Exhibit 6.5





Kevin Morris

935 South Stanley Avenue

Los Angeles, CA 90036


Re: Employment Agreement


Dear Kevin:


On behalf of Denim.LA, Inc. (the “Company”), I am pleased to offer you full time and salaried employment in the position of Chief Financial Officer & Chief Operating Officer, reporting to the Company’s Chief Executive Officer. This notice will serve as a transition for you from a contractor/1099 employee to a full time employee. This letter sets out the terms of your employment with the Company, which starts on February 1, 2016.


You will be paid a starting base salary of $4,583.33 semi-monthly (which equals $110,000 per year), less applicable tax and other withholdings. This position is an exempt position, which means you are paid for the job and not by the hour. Accordingly, you will not receive overtime pay if you work more than 8 hours in a workday or 40 hours in a workweek. You will receive two weeks (10 days) of paid vacation after 1 year of service, and 3 weeks (15 days) of paid vacation after 5 years of service, along with paid holidays, and 5 sick days per year.


If and when the Company institutes any fringe benefits plans applicable to its employees, you will also be eligible to participate in such plans in accordance with the Company’s benefit plan requirements. You will also be eligible to participate in any incentive compensation plan that may be established by the Company during your employment.


Your employment with the Company is “at will.” This means it is for no specified term and may be terminated by you or the Company at any time, with or without cause or advance notice. In addition, the Company reserves the right to modify your compensation, position, duties or reporting relationship to meet business needs and to decide on appropriate discipline.


As a condition of your employment, you will be required to sign the Company’s standard form of employee nondisclosure and assignment agreement (a copy of which is enclosed), and to provide the Company with documents establishing your identity and right to work in the United States. Those documents must be provided to the Company within three business days of your employment start date.


In the event of any dispute or claim relating to or arising out of your employment relationship with the Company, this agreement, or the termination of your employment with the Company for any reason (including, but not limited to, any claims of breach of contract, defamation, wrongful termination or age, sex, sexual orientation, race, color, national origin, ancestry, marital status, religious creed, physical or mental disability or medical condition or other discrimination, retaliation or harassment), you and the Company agree that all such disputes shall be fully resolved by confidential, binding arbitration conducted by a single arbitrator through the American Arbitration Association (“AAA”) under the AAA’s National Rules for the Resolution of Employment Disputes then in effect, which are available online at the AAA’s website at www.adr.org or by requesting a copy from the Company’s Chief Executive Officer. You and the Company hereby waive your respective rights to have any such disputes or claims tried before a judge or jury.








This agreement and the non-disclosure agreement referred to above constitute the entire agreement between you and the Company regarding the terms and conditions of your employment, and they supersede all prior or contemporaneous negotiations, representations or agreements between you and the Company. The provisions of this agreement regarding “at will” employment and arbitration may only be modified by a document signed by you and an authorized representative of the Company.


Laura, we look forward to working with you at the Company. Please sign and date this letter on the spaces provided below to acknowledge your acceptance of the terms of this agreement.


    Mark Lynn
    Chief Executive Officer


I agree to and accept employment with Denim.LA, Inc. on the terms and conditions set forth in this agreement. I understand and agree that my employment with the Company is at-will.


  Date:  January ___, 2016      
      Kevin Morris