by such amendment or modification.\n\n         18.  Governing Law. The terms and provisions  herein  contained and all\nthe  disputes  or  claims  relating  to this  Agreement  shall be  governed  by,\ninterpreted  and construed in accordance  with the internal laws of the State of\nNew York, without reference to its conflict of laws principles.\n\n         19.  Arbitration.  a. In the event of a  dispute  between  the  parties\narising out of or relating to this Agreement, or the breach thereof, the parties\nshall make every effort to amicably resolve,  reconcile, and settle such dispute\nbetween them.  Should an amicable  resolution not be possible,  either party may\ninvoke arbitration.\n\n             b.  Subject to the  provisions  of Section  11(c)(ii)  hereof,  all\nclaims,  disputes and other matters in controversy  arising out of or related to\nthis Agreement or the performance or breach hereof,  shall be decided by binding\narbitration in accordance with the Commercial Arbitration Rules\n\n\n                                     - 10 -\n\n\n\n\n\nof the American  Arbitration  Association (the \"AAA Rules\"), by a panel of three\n(3)  arbitrators,  in New  York,  New  York.  One (1) such  arbitrator  shall be\nappointed by each of the parties within three (3) weeks after being requested by\nthe other  party to make such  appointment  and the  third  arbitrator  shall be\nappointed by the two (2) arbitrators appointed by the parties. In the event that\na party does not appoint its  arbitrator  within such three (3) week period,  or\nthe two (2)  arbitrators  appointed  by the  parties  shall fail to agree on the\nthird arbitrator, such appointed arbitrator or arbitrators shall be appointed by\nthe American Arbitration Association in accordance with the AAA Rules. The award\nshall  state the facts  and  findings  and shall be  rendered  with  reasons  in\nwriting. The arbitrators shall have no authority or power to alter or modify any\nexpress  condition or provision of this Agreement,  or to render any award which\nby its terms  shall  have the  effect  of  altering  or  modifying  any  express\nconditions  or  provisions  of  this  Agreement.   The  award  rendered  by  the\narbitrators  shall be final and  judgement  may be entered  upon it in any court\nhaving  jurisdiction  thereof.  The successful party to the arbitration shall be\nentitled  to an award for  reasonable  attorney's  fees,  as  determined  by the\narbitrators.\n\n         20.  Captions.  The captions of the sections of this  Agreement are for\nconvenience of reference only and in no way define, limit or affect the scope or\nsubstance of any section of this Agreement.\n\n         21. Merger and Severability. This Agreement shall constitute the entire\nAgreement  between the  Corporation  and  Executive  with respect to the subject\nmatter hereof. The invalidity or  unenforceability of any provision hereof shall\nin no way affect the validity or enforceability of any other provision.\n\n         22. Counterparts; Facsimile. This Agreement may be executed by\nfacsimile and in two\n\n\n                                     - 11 -\n\n\n\n\n(2) or more  counterparts,  each of which shall be deemed an original and all of\nwhich together shall constitute but one and the same instrument.\n\n         IN WITNESS  WHEREOF,  the parties hereto have affixed their  signatures\nthe day and year first above written.\n\n                                    Urban Cool Network, Inc.\n\n\n\n                                    By:   \/s\/ Jacob R. Miles, III\n                                          ------------------------------\n                                          Name: Jacob R. Miles, III\n                                          Title: Chief Executive Officer\n\n\n                                          \/s\/ Terrence B. Reddy\n                                          ------------------------------\n                                          Terrence B. Reddy\n\n\n\n                                     - 12 -\n\n\n\n\n TYPE:  EX-10.4\n SEQUENCE:  7\n DESCRIPTION:  EMPLOYMENT AGREEMENT (ANTHONY WINSTON)\n\n\n\n\n                              EMPLOYMENT AGREEMENT\n\n\n         AGREEMENT  made and entered into as of this 22nd day of November,  1999\nbetween Urban Cool Network,  Inc., a Delaware  corporation  (the  \"Corporation\")\nhaving an address at 1401 Elm Street,  Dallas,  Texas 75226 and Anthony  Winston\n(the \"Executive\"), residing at 2729 Wild Creek Trail, Keller, Texas 76248.\n\n                              W I T N E S S E T H:\n\n         WHEREAS, Executive is presently employed by the Corporation; and\n\n         WHEREAS, the Company and the Executive desire to set forth the terms of\nExecutive's  employment  with the Company,  pursuant to the terms and conditions\nhereof.\n\n         NOW, THEREFORE, in consideration of the covenants and agreements herein\ncontained, the parties hereto agree with each other as follows:\n\n         1. Term of Employment. The Corporation agrees to and does hereby employ\nExecutive,  and  Executive  agrees to and does hereby  accept  employment by the\nCorporation,  as the Vice President of Technology  and Internet  Services of the\nCorporation,  subject to the  supervision  and direction of its Chief  Executive\nOfficer and Board of  Directors,  for the one (1) year period  commencing on the\nconsummation of the initial public offering of the Corporation's securities (the\n\"Term\").\n\n         2. Duties of Executive. Executive shall devote such time, attention and\nenergy to the affairs of Corporation as shall be reasonably  required to perform\nhis duties hereunder, and, in\n\n\n\n\n\n\n\npursuance of the policies and  directions of the Board of  Directors,  Executive\nshall  use  his  best  efforts  to  promote  the  business  and  affairs  of the\nCorporation.\n\n         3. Base  Compensation.  In  consideration  of the Executive's  services\npursuant  to this  Agreement,  Corporation  shall pay to  Executive,  during the\nperiod of Executive's employment under this Agreement (the \"Base Compensation\"),\n(i) a salary at the rate of One Hundred  Thousand  Dollars  ($100,000)  per year\nduring  the first  year of this  Agreement;  and (ii) for each year  thereafter,\nannual  compensation shall be determined by theChief Executive Officer,  but not\nless than  $100,000 per year.  The Base  Compensation  shall be payable in equal\ninstallments,  in accordance  with the  Corporation's  customary  procedures for\nexecutive employees, subject to applicable tax and payroll deductions.\n\n         4. Incentive Compensation.\n\n            (a). Provided Executive has duly performed his obligations  pursuant\nto this  Agreement,  Executive  shall be  eligible  to  receive,  as  additional\ncompensation  for the services to be rendered by Executive under this Agreement,\nincentive compensation. The amount of such incentive compensation, if any, shall\nbe  determined  by the Board of  Directors in its sole  discretion  based on the\nExecutive's performance and contributions to the Corporation's success.\n\n            (b).  Provided  Executive's  employment  continues  during  the term\nhereof and he is in good standing with the Company,  Executive shall be eligible\nto  receive,  as  additional  compensation  for the  services  to be rendered by\nExecutive  under  this  Agreement,  10,000  options  to  purchase  shares of the\nCompany's  common stock pursuant to the Company's  1999 Stock Option Plan.  Such\noptions shall vest one year from the date hereof.\n\n\n                                      - 2 -\n\n\n\n\n\n         5. Other Benefits.  (a) During the term of this Agreement the Executive\nshall be entitled to participate in any benefit plans adopted by the Corporation\nfor the general and overall  benefit of all employees  and\/or for key executives\nof the Corporation such as health care, life insurance, disability, stock option\nplans, tax, legal and financial planning services,  pension,  profit sharing and\nsavings.\n\n            (b) During the term of this  Agreement,  Executive shall be entitled\nto a monthly car allowance in the amount of $400.\n\n         6.  Vacation.  Executive  shall be entitled to a fully paid vacation of\nthree (3) weeks per calendar  year,  which  vacation  shall be scheduled at such\ntime or times as the Corporation in  consultation  with Executive may reasonably\ndetermine.\n\n         7. Expenses.  The Corporation shall pay or reimburse  Executive for all\nreasonable and necessary  expenses incurred by him in connection with his duties\nhereunder,  upon  submission by Executive to the  Corporation of such reasonable\nevidence of such expenses as the Corporation may require.\n\n         8. Insurance.  The Corporation may from time to time apply for policies\nof  life,  health  and  accident  insurance  or  disability  insurance  upon the\nExecutive in such amounts as the Corporation  deems  appropriate.  The Executive\nagrees to aid the Corporation in procuring such insurance,  including submitting\nto a  physical  examination,  if  required,  and  completing  any and all  forms\nrequired for application for any insurance policy.\n\n         9.  Disclosure  of  Information.   The  Executive  shall,   during  his\nemployment  under this Agreement and thereafter,  keep  confidential and refrain\nfrom disclosing to any unauthorized persons all data and information relating to\nthe respective businesses of the Corporation or any of its\n\n\n                                      - 3 -\n\n\n\n\n\nsubsidiaries.\n\n         10.  Intellectual  Property  Rights.  (a) The Executive  shall promptly\ndisclose to the  Corporation  in writing,  any and all  charts,  layouts,  maps,\ninventions,  improvements,  techniques,  markets,  sales and advertising  plans,\nprocesses,  concepts  and plans,  whether or not  copyrightable  or  patentable,\nsecret  processes and \"know-how,\"  conceived by the Executive during the term of\nhis employment by the Corporation  (the  \"Executive's  Work  Product\"),  whether\nalone or with others and whether  during  regular  working hours and through the\nuse of facilities and property of the  Corporation or otherwise,  which directly\nrelates to the  present  business  of the  Corporation.  Upon the  Corporation's\nrequest  at any time or from  time to time  during  the Term of the  Executive's\nemployment,  the Executive  shall (i) deliver to the  Corporation  copies of the\nExecutive's Work Product that may be in his possession or otherwise available to\nhim,  and  (ii)  execute  and  deliver  to the  Corporation  such  applications,\nassignments and other  documents as it may reasonably  require in order to apply\nfor and obtain  copyrights  or patents in the United States of America and other\ncountries  with  respect to any  Executive's  Work  Product  that it deems to be\ncopyrightable  or  patentable,  and\/or  otherwise  to vest in itself  full title\nthereto.\n\n             (b) All documents  that pertain to the  Corporation,  including but\nnot limited to the  Executive's  Work  Product,  shall be the sole and exclusive\nproperty of the Corporation. Upon the termination of the Executive's employment,\nall such documents  that may be in his possession or otherwise  available to him\nor shall  thereafter  come into his  possession  or  control  shall be  promptly\nreturned to the Corporation without the necessity of a request therefor.\n\n         11.  Non-Competition  Covenant. (a) The Executive shall not, during his\nemployment by the Corporation,  engage, directly or indirectly,  in any business\ncompetitive with the business of\n\n\n                                      - 4 -\n\n\n\n\n\nthe Corporation without the consent of the\nBoard of Directors.\n\n             (b) For a  period  of one (1) year  after  the  termination  of the\nExecutive's employment hereunder (the \"Non-Competition  Period\"), for any reason\nwhatsoever,  other than a termination by the Corporation  without good cause, or\nby Executive for good reason (as  hereinafter  defined) the Executive  shall not\n(i) engage, directly or indirectly, as an officer, director, shareholder, owner,\npartner,  joint  venturer or in a managerial  capacity,  whether as an employee,\nindependent  contractor,  consultant or advisor, or as a sales representative in\nany  business  competitive  with the  business of the  Corporation,  without the\npermission of the Board of Directors, which permission shall not be unreasonably\nwithheld or delayed or (ii) induce or actively  attempt to  influence  any other\nemployee or consultant of the  Corporation to terminate his or her employment or\nconsultancy  with the  Corporation.  Nothing herein contained shall be deemed to\nprevent  ownership by Executive and his  associates  (as said term is defined in\nregulation  14(A)  promulgated  under the Securities  Exchange Act of 1934 as in\neffect on the date hereof), collectively, of not more than 5% of the outstanding\ncapital stock of a corporation listed on a national securities exchange.\n\n             (c) (i) The parties to this  Agreement  consider  the  restrictions\ncontained herein reasonable as to the duration of the Non-Competition Period and\nthe extent of the  Territory.  However,  if the duration of the  Non-Competition\nPeriod  or the  extent  of the  Territory  herein  specified  should  be  judged\nunreasonable by any Court or arbitration proceeding,  the validity and effect of\nthe remaining  provisions of this Agreement  shall not be affected  thereby and,\nthe  duration of the  Non-Competition  Period shall be reduced by such number of\nmonths  and\/or  the  area of the  Territory  shall be  reduced  such  that,  the\nTerritory and the Non-Competition  Period shall be deemed reasonable so that the\nforegoing covenant not to compete may be enforced.\n\n\n                                      - 5 -\n\n\n\n\n\n\n               (ii)  Executive  agrees  and  recognizes  that in the  event of a\nbreach or  threatened  breach by Executive of the  provisions  of the  foregoing\ncovenants,  the Corporation may suffer  irreparable harm, and that money damages\nmay not be an adequate remedy. Therefore, the Corporation shall be entitled as a\nmatter of right to specific  performance of the covenants of Executive contained\nherein  by way of  temporary  or  permanent  injunctive  relief  in a  Court  of\ncompetent jurisdiction.\n\n         12.  Termination.  This  Agreement and  Executive's  employment  may be\nterminated in any one of the followings ways:\n\n             (a) Death. The death of Executive shall immediately  terminate this\nAgreement with no severance compensation due to Executive's estate.\n\n             (b)  Disability.  If, as a result of incapacity  due to physical or\nmental  illness or injury,  Executive  shall have been absent from his full-time\nduties hereunder for three (3) consecutive  months,  then thirty (30) days after\nreceiving written notice (which notice may occur before or after the end of such\nthree (3) month period,  but which shall not be effective  earlier than the last\nday of such three (3) month period),  the Corporation may terminate  Executive's\nemployment hereunder provided Executive is unable to resume his full-time duties\nat the  conclusion of such notice  period.  Also,  Executive may terminate  this\nemployment  hereunder  if his health  should  become  impaired to an extent that\nmakes  the  continued  performance  of his  duties  hereunder  hazardous  to his\nphysical  or mental  health or his life,  provided  that  Executive  shall  have\nfurnished the Corporation  with a written  statement from a qualified  doctor to\nsuch effect and  provided,  further,  that,  at the  Corporation's  request made\nwithin thirty (30) days of the date of such written  statement,  Executive shall\nsubmit  to an  examination  by a  doctor  selected  by  the  Corporation  who is\nreasonably acceptable\n\n\n                                      - 6 -\n\n\n\n\n\nto Executive or  Executive's  doctor and such doctor shall have concurred in the\nconclusion of Executive's doctor. In the event this Agreement is terminated as a\nresult of Executive's disability,  Executive shall (i) receive from the Company,\nin a lump-sum  payment  due within  thirty  (30) days of the  effective  date of\ntermination,  the base  salary for one (1) year and (ii) the  Corporation  shall\nmake the  insurance  premium  payments  contemplated  by COBRA  for a period  of\neighteen (18) months after such termination.\n\n             (c) Good Cause.  The  Corporation  may terminate this Agreement ten\n(10) days after  written  notice to Executive for \"Good Cause,\" which shall mean\nany  one or  more  of the  following:  (1)  Executive's  willful,  material  and\nirreparable  breach of this Agreement;  (2) Executive's  gross negligence in the\nperformance or intentional  nonperformance  (continuing  for ten (10) days after\nreceipt of written notice of need to cure) of any of Executive's material duties\nand  responsibilities  hereunder;  (3) Executive's willful dishonesty,  fraud or\nmisconduct  with  respect to the  business or affairs of the  Corporation  which\nmaterially   and  adversely   affects  the   operations  or  reputation  of  the\nCorporation;  (4)  Executive's  conviction of a felony  crime;  or (5) confirmed\npositive illegal drug test result. In the event of a termination for Good Cause,\nas  enumerated   above,   Executive   shall  have  no  right  to  any  severance\ncompensation.\n\n             (d)  Without  Good  Cause.  At any time after the  commencement  of\nemployment,   Executive  may,  without  cause,   terminate  this  Agreement  and\nExecutive's  employment,  effective  thirty  (30) days after  written  notice is\nprovided to the Corporation. Executive may only be terminated without Good Cause\nby the Corporation  during the Term hereof if such  termination is approved by a\nmajority  of the  members  of the  Board of  Directors  of the  Corporation  and\nprovided  that the  Executive  receives at least one (1) month  written  notice.\nShould Executive terminate with\n\n                                      - 7 -\n\n\n\n\n\nGood Reason or in the event that  Executive  is  terminated  without  Good Cause\nduring the Term, Executive shall receive from the Corporation,  on such dates as\nwould otherwise be paid by the Corporation, the lesser of the base salary at the\nrate then in effect  for a period of one (1) year,  or the base  salary  then in\neffect for the balance of the Term.  Further, if Executive is terminated without\nGood Cause or terminates  his  employment  hereunder  with Good Reason,  (a) the\nCorporation shall make the insurance premium payments  contemplated by COBRA for\na period of six (6) months after such  termination,  (b) the Executive  shall be\nentitled to receive a prorated  portion of any annual bonus and other  incentive\ncompensation to which the Executive would have been entitled for the year during\nwhich the termination  occurred had the Executive not been  terminated,  (c) all\noptions to purchase the  Corporation's  Common Stock based upon the schedule set\nforth in paragraph  4(b) shall vest  thereupon,  and (d) the Executive  shall be\nentitled to receive all other unpaid benefits due and owing through  Executive's\nlast day of  employment.  If  Executive  resigns  or  otherwise  terminates  his\nemployment  without Good Reason,  rather than the  Corporation  terminating  his\nemployment  pursuant to this paragraph 12,  Executive shall receive no severance\ncompensation.\n\n             (e).Corporation's  Failure to Execute Initial Public  Offering.  In\nthe event that the  Corporation  does not complete an initial public offering of\nthe  Corporation's  securities which does not result in the gross proceeds of at\nleast  $15,000,000 by March 15, 2000, the  Corporation  hereunder shall have the\nright to terminate the employment agreement without any liability.\n\n         13.  Indemnification.  In the  event  Executive  is made a party to any\nthreatened,  pending or completed  action,  suit or  proceeding,  whether civil,\ncriminal,   administrative  or  investigative  (other  than  an  action  by  the\nCorporation  against  Executive),  by  reason  of  the  fact  that  he is or was\nperforming  services under this Agreement,  then the Corporation shall indemnify\nExecutive against\n\n\n                                      - 8 -\n\n\n\n\nall expenses (including attorneys' fees),  judgments,  fines and amounts paid in\nsettlement,  as actually and  reasonably  incurred by  Executive  in  connection\ntherewith to the maximum extent  permitted by applicable law. The advancement of\nexpenses  shall  be  mandatory.  In  the  event  that  both  Executive  and  the\nCorporation are made a party to the same third-party action,  complaint, suit or\nproceeding, the Corporation agrees to engage competent legal representation, and\nExecutive  agrees  to use the  same  representation,  provided  that if  counsel\nselected by the Corporation shall have a conflict of interest that prevents such\ncounsel from representing  Executive,  Executive may engage separate counsel and\nthe Corporation shall pay all attorneys' fees of such separate counsel. Further,\nwhile  Executive is expected at all times to use his best efforts to  faithfully\ndischarge his duties under this  Agreement,  Executive  cannot be held liable to\nthe  Corporation  for errors or omissions made in good faith where Executive has\nnot exhibited gross,  willful and wanton  negligence and misconduct or performed\ncriminal  and  fraudulent  acts  which  materially  damage the  business  of the\nCorporation.\n\n         14.  Effect of Waiver.  The  waiver by either  party of a breach of any\nprovision of this Agreement shall not operate or be construed as a waiver of any\nsubsequent breach thereof.\n\n         15. Notices. Any notice permitted,  required,  or given hereunder shall\nbe in writing and shall be  personally  delivered;  or  delivered by any prepaid\novernight courier delivery service then in general use; or mailed, registered or\ncertified mail, return receipt requested,  to the addresses designated herein or\nat such other address as may be designated by notice given hereunder:\n\n\n              If to :             Anthony Winston\n                                  2729 Wild Creek Trail\n                                  Keller, Texas 76248.\n\n              If to :             Urban Cool Network, Inc.\n\n\n                                      - 9 -\n\n\n\n                                  1401 Elm Street\n                                  Dallas, Texas 75626\n\n              With a copy to:     Marc G. Rosenberg, Esq.\n                                  Silverman, Collura &amp; Chernis, P.C.\n                                  381 Park Avenue\n                                  New York, New York 10016\n\n\n         Delivery  shall be deemed made when actually  delivered,  or if mailed,\nthree days after delivery to a United States Post Office.\n\n         16.  Assignment.  Executive shall not be entitled to assign his rights,\nduties or obligations under this Agreement.\n\n         17.  Amendments.  The terms and  provisions  of this  Agreement  may be\namended or  modified  only by a written  instrument  executed by the party to be\ncharged by such amendment or modification.\n\n         18.  Governing Law. The terms and provisions  herein  contained and all\nthe  disputes  or  claims  relating  to this  Agreement  shall be  governed  by,\ninterpreted  and construed in accordance  with the internal laws of the State of\nNew York, without reference to its conflict of laws principles.\n\n         19.  Arbitration.  (a) In the event of a dispute  between  the  parties\narising out of or relating to this Agreement, or the breach thereof, the parties\nshall make every effort to amicably resolve,  reconcile, and settle such dispute\nbetween them.  Should an amicable  resolution not be possible,  either party may\ninvoke arbitration.\n\n             (b) Subject to the  provisions  of Section  11(c)(ii)  hereof,  all\nclaims,  disputes and other matters in controversy  arising out of or related to\nthis Agreement or the performance or breach hereof,  shall be decided by binding\narbitration in accordance with the Commercial Arbitration Rules\n\n\n                                     - 10 -\n\n\n\n\nof the American  Arbitration  Association (the \"AAA Rules\"), by a panel of three\n(3)  arbitrators,  in New  York,  New  York.  One (1) such  arbitrator  shall be\nappointed by each of the parties within three (3) weeks after being requested by\nthe other  party to make such  appointment  and the  third  arbitrator  shall be\nappointed by the two (2) arbitrators appointed by the parties. In the event that\na party does not appoint its  arbitrator  within such three (3) week period,  or\nthe two (2)  arbitrators  appointed  by the  parties  shall fail to agree on the\nthird arbitrator, such appointed arbitrator or arbitrators shall be appointed by\nthe American Arbitration Association in accordance with the AAA Rules. The award\nshall  state the facts  and  findings  and shall be  rendered  with  reasons  in\nwriting. The arbitrators shall have no authority or power to alter or modify any\nexpress  condition or provision of this Agreement,  or to render any award which\nby its terms  shall  have the  effect  of  altering  or  modifying  any  express\nconditions  or  provisions  of  this  Agreement.   The  award  rendered  by  the\narbitrators  shall be final and  judgement  may be entered  upon it in any court\nhaving  jurisdiction  thereof.  The successful party to the arbitration shall be\nentitled  to an award for  reasonable  attorney's  fees,  as  determined  by the\narbitrators.\n\n         20.  Captions.  The captions of the sections of this  Agreement are for\nconvenience of reference only and in no way define, limit or affect the scope or\nsubstance of any section of this Agreement.\n\n         21. Merger and Severability. This Agreement shall constitute the entire\nAgreement  between the  Corporation  and  Executive  with respect to the subject\nmatter hereof. The invalidity or  unenforceability of any provision hereof shall\nin no way affect the validity or enforceability of any other provision.\n\n         22. Counterparts; Facsimile. This Agreement may be executed by\nfacsimile and in two \n\n\n                                    - 11 -\n\n\n\n\n(2) or more  counterparts,  each of which shall be deemed an original and all of\nwhich together shall constitute but one and the same instrument.\n\n         23. Superceding  Agreement.  This Agreement supercedes and replaces any\nother Employment Agreement between the Corporation and the Executive.\n\n\n         IN WITNESS  WHEREOF,  the parties hereto have affixed their  signatures\nthe day and year first above written.\n\n                                   Urban Cool Network, Inc.\n\n\n\n                                   By:      \/s\/ Jacob R. Miles, III\n                                            ------------------------------\n                                            Name: \/s\/ Jacob R. Miles, III\n                                            Title: Chief Executive Officer\n\n\n                                            \/s\/ Anthony Winston\n                                            ------------------------------\n                                            Anthony Winston\n\n\n\n\n                                     - 12 -\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9188],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9544],"class_list":["post-39685","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-urban-cool-network-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39685","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39685"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39685"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39685"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39685"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}