Employment Agreement, dated as of July 19, 2003, by and between Digital WallStreet, Inc. and Albert Aimers

This Employment Agreement (the “Agreement”), is made by and between DIGITAL WALLSTREET, INC., a Nevada Corporation (“DWS”), and ALBERT R. AIMERS (“AIMERS”), an individual, (individually a “Party” and collectively the “Parties”), with reference to the following facts and purposes:

A.           DWS Digital WallStreet, Inc. (“DWS”), is a Nevada Corporation regularly engaged in the business of advertising marketing and reporting of financial information about publicly traded companies.

B.           DWS’s principal place of business is located at 430 El Bosque Place, Laguna Beach, California 92651.

C.           AIMERS’s business address is also 430 El Bosque Place, Laguna Beach, California 92651.

D.           AIMERS have considerable experience in the business of advertising and marketing through electronic and internet medium to the general public.

E.           AIMERS wishes to perform services for DWS, and DWS wishes to employ AIMERS in the capacity of its Chief Executive Officer.

F.           AIMERS understands that his employment is subject to a probationary period of ninety (90) days (the “Probationary Period”) from the date of the signing of this Agreement.

G.           AIMERS understands that during the Probationary Period, either Party may, without giving any prior notice, terminate this Agreement.

 

NOW, THEREFORE, in consideration of the mutual promises, agreements, covenants, and conditions contained in this Agreement, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, DWS employs AIMERS, and AIMERS accepts employment from DWS in the capacity of its Chief Executive Officer under the following terms and conditions:

1.           TERM OF EMPLOYMENT:  AIMERS’s employment with DWS shall start July 19, 2003, and shall terminate at the will of either DWS or AIMERS by giving ninety (90) days written notice to the other Party.

2.           JOB DESCRIPTION:  AIMERS shall be DWS’s “Chief Executive Officer.” As the Chief Executive Officer, AIMERS shall be responsible for all management, operations, and all administrative functions of DWS in the United States of America.

       6.           COVENANT NOT TO COMPETE:  During AIMERS’s employment with DWS, and during a period not to exceed one (1) year, immediately following the termination of AIMERS’s employment with DWS, AIMERS shall not, directly or indirectly, either as an employee, consultant, agent, principal, partner, silent or otherwise, stockholder, corporate officer, director, manager, independent contractor or in any other individual or representative capacity, engage or participate in any business that is in direct or indirect competition in any manner with DWS’s business within the state of California.  The provisions of paragraph No. 15 of this Agreement shall not apply to this paragraph.  In addition to any other remedies provided by law, DWS shall have the discretion to seek relief, including, without limitation, equitable relief, in a court of law in connection with enforcement of this paragraph.

7.           NEW PRINCIPALS AND CUSTOMERS:  Any and all of DWS’s present and future clients whom DWS now represents or will represent in the future on or before the date of AIMERS’s termination from DWS (“Clients”), and DWS’s present customers, and customers whom AIMERS solicits for DWS, and from whom sales are generated for DWS (“Customers”), shall be the exclusive Clients and Customers of DWS.  The provisions of paragraph No. 15 of this Agreement shall not apply to this paragraph.  In addition to any other remedies provided by law, DWS shall have the discretion to seek relief, including, without limitation, equitable relief, in a court of law in connection with enforcement of this paragraph.

8.           CLIENT LIST AND CUSTOMER LIST:  DWS’s Client list and Customer list are confidential and contain privileged information.  AIMERS shall not, for a period of one (1) year immediately following the termination of his employment with DWS, either directly or indirectly make known to any person, firm or entity, the names, phone numbers and or addresses of DWS’s Clients or Customers, or any other information about them.  The provisions of paragraph No. 15 of this Agreement shall not apply to this paragraph.  In addition to any other remedies provided by law, DWS shall have the discretion to seek relief, including, without limitation, equitable relief, in a court of law in connection with enforcement of this paragraph.

9.            SOLICITATION OF CUSTOMERS AND CLIENTS:  AIMERS shall not, for a period one (1) year immediately following the termination of his employment with DWS, call-on, solicit or take away, any of DWS’s Clients or Customers, upon whom AIMERS called-on, solicited, or whom he became acquainted with during his employment with DWS, either for himself or as an employee, employer, consultant, agent, principal, partner silent or otherwise, stockholder, corporate officer, director, manager, independent contractor or in any other individual or representative capacity.  The provisions of paragraph No. 15 of this Agreement shall not apply to this paragraph.  In addition to any other remedies provided by law, DWS shall have the discretion to seek relief, including, without limitation, equitable relief, in a court of law in connection with enforcement of this paragraph.

10.           CONFIDENTIALITY OF INFORMATION:  AIMERS shall not, at anytime during his employment or for a period of one (1) year immediately following the termination of his employment with DWS, either directly or indirectly release or disclose any information learned about the business operations of DWS, including without limitation, its business practices.  The provisions of paragraph No. 15 of this Agreement shall not apply to this paragraph.  In addition to any other remedies provided by law, DWS shall have the discretion to seek relief, including without limitation, equitable relief, in a court of law in connection with enforcement of this paragraph.

12.           EMPLOYEE HANDBOOK:  AIMERS shall, at all times, abide by the terms and conditions set forth in DWS’s Employee Handbook.  Failure to do so may, at the sole discretion of DWS, be grounds for immediate dismissal.

13.           BINDING EFFECT:  This Agreement shall be binding upon and inure to the benefit of the Parties, their legal representatives, successors and assigns.

14.           GOVERNING LAW:  This Agreement and any disputes arising from this Agreement shall be governed by the laws of the State of California in force on the date of the signing of this Agreement.

15.           ARBITRATION:  Except as otherwise provided in this Agreement, in the event that a dispute arises between DWS and AIMERS, which is not resolved by mutual agreement, the Parties shall submit such dispute to binding arbitration in Orange County, California, in accordance with the arbitration rules of the American Arbitration Association.  This paragraph shall not apply to paragraph numbers 6, 7, 8, 9, and 10 of this Agreement.

16.           ATTORNEYS’ FEES AND COSTS:  In the event that a dispute arises between DWS and AIMERS, the prevailing party to such dispute shall be entitled to recover from the nonprevailing party, reasonable attorneys’ fees and costs incurred in connection with such dispute.

17.           SEVERABILITY:  In the event any portion of this Agreement is held to be invalid, the same shall not affect, in any respect, the validity of the remainder of this Agreement.

18.            CAPTIONS:  The captions in this Agreement are to be given no effect and are for convenience and reference purposes only.

19.           ENTIRE AGREEMENT:  This Agreement contains seven (7) pages, and embodies the entire agreement between DWS and AIMERS.  There are no other understandings agreements representations, conditions, terms of considerations, expressed or implied, except as set forth in this Agreement.