Honeycutt employment agreement


    EMPLOYMENT
      AGREEMENT

     

    Ken
      Honeycutt

     

    THIS
      EMPLOYMENT AGREEMENT
      (this
“Agreement”) is made as of ___________,
      2007,
      by and
      between Lighting Science Group Corporation, a Delaware corporation (the
“Company”), and Ken Honeycutt, an individual, resident of Atlanta, Georgia
      (“Executive”).

     

    RECITALS

     

    A. The
      Company wishes to employ Executive and Executive wishes to be employed by the
      Company as its President and Chief Operating Officer, on the terms and
      conditions set forth herein.

     

    B. Executive’s
      position with the Company is pivotal to its integrity and success, and
      accordingly entails senior and confidential responsibilities. In the course
      of
      his employment by the Company, Executive will acquire or has acquired intimate
      information about the Company’s products, services, customers, suppliers,
      specific manner of doing business, including the processes, techniques and
      trade
      secrets utilized by the Company, and future plans with respect thereto, all
      of
      which have been and will be established and maintained at great expense to
      the
      Company.

     

    C. The
      Company and Executive desire to set forth in writing the terms and conditions
      of
      their agreement and understandings with respect to the employment of
      Executive.

     

    AGREEMENT

     

    IN
      CONSIDERATION OF the
      mutual premises herein set forth, and for other good and valuable consideration,
      receipt and sufficiency of which are hereby acknowledged, the parties have
      agreed as follows:

     

    1.  Employment.
      The
      Company hereby employs Executive and Executive hereby agrees to be employed
      by
      the Company, subject to the direction of its Board of Directors, on the terms
      and conditions set forth herein. This Agreement replaces all prior agreements
      between Executive and the Company, all of which are deemed
      cancelled.

     

    2.  Term.
      The
      term
      of this Agreement shall commence on June 4, 2007 when Executive became an
      employee of the Company and shall continue until the third anniversary thereof,
      subject to prior termination in accordance with the terms hereof
      (“Employment
      Period”).
      If not
      extended, all provisions of this Agreement shall terminate, except for those
      duties of confidentiality and protection of proprietary information at the
      expiration of the Employment Period, all of which shall be binding upon
      Executive in accordance with their terms.

     

    3.  Duties.
      Executive
      shall serve as the President and Chief Operating Officer (“COO”) for the Company
      and perform the duties and responsibilities that a president and chief operating
      officer of a company typically performs and that are determined from time to
      time by the Board of Directors of the Company (collectively, the “Services”). In
      performing the Services, Executive shall (a) comply with the policies of the
      Company in effect from time to time, (b) be subject to the direction of the
      Board of Directors of the Company and (c) not perform any act or omit to perform
      any act which would discredit the reputation and goodwill of the Company. The
      Board of Directors will nominate Executive as a director at each annual
      stockholders’ meeting so long as he continues to serve as COO. The Board of
      Directors will appoint Executive to fill a current vacancy on the Board of
      Directors, and Executive shall serve as a director in such capacity until the
      next annual stockholders’ meeting. Executive will report directly to the Board
      of Directors and to the Company’s Chief Executive Officer. If Executive is
      elected or appointed to serve in any additional capacities during the term
      of
      this Agreement, he will serve in such capacities with such further compensation
      as the Company and Executive shall agree.

     

    4.  Place
      of Work; Office Facilities.
      Executive shall perform Services under this Agreement at appropriate locations
      in Atlanta, Georgia, Dallas, Texas and Satellite Beach, Florida. The Company
      shall either provide Executive at the Company’s expense, or reimburse Executive
      for his own expenditures to secure, clerical and technical support consistent
      with Executive’s title and position, including, but not limited to, remote
      access to the Company’s network computer system, telephone, phone lines for such
      telephone, internet, utilities, telecopier, postage equipment and computer.
      Executive acknowledges and understands that considerable travel will be required
      on the Company’s behalf, including travel to the Company’s other offices and to
      customer offices.

     

    5.  Dedication.
      Executive will devote his best efforts and substantially his entire working
      time, attention and energies to the performance of the Services. Executive
      shall
      not, directly or indirectly, alone or as an officer, director, owner, employee
      or agent of any other entity be actively engaged in any other duties or pursuits
      which interfere with the performance of the Services or which may be contrary
      to
      the best interests of the Company. Executive may not serve as a director,
      officer, employee or agent of any other for-profit company or organization
      except with prior notice to the Company and upon the approval of its Board
      of
      Directors, which approval the Board of Directors will not unreasonably withhold.
      This Agreement shall not inhibit Executive from being a passive investor in
      a
      publicly-traded company in which he owns less than five percent (5%) of the
      outstanding common stock. 

     

    6.  Compensation.
      As
      compensation for the Services, the Company shall pay Executive a base salary
      at
      the annual rate of Two Hundred and Fifty Thousand and no/100s dollars
      ($250,000.00), payable within each year at the Company’s regularly scheduled
      payroll periods. The Company may also pay the Executive bonuses at such times
      and in such amounts as the Board of Directors shall determine.

     

    7.  Vacation.
      During
      each calendar year of this Agreement, Executive shall be entitled to vacation
      of
      four (4) weeks per calendar year, during which his base salary and benefits
      hereunder shall be paid in full. Such vacation shall be taken at times
      consistent with the effective discharge of Executive’s duties and the reasonable
      business needs of the Company, and in accordance with the Company’s policy then
      in effect. Vacation time not taken during any calendar year shall
      lapse.

     

    8.  Other
      Benefits.
      So that
      Executive is able to perform the services under this Agreement, the Company
      shall either provide Executive with reasonable living accommodations in or
      near
      Satellite Beach, Florida, or reimburse Executive for his own expenditures
      (including but not limited to lease or mortgage payments and maintenance and
      upkeep on a personal residence) to maintain reasonable living accommodations
      in
      or near Satellite Beach, Florida, and shall also pay Executive a reasonable,
      monthly automobile allowance. Executive shall be entitled to participate in
      all
      employee benefit plans and programs the Company maintains for other officers
      of
      the Company on terms reasonably similar to those granted to such officers.
      The
      Company may grant to Executive such other benefits as may from time to time
      be
      determined by the Company.

     

    9.  Equity
      Grants.
      On
      the
      date first written above, the Company shall award Executive 5,000,000 shares
      of
      restricted common stock of the Company, par value $0.01 per share, (“Restricted
      Stock”), which shall be subject to the terms and conditions specified in the
      applicable award agreement. The award agreement shall include, without
      limitation, the following terms and conditions: (a) vesting
      of 25% each calendar year, beginning on the date of grant of such Restricted
      Stock (subject to early termination or forfeiture in accordance with the award
      agreement); (b) all of the Restricted Stock will vest upon a Change in Control
      of the Company (as defined in the applicable award agreement); and (c) in
      the event Executive’s employment hereunder is terminated as a result of the
      Executive’s violation of Section 12 or 13 below or Executive violates any of the
      provisions of Section 12 or 13 within the 12 month period immediately following
      his termination of employment with the Company, (i) immediate forfeiture by
      Executive of the unvested Restricted Stock, (ii) the Company shall have the
      right to repurchase any vested shares held by Executive for an amount equal
      to
      the fair market value of such shares on the date of the Company’s repurchase,
      and (iii) immediate payment by Executive to the Company of any gain that
      Executive realized on the sale of any shares of Restricted Stock that were
      sold
      by Executive within the 180-day period preceding or the 12 month period
      following the date of such violation.

     

    10.  Reimbursement
      of Expenses.
      The
      Company shall reimburse Executive for reasonable and necessary out-of-pocket
      expenses incurred by him on behalf of the Company in accord with its then
      current policies and procedures, after presentation of receipts and/or vouchers
      evidencing those expenditures.

     

    11.  Termination
      of Employment; Effect of Termination.
      Executive’s
      employment hereunder (and the Employment Period), along with any and all other
      rights of Executive under this Agreement or otherwise as an employee of the
      Company may be terminated as follows:

     

    (a)  Death.
      Executive’s employment hereunder (and the Employment Period) shall terminate
      upon his death. In such event, the Company shall pay the surviving spouse,
      or if
      there is none, the designated beneficiary of the Executive, his base salary
      that
      would otherwise be payable to the Executive through the end of the month in
      which the Executive’s death occurs.

     

    (b)  Disability.
      The
      Company may terminate Executive’s employment hereunder and the Employment Period
      upon a determination of Disability of Executive. The Company may deem Executive
      to be subject to a “Disability” if for any reason he is unable to perform all or
      part of his duties assigned pursuant to this Agreement for a consecutive period
      of 60 days, or for a cumulative period of 90 days within any twelve month
      period. Determination of Disability shall be made by the Company, based on
      expert medical advice. Executive shall cooperatively submit to whatever
      examinations are requested, and supply medical history and other related medical
      information therefor. Executive hereby authorizes the disclosure and release
      to
      the Company of the results of such examinations and medical history and other
      information.

     

    (c)  Termination
      For “Cause”.The
      Company may terminate Executive’s employment hereunder and the Employment Period
      for Cause. For purposes of this Agreement, the phrase "for Cause" shall mean
      the
      following: (i) Executive’s material breach of any provision of this Agreement;
      (ii) the appropriation (or attempted appropriation) of a material business
      opportunity of the Company, including attempting to secure or securing any
      personal profit in connection with any transaction entered into on behalf of
      the
      Company; (iii) the misappropriation (or attempted misappropriation) of any
      of
      the Company's funds or property; and (iv) the conviction for, or the entering
      of
      a guilty plea or plea of no contest with respect to, a felony or any other
      crime
      with respect to which imprisonment is a highly likely punishment.

     

    (d)  Termination
      For Other Reasons.
      The
      Company may terminate Executive’s employment hereunder and the Employment Period
      in its sole discretion at any time without Cause. In the event of termination
      without Cause (i) Executive shall be given thirty (30) days prior notice
      thereof; (ii) the base salary payable to Executive shall be continued for the
      balance of the Employment Period, and Executive shall be fully vested in his
      Restricted Stock on the date of his termination of employment without
      Cause.

     

    (e)  Termination
      for Good Reason.
      The
      Executive may terminate his employment under this Agreement for Good Reason
      (as
      defined below), by sending written notice of termination to the Company, which
      notice shall specify a date within 30 days after the date of such notice as
      to
      the effective date of such termination. From the date of such notice through
      the
      termination date, the Executive shall continue to perform the normal duties
      of
      his employment hereunder and shall be entitled to receive, when due, during
      the
      balance of the Employment Period his base salary. Executive shall be fully
      vested in his Restricted Stock on the date of his termination of employment
      for
      Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the
      following events: (i) the Company relocates its Atlanta, Georgia and Satellite
      Beach, Florida-based businesses to areas outside the immediate vicinities of
      Atlanta and Satellite Beach, respectively, (ii) the Executive is assigned any
      duties substantially inconsistent with his responsibilities as described in
      Section 3 above or a substantial adverse change is made to the nature or status
      of his responsibilities (which shall be deemed to include the removal from
      or
      failure to elect or re-elect Executive to the Board of Directors of the Company)
      unless Executive consents in writing to any such substantial adverse change,
      (iii) the Company reduces Executive’s base salary as in effect on the date
      hereof or as the same may be increased from time to time, (iv) the Company
      fails, without Executive's consent, to pay the Executive any portion of his
      base
      salary or benefits, within seven (7) days of the date such base salary or
      benefits are due, (v) the Company fails to continue to provide Executive with
      benefits the same as or better than those Executive enjoyed under any of the
      Company's benefit or compensation plans in which Executive was participating,
      (vi) the Company takes any action that would directly or indirectly deprive
      or
      reduce Executive of any material benefits or compensation he enjoys, or (vii)
      the Company and its affiliates liquidate or dissolve or a majority of their
      assets or stocks are sold before the end of the Employment Period.

     

    (f)  Return
      of the Company Property.
      All
      records, designs, patents, business plans, financial statements, manuals,
      memoranda, lists and other property delivered to or compiled by or on behalf of
      the Company or its representatives which pertain to the business of the Company
      shall be and remain the property of the Company and be subject at all times
      to
      its control. Likewise, all of the foregoing items and all correspondence,
      reports, records, charts, advertising materials and other similar data
      pertaining to the business, activities or future plans of the Company that
      is
      collected by Executive shall be delivered by Executive promptly to the Company
      without request upon termination of employment.

     

    (g)  Indemnification.
      The
      Company shall (i) provide to the Executive indemnification against all expenses,
      fines, judgments and amounts paid in settlement of any completed, pending or
      threatened action, proceeding or suit, whether administrative, civil, criminal
      or investigative (including an action by or in the right of the Company or
      any
      of its affiliates or any of their predecessors or successors) by reason of
      Executive being or having been a director, employee or officer of the Company
      or
      any affiliate, (ii) advance expenses (including attorneys' fees) that Executive
      incurs in defending any such administrative, civil, criminal or investigative
      action, proceeding or suit, and (iii) maintain directors' and officers'
      liability insurance coverage (including coverage for securities- related claims)
      upon substantially the conditions and terms as Executive deems appropriate
      and
      reasonable. Notwithstanding the foregoing, the Company shall not be required
      to
      provide any such indemnity, and the Executive shall be required to reimburse
      the
      Company for any expenses that the Company advances, if (A) applicable law
      prohibits such indemnification, or (B) the Executive did not act in good faith
      and in a manner that Executive believed to be in, or not opposed to, the best
      interests of the Company and its affiliates, and with respect to any criminal
      proceedings did not have reasonable cause to believe such conduct to be lawful,
      and the Executive's conduct constituted gross negligence or willful misconduct.
      The termination of any action, proceeding or suit by conviction, judgment,
      order, plea of nolo contendre
      or
      settlement shall not, of itself, create a presumption that Executive acted
      in a
      manner described in the preceding sentence. The provisions of the Agreement
      shall not replace and shall be a supplement to any other provisions in any
      other
      document or policy under which the Company has agreed to indemnify Executive.
      The provision of this Section 11(e) shall survive indefinitely the term of
      this
      Agreement and Executive's employment hereunder with respect to acts and events
      occurring prior to and through the date of termination of Executive's
      employment.

     

    12.  Nondisclosure;
      Nonremoval.

     

    (a)  Disclosure
      of Information.
      Upon
      execution of this Agreement and during the Employment Period, the Company shall
      give Executive Confidential Information (hereafter defined) which Executive
      has
      not had access to or knowledge of before the execution of this Agreement.
      Executive agrees that during the term of this Agreement and thereafter, without
      the prior written consent of the Company, Executive shall not, directly or
      indirectly, except as may be in furtherance of the Company’s business and with
      the Company’s consent, reveal, divulge, disclose or communicate to any person,
      firm, association, corporation or other entity in any manner whatsoever
      Confidential Information. “Confidential Information” includes but is not limited
      to (i) trade secrets, inventions, ideas, processes, formulas, drawings, source
      and object codes, data, programs, other works of authorship, know-how,
      improvements, discoveries, developments, designs and techniques (collectively,
      the “Inventions”), (ii) information regarding plans for research, development,
      new products, marketing and selling, business plans, budgets and unpublished
      financial statements, licenses, prices and costs, suppliers and customers,
      and
      (iii) information regarding the skills and compensation of past or present
      employees, officers or directors of the Company. The agreements set forth herein
      shall not apply to any information (A) that at the time of disclosure or
      thereafter is generally available to and known by the public (other than as
      a
      result of a disclosure directly or indirectly by Executive in violation of
      this
      Agreement), (B) the disclosure of which is required by law, regulation, order,
      decree or process (so long as Executive delivers prompt written notice to the
      Company of such disclosure calculated to provide the Company with an opportunity
      to obtain a restraining order or other recourse), or (C) is otherwise approved
      by the Company. Without regard to whether any or all of the foregoing matters
      would be deemed confidential, material or important, the parties hereto
      stipulate that as between them, the same are confidential, material and
      important and gravely affect the effective and successful conduct of the
      Company, its business and its goodwill.

     

    (b)  Nonremoval.
      Executive shall not remove from the Company’s premises (except to the extent
      such removal is for purposes of the performance of the Services at home or
      while
      traveling or in furtherance of the business of the Company or as otherwise
      specifically authorized by the Company from time to time) any document, record,
      notebook, plan, model, component, device, or computer software or code, whether
      embodied in a disk or in any other form, that relates directly or indirectly
      to
      the Company, the Company’s business or any Invention (collectively, the
“Proprietary
      Items”).
      Executive recognizes that, as between the Company and Executive, all of the
      Proprietary Items, whether or not developed by Executive, are the exclusive
      property of the Company, and agrees to make and execute such further assignments
      thereof (including assignments of patents, copyrights, trademarks and other
      proprietary licenses, permissions, awards, or indicia) as the Company shall
      request from time to time. Upon termination of Executive’s employment by the
      Company, or upon the request of the Company during the period of such
      employment, Executive shall return to the Company all of the Proprietary Items
      in Executive’s possession or subject to Executive’s control, and Executive shall
      not retain any copies, abstracts, sketches, or other physical embodiment of
      any
      of the Proprietary Items.

     

    (c)  Third
      Party Information.
      Executive
      acknowledges that the Company has received and in the future will receive from
      third parties confidential or proprietary information (“Third Party
      Information,”) subject to a duty of the Company to maintain the confidentiality
      of such information and to use it only for certain limited purposes. During
      the
      term of Executive’s employment by the Company and thereafter, Executive shall
      hold Third Party Information in the strictest confidence and shall not disclose
      to anyone (other than the Company personnel who need to know such information
      in
      connection with their work for the Company) or use, except in connection with
      Executive’s work for the Company, Third Party Information unless expressly
      authorized in writing by the Chief Executive Officer or Board of Directors
      of
      the Company.

     

    (d)  No
      Improper Use of Information of Prior Employers and
      Others.
      During
      Executive’s term of employment by the Company, Executive shall not improperly
      use or disclose any confidential information or trade secrets, if any, of any
      current or former employer or any other person to whom Executive has an
      obligation of confidentiality and Executive shall not bring onto the premises
      of
      the Company any unpublished documents or any property belonging to any current
      or former employer or any other person or entity to whom Executive has an
      obligation of confidentiality unless consented to in writing by that person
      or
      entity.

     

    13.  Restrictive
      Covenants.
      The
      covenants contained
      in this
Section
      13
      are made
      by Executive in consideration for (i) the Company’s promise to provide
      Confidential Information to Executive, (ii) the substantial economic investment
      made by the Company in the Confidential Information and goodwill of the Company,
      and (iii) the compensation and other benefits afforded by the Company to
      Executive. To protect the Company’s Confidential Information, Executive agrees
      to enter into the following restrictive covenants.

     

    (a)  Non-Competition.
      Executive agrees that, during the Employment Period and during the Restricted
      Period (defined below), other than in connection with his duties under this
      Agreement, he will not, without the prior written consent of the Company,
      directly or indirectly, within the Restricted Area (defined below) engage in
      the
      sale or development of products or services substantially similar to that
      offered or developed by the Company during the Employment Period, or engage
      in
      any business relationship or transaction with any company or other legal entity
      that engages in the sale or development of products or services substantially
      similar to those offered or developed by the Company. Notwithstanding the
      foregoing, Executive shall be permitted during the Employment Period to own,
      directly or indirectly, solely as an investment, up to five percent (5%) of
      the
      securities of any organization or entity which are traded on any national
      securities exchange or NASDAQ if Executive is not the controlling stockholder,
      or a member of a group that controls such organization or entity. 

     

    For
      purposes of this Agreement, “Restricted
      Period”
means
      a
      period of twelve (12) months immediately following the date of Executive’s
      termination from employment for any reason. For purposes of this Agreement,
      the
“Restricted
      Area”
means
      the geographic areas within a 30-mile radius from each office location
      maintained by the Company in Atlanta, Georgia, Dallas, Texas and Satellite
      Beach, Florida during the Employment Period.

     

    (b)  Non-Solicitation.
      Executive agrees that, during the Employment Period and during the Restricted
      Period, other than in connection with his duties under this Agreement, he will
      not, directly or indirectly, either as a principal, manager, agent, employee,
      consultant, officer, director, stockholder, partner, investor or lender or
      in
      any other capacity, and whether personally or through other persons, do any
      of
      the following:

     

    (i)  solicit
      business from any customer or potential customer of the Company with whom the
      Company did business or whom the Company solicited business within the preceding
      12 months, and which either (A) Executive contacted, called on, serviced, or
      did
      business with during Executive’s employment at the Company, or (B) Executive
      became acquainted with as a result of Executive’s employment at the Company.
      This restriction applies only to business which is in the scope of services
      or
      products provided by the Company;

     

    (ii)  solicit,
      induce or attempt to solicit or induce, on behalf of himself or any other person
      or entity, any employee or independent contractor of the Company who had such
      a
      relationship with the Company at the time of solicitation to terminate his
      or
      her employment or relationship with the Company and/or accept employment or
      any
      other relationship elsewhere; or

     

    (iii)  solicit,
      induce or attempt to solicit or induce, any customer or prospective customer
      of
      the Company to cease or curtail their business relationship with the
      Company.

     

    Notwithstanding
      the foregoing, the restrictions contained in this Section shall not apply to
      any
      individual who is a family member.

     

    14.  Remedies. Executive
      acknowledges
      that the restrictions contained in Sections
      12 and
      13
      of this
Agreement,
      in view
      of the nature of the Company’s
      business and his position with the Company,
      are
      reasonable and necessary to protect the Company’s
      legitimate business interests and that any violation of Sections
      12 and
      13
      of this
Agreement
      would
      result in irreparable injury to the Company.
      In the
      event of a breach or a threatened breach by Executive
      of
      Sections
      12 or 13
      of this
Agreement,
      then
      the Company
      shall
      be
      entitled to (a) terminate any post-termination benefits set
      forth
      in Section
      6
      of this
Agreement
      and Executive
      will
      not
      be entitled to receive any remaining benefits other than these to which he
      is
      entitled to as a matter of law such as but not limited to COBRA continuing
      rights under a group health plan, (b)
      a
      temporary restraining order and injunctive relief restraining Executive
      from
      the
      commission of any breach, (c)
      recover
      attorneys’ fees, expenses and costs the Company
      incurs
      in
      such action, and/or (d) recover
      any and all other damages to which the Company
      may
      be
      entitled at law or in equity as a result of a breach of this Agreement.

     

    15.  Validity.
      To
      the
      extent permitted by applicable law, if it should ever be held that any provision
      contained herein does not contain reasonable limitations as to time,
      geographical area, or scope of activity to be restrained, then the court so
      holding shall at the request of the Company reform such provisions to the extent
      necessary to cause them to contain reasonable limitations as to time,
      geographical area, and scope of activity to be restrained and to give the
      maximum permissible effect to the intentions of the parties as set forth herein,
      and the court shall enforce such provisions as so reformed. If, notwithstanding
      the foregoing, any provision hereof is held to be illegal, invalid, or
      unenforceable under present or future laws effective during the term hereof,
      such provision shall be fully severable; this Agreement shall be construed
      and
      enforced as if such illegal, invalid, or unenforceable provision had never
      comprised a part hereof; and the remaining provisions hereof shall remain in
      full force and effect and shall not be affected by the illegal, invalid or
      enforceable provision or by its severance herefrom. Furthermore, in lieu of
      such
      illegal, invalid or unenforceable provision there shall be added automatically
      by the Company as a part hereof a provision as similar in terms to such illegal,
      invalid, or unenforceable provision as may be possible and be legal, valid,
      and
      enforceable, and the parties hereby agree to such provision.

     

    16.  Amendment
      or Alteration.
      No
      amendment or alteration of the terms of this Agreement shall be valid unless
      made in writing and signed by both of the parties hereto.

     

    17.  Governing
      Law.
      This
      Agreement shall be governed by and shall be construed according to the laws
      of
      the State of Texas and any litigation or arbitration arising from this Agreement
      shall take place in Dallas, Texas.

     

    18.  Arbitration.
      Claims,
      disputes or other matters in question between the parties to this Agreement
      arising out of or relating to this Agreement or breach thereof shall be subject
      to and decided by arbitration in accordance with the rules of the American
      Arbitration Association (“AAA”) currently in effect unless the parties mutually
      agree otherwise. Demand for arbitration shall be filed in writing with the
      other
      party to this Agreement and with the AAA. A demand for arbitration shall be
      made
      within a reasonable time after the claim, dispute or other matter in question
      has arisen. In no event shall the demand for arbitration be made after the
      date
      when institution of legal or equitable proceedings based on such claim, dispute
      or other matter in question would be barred by the applicable statutes of
      limitations. No arbitration arising out of or relating to this Agreement shall
      include, by consolidation, joinder or in any other manner, an additional person
      or entity not a party to this Agreement, except by written consent containing
      a
      specific reference to this Agreement signed by the Company and Executive and
      any
      other person or entity sought to be joined. Consent to arbitration involving
      an
      additional person or entity shall not constitute consent to arbitration of
      any
      claim, dispute or other matter in question not described in the written consent
      or with a person or entity not named or described therein. The foregoing
      agreement to arbitrate and other agreements to arbitrate with an additional
      person or entity duly consented to by the parties to this Agreement shall be
      specifically enforceable in accordance with applicable law in any court having
      jurisdiction thereof. The award rendered by the arbitrator or arbitrators shall
      be final, and judgment may be entered upon it in accordance with applicable
      law
      in any court having jurisdiction thereof.

     

    19.  Notices.
      Any
      notice or other communication that one party desires to give to the other under
      this Agreement shall be in writing, and shall be deemed effectively given upon
      (i) receipt by personal delivery, (ii) receipt by transmission by facsimile
      or
      electronic mail or (iii) the third business day following deposit in any United
      States mail box, by registered or certified mail, postage prepaid, addressed
      to
      the other party at the address set forth below or at such other address as
      a
      party may designate by 15 days advance notice to the other party pursuant to
      the
      provisions of this Section.

     

    If
      to
      Executive:

     

    Ken
      Honeycutt

    1325
      Draycott Place

    Atlanta,
      GA 30327

     

    If
      to the
      Company:

     

    Lighting
      Science Group Corp

    2100
      McKinney Avenue

    Suite
      1555

    Dallas,
      Texas 75201

    Attn:
      Ron
      Lusk

     

    20.  Waiver
      or Breach.
      No
      waiver
      of any term of this Agreement shall be valid unless made in writing and signed
      by the party waiving such term. It is agreed that a waiver by any party of
      a
      breach of any provision of this Agreement shall not operate or be construed
      as a
      waiver of any subsequent breach by that same party.

     

    21.  Entire
      Agreement and Binding Effect.
      This
      Agreement, together with the Proprietary Rights Agreement that is incorporated
      herein and is referenced above, contains the entire agreement of the parties
      with respect to the subject matter hereof and, except as otherwise specifically
      provided herein, shall be binding upon and inure to the benefit of the parties
      hereto and their respective legal representatives, heirs, distributees,
      successors and assigns. This Agreement supersedes and preempts any prior
      understandings, agreements or representations between the parties, written
      or
      oral, which may have been related to the subject matter hereof in any
      way.

     

    22.  Assignment.
      This
      Agreement and Executive’s obligations hereunder may not be transferred,
      delegated or assigned by Executive. The Company may transfer or assign this
      Agreement to a company or firm that succeeds to the business of the Company
      or
      into which the Company merges.

     

    23.  Headings.
      The
      Section headings appearing in this Agreement are for purposes of ease of
      reference and shall not be considered a part of this Agreement or in any way
      modify, amend or affect its provisions.

     

    24.  Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which together shall constitute one
      instrument.

     

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

     

    LIGHTING
      SCIENCE GROUP CORP

     

    By:     

    Name:
      Ron Lusk

    Title:
      Chairman

     

     

    Ken
      Honeycutt

    AT\
      8075585.6