ARTICLE 1: EMPLOYMENT AND DUTIES

• 1.1 Term. Employee’s term of employment (“Employment

Term”) under this Agreement shall be two (2) years, commencing
on December 1, 2009, and shall continue for a period through and
including December 1, 2010, and shall expire after December 1,
2010, unless extended in writing by both the Company and
Employee or earlier terminated pursuant to the terms and
conditions set forth in this Agreement.
 
• 1.2 Position. During the term of employment under this
Agreement, Company shall employ Employee in the position of
Vice-President of Company.
 Duties
• 1.3 Duties. Employee shall perform all duties incident to the position
of Vice President, as well as any other duties as may from time to time
be assigned by the President of the Company or his or her designee,
and agrees to abide by all bylaws, policies, practices, procedures, or
rules of the Company. Employee may be reassigned or transferred to
another management position, as designated by the President of the
Company, which may or may not provide the same level of
responsibility as the initial assignment, in accordance with the terms
and conditions of this Agreement.

• 1.3 Duties. Employee shall perform all duties incident to the position
of Vice President and agrees to abide by all bylaws, policies, practices,
procedures, or rules of the Company.
• 1.4 Exclusive Services and Best Efforts. Employee agrees to devote his or her best
efforts, energies, and skill to the discharge of the duties and responsibilities attributable to
his or her position, and to this end will devote his or her full time and attention exclusively
to the business and affairs of the Company. Employee also agrees that he or she shall not
take personal advantage of any business opportunities that arise during employment that
may benefit the Company. All material facts regarding such opportunities must be
promptly reported to the President for consideration by the Company.

• 1.4 Exclusive Services and Best Efforts. Employee agrees to devote his or her best
efforts, energies, and skill to the discharge of the duties and responsibilities attributable to
his or her position, and to this end will devote the substantial portion of his or her entire
business time and attention exclusively to the business and affairs of the Company.
Employee may serve as a member of the Board of Directors of other organizations that do
not compete with the Company, and may participate in other professional, civic,
governmental organizations and activities that do not materially affect his ability to carry
out his duties under this Agreement.
 ARTICLE 2: COMPENSATION
 
• 2.1 Base Salary. During the Employment Term, the Company shall pay the Employee a
salary at the rate of $215,000 per annum, payable in equal installments at such payment
intervals as are the usual custom of the Company, but not less often than monthly.
 
• 2.2 Payment. Payment of all compensation to Employee under this Agreement shall be
made in accordance, with the relevant Company policies in effect from time to time,
including normal payroll practices, and shall be subject to all applicable employment and
withholding taxes.

• 2.3 Bonus. Employee shall be entitled to receive a bonus and/or other incentive
compensation in an amount to be determined by the Company; provided, however, that
the failure of the Company to award any such bonus and/or other incentive compensation
shall not give rise to any claim against the Company. The amount, if any, and timing of
such bonus shall be determined by the Company in its sole discretion.
• Disability. If, during the Employment Term, in the opinion of the Employer, Employee, because of physical or mental illness or
incapacity, shall become unable to perform substantially all of the duties and services required of him or her under this Agreement
for a period of sixty (60) days in the aggregate during any 12-month period, the Company may, upon at least ten (10) days’ prior
written notice given at any time after the expiration of such sixty (60) day period, notify Employee of its intention to terminate this
Agreement as of the date set forth in the notice. In case of such termination, Employee shall be entitled to receive salary, benefits,
and reimbursable expenses owing to Employee through the date of termination. The Company shall have no further obligation or
liability to Employee.

• Disability.
• a. If, during the Employment Term, in the opinionin the reasonable judgment of the Employer, Employee, because of physical or
mental illness or incapacity (“Disability”), shall become unable to perform substantially all of the duties and services required of him
or her under this Agreement for a period of hundred twentysixty (12060) days in the aggregate during any 12-month period, the
Company may, upon at least ten (10) days’ prior written notice given at any time after the expiration of such hundred twentysixty
(12060) day period, notify Employee of its intention to terminate this Agreement as of the date set forth in the notice.Any
determination by the Employer with respect to Employee’s Disability must be based on a determination of competent medical
authority or authorities, a copy of which determination must be delivered to the Employee at the time it is delivered to the
Employer. In event the Employee disagrees with the determination described in the previous sentence, Employee will have the right
to submit to the Employer a determination by competent medical authority or authorities of Employee’s own choosing to the effect
that the aforesaid determination is incorrect and that Employee is capable of performing Employee’s duties under this Agreement.
If, upon receipt of such determination, the Employer wishes to continue to seek to terminate this Agreement under the provisions
under the provisions of this section, the parties will submit the issue of Employee’s Disability to arbitration in accordance with the
provisions of this Agreement. 
• b. In case of such termination, Employee shall be entitled to receive salary, benefits, and reimbursable expenses owing to
Employee through the date of termination. The Company shall have no further obligation or liability to Employee.