EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT dated as of August 1, 2009 (this “Agreement”), by and between MARANI BRANDS, INC., a Nevada corporation (the “Company”), and MARGRIT EYRAUD (the “Executive”).

WHEREAS, the Company desires to hire the Executive as the President and Chief Executive Officer of the Company and as the Chairman of the Board of Directors of the Company; and

WHEREAS the Executive desires to be employed by the Company, as the Chairman, President and Chief Executive Officer of the Company of, on the terms, provisions and conditions set forth herein.

NOW, THEREFORE, in consideration of these premises and the mutual covenants contained herein, and other good and valuable consideration, the receipt and legal adequacy of which are hereby acknowledged by the parties, the Company and the Executive hereby agree as follows:

1.          Employment .  (a)  The Company hereby employs the Executive, and the Executive agrees to serve the Company during the Employment Term (as hereinafter defined), as the Chairman, President and Chief Executive Officer of the Company.  As the Chairman, President and Chief Executive Officer of the Company, the Executive will have such duties and responsibilities as are normally associated with these positions and as are specified in the By-laws of the Company, and such other duties and responsibilities as are assigned to the Executive by the Board of Directors of the Company that are of a nature generally performed by a chief executive officer.  Without limiting the foregoing, the Company may request the Executive to serve as an officer of its Subsidiaries, and if so requested, the Executive agrees to serve as an officer of such Subsidiaries.  The Executive shall be responsible for the strategic decisions of the Company, overseeing operations, managing the Company’s legal and regulatory compliance and all merger and acquisition initiatives.

(b)           The Executive shall devote the Executive’s best efforts and substantially all of the Executive’s business time to the performance of the Executive’s duties and responsibilities to the Company in accordance with this Agreement and shall perform such duties and responsibilities, faithfully, diligently and competently.  The Executive shall report directly and exclusively to the Board of Directors of the Company.  All other senior executives of the Company shall report directly to the Executive.  The Executive shall at all times during the Employment Term be a director of the Company.  The Executive’s employment services shall be performed at the Company’s principal offices, which during the Employment Term shall be maintained in the Los Angeles, California metropolitan area (or other such location, as the Executive and the Company may agree upon), subject to travel reasonably and customarily required by the Company in connection with the Executive’s duties and responsibilities to the Company.

(c)           Notwithstanding the foregoing, during the Employment Term, the Executive shall be entitled to devote a portion of the Executive’s business time to the Executive’s personal investments and to charitable, social and community activities; provided that doing so does not materially interfere with the performance of the Executive’s duties to the Company.

2.          Employment Term .  The period of the Executive’s employment pursuant to this Agreement shall commence on the date hereof and shall terminate, subject to earlier termination as expressly provided for herein, four (4) years after the date hereof on July 31, 2013, (the “Employment Term”).

3.          Compensation.                                    (a)           In consideration of the performance by the Executive of the Executive’s duties and obligations hereunder, the Executive shall be entitled to receive the following compensation: an annual salary of $180,000 (the “Salary”), for the initial annual period of the Employment Term (the “Salary”).  The Salary shall be payable in accordance with the Company’s regular payroll practices, as in effect from time to time, but no less frequently than bi-monthly.  On each anniversary date of the Employment Term, commencing on August 1, 2010, the Salary payable to the Executive pursuant to this Section 3(a) shall be increased by an amount, if any, equal to the percentage increase in the consumer price index (the “CPI”) for Los Angeles, California for the twelve (12) month period ending on the preceding December 31, as published by the United States Bureau of Labor Statistics (the “Bureau”), or any successor entity to the Bureau multiplied then by the current Salary pursuant to this Section 3(a); provided that if the Bureau no longer publishes the CPI, a comparable index reasonably acceptable to the Company and the Executive shall be substituted therefor.

(b)           Promptly following the execution and delivery of this Agreement, the Board of Directors shall consider and propose to the Executive a bonus compensation arrangement which will provide for an incentive bonus (the “Incentive Bonus”) payable to the Executive based upon the attainment by the Company of mutually agreeable criteria.

(c)           The Company hereby grants to the Executive options (the “Options”) to purchase 3,000,000 shares of the Company’s common stock at an exercise price equal to the price per share of the Company’s common stock on the date of this Agreement.  The Options shall vest (and become exercisable) as to twenty-five percent (25%) of the underlying shares of common stock on the first anniversary date of the Option grant and ratably each quarter thereafter during the next three (3) years of the Employment Term.  The Options shall become fully vested and exercisable upon the Company’s termination of the Executive’s employment hereunder Without Cause (as hereinafter defined) or the termination of such employment by the Executive For Good Reason (as hereinafter defined) or upon the Company’s termination of the Executive’s employment hereunder due to death or Disability (as hereinafter defined).  The Options shall have a term of ten (10) years and may be exercised to the extent vested, (i) by the Executive at any time during such ten (10) year period, if the Executive’s employment is terminated Without Cause or For Good Reason or due to Disability or if the Employment Term expires and the Executive does not continue to be employed by the Company, (ii) by the Executive’s personal representative within one (1) year following the date of the Executive’s death, if the Executive’s employment with the Company is terminated due to the Executive’s death, and (iii) by the Executive, if the Executive’s employment terminates for any other reason (other than the expiration of the Employment Term) by the Executive, within ninety (90) days following the Executive’s termination of employment.  The Options shall be granted pursuant to a stock option plan to be adopted by the Board of Directors of the Company and approved by the shareholders (the “Plan”) and shall by subject to such other terms as provided in the Plan (it being understood that the Plan will have customary provisions permitting the Company to cash-out stock options in connection with a sale of substantially all of the Company’s assets, a merger, a recapitalization or a similar transaction).  If there is any inconsistency or conflict between the terms and provisions of the Plan and this Agreement, the terms and provisions of this Agreement shall govern and control.

(a)           The Executive shall be entitled to receive all health, medical, insurance, and pension benefits provided by the Company to any of its senior executives and to all other fringe benefits and benefit plans provided by the Company to its executives as a group.

(b)           The Company shall reimburse the Executive for all reasonable and necessary expenses (including, without limitation, entertainment expenses and automobile expenses) incurred by the Executive in connection with the performance of the Executive’s duties to the Company  (it is being agreed that business-class airfare travel is a reasonable expense for transcontinental and intercontinental travel), upon submission of receipts and/or vouchers by the Executive in accordance with the Company’s policies and procedures.

(c)           The Company shall pay for the lease of an automobile to be used for business purposes; provided that the costs of the lease do not exceed $650 per month.  The Company shall also pay for the insurance and other operating expenses associated with the business use of such automobile.

(d)           The Executive shall be entitled to four (4) weeks of vacation time annually which shall be taken at times selected by the Executive which are consistent with the proper performance of the Executive’s duties and responsibilities to the Company.  The Executive may accrue an unlimited amount of earned but unused vacation time in accordance with applicable law.

(e)           The Company shall pay the costs and expenses of maintaining the computer equipment and facsimile machines used by the Executive at the Executive’s home office, and the Executive’s use of a cell phone.  Upon the termination of the Executive’s employment with the Company hereunder for any reason whatsoever, other than for Cause or the expiration of the Employment Term, the Executive shall have the right to purchase the computer equipment and facsimile machine used in the Executive’s home office by paying the Company an amount equal to the amount at which such computer equipment and facsimile machine are then carried on the books and records of the Company.  Upon termination of the Executive’s employment for any reason whatsoever, the Executive shall be entitled to remove all of the Executive’s personal effects from the Company’s premises.

5.          Inventions.   Any Inventions (as defined below) originated or conceived by the Executive, with the use or assistance of the facilities, materials or personnel of the Company or any Affiliate (as defined below) of the Company, either solely or jointly with others, during the Employment Term shall be the property of the Company.  The  Executive hereby irrevocably assigns and transfers to the Company and agrees to transfer and assign to the Company all of the  Executive’s right, title and interest in and to all Inventions, and to applications for patents and patents granted upon such Inventions and to all copyrightable material related thereto developed by the Executive or under the Executive’s supervision.  The Executive agrees, upon the written request of the Company and at the Company’s sole cost and expense, to do such acts, to execute such documents and instruments, to participate in such proceedings and to take such actions as from time to time may be necessary, required or useful, in the Company’s reasonable opinion, to apply for, secure, maintain, reissue, extend or defend the worldwide rights of the Company in the Inventions.

6.          Disability or Death .   (a)  If, as a result of physical or mental disability (any such disability to be determined by a competent physician mutually acceptable to the Company and the Executive), the Executive shall have failed or been unable to perform the Executive’s duties hereunder for a period of one hundred eighty (180) consecutive calendar days (“Disability”), the Company may, by written notice to the Executive, terminate the Executive’s employment under this Agreement prior to the end of the Employment Term, effective as of the date of the notice.  If the Executive’s employment is terminated due to Disability pursuant to this Section 6(a), the Company shall pay to the Executive (in equal installments every two (2) weeks), (i) for the succeeding twelve (12) month period, an amount equal to eighty percent (80%) of the Executive’s Salary at the date of termination and (ii) for the twenty four (24) month period commencing on the date of the last payment required to be made pursuant to clause (i), an amount equal to fifty percent (50%) of the Executive’s Salary at the date of termination (all regardless of any payments that the Executive may be entitled to receive under any disability insurance policy maintained by the Company or otherwise).  In addition, the Company shall maintain and pay for the Executive’s then existing health, life insurance and other benefits during the time period that any payments are being made pursuant to this Section 4(a) hereof.

(b)           The period of the Executive’s employment under this Agreement shall automatically terminate upon the Executive’s death.  In the event of the Executive’s death, the Company shall pay to the beneficiary designated in writing to the Company by the Executive (or if the Executive fails to designate a beneficiary, to the Executive’s estate), an amount at an annual rate equal to the Executive’s Salary in effect on the date of the Executive’s death for a period of eighteen (18) months from the date of the Executive’s death, payable in equal monthly installments on the first day of the month next succeeding the date of death and the first day of each month thereafter.

(c)           In addition, if the Executive’s employment with the Company is terminated pursuant to Section 6(a) or 6(b), the Company shall pay the Executive a pro-rata portion of the Incentive Bonus for the year in which such termination occurred, based upon the number of days during such year that the Executive was employed.

7.          Termination.   (a) The Company shall have the right to terminate the Executive’s employment with the Company hereunder (i) for Cause (as hereinafter defined) or (ii) Without Cause (as hereinafter defined).

(b)           For purposes hereof, the term “Cause” shall mean conduct on the part of the  Executive which constitutes:  (i) misconduct by the Executive or gross negligence which is or likely to be materially injurious to the Company; (ii) misappropriation of the Company’s assets on the usurpation of a business opportunity of the Company; (iii) breach of any fiduciary duty (as determined by a final judgment of a court of competent jurisdiction from which no appeal may be taken); (iv) a material violation by the Executive of any of the written policies of the Company or any provision of any “code of ethics,” as from time to time in effect;  (v) the Executive engaging in an act of unlawful employment discrimination, including, but not limited to, sexual, racial, religious, or other forms of harassment; (vi) conduct on the part of the  Executive which the Company in good faith determines has reflected so seriously on the Company’s public reputation as to materially prejudice the Company or its business; (vii) the conviction of, or plea or guilty or nolo contendere to a criminal violation which constitutes a felony; or (viii) a breach of any material obligation of the Executive hereunder which is not cured within thirty (30) days after written notice of such breach from the Company.   Any attempt to terminate the Executive’s employment for Cause shall require that prior to any the effectiveness of any such termination for Cause, on not less that ten (10) days prior to such termination, the Executive shall be given a hearing before the entire Board of Directors of the Company (at which an attorney representing the Executive may, in the Executive’s discretion, attend and be heard on behalf of the Executive) to review and give the Executive and opportunity to refute the grounds for termination.

(c)         If the employment of the Executive hereunder is terminated for Cause, the Company shall not be obligated to make any further payments to the Executive hereunder (other than for accrued and unpaid Salary and for accrued vacation and the reimbursement of expenses incurred in accordance with Section 4(b) hereof, in each case through the date of termination), or to continue to provide any benefit to the Executive under this Agreement (other than benefits which have accrued pursuant to any plan or applicable law through the date of termination).

(d)           If the employment of the Executive is terminated Without Cause or for Good Reason, (i) the Company shall pay to the Executive the Salary and the Incentive Bonus, for the remainder of the current Employment Term, all regardless of the amount of compensation of the Executive may earn or be able to earn with respect to any other employment that the Executive may obtain or be able to obtain (i.e., the Executive shall have no duty to mitigate and the Company shall have no right to offset), (ii) all of the Executive’s Options to purchase stock shall become fully vested and immediately exercisable, (iii) the Company shall reimburse the Executive for all expenses the Executive incurred in accordance with Section 4(b) hereof, (iv) during the period in which the Executive is receiving payments pursuant to clause (i) of this Section 7(d), the Company shall maintain and pay for the Executive’s then existing health insurance, life insurance and other benefits; provided , however , that the Company’s obligations under this clause (iv) shall terminate to the extent that the Executive is offered and receives comparable health or life insuran