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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: MM2 GROUP, INC. | Genotec Acquisition Corp | Susan Blancato You are currently viewing:
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MM2 GROUP, INC. | Genotec Acquisition Corp | Susan Blancato

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Title: EMPLOYMENT AGREEMENT
Governing Law: New York     Date: 9/27/2006

EMPLOYMENT AGREEMENT, Parties: mm2 group  inc. , genotec acquisition corp , susan blancato
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                                                                    EXHIBIT 10.4
                                                                    ------------

                              EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT (the "Agreement") dated September 27, 2006 by and
between Genotec Acquisition Corp. ("Genotec" or the "Company") , a New Jersey
corporation with an address at 5 Regent Street, Livingston, NJ 07039 (the
"Company"), and Susan Blancato, an individual having an office at 450 Commack
Road Deer Park, NY 11729 (the "Employee").

                               W I T N E S S E T H

     WHEREAS, the Company, Genotec Nutritionals, Inc., a Delaware corporation
("Seller"), George Kontonotas, an individual ("Kontonotas"), Joseph Freedman, an
individual ("Freedman"), Susan Blancato, an individual ("Blancato"),
(Kontonotas, Freedman, and Blancato shall be collectively referred to herein as
the "Shareholders"), MM(2) Group, Inc. , a New Jersey corporation ("MM2")
entered into an Asset Purchase Agreement dated September 27, 2006 (the "Asset
Purchase Agreement"); and

     WHEREAS, the Company desires that Employee be employed by it and render
services to it, and Employee is willing to be so employed and to render such
services to the Company, all on the terms and subject to the conditions
contained herein.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt
sufficiency of which is hereby acknowledged, the parties agree as follows:

1.    EMPLOYMENT

     Subject to and upon the terms and conditions contained in this Agreement,
the Company hereby employs Employee, for the period set forth in Paragraph 2
(subject to the terms and conditions of this Agreement), to render the services
to the Company, its affiliates and/or subsidiaries described in Paragraph 3.

2.    TERM

     Employee's term of employment under this Agreement shall commence on
September 21, 2006 (the "Commencement Date") and shall continue for a period
terminating on September 30, 2009 (the "Expiration Date"), unless earlier
terminated under the terms and conditions herein (the "Employment Term").

3.    DUTIES

     (a) The Employee agrees that she will serve the Company on a full-time
basis faithfully and to the best of her ability as Vice President -
Administration, subject to the general supervision of the Chief Executive
Officer of the Company. Employee shall be based in the Company's offices in Deer
Park, New York.

<PAGE>

     (b) The Employee's duties are subject to change, as determined by the Chief
Executive Officer and/or the Company's Board of Directors. The Employee's
primary areas of responsibility include, but are not limited to: Office
administration, bookkeeping, human resources.

     (c) Employee agrees to abide by all By-Laws and policies of the Company, as
promulgated from time-to-time by the Company.

     (d) Employee will serve as a member of the Company's Management Committee
or as otherwise directed by the Chief Executive Officer of the Company.

4.    EXCLUSIVE-SERVICES AND BEST EFFORTS

     Employee shall devote her entire working time, attention, best efforts and
ability exclusively to the service of the Company, its affiliates and
subsidiaries during the term of this Agreement. Employee will be permitted to
provide limited management services to the business of CardioCeuticals LLC only
through September 30, 2006. Deviations from this shall require written approval
by the Chief Executive Officer or the Company's Board of Directors.

5.    COMPENSATION

     (a) Base Salary. Commencing on the Commencement Date, and for the next
twelve (12) months following the Commencement Date, the Employee shall receive
an annual salary, payable bi-weekly, in the amount of Forty Eight Thousand
Dollars ($48,000), subject to all required federal, state and local payroll
deductions. The Employee's base salary shall be increased on each anniversary of
the Commencement Date as deemed appropriate by the Chief Executive Officer with
the approval of the Board of Directors of the Company.

     (c) Additional Compensation. Following the first anniversary of the
Commencement Date, the Employee may be paid a bonus as set forth in Attachment A
herein.

     (d) Stock Options. The Employee shall participate in the Company's
Incentive Stock Option Plan at the sole discretion of the Board of Directors of
the Company.

6.    BUSINESS EXPENSES

     Employee shall be reimbursed for only those business expenses incurred by
her (a) which are reasonable and necessary for Employee to perform her duties
under this Agreement in accordance with policies established from time-to-time
by the Company, and (b) for which Employee has submitted vouchers and/or
receipts.

                                        2
<PAGE>

7.    EMPLOYEE BENEFITS, VACATIONS, PERSONAL DAYS

During the term of this Agreement:

     (a) The Employee shall participate in the Company's health insurance
program covering herself and her immediate family at no cost to the Employee.

     (c) The Employee shall be entitled to four (4) weeks of vacation, sick
and/or personal days per annum during the Employment Term beginning on the
Commencement Date, to be planned and taken (where possible) at such times as may
be mutually agreed upon by the Chief Executive Officer of the Company and the
Employee. Vacation may not be carried over from one calendar to the next. Any
vacation earned and not used in the calendar year in which it is earned will be
lost. The Employee shall also be entitled to have off all published holidays of
the Company, as announced on December 31st of each year for the following
calendar year.

8.    DEATH AND DISABILITY

     (a) The Employment Term shall terminate on the date of Employee's death, in
which event Employee's base salary payable pursuant to Paragraph 5 through the
last day of the month in which the Employee's death did occur shall be paid to
her estate. Employee's estate will not be entitled to any other compensation
upon termination of this Agreement pursuant to this Paragraph 9(a).

     (b) If during the Employment Term, Employee, because of physical or mental
illness or incapacity, shall become substantially unable to perform the duties
and services required of her under this Agreement for a period of sixty (60)
consecutive days or one hundred twenty (120) days in the aggregate, the Company
may, upon at least ten (10) days prior written notice given at any time after
the expiration of such 60 or 120-day period, as the case may be, provide
Employee with a written notice of its intention to terminate this Agreement as
of such date as may be set forth in the notice. In case of such termination,
Employee shall be entitled to receive her salary payable pursuant to Paragraph
5, through the date of termination. Employee will not be entitled to any other
compensation upon termination of this Agreement pursuant to this Paragraph 9(b).

9.    TERMINATION

     (a) The Company may terminate the employment of Employee "FOR CAUSE" during
the Employment Term. Upon such termination, except as set forth herein, the
Company shall be released from any and all further obligations under this
Agreement, except that the Company shall be obligated to pay Employee the unpaid
prorated base salary pursuant to Paragraph 5 earned or accrued up through the
day on which Employee is terminated.

     (b) As used herein, the term "FOR CAUSE" shall mean:

          (i) any material breach of this Agreement by Employee that, in the
case of a breach that may be cured or remedied, is not cured or remedied to the

                                        3
<PAGE>

reasonable satisfaction of the Company within 30 days after written notice is
given by the Company to Employee, setting forth in reasonable detail the nature
of such breach;

          (ii) Employee's failure to perform her duties and services hereunder
to the reasonable satisfaction of the Chief Executive Officer or the Board of
Directors of the Company that, in the case of any such failure that may be cured
or remedied, is not cured or remedied to the reasonable satisfaction of the
Company within 30 days after notice is given by the Company to Employee, setting
forth in reasonable detail the nature of such failure;

          (iii) any material act, or material failure to act, by Employee in bad
faith and to the material detriment of the Company; or

          (iv) commission by Employee of a material act involving moral
turpitude, dishonesty, unethical business conduct, or any other conduct which
significantly impairs the reputation of the Company, its subsidiaries or
affiliates.

          (v) the conviction of the Employee of a felony, including the plea of
nolo contendre.

     (c) The Employee may terminate this Agreement if MM2 fails to contribute
the Additional Investment as set forth in Section 6.3(a) of the Asset Purchase
Agreement within eighteen (18) months from the Closing Date of the Asset
Purchase Agreement.

10.   DISCLOSURE OF INFORMATION AND RESTRICTIVE COVENANT

(a) The Employee acknowledges that the Employee has been informed that it is the
policy of the Company to maintain as secret and confidential all information

          (i) relating to the products, processes, designs and/or systems used
by the Company and its Affiliates and

          (ii) relating to the customers and employees of the Company and its
Affiliates. Confidential information and trade secrets include, but are not
limited to, customer and client lists, price lists, marketing and sales
strategies and procedures, operational and equipment techniques, business plans
and systems, quality control procedures and systems, special projects and
technological research, including projects, research and reports for any entity
or client or any project, research, report or the like concerning sales or
manufacturing or new technology, employee compensation plans and any other
information relating thereto, and any other records, files, drawings,
inventions, discoveries, applications or processes which are not in the public
domain (all the foregoing shall be referred to herein as the "Confidential
Information"). The Employee further acknowledges that such Confidential
Information is of great value to the Company.

     For purposes of this Agreement, "Affiliates" means any person or entity or
group of persons or entities acting together that, directly or indirectly,
through one or more intermediaries, controls, or is controlled by, or is under
common control with, the Company.

                                        4
<PAGE>

     The parties recognize that the services to be performed by the Employee are
special and unique, and that by reason of her employment by the Company, the
Employee has and will acquire Confidential Information as stated above. The
parties confirm that it is reasonably necessary to protect the Company's (and
its Affiliates') goodwill, and accordingly the Employee does agree that the
Employee shall not and will not directly or indirectly (except where authorized
by the Board of Directors of the Company for the benefit of the Company or
agreed in writing by the Company and the Employee):

     A. At any time during her employment by the Company or after the Employee
ceases to be employed by the Company, divulge to any persons, firms or
corpo


 
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