Employment Agreement

This employment agreement (this “Agreement”) is made this 13th day of March. 2004 by and between DHOKHA CONCEPTS, LLC. a Kentucky limited liability company (the “Company”), and NISHIT GAJJAR, (the “Employee”), and provides as follow:The Company has offered, and Employee hereby accepts employment with the Company subject to the following terms and conditions:

1. Term: Employee’s employment with the Company shall commence upon placement of Employee on Company’s payroll and shall continue until terminated (the “Term”) in accordance with the provisions of this Agreement. This agreement applies to Employee’s employment with Company including any employment prior to signing this Agreement.

2. Employee’s Duties: Employee shall perform such duties and responsibilities as may be delegated to him by the Company from time to time. Employee will faithfully devote his best efforts and his full time, knowledge and ability to advance the business of the Company. Employee agrees that, during the term of Employee’s employment with the Company, Employee will not engage in any other employment, occupation, consulting or any other business activity. Nor will Employee engage in any other activities that conflict with the business of the Company. Employee will perform functions for Company at client worksites and may work closely with personnel of Company’s clients. Employee understands and agrees that the relationship with the client is a critical asset of Company, and Employee will take no action to undermine or interfere with the relationship between Company and any of its clients.

3. Covenants Not To Compete. In order to induce the Company to enter into this Agreement or to continue to employ Employee. Employee agrees as follows:

(a) After Termination.

(i) During the term of Employee’s employment with Company and for a period of two years following termination of Employee’s employment with Company (the “Restricted Term”), Employee will not, directly or indirectly, on his own behalf or as an employee, contractor or otherwise on behalf of any other person or entity without the prior written consent of the Company

(A) Provide services or products to or for the Restricted Targets as defined below, which are the same as or substantially similar to products or services provided by the Company;

(B) Assist others, including friends or relatives, in providing such services or products to the Restricted Targets; or

(C) Assist the Restricted Targets in developing or using products or services which are the same or substantially similar to the products and services provided by Company. An activity or employment undertaken by Employee which does not in any way compete with Company shall not be prohibited.

(ii) Restricted Targets shall mean (i) any client or customer to whom Employee provided services, or to which Employee was introduced, while employed by Company, to whom Company provides services at the time of termination of this agreement, (ii) any prospective client or customer which Company was actively marketing or had plans to actively market, which Employee had knowledge of, at the time of termination of Employee’s employment with Company.

(b) Covenant Term. In the event an action is commenced with respect to any of the provisions of this Covenant Not To Compete and all subparts hereof and the Employee has not strictly observed these non-competition and non-solicitation provisions, then the two-year period described in this Section shall begin to run from the date of any Final Judicial Determination of such action. “Final Judicial Determination” shall mean the expiration of time to file any possible appeal from a final judgment in such action or, if an appeal is taken, the final determination of the final appellate proceeding.

(c) Divisibility/judicial Modification, The covenants contained in this Section are divisible, and if a court of competent jurisdiction should fail or refuse to enforce all or such separate covenants or provisions thereof, then the unenforceable covenant(s) or provisions shall be separated to the extent necessary to permit the remaining covenant; and provisions to be enforced, In addition, Employee agrees that, in the event that a court of competent jurisdiction determines that the geographical area, scope of activity, or time period restrictions exceed whatever standards the court deems enforceable, then such restrictions shall be reformed by such court and be applicable for such lesser geographical area, scope of activity, or time period as the court deems enforceable, The parties agree to be bound by such judicial modification with the same force and effect as if such modification were contained in the covenants in the first instance, provided however, that a party may appeal the court’s ruling on any issue to the appropriate appellate court or courts.

(d) Ownership of Employee Developments. All copyrights, patents, trade secrets. or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes or works of authorship developed or created by Employee during the course of Employee’s employment with Company, whether during or outside of Employee’s working hours, which are within the scope of or related to any of the Company’s activities or operations, or any of employee’s duties, responsibilities, or activities as an Employee (collectively, the “Work Product”), shall belong exclusively to Company and shall, to the extent possible, be considered a work made for hire for Employee within the meaning of Title 17 of the United States Code. To the extent the Work Product may not be considered work made by Employee for hire for Company, Employee agrees to assign, and automatically assigns at the time of creation of the Work Product, without any requirement of further consideration, any and all right, title or interest Employee may have in such Work Product to Company. Upon request of company, Employee shall take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment, or to otherwise protect the Company’s rights and interest in such Work Product. Employee further agrees that if the Company is unable after reasonable effort to secure Employee’s signature on any such papers, any executive officer of the Company shall be entitled execute any such papers as Employee’s agent and attorney-In-fact. Employee hereby irrevocably designates and appoints each officer of the Company as Employee’s agent and attorney-in-fact to execute any such papers on Employee’s behalf and to take any/and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

4. Confidentiality. During the term of Employee’s employment, and after the termination thereof, for an indefinite period, Employee shall not for any reason, except In the proper course of Employee’s duties hereunder, use or divulge, publish or disclose to any person or organization, information obtained by Employee during the course of his/her employment which the Company, in its sale discretion, determines to be of a confidential or sensitive nature which is not generally known to others in the industry, Such information shall expressly include, but shall not be limited to, information concerning the Company’s systems, software, modifications to software or systems, software designs, source codes, system documentation, user manuals, training manuals, system design and architecture, processes, concepts and ideas, whether or not patented, copyrighted or registered as a trademark, employee identities or other employee information (including compensation); Company’s pricing information, employee compensation, product designs, business operations, business records, customer/client lists or other customer/client information (including customer contact information and new or prospective opportunities with a customer or client), or information regarding contracts or prospective contracts with customers or prospective customers (collectively “confidential information”), Because of the nature of Company’s business, Employee will perform functions at client worksites and may work closely with client’s personnel Employee agrees the Company’s confidential information, includes Employees salary, the rate charged by Company to client, information about potential opportunities :It the client Site, client telephone numbers, and other technical or financial information regarding Company’s contracts or. work with any of its clients. Employee specifically agree~ that confidential information will not be revealed to any person or entity, unless specially permitted by Company, including discussions at social gatherings, religious functions, or other contexts, Employee further agrees that upon Company’s request and, in any Event, upon termination of his/her employment hereunder, Employee will immediately return to the Company all documents or other materials related to the confidential information, or to the business or information of any of the Company’s customers or clients,

5. Non solicitation : Employee agrees that while Employee is employed by the Company and for a period of two (2) years immediately following the termination of Employee’s relationship with the Company for any reason, whether voluntarily or involuntarily and with or without cause, Employee shall not directly or indirectly, either on behalf of Employee or any other person or entity, (I) solicit, induce, recruit or encourage, or attempt to solicit, induce, recruit, or encourage any employees of the Company to leave their employment with, or take away employees of, the Company, or (ii) interfere in any manner with the contractual or employment relationship between the Company and any employee customer or supplier of the Company or cause any such customer or supplier to cease doing business with or reduce the amount of business it does with the Company.

6. Remedies in the Event of Breach. The parties agree that given the nature of the position held by Employee with the Company, the covenants and restrictions set forth in Sections 3, 4 and 5 above are reasonable and necessary for the protection of the significant investment of the Company in developing, maintaining and expanding its business. Accordingly, the parties hereto agree that in the event of any breach by Employee of any provisions thereof, monetary damages alone will not adequately compensate the Company for its losses and, therefore, that it may seek any and all legal or equitable relief available to it, specifically including, but not limited to, injunctive relief, without the necessity of bond, and may hold Employee liable for all damages,· including actual and consequential damages, costs and expenses including without limitation legal costs and reasonable attorneys’ fees incurred by the Company as a result of such breach. The rights and remedies set forth in this Section are cumulative and are in addition to any rights or remedies available at law, equity or otherwise hereunder.

7. Termination of Employment.

(a) This Agreement and Employee’s employment with Company may be terminated by Employee only upon 2 week’s advance written notice to Company. Employee agrees that such notice is critical to allow Company to locate a new consultant and to maintain work and client relations.

8. Binding Agreement; Assignment. This Agreement shall be binding upon and inure to the’ benefit of the parties and their heirs, legal representatives, executors, administrators, successors and assigns. Company may assign this agreement in its discretion upon advance written notice to Employee of such assignment Employee may not assign this agreement without the written consent of Company.

9. Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes any and all other agreements, either oral or in writing, between Employee and the Company.

10. Amendment Waiver. This Agreement may not be amended except in writing by each of the parties. No waiver of any provisions of this Agreement shall be valid unless in writing and signed by the party against whom enforcement is sought.

11. Notices. All notices hereunder shall be in writing and shall be deemed to have been given when hand delivered or within three days of depositing the notice by registered or certified mail, postage prepaid to the Company at its principal office or to Employee at employee’s residence address as reflected on the records of the Company.

12. Headings. The underlined headings herein are for convenience only and shall not affect the interpretation of this Agreement.

13. Survival. All provisions of this Agreement which. by their terms, contain continuing obligations by Employee shall survive termination of this Agreement, including without limitation, the covenants, duties and obligations under Sections 5,6, 7 and 8 hereof.

14. Governing Law. The Company is headquartered in Kentucky, but will perform services in and hire employees to work in other geographic areas. To facilitate uniformity in the application of this Agreement to the employees of the organization, this Agreement shall be construed in accordance with the laws of the Commonwealth of Kentucky, without regard to the choice of law provisions therein. Further, all actions hereunder shall be brought in Kentucky, and if in state court, in the city of Richmond and if in federal court in the United States District Court with jurisdiction over Frankfort, and Employee consents to personal jurisdiction in Frankfort for the purposes of any such an action.

15. Severability. If any provision of this Agreement is found or held to be invalid, illegal or unenforceable to any extent, the remainder of the Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

16. Costs and Attorney’s Fees. In the event any action, suit, or other proceeding (whether at law, in equity or otherwise) to prevent or restrain a breach of this Agreement or any provision hereof, to recover damages for such breach, for declaratory judgment. or for other relief, the prevailing party in such action, suit or other proceeding shall be entitled to collect from the other the reasonable costs and expenses incurred by the prevailing party in connection with such proceeding, including but not limited to reasonable attorney’s fees; The rights and remedies set forth in this Section are cumulative and in addition to any rights or remedies available at law, equity or otherwise hereunder,

17. Assignment Employee understands that Employee may not assign this Agreement or any rights or rights and obligations hereunder. The Company may a assign this Agreement and its rights, together with its obligations, hereunder in connection with any sale transfer or other disposition of all or substantially all of its assets or business., whether by merger, consolidation or otherwise.

IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the day and year first above written.