EMPLOYMENT CONTRACT

Exhibit 10.3

EMPLOYMENT CONTRACT

between

POSHBABY, INC.

and

SUSAN LINDEMAN

TABLE OF CONTENTS

EMPLOYMENT CONTRACT

          THIS EMPLOYMENT CONTRACT (“Contract”) is made and entered as of the 13th day of January, 2006 between POSHBABY, INC., a Virginia corporation (“Employer”), and Susan Lindeman (“Employee”).

R E C I T A L S

          A.          Employee and Employer desire to enter into this Contract to memorialize the employment relationship between Employer and Employee.

          B.          Subject to the terms and conditions of this Contract, Employee is the Chief Operating Officer of Employer.

          NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto mutually agree as follows:

Article I  - Recitals

          The above stated Recitals are true and correct and are incorporated by reference into this Contract.

Article II -  Term

          The initial term of this Contract shall be three (3) years commencing as of January 13, 2006 (the “Commencement Date”) and ending three (3) years thereafter unless terminated earlier as provided herein (the “Initial Term”).  The Initial Term shall be extended for successive one (1) year periods unless either party gives the other thirty (30) days prior written notice of its intent not to renew prior to the expiration of the then current term.

Article III  -  Duties

          A.           In General .  Upon the terms and subject to the conditions of this Contract, Employer hereby employs Employee and Employee hereby accepts such employment with Employer for the term of this Contract as the Chief Operating Officer of Employer.  Employee shall have the powers and duties with respect to Employer’s business interests (the “Businesses”) as set forth in the Bylaws of Employer for its Chief Operating Officer and such other executive and managerial duties as normally associated with such positions, subject to the direction of the Chief Executive Officer in accordance with the reasonable policies adopted from time to time by the Chief Executive Officer and communicated by written notice to Employee (the “Duties”).  During the term of this Contract and subject to Article III.D below, Employee shall devote substantially all of Employee’s business time, attention, skill and efforts to the faithful performance of the Duties.

          B.           Place of Performance .  The Duties shall be performed in Glen Allen, Virginia, except for such travel in the ordinary course of Employer’s business as may from time to time be reasonably required.  Employee’s initial principal place of business shall be at the executive offices of Employer in Glen Allen, Virginia.

          C.           Delegation .  Notwithstanding anything to the contrary contained in this Article III, Employee shall have the right and authority to delegate responsibility to one or more personnel as Employee deems appropriate, and is hereby authorized to hire on behalf of Employer additional agents, employees and other representatives which in Employee’s reasonable opinion, and subject to the prior approval of the Chairman of the Board of the Employer, are necessary to handle the affairs of Employer, and to terminate the employment of any and all agents, employees and other representatives of Employer, other than appointed officers of Employer, the termination of whom shall be subject to the prior approval by Employer’s Board of Directors.

          D.           Other Activities .  Employee shall use Employee’s best efforts for the benefit of Employer by whatever activities Employee reasonably deems appropriate to maintain and improve Employer’s standing in the community generally and among other members of the industries in which Employer is from time to time engaged, including such entertaining for business purposes as Employee reasonably considers appropriate.  Employee shall not, without the approval of the Board of Directors of Employer, render services of a business nature to any other person or entity, if such activities would interfere with the performance of Employee’s Duties as required under this Contract or otherwise prevent Employee from devoting substantially all of Employee’s business time, attention, skill and efforts to the performance of Employee’s Duties as required under this Contract.  Subject to the foregoing limitations, the following activities shall be deemed to be permissible:  (i) owning or managing real or personal property owned by Employee or Employee’s family members; (ii) owning any business which does not compete, directly or indirectly, with Employer; and (iii) holding directorships or similar positions in any organization which is not competing with Employer and which is approved by the Board of Directors of Employer. 

Article IV  -  Compensation And Other Benefits

          A.           Base Salary, Signing Bonus, Annual Bonus and Employee Benefit Plans .  For all services rendered by Employee in any capacity during Employee’s employment under this Contract (including any renewals hereof), Employer shall pay to Employee as compensation the sum of the amounts set forth in the following subparagraphs 1 through 4.

                       1.           Base Salary .  Commencing upon the Commencement Date, Employee shall be paid the sum Ninety Thousand Dollars ($90,000.00) on an annualized basis (the “Base Salary”) which amount shall be paid in accordance with Employer’s customary payroll practices. The Base Salary shall increase to One Hundred Thousand Dollars on the second anniversary of the Commencement Date. 

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                       2.           Annual Bonus .  On or before one hundred twenty (120) days subsequent to the completion of Employer’s preceding fiscal year, Employee shall be eligible to receive a cash bonus, such bonus to be within the sole discretion of the Company’s Board of Directors.

                       3.           Benefit Plans .  During the term of Employee’s employment with Employer, Employee shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other executives of Employer (“Investment Plans”) and Employee shall be eligible for participation in and shall receive all benefits under, welfare benefit plans, practices, policies and programs applicable generally to other executives of Employer, including but not limited to comprehensive medical and dental coverage (“Welfare Plans”). 

                       4.           Dues .  Employer shall pay the dues of such professional associations and societies of which Employee is a member in furtherance of Employee’s Duties.

          B.           Payments Upon Termination .

                        1.           Termination by Employer for Cause; Voluntary Unilateral Decision by Employee Without Cause; Death or Disability .  If Employee’s employment is terminated (i) by Employer for Cause (as hereinafter defined at Article VII.B); (ii) by Employee by a voluntary unilateral decision by Employee without Cause (as defined at Article VII.A); or (iii) as a result of Employee’s death or Disability (as defined below), then Employee shall be entitled to: (1) the base salary pursuant to Article IV.A.1 earned through the date of termination; (2) accrued vacation under Article VI hereof; and (3) all applicable reimbursements from Employer due under Article V hereof.  As used in this Contract, the term “Disability” means (A) Employee’s incapacity due to a permanent mental or physical illness that prevents Employee from performing Employee’s duties hereunder for 26 consecutive weeks or (B) a physical condition that renders the performance by Employee of Employee’s duties hereunder a serious threat to the health and well being of Employee.  Disability shall be determined by a physician selected by Employee (or Employee’s legal representative) and reasonably acceptable to Employer.

                        2.           Termination for Reasons Other than Termination by Employer for Cause; Voluntary Unilateral Decision by Employee or Death or Disability .  If Employee’s employment is terminated for any reason by either party, other than as a result of termination by Employer for Cause (as defined at Article VII.B), a termination by a voluntary unilateral decision by Employee without Cause (as defined at Article VII.A) or a termination as a result of Employee’s death or Disability, Employee shall be entitled to: (1) any applicable Severance, as such term is defined below, (2) all amounts set forth in items (1), (2) and (3) of Article IV.B.1 above.  For purposes of this Contract, clauses (1) and (2) of this Article IV.B.2 of this Contract shall collectively be referred to as the “Termination Benefits.”  Payment of the Termination Benefits shall be conditioned upon the execution by Employee of a valid release, to be prepared by Employer, in which Employee releases Employer, to the maximum extent permitted by law, from any and all claims Employee may have against Employer that relate to or arise out of Employee’s employment or termination of employment.  “Severance” shall be calculated initially as one twelfth of the Base Salary, with an additional one twelfth of the Base Salary for each full year that this Agreement and any extension thereof shall be in effect.  Notwithstanding anything to the contrary in the foregoing, the Severance shall never exceed one half of the Base Salary.

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Article V  -  Business Expenses

          A.           Business Expenses .  Employee is authorized to incur reasonable expenses to execute and/or promote the Businesses of Employer, including, but not limited to, expenses related to maintenance of professional licenses and expenses for reasonable entertainment, travel, and similar items, in each case, in accordance with the policies, practices and procedures of Employer.  Employer will reimburse Employee for all reasonable travel or other expenses incurred while on business.  Employer will not reimburse Employee for automobile expense associated with traveling to Employer’s offices.

Article VI  -  Vacation

          Employee will be entitled to four (4) weeks paid vacation annually or such other time as authorized by the Board of Directors during which time Employee’s compensation shall be paid in full.  Vacation Days unused in any calendar year may not be accumulated and carried forward and used in future years.

Article VII  -  Termination of Employment

          A.           Termination by Employee .  Employee may terminate Employee’s employment with Employer at any time upon notice to Employer for “Cause.”  As used in this Paragraph A, the term “Cause” shall mean:

                        1.          Employer’s material breach of this Contract; provided, however, that in the event Employee believes that this Contract has been materially breached, Employee shall provide Employer with written notice of such breach and provide Employer with a thirty (30) day period in which to cure or remedy such breach;

                        2.          Assignment to Employee of regular duties inconsistent with Employee’s position, or status with Employer; or

                        3.          The relocation of Employer’s principal executive offices to a location more than seventy-five (75) miles outside of Glen Allen, Virginia without Employee’s prior consent.

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          B.           Termination by Employer .  Employee’s employment may be terminated by Employer at any time upon notice to Employee for “Cause.”  As used in this Paragraph B, the term “Cause” shall mean:

                        1.          Employee’s material breach of any provision of this Contract; provided, however, that in the event Employer believes that this Contract has been breached, it shall provide Employee with written notice of such breach and provide Employee with a thirty (30) day period in which to cure or remedy such breach;  

                        2.          The commission by Employee, in the reasonable determination of the Employer’s Board of Directors, of a crime, or an act of fraud or dishonesty against Employer, its subsidiaries or affiliates; or

                        3.          The use by Employee of an illegal substance, including, but not limited to, marijuana, cocaine, heroin, and all other illegal substances, and/or the dependence by Employee upon the use of alcohol, which, in any case, in the opinion of both Employee’s family physician and a physician chosen by Employer, materially impairs Employee’s ability to perform Employee’s Duties hereunder, which dependence is not cured or rehabilitated, as determined by Employee’s physician, within three (3) months of receipt of written notice from Employer to Employee.

          C.           Death or Disability .  This Contract shall terminate upon the death or the Disability of Employee.  Employee or Employee’s heirs or estate (as the case may be) shall be entitled to the compensation provided for with respect to a termination by death or Disability in this Contract.

          D.           Termination of Obligations .  Upon the resignation of Employee or termination of Employee’s employment in accordance with the provisions of this Article VII, all obligations of Employee and Employer hereunder shall be terminated except as otherwise provided herein.

          E.           No Mitigation .  If Employee’s employment under this Contract terminates for any reason, with or without Cause, Employee shall have no obligation to seek other employment in mitigation of damages; and no compensation received by Employee from other employment or other sources shall be considered as a mitigation of