AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AMENDED AND RESTATED

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of this 8th day of September, 2004, by and between Xxxxxx X. Xxx (the “Employee”), and Epic Financial Corporation, a Nevada corporation, (the “Company”).

W I T N E S S E T H:

The parties agree as follows:

The Company hereby agrees to employ the Employee to render services to the Company during the Employment Period, as that term is hereinafter defined, as President and Chief Executive Officer (CEO) of the Company, he shall also serve in the capacity of President of One4Luck, Inc. (“O4L”), a wholly-owned subsidiary of the Company). The Employee agrees to be employed by the Company in such capacities and agrees that throughout the Employment Period he will perform all such duties as shall be necessary for him to perform consistent with his positions or as shall be assigned to him. The Employee further agrees to devote his best efforts to the performance and discharge of his duties and responsibilities. In such capacity, the Employee shall have the power, without prior approval of the Board of Directors of Company (the ”Board”), to incur on behalf of Company any and all business expenses reasonably necessary for the conduct of the Company and its subsidiaries; provided, however, that Employee may not cause the Company or its subsidiaries to issue any debt or equity securities, or any similar ownership interest or obligation, without prior approval of the Board.

The Company agrees to pay Employee, as full compensation for the services to be rendered by the Employee hereunder, and the Employee agrees to accept as full compensation therefore (except as noted in 2(a), (b), (c) and (d)), a salary during the Employment Period at an annualized rate of $120,000.00, which compensation shall be payable in arrears in equal monthly installments in accordance with the normal payroll policies of the Company from time to time in effect, subject to withholding for Federal, state and local income taxes, FICA, FUTA and other legally required withholding taxes and contributions. Provisions for the payment of the first year of such compensation and other compensation to be paid to or provided to the Employee are as follows:

As soon as practicable after the date of this Employment Agreement, the Company shall issue in the name of the Employee an aggregate of one million five hundred thousand (1,500,000) shares of the Company’s common stock (the “First Year Stock”). The First Year Stock shall represent payment, in full, in advance of the salary (net after payroll tax deductions) due Employee for the first year of the Employment Agreement. The First Year Stock shall be common stock of the Company that has been registered with the Securities and Exchange Commission by means of a Registration Statement on Form S-8 and shall be freely-tradeable, except for those restrictions that might otherwise be applied to such stock as a result of it being owned by an officer or director of the issuer of such stock. The certificates representing the First Year Stock shall be delivered to, and held by, legal counsel for the Company (the “Escrow Holder”) and shall be delivered to the Employee by the Escrow Holder at the rate of 125,000 shares per month as of the last day of each calendar month for each of the first twelve (12) months of the Employment Period. During the first year of the Employment Period, the Employee shall enjoy all rights of ownership in the First Year Stock, except for the rights to dispose of or to pledge or encumber the shares of the First Year Stock that remain in the possession of the Escrow Holder. In the event that the Employee’s employment is terminated during the first year of the Employment Period, all shares of the First Year Stock remaining in the possession of the Escrow Holder shall be immediately delivered to the Employee and the Employee shall maintain all equitable and beneficial rights of ownership in all of such shares; provided that, the termination of the Employee’s employment results for any reason other than those circumstances as set forth in Paragraphs 3(b) (i) (ii), or (iv), below. In the event that the reasons for the termination of the Employee’s employment results from circumstances described in Paragraphs 3(b)(i), (ii) or (iv), below, the shares of the First Year Stock remaining in the possession of the Escrow Holder shall be deemed forfeited by the Employee and all such forfeited shares shall be returned by the Escrow Holder to the Company for cancellation and reclassification as treasury stock.

The Company shall grant to the Employee certain stock options as further described in the attached addendum to this Agreement.

Within seven (7) days of the date of this Employment Agreement, the Company shall issue to the Employee two million (2,000,000) shares of its restricted common stock (the “Incentive Stock”). The Incentive Stock shall vest at a rate such that 1/12th per month of the total number of shares of Incentive Stock shall be fully vested at the end of each calendar month, commencing as of the date of this Employment Agreement, until all the Incentive Stock shall be vested at the one-year anniversary date of this Employment Agreement. In the event that the Employee’s employment is terminated during the first year of the Employment Period for any of the reasons set forth in Paragraph 3(b)(i), (ii) or (iv), the shares of the Incentive Stock that have not yet fully vested shall be deemed forfeited and shall be immediately returned by the Employee to the Company for cancellation and reclassification as treasury stock.

After successful completion of the first ninety (90) days of the Employment Period, the Employee shall be entitled to two (2) weeks paid vacation during the first year of the Employment Period, three (3) weeks paid vacation during the second year of the Employment Period and four (4) weeks paid vacation during the third year of the Employment Period.

Employment Period.

The "Employment Period" hereunder shall be deemed to have commenced on August 1, 2004 and shall terminate three (3) years from the date thereof, which is July 31, 2007.

Notwithstanding paragraph 3(a), the Employment Period, and the Employee's employment hereunder, shall terminate on such earlier date on which any of the following events occurs:

the death of the Employee,

ii.

the resignation of the Employee,

iii.

the termination by the Board of the Employee's employment with the Company for disability (as hereinafter defined in (c)), or

iv.

the termination by the Board of the Employee's employment with the Company, upon fifteen (15) days' prior written notice to the Employee hereunder, for cause (as hereafter defined in (d).

The term “disability,” as used herein with respect to the termination of the Employee's employment with the Company, shall mean the Employee's inability to perform effectively the substantial portion of his duties hereunder because of physical or mental disability for a cumulative period of 180 days in any consecutive twelve month period during the Employment Period.

The term “cause,” as used herein with respect to the termination of the Employee's employment with the Company, shall mean any of the following: (i) willful and persistent failure or refusal to perform material, significant and appropriate obligations under this Agreement, with proper written notice having been given and time to make corrections; (ii) the conviction of the Employee for any felony; any other action of the Employee that is reported in the general or trade press or otherwise achieves a general notoriety, involving conduct that is illegal, immoral or scandalous, and that materially reduces the value of the Employee's services and significantly discredits the Employee and the Company's business.

In the event that the Employee’s employment and the Employment Period is terminated for any reason other than those described in (i), (ii) or (iv), above, then the Company shall pay to Employee, within five (5) days of such termination, either in cash and/or in the equivalent value securities of the Company, at the sole option of the Employee, an aggregate amount equivalent to that amount allowed as a deduction under Internal Revenue Code Section 280(g), i.e., three times (3x) the total average base amount of compensation (base salary plus guaranteed stock or cash bonuses) paid, or required to be paid, to the Employee during the five (5) years immediately prior to the date of the termination of employment.

The compensation provided for hereunder shall be exclusive of and in addition to any benefits which may become available to the Employee, and which shall become available to the Employee, when and as the same becomes available to other employees of the Company according to his and their respective positions under, and pursuant to the terms of, any stock option, pension plan, group life insurance plan, hospitalization plan, medical services plan, disability plan or any other employee benefit plan, program or policy provided by the Company during the Employment Period.

The Company agrees to reimburse the Employee for all reasonable travel, entertainment and other expenses which are incurred by the Employee during the Employment Period in connection with the performance of the Employee's duties hereunder, provided that the general scope of such expenses are approved by the Board in advance and such expenses are itemized and presented to the Company in writing in a form then prescribed by the Company in its general policies relating to reimbursement of employee business expenses. The Company agrees to pay the Employee and additional $500.00 (five hundred) per month (non-taxable to the Employee), in arrears, to compensate for miscellaneous expenses such as home office expenses, travel expenses, etc.

All notices and other communications hereunder shall be given in writing by hand delivery or by registered or certified mail, return receipt requested, postage prepaid, addressed to the party to receive the same at its respective address set forth below, or at such other address as may from time to time be designated by either party to the other hereunder in accordance with this Section:

If to the Employee:

Xxxxxx X. Xxx

0000 X. Xxxxxxxx Xxxxxx

Xxxxxx, XX 00000

If to the Company:

Epic Financial Corporation

0000 X. Xxxxxxx Xxxxxx

Xxxxx 000

Xxxxxx, XX 00000

All such notices and communications hereunder shall be effective and deemed given, if mailed, when delivered, as evidenced by the acknowledgment of receipt issued with respect thereto by the applicable postal authorities, and, if delivered by hand, when received, as evidenced by the signed acknowledgment of receipt of the person to whom such notice or communication shall have been addressed.

This Agreement constitutes the entire agreement of the parties hereto with respect to the Employee's employment by the Company and supersedes and terminates all prior agreements, arrangements and policies between the Employee and the Company, as well as all of it's majority owned subsidiaries, with respect to the subject matter hereof.

No failure by either party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder by either party preclude any other or future exercise of that right or any other right hereunder by that party.

In case any one or more of the provisions of this Agreement should be found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

10.

This Agreement, and the respective rights, duties and obligations of the parties hereunder, shall be governed by and construed in accordance with the laws of the State of California.

11.

The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by, the Company's successors and assigns. The rights and obligations of the Employee under this Agreement may only be assigned with the prior written consent of the Company.

12.

This Agreement may not be amended, terminated or superseded except by an agreement in writing, executed by the Company and the Employee.

13.

The Employee hereby acknowledges that, in connection with his review of the terms and conditions of this Agreement, including, without limitation, the undertakings, restrictions and waivers set forth herein, he has had the opportunity to consult with and be represented by his own counsel, who may advise him concerning the execution and delivery of this Agreement by him.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date first above written.

EPIC FINANCIAL CORPORATION

By: /s/ Xxxxxx X. Xxx

Xxxxxx X. Xxx, President

/s/ Xxxxxx X. Xxx

XXXXXX X. XXX

ADDENDUM TO EMPLOYMENT AGREEMENT

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT is made and entered into on September 8, 2004, by and between Epic Financial Corporation (“Company”), and Xxxxxx X. Xxx, an individual and officer of the Company (referred to herein as the “Optionee”), with reference to the following recitals of facts:

WHEREAS, the Company desires to grant the Optionee a stock option (“Option”) to purchase shares of common stock of the Company (the “Shares”) upon the terms and conditions hereinafter stated; and

NOW, THEREFORE, in consideration of the covenants herein set forth, the parties hereto agree as follows:

Shares; Price. The Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein stated, a total of two million (2,000,000) Shares for cash at the following prices:

500,000 at $0.25 per share

1,000,000 at $0.50 per share

500,000 at $1.00 per share

Term of Option. These Options shall vest one (1) year from the date hereof and shall expire, and all rights hereunder to purchase the Shares shall terminate three (3) years from the date hereof, unless earlier terminated pursuant to Paragraphs 5 and 6 hereof .

Exercise. This Option shall be exercised by delivery to the Company of (a) a written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the purchase price of the Shares covered by the notice. Upon any exercise of the Option, the Shares shall be issued shall be issued pursuant to an exemption from registration under the Securities Act of 1933 (the “1933 Act”) and from registration under any and applicable state securities laws. The certificates representing the Shares shall bear the restrictive legend set forth in Rule 144 of the Rules and Regulation of the 1933 Act and any appropriate legend required under applicable state securities laws.

Termination of Employment or Engagement. If Optionee shall cease to serve as an employee of the Company for any reason, whether voluntarily or involuntarily, other than by the conclusion of the term of Optionee's written employment agreement, then all remaining unvested Options shall immediately vest and the Optionee shall retain all rights set forth herein for the Options.

Recapitalization. The number of Shares covered by this Option, shall not be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares affected without receipt of consideration by the Company; provided however that the conversion of any convertible securities of the Company shall not be deemed having been “effected without receipt of consideration by the Company.” The exercise price of this Option shall not be adjusted upon such a subdivision or consolidation of the shares. The number of such Shares shall be increased/decreased on a pro rata basis in accordance with any stock split, provided, however, the amount of options shall not be reduced by more than 20% of the amount issued under this option and under no circumstances shall the exercise price of this option be adjusted.

Reorganization. In the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity, entity, or a sale of all or substantially all of the assets of the Company, all options granted herein shall immediately vest and be exercisable. Subject to any required action by the stockholders of the Company, if the Company shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain to and apply to the securities to which a holder of Shares equal to the Shares subject to this Option would have been entitled by reason of such merger or consolidation, and the vesting provisions of Section 3 shall continue to apply.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.