EXHIBIT
      2


EMPLOYMENT
      AGREEMENT








THIS
      AGREEMENT is made on the FIRST day of MAY in the year TWO THOUSAND AND SIX
      BETWEEN:





PETER
      JAMES SMITH of Villa Elena, Calle 3, Altos Reales, Marbella 29600 Spain ('the
      Employee’) AND





TALLY-HO
      VENTURES, INC., a company incorporated under the laws of the State of Delaware,
      United States of America whose registered office is located in the State of
      Delaware and having its principal place of business and administrative office
      address at 115 Route D’ Arlon, L-8311 Capellen, Luxembourg (‘the Company'), AND





WITNESSETH:





WHEREAS,
      TALLY-HO VENTURES, INC. and its subsidiaries (together referred to as the
“Company”) are engaged in the business of providing investment advise to
      individuals and institutions; and





WHEREAS,
      the Company employs and desires to continue the employment of the Employee
      for
      the purpose of securing for the Company the experience, ability and services
      of
      the Employee; and





WHEREAS,
      the Company, its shareholders and management considers that the Employee has
      played a key role in establishment of a strong asset base and financial
      structure for the Company and continued employment of the Employee is a vital
      aspect for the successful operation of the Company; and





WHEREAS,
      the Employee desires to continue his present employment with the Company
      pursuant to the terms and conditions herein set forth, superseding all prior
      oral and written employment agreements and term sheets and letters between
      the
      Company, its subsidiaries and/or predecessors and Employee;





NOW,
      THEREFORE, it is mutually agreed by and between the parties hereto as
      follows:





I.  DEFINITIONS





I.
      (a) In this agreement the following terms shall mean:


I.
      (a) (1)
      Accrued Compensation means an amount which shall include all amounts earned
      or
      accrued through the Termination Date but not paid as of the Termination Date,
      including (i) Base Salary, (ii) reimbursement for business expenses incurred
      by
      the Employee on behalf of the Company, pursuant to the Company’s expense
      reimbursement policy in effect at such time, (iii) car allowance, (iv)
      discretionary time and vacation pay, and (v) bonuses and incentive compensation
      earned and awarded prior to the Termination Date;


I.
      (a) (2)
      Associated Company means a subsidiary company or a holding company of the
      Company;









I.
      (a) (3)
      Base Salary shall mean the greater of the Employee’s annual base compensation
      (i) at the rate in effect on the Termination Date or (ii) at the highest rate
      in
      effect at any time during the Ninety (90) day period prior to the Termination
      Date or a Change in Control, and shall include all amounts of his base
      compensation that are reported as income; provided however, Base Salary shall
      not include the bonus or any other payment contingent on performance. Base
      Salary shall be paid to the Employee in regular instalments on each of the
      Company’s regular pay dates for executives.


I
      (a) (4)
      The Board means the board of directors of the Company;


I
      (a) (5)
      Unless otherwise specifically defined, the word Director, for the purpose of
      this agreement, means an employee of the Company who is duly empowered by the
      Board of Directors or shareholders of the Company to represent the Company
      and
      includes a member of the Board of Directors of the Company;


I
      (a) (6)
      Disability shall mean a physical or mental infirmity which impairs the
      Employee’s ability to substantially perform his duties with the Company for a
      period of Ninety (90) consecutive days, and the Employee has not returned to
      his
      full time employment prior to the Termination Date as stated in the “Notice of
      Termination” (as defined below).


I
      (a) (7)
      Holiday Year means each calendar year from January to the following
      December;


I
      (a) (8)
      Incapacity means any injury, illness, or similar cause preventing the Employee
      from attending to his duties.


I
      (a) (9)
      Notice of Termination shall mean a written notice from the Company, or the
      Employee, of termination of the Employee’s employment which indicates the
      specific termination provision in this Agreement relied upon, if any, and which
      sets forth in reasonable detail the facts and circumstances claimed to provide
      a
      basis for termination of the Employee’s employment under the provision so
      indicated; A Notice of Termination served by the Company shall specify the
      effective date of termination.


I
      (a) (10)
      Termination Date shall mean (i) in the case of the Employee’s death, his date of
      death; (ii) in the case of termination of employment after the Expiration Date,
      the last day of employment; and (iii) in all other cases, the date specified
      in
      the Notice of Termination; provided, however, if the Employee’s employment is
      terminated by the Company for any reason except Cause, the date specified in
      the
      Notice of Termination shall be at least 90 days from the date the Notice of
      Termination is given to the Employee, and provided further that in the case
      of
      Disability, the Employee shall not have returned to the full-time performance
      of
      his duties during such period of at least 90 days.


I
      (b) The clause headings are inserted for convenience only and neither must
      they be taken into account nor do they affect the construction or the
      interpretation of the agreement.


I
      (c) Any
      reference to a statutory provision includes any modification or
      re-enactment.


I
      (d) This
      agreement is intended to be construed on the basis of the general laws of the
      State of Delaware, United States of America, wherever possible and any disputes
      that are not covered by the laws of State of Delaware shall be adjudicated
      as if
      such disputes were occurred in the State of Delaware.




II.
      TERM
      OF APPOINTMENT





II
      (a) It shall be deemed that the Employee has begun his employment on the
      January 1, 2006 and the employment shall continue for an initial term of 60
      months which shall be automatically renewed for another term of 60 months
      thereafter, unless either party gives to the other 90 days notice terminating
      the employment if not earlier terminated in accordance with the provisions
      of
      Clause IX.









II
      (b)  Any
      past
      period of employment prior to the date of commencement as per this agreement
      shall not be considered for calculating the initial term or subsequent term
      as
      per Clause II (a) or for any perquisites.





III.
      DUTIES





The
      Employee shall:


III
      (a) carry out the duties and use the powers given to him by the Board in
      his capacity as the positions held by him as per Clause III (b);


III
      (b) hold the positions of CHIEF EXECUTIVE OFFICER, DIRECTOR and PRESIDENT
      and shall have all the executive powers and responsibilities of a director
      as
      per the Bylaws of the Company and any other powers conferred and or inferred
      by
      the General Corporation Law of State of Delaware;


III
      (c)
 for all purposes be considered as an authorised signatory of the Company
      and the relationship between the parties herein shall be that of employer and
      employee and during the term of the employment as per this agreement the
      Employee shall be an Officer of the Company;


III
      (d) have overall control of the management of finance and accounts of the
      Company and any Associated Company;


III
      (e) work during the working hours and further hours as are reasonably
      required for the proper discharge of his duties without additional
      payment;


III
      (f) devote the whole of his time to the business of the Company and any
      Associated Company unless prevented by incapacity;


III
      (g) not be concerned or interested in any other business of a similar
      nature to or in competition with business of the Company and any Associated
      Company provided that the Employee is not precluded from holding or being
      otherwise interested in any shares or other securities of any company which
      are
      for the time being quoted on any recognised stock exchange;


III
      (h) promote and develop the business of the Company and any Associated
      Company and comply and conform with all reasonable requests and directions
      of
      the Board;


III
      (i) work anywhere in the world as the board may reasonably require of him
      to perform his duties towards the Company and any Associated Company provided
      that if the Company requires the Employee to work at a place that necessitates
      a
      move for the proper performance of the Employees duties and powers, the Company
      shall pay all reasonable removal expenses of the move;


III
      (j) travel to any places of business for matters associated with business
      of the Company and any Associated Company; all such travel shall be at the
      sole
      cost and expense of the Company; all lodging and food costs incurred by Employee
      while travelling and/or conducting business at the Company’s operational offices
      shall be paid by the Company;


III
      (k) accept any appointment as an officer of the Company and any Associated
      Company as the Board directs.


III
      (l)
      unless instructed otherwise, work between of 09:00 and 18:00 with 120 minutes
      interval in between at the office of the Company.





IV  COMPENSATION





IV
      (a) The Company shall pay the Employee an annual salary of Three Hundred
      Thousand US Dollars ($300,000.00) by equal monthly instalments in arrears on
      the
      last day of each month. The salary shall accrue on a daily basis.









IV
      (b) The Board shall review the Employee’s salary during the month of
      December of every year to revise the salary upwards subject to a minimum of
      10%
      increase per year.


IV
      (c) In addition the Company shall pay the Employee an annual bonus of 2.5%
      of net profits in respect of each of the Company’s financial year during which
      it employs the Employee as an officer of the Company and such bonus shall be
      paid to the Employee by fully paid up freely tradable shares of the Company
      each
      valued at the market price on the last day of the relevant financial year to
      which the bonus share belongs to.


IV
      (d) If the Employment as per this agreement continues for only part of the
      Company’s financial year, the bonus will be calculated on a pro rata basis.


IV
      (e) The
      net profit figure is to be calculated as the net profits of the Company and
      any
      Associated Company before the deduction of Income and Corporation Tax shown
      in
      the audited accounts adjusted by:


IV
      (e) (1)
      deducting an amount equivalent to the capital profits for the financial
      year;


IV
      (e) (2)
      adding the amount equivalent to the capital losses for the financial
      year;


IV
      (e) (3)
      adding the amount equivalent to the estimated bonus of the Employee calculated
      by the provisions of this clause in preparing the audited accounts;


IV
      (f) The Company’s auditors shall calculate the net profits and shall report
      in writing.


IV
      (g) The auditors shall act as experts and not as arbitrators.


IV
      (h) The decision of the auditors is binding on the Employee and the
      Company.


IV
      (i) The bonus shall be paid within 30 days after the date of the auditors
      report.


IV
      (j) The Company may deduct from the Employee’s salary or bonus any money
      that the Employee owes to the Company.


IV
      (k) The
      Employee shall sign a receipt for any amount received from the Company on
      account of salary, bonus or re-imbursement or compensation.


IV
      (l) Any
      tax or levy that becomes due on the income of the Employee shall be the sole
      responsibility of the Employee and any tax deducted at source shall be
      considered as payments made to the Employee.


IV
      (m) Any
      unpaid part of the salary, bonus or other form of compensation shall become
      due
      on the date it became accrued and shall be accounted as a liability to the
      Employee in the accounts of the Company.





V.  SICKNESS





V
      (a) If the Employee is absent from work due to incapacity, the Company
      shall continue to pay the Employee for a period of 6 weeks.


V
      (b) If the Employee receives any statutory sick pay or social security
      benefits while the company continues to pay him, he shall either pay or give
      credit for the money received.


V
      (c) If the Employee is absent from work due to an incapacity caused by the
      actionable negligence of another, the Employee shall notify the Board of the
      details. He shall include within any claim arising there-from the money that
      the
      Company has paid to him by reason of the absence and pay to the Company any
      money recovered that represents the money paid to him by the Company for the
      absence.





VI.  HOLIDAY
      ENTITLEMENT AND OTHER PERQUISITES





VI
      (a) The Employee may take in addition to the usual public and bank holidays
      6 weeks paid holiday in each holiday year.


VI
      (b) The Employee shall give four weeks notice before taking any holiday
      entitlement and shall not take more than three consecutive weeks.









VI
      (c) The Employee shall not take holiday at times when it conflicts with his
      duties under the Agreement.


VI
      (d) The Company shall not require that the Employee works on any bank or
      public holiday.


VI
      (e) Upon the termination of his employment, the Employee’s accrued holiday
      entitlement will be calculated on a pro rata basis in respect of each completed
      month of service of the holiday year in which the employment terminates and
      the
      appropriate amount shall be paid to the Employee provided that he has taken
      no
      more than his accrued entitlement. If the Employee has taken more than his
      accrued entitlement, the Company may make an appropriate deduction from the
      Employee’s final salary payment.


VI
      (f) The
      Company shall provide an automobile for the use of the Employee not to exceed
      a
      lease payment of $1,000 per month plus pay Employee such amount of cash as
      is
      necessary to enable the Employee to pay all taxes associated with such
      automobile allowance. The Company shall reimburse Employee, upon presentation
      of
      appropriate vouchers, for all reasonable business expenses incurred by Employee
      on behalf of the Company upon presentation of suitable documentation. Upon
      termination of employment as per this agreement the Employee shall become the
      owner of the vehicle and shall become liable to pay the leases and taxes. In
      the
      event of the Employee opts to obtain an automobile with a higher lease payment
      than approves as per this Clause payment by the Company over and above $1000
      shall be deducted from the remuneration of the Employee.





VII.  CONFIDENTIALITY





VII
      (a) The Employee shall not, at any time during or after the termination of
      his employment hereunder, except when acting on behalf of and with the
      authorization of the Company, make use of or disclose to any person,
      corporation, or other entity, for any purpose whatsoever, any trade secret
      or
      other confidential information concerning the Company’s business, finances,
      marketing, computerized payroll, accounting and information business, personnel
      and/or employee leasing business of the Company and its subsidiaries, including
      information relating to any customer of the Company or pool of temporary
      employees, or any other nonpublic business information of the Company and/or
      its
      subsidiaries learned as a consequence of Employee’s employment with the Company
      (collectively referred to as the “Proprietary Information”). For the purposes of
      this Agreement, trade secrets and confidential information shall mean
      information disclosed to the Employee or known by him as a consequence of his
      employment by the Company, whether or not pursuant to this Agreement, and not
      generally known in the industry. The Employee acknowledges that trade secrets
      and other items of confidential information, as they may exist from time to
      time, are valuable and unique assets of the Company, and that disclosure of
      any
      such information would cause substantial injury to the Company. Trade secrets
      and confidential information shall cease to be trade secrets or confidential
      information, as applicable, at such time as such information becomes public
      other than through disclosure, directly or indirectly, by Employee in violation
      of this Agreement.


VII
      (b) If the board makes a request and in any event upon the termination of
      the Agreement, the Employee shall surrender to the Company all notes and
      memoranda together with any copies thereof that are in his possession and relate
      to the business of the Company and any Associated Company or any suppliers,
      agents, distributors, or customers acquired, received or made by the Employee
      at
      any time during the course of his employment.


VII
      (c)  The Employee shall not without the prior written consent of the Board
      either directly or indirectly:


VII
      (c)
      (1) publish any opinion, fact or material;


VII
      (c)
      (2) deliver any lecture or address;


VII
      (c)
      (3) participate in the making of any film, radio, broadcast, or television
      transmission;


VII
      (c)
      (4) communicate with any journalist or other representative of the media in
      relation to the business or affairs of the Company and any Associated
      Company.









VIII.
      INTELLECTUAL PROPERTY





The
      Employee shall:


VIII
      (a)
      promptly disclose to the Company all copyright works, designs or patented works
      originated, conceived, written or made by him or in which he has participated
      with others when completed or in a marketable form;


VIII
      (b)
      shall hold all copyrights and patents (for purposes of this agreement, patent
      applications shall be included in the term patent or patents) in trust for
      the
      Company until such rights shall be fully and absolutely vested in the Company;


VIII
      (c)
      assigns to the Company by way of future assignment all design rights,
      copyrights, patents and other intellectual property rights (if any) for their
      full terms throughout the world in respect of all copyright works, designs
      or
      patentable works originated, written or made by the Employee;


VIII
      (d)
      unconditionally and irrevocably waives in favour of the Company any and all
      moral rights conferred on him by and copyright, designs and patent law for
      any
      work in which copyright, patent or design right is vested in the Company;


VIII
      (e)
      at the request and cost of the Company, do any and all things necessary or
      desirable to substantiate the rights of the Company under this clause and in
      the
      event of his failure to do any such thing within seven days of the request
      the
      Employee hereby irrevocably authorises the Company to appoint some person in
      his
      name and on his behalf to execute any document and do all things necessary
      to
      give effect to the provisions in this clause provided that nothing will not
      apply to those works originated, conceived, written or made by him wholly
      outside his normal working hours and which are wholly unconnected with his
      obligations under the Agreement.





IX.  TERMINATION
      OF EMPLOYMENT





IX
      (a) If the Employee:


IX
      (a) (1)
      is guilty of any gross default or misconduct in connection with or affecting
      the
      business of the Company and any Associated Company except any relative
      inefficiency, from the past performance, lasting for more than 120
      days;


IX
      (a) (2)
      commits a serious breach or repeatedly breaches the terms of the Agreement
      which
      is not a mistake;


IX
      (a) (3)
      is declared bankrupt or makes an arrangement or composition with his creditors
      or has an interim order made against him by any courts in the United States
      of
      America;


IX
      (a) (4)
      is convicted of any arrestable criminal offence (other than an offence under
      any
      road traffic legislation for which a fine or other non-custodial sentence was
      passed);


IX
      (a) (5)
      is disqualified from holding the office of Employee due to any mental
      illness;


IX
      (a) (6)
      is convicted of an offence under the Securities Act 1933 or the Securities
      Exchange Act of 1934, as either may be amended or under any other present or
      future statutory enactment or regulations relating thereto;


IX
      (a) (7)
      resigns as a director of the Company and any Associated Company other than
      at
      the request of the Board;


the
      Company may terminate the employment of the Employee without notice or payment
      in lieu of notice.


IX
      (b)
      Upon the termination of the employment however it may occur the Employee
      shall:









IX
      (b) (1)
      resign from all the offices held by the Employee on the basis of this Agreement
      and, in the event of his failure to so do, shall be deemed to have authorised
      the Company to appoint a person in his name and on his behalf to sign and
      deliver his resignation to the Company and any Associated Company of which
      he is
      a director or an officer; and


IX
      (b) (2)
      cease to represent or hold himself out as a director of the Company and any
      Associated Company or otherwise still connected with them.


IX
      (c) If the Company gives the Employee notice terminating the employment at
      any time during the initial term for a reason other than those specified in
      Clause IX (a), the Employee shall be entitled for a consolidated compensation
      in
      cash of 200% of the full remuneration for the rest of the initial term except
      any perquisites, allowances and future bonuses that he might have been eligible
      if his services were not terminated together with immediate eligibility to
      exercise the share options as per Clause XII (b) at the face value of such
      shares opted, and such compensation in cash and with the shares based on
      exercise of options shall be the full and final settlement of the compensation
      for loss of employment, loss of future bonuses and any other losses of
      whatsoever nature due to termination of employment.


IX
      (d) If
      the Company terminates the services of the employee after the initial term
      but
      before the second term as per Clause II (a) by giving notice for non-renewal
      of
      the contract of employment which is otherwise automatically renewable for a
      term
      of 24 months, the Employee shall be eligible for a consolidated compensation
      of
      one full year’s salary as on the day of the termination and the Employee shall
      continue to be eligible for the 2.5% bonus as if he was continued in the
      employment for the full renewed term.


IX
      (e) In
      the event of the Employee terminates the employment, he shall not be eligible
      for any compensation and shall not be eligible for any future bonuses; but
      shall
      not be liable to indemnify the Company for any losses caused due to his
      departure, unless the Employee otherwise becomes liable on the basis of
      violation of any other clauses contained herein. However, if the Employee
      terminates the employment due to the Change in Control or is due to the fact
      that any powers vested in him has been removed, such termination shall be
      considered as termination under Clause IX (c) and shall be eligible to receive
      all benefits as per that Clause.


IX
      (f) Any
      outstanding liabilities as per Clause IV (l) together with any compensation
      payable as per this Clause shall be paid with immediate effect upon termination
      of the employment by either party and any unpaid amount shall carry interest
      at
      the rate of 5% per annum.


IX
      (g)
      Either party is at liberty to set off any liabilities outstanding between them
      from the amounts that become outstanding as payable to the other party during
      or
      after the term of this agreement.


IX
      (h) In
      the event of violation by the Employee of any conditions contained herein,
      specifically as per Clauses VII and VIII or generally as per any other clauses,
      any amount outstanding as payable to the Employee shall be forfeited as
      consolidated damages and the Employee shall not have any claims of whatsoever
      nature against the Company.





X.
      RESTRUCTURING





X
      (a) The
      Company’s Board of Directors has determined that it is appropriate to reinforce
      and encourage the continued attention and dedication of members of the Company’s
      management, including the Employee, to their assigned duties without distraction
      in potentially disturbing circumstances arising from the possibility of a Change
      in Control of the Company.





X
      (b)
      Changes in Control mean any of the following events:










X
      (b) (1)
      An acquisition, other than directly from the Company, of any voting securities
      of the Company, by any person immediately after which such person has beneficial
      ownership, within the meaning of Rule 13d-3 promulgated under the 1934 Act,
      of
      twenty percent (20%) or more of the combined voting power of the Company’s then
      outstanding voting securities; provided, however, that in determining whether
      a
      Change in Control has occurred, Voting Securities which are acquired in a
      non-control acquisition shall not constitute an acquisition which would cause
      a
      Change in Control. A non-control acquisition shall mean an acquisition by (i)
      an
      employee benefit plan (or a trust forming a part thereof) maintained by (a)
      the
      Company or (b) any corporation or other person of which a majority of its voting
      power or its equity securities or equity interest is owned directly or
      indirectly by the Company or Associated Company.





X
      (b) (2)
      Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
      solely because a person gained beneficial ownership of more than the permitted
      amount of the outstanding voting securities as a result of the acquisition
      of
      voting securities by the Company which, by reducing the number of voting
      securities outstanding, increases the proportional number of shares beneficially
      owned by the person, provided that if a Change in Control would occur (but
      for
      the operation of this sentence) as a result of the acquisition of voting
      securities by the Company, and after such share acquisition by the Company,
      the
      person becomes the beneficial owner of any additional voting securities which
      increases the percentage of the then outstanding voting securities beneficially
      owned by the person, then a Change in Control shall occur.




X
      (b) (3)
      The individuals who, as of the date this Agreement is approved by the Board,
      are
      members of the Board (the “Incumbent Board”), cease for any reason to constitute
      at least two-thirds of the Board; provided, however, that if the election,
      or
      nomination for election by the Company’s stockholders, of any new director was
      approved by a vote of at least two-thirds of the Incumbent Board, such new
      director shall, for purposes of this Agreement, be considered and defined as
      a
      member of the Incumbent Board; and provided, further, that no individual shall
      be considered a member of the Incumbent Board if such individual initially
      assumed office as a result of either an actual or threatened Election Contest,
      as described in Rule 14a-11 promulgated under the 1934 Act or other actual
      or
      threatened solicitation of proxies or consents by or on behalf of a person
      other
      than the Board, including by reason of any agreement intended to avoid or settle
      any Election Contest or Proxy Contest; or




X
      (b) (4)
      Approval by stockholders of the Company of:




X
      (b) (4)
      (i) A merger, consolidation or reorganization involving the Company, unless:
      (a)
      the stockholders of the Company, immediately before such merger, consolidation
      or reorganization, own, directly or indirectly immediately following such
      merger, consolidation or reorganization, at least sixty percent (60%) of the
      combined voting power of the outstanding voting securities of the corporation
      resulting from such merger or consolidation or reorganization (the “Surviving
      Corporation”) in substantially the same proportion as their ownership of the
      voting securities immediately before such merger, consolidation or
      reorganization, (b) the individuals who were members of the Incumbent Board
      immediately prior to the execution of the agreement providing for such merger,
      consolidation or reorganization constitute at least two-thirds of the members
      of
      the board of directors of the Surviving Corporation, and (c) no person other
      than the Company, any Subsidiary, any employee benefit plan or any trust forming
      a part thereof maintained by the Company, the Surviving Corporation or any
      Subsidiary becomes beneficial owner of twenty percent (20%) or more of the
      combined voting power of the Surviving Corporation’s then outstanding voting
      securities as a result of such merger, consolidation or reorganization, a
      transaction described in clauses (a) through (c) shall herein be referred to
      as
      a “Non-Control Transaction”; or









X
      (b) (4)
      (ii) An agreement for the sale or other disposition of all or substantially
      all
      of the assets of the Company, to any Person, other than a transfer to a
      Subsidiary, in one transaction or a series of related transactions; or




X
      (b) (4)
      (iii) The stockholders of the Company approve any plan or proposal for the
      liquidation or dissolution of the Company.




X
      (c)
      Notwithstanding anything contained in this Agreement to the contrary, if the
      Employee’s employment is terminated prior to a Change in Control and the
      Employee reasonably demonstrates that such termination (i) was at the request
      of
      a third party who has indicated an intention or taken steps reasonably
      calculated to effect a Change in Control or (ii) otherwise occurred in
      connection with, or in anticipation of, a Change in Control, then for all
      purposes of this Agreement, the date of a Change in Control with respect to
      the
      Employee shall mean the date immediately prior to the date of such termination
      of the Employee’s employment.




X
      (d) In
      the event that within ninety (90) days of a Change of Control as described
      in
      Clause X (b), (1) Employee is terminated, or (2) Employees status, title,
      position or responsibilities are materially reduced, the Company shall pay
      and/or provide to the Employee the consolidated compensation as per Clause
      IX
      (c), any accumulated compensation or liabilities outstanding as payable to
      the
      Employee and issue to the Employee freely tradable shares at the rate of $0.001
      being face value of the shares subject to the condition that after issuing
      such
      shares, the total shareholding of the employee shall not exceed Five percent
      of
      the total number of the issued shares of the Company.




X
      (e) The
      Company shall not either through the Board of Directors or by a resolution
      of
      the shareholders materially alter any of the provisions of this agreement
      without the written consent of the Employee and any such alteration shall be
      considered as termination of the employment as per Clause IX (c) or IX (d)
      and
      the Employee shall become eligible for the compensations as per the said
      clauses.





XI.
      ARBITRATION AND INDEMNIFICATION





XI
      (a) Any
      dispute arising out of the interpretation, application, and/or performance
      of
      this Agreement with the sole exception of any claim, breach, or violation
      arising under Clauses VII and VIII hereof shall be settled through final and
      binding arbitration before a single arbitrator who is approved and licensed
      in
      accordance with the Rules of the American Arbitration Association. The
      arbitrator shall be selected by the Association and shall be an attorney-at-law
      experienced in the field of corporate law. Any judgment upon any arbitration
      award may be entered in any court, federal or state, having competent
      jurisdiction of the parties.





XI
      (b) The
      Company hereby agrees to indemnify, defend, and hold harmless the Employee
      for
      any and all claims arising from or related to his employment by the Company
      at
      any time asserted, at any place asserted, to the fullest extent permitted by
      law
      during the term of Employee’s employment with the Company and for a period of
      six (6) years after the date of termination of employment for any reason. The
      provisions of this Section XI (b) are in addition to and not in lieu of any
      indemnification, defence or other benefit to which Employee may be entitled
      by
      statute, regulation and common law or otherwise.










XII.
      STOCK
      OPTIONS





XII.
      As an
      inducement to Employee to enter into this Agreement the Company hereby grants
      as
      of May 1, 2006, to Employee options to purchase shares of the Company’s Common
      Stock of $.001 par value, as follows:





XII
      (a)
      The Company declares that the Employee is hereby granted options to purchase
      400,000 shares of the Company’s Common Stock as if such options were issued as
      of December 31, 2005 and an option to purchase additional 50,000 share options
      for every completed year during the term of the employment. Any options not
      exercised shall be accumulated until the end of the term and shall be available
      for exercise until the completion of 365 days from the last date of the term
      of
      this agreement and shall be lapsed on the following day.





XII
      (b)
      The exercise price of the option shall be the lowest price per share quoted
      in a
      recognized stock exchange during the calendar year immediately preceding the
      date of qualifying for the options. However, if this employment agreement is
      terminated as per Clause IX (c) or IX (d) or a change of management control
      occurred as per Clause X, the Employee shall be eligible to acquire all shares
      accumulated as per share options under Clause XII (a) at the face value of
      $0.001 per share subject to the restriction under Clause X (d) about the total
      shareholding by the employee upon issuance of such shares.





XII
      (c)
      The shares purchased by exercising options as of December 31, 2006 shall remain
      restricted from trading under Section 144 of the Securities Act 1933. The
      Options provided for herein are not transferable by Employee and shall be
      exercised only by Employee, or by his legal representative or executor. However,
      if this employment agreement is terminated as per Clause IX (c) or IX (d) or
      a
      change of management control occurred as per Clause X, all restrictions as
      per
      this clause shall become invalid and the shares acquired as per Clause XII
      (b)
      shall become freely tradable with immediate effect.





XIII.
      NOTICES





XIII.  All
      notices under this Agreement shall be given in writing. Notices to the Company
      shall be sent to the address at which the principal place of business of the
      Company is located by registered post with acknowledgement due. Unless delivered
      to the Employee personally all notices to the Employee shall be addressed to
      the
      Employee’s last known address by registered post with acknowledgment due. It
      shall be the responsibility of the Employee to notify the Company when he moves
      away from an address provided to the Company as the address for
      communication.





XIV.  MISCELLANEOUS





XIV
      (a)
      This Agreement contains the entire understanding between the parties and
      supersedes all previous agreements and arrangements (if any) relating to the
      employment of the Employee by the Company (which is deemed to have been
      terminated by mutual consent).


XIV
      (b) In
      the event of any clauses herein, becoming illegal or inoperative due to the
      existence of any statutory provisions contrary to such clause, the agreement
      shall be interpreted as though such clause is not in the agreement and the
      balance of the agreement shall remain enforceable.









XIV
      (c)
      This agreement may not be modified, amended or waived without written consent
      of
      both parties hereto.


XIV
      (d) If
      any legal action is necessary to enforce the terms of this agreement, the
      prevailing party shall be entitled to reimbursement of reasonable attorney’s
      fees, costs and expenses.





This
      agreement contains 12 pages and is executed in duplicate with one original
      signed copy to each party.





Both
      the
      parties have signed on all the 12 pages.





IN
      WITNESS
      WHEREOF the Employee and Company's signatory on behalf of the Company have
      signed on the date mentioned above.











Signed
      by
      PETER JAMES
      SMITH      _______________________________










Signed
      by
      JOSE MATHEW MELETH


SENOIR
      VICE PRESIDENT


On
      behalf
      of the
      Company            
    _______________________________