EMPLOYMENT AGREEMENT

Exhibit 10.1

EMPLOYMENT AGREEMENT

This employment agreement (this "Agreement") dated as of February 12, 2009 (the "Effective Date"), is made by and between NXT Nutritionals Holding, Inc., a Delaware corporation (the "Company") and Francis (Michael) McCarthy (the “Executive”) (collectively, the “Parties”).

WHEREAS, the Company is a publicly traded company whose shares are quoted on the OTC Bulletin Board;

WHEREAS, the Executive will have the duties and responsibilities as described in Section 1 of the Agreement during the period when the Executive is the Chief Executive Officer of the Company; and

WHEREAS, the Parties wish to establish the terms of the Executive’s employment with the Company;

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1.   POSITION/DUTIES.

(a)   During the Employment Term (as defined in Section 2 below), the Executive shall serve as a Chief Executive Officer of the Company. In this capacity the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other reasonable duties and responsibilities as the Board of Directors of the Company (the "Board") shall designate.  The Executive shall report directly to the Board of Directors.  The Executive shall obey the lawful directions of the Board of Directors to whom the Executive reports and shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof.

(b)   During the Employment Term, the Executive shall use his best efforts to perform his duties under this Agreement and shall devote all of his business time, energy and skill in the performance of his duties with the Company.  The Executive shall not during the Employment Term (except as a representative of the Company or with consent in writing of the Board) be directly or indirectly engaged or concerned in any other business activity.  Notwithstanding the foregoing provisions, the Executive is not prohibited from (1) participating in charitable, civic, educational, professional or community affairs or serving on the board of directors or advisory committees of non-profit entities, and (2) managing his and his family's personal investments, in each case, provided that such activities in the aggregate do not materially interfere with his duties hereunder.

2.   EMPLOYMENT TERM.   Except for earlier termination as provided in Section 5, the Executive's employment under this Agreement shall be for a three year term commencing on the Effective Date and ending on February 12, 2012 (the "Initial Term"). Subject to Section 5, at the end of the Initial Term this Agreement may be extended for additional terms by mutual agreement of the parties (“Additional Term”).  The amount of compensation payable to the Executive during any extension of the Initial Term shall be discussed and agreed upon by both parties 30 days before the Agreement termination date.  The Initial Term and any Additional Term shall be referred to herein as the "Employment Term."

3.   COMPENSATION.

(a)   Base Salary. In consideration of the services to be rendered as provided in Section 1, the Company hereby agrees to pay the Executive an annual base salary of $120,000 payable in equal semimonthly installments in accordance with the usual practice of the Company (the “Base Salary”). The Executive's Base Salary shall be subject to annual review by the Board of Directors of the Company (the “BOD”).

(b)   Bonus.   With respect to each full fiscal year during the Employment Term, the Executive shall be eligible to earn an annual bonus (the "Annual Bonus") in such amount, if any, as determined in the sole discretion of the Board of up to 100% of the Executive's Base Salary. In addition, the Executive shall be eligible to participate in the Company's bonus and other incentive compensation plans and programs (if any) for the Company's senior executives at a level commensurate with his position and may be entitled to bonus payments in addition to the amount set forth hereinabove. ¹

4.   EMPLOYEE BENEFITS.

(a)   Benefit Plans.   The Executive shall be eligible to participate in any employee benefit plan of the Company, including, but not limited to, equity, pension, thrift, profit sharing, medical coverage, education, or other retirement or welfare benefits that the Company has adopted or may adopt, maintain or contribute to the benefit of its senior executives, at a level commensurate with his positions, subject to satisfying the applicable eligibility requirements. The Company may at any time or from time to time amend, modify, suspend or terminate any employee benefit plan, program or arrangement for any reason in its sole discretion.

(b)   Vacation.   Employee shall be entitled to a vacation (without deduction of salary or other compensation) for the period as is in conformity with the Company’s policy regarding vacations for management employees (but in no event less than three weeks per year).

(c)   Business and Entertainment Expenses. Upon presentation of appropriate documentation, the Executive shall be reimbursed for all reasonable and necessary business and

¹   NOTE: publicly held companies are subject to the $1,000,000 compensation deduction limitation imposed by Internal Revenue Code Section 162(m).

entertainment expenses incurred in connection with the performance of his duties hereunder, all in accordance with the Company's expense reimbursement policy applicable to senior executives from time to time in effect.

(d)   Insurance. The Company shall provide standard coverage for the Executive and each individual family member of the Executive under the Company health insurance after consultation with the Executive.

(e)   Company Car . The Executive shall either (i) receive a monthly expense allowance for purchase or lease of a car or (ii) be given a company car for use in connection with the performance of his duties hereunder.

5.   EARLY TERMINATION.   The Executive's employment and the Employment Term shall terminate on the first of the following to occur:

(a)   Disability.   The thirtieth (30 ^th ) day following a written notice of termination by the Company to the Executive due to Disability. For purposes of this Agreement, "Disability" shall mean a determination  by the Company in accordance with applicable law that due to a physical or mental injury, infirmity or incapacity, the Executive is unable to perform the essential functions of his job with or without accommodation for 180 days (whether or not consecutive) during any 12-month period.

(b)   Death.   Automatically on the date of death of the Executive.

(c)   Cause.   Immediately upon written notice of termination by the Company to the Executive for Cause. "Cause" shall mean, as determined by the Board (or its designee) (1) conduct by the Executive in connection with his employment duties or responsibilities that is fraudulent, unlawful or grossly negligent; (2) the willful misconduct of the Executive; (3) the willful and continued failure of the Executive to perform the Executive's duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness); (4) the commission by the Executive of any felony (other than traffic-related offenses) or any crime involving moral turpitude; (5) violation of any material policy of the Company or any material provision of the Company's code of conduct, employee handbook or similar documents; or (6) any material breach by the Executive of any provision of this Agreement or any other written agreement entered into by the Executive with the Company.

(d)   Without Cause.   On the sixtieth (60th) day following written notice by either Party to the other Party without Cause, other than for death or Disability of the Executive.  The Company may also terminate this Agreement for cause at any time in the event of the failure of the Executive to perform duties assigned by the Company in a correct, timely and expeditious manner or in the event of material violation by the Executive of any term or condition of this Agreement.

6.   CONSEQUENCES OF TERMINATION.

Disability.   Upon termination of the Employment Term because of the Executive's Disability, the Company shall pay or provide to the Executive (1) any unpaid Base Salary and any accrued vacation through the date of termination; (2) any unpaid bonus accrued through the date of termination; (3) three (3) months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes; (4) reimbursement for any unreimbursed expenses properly incurred through the date of termination; and (5) all other payments or benefits to which the Executive may be entitled under the terms of any applicable employee benefit plan, program or arrangement (collectively, "Accrued Benefits").

(a)   Death.   Upon the termination of the Employment Term because of the Executive's death, the Executive's estate shall be entitled to (1) three (3) months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes; and (2) any Accrued Benefits.

(b)   Termination for Cause. Upon the termination of the Employment Term by the Company for Cause or by either party in connection with a failure to renew this Agreement, the Company shall pay to the Executive any Accrued Benefits.

(c)   Termination without Cause.   Upon the termination of the Employment Term by the Company without Cause, the Company shall pay or provide to the Executive (1) the Accrued Benefits, (2) six (6) months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes, (3) continued coverage under all plans or programs of the types listed in Section 3.1 until the sooner of one (1) year or one (1) month after Employee becomes otherwise employed and eligible for other comparable coverage, and (4) all other benefits provided to Employee under this Agreement for a period of thirty (30) days.

7.   NO ASSIGNMENT.   This Agreement is personal to each of the Parties.  Except as p