EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT


     EMPLOYMENT  AGREEMENT  ("Agreement")  dated as of March  31,  2009  between
Latitude  Solutions,  Inc,  ("the  Company"),  a  Nevada  Corporation  with  its
principal place of business at 190 NW Spanish River Blvd. Suite #101, Fl. 33431,
and Matthew J. Cohen,  ("Executive")  who resides at 19662 Estuary  Drive,  Boca
Raton, Fl. 33498.

     WHEREAS,  the Executive has extensive  experience as a senior  executive in
the areas of accounting,  financial,  operations,  and SEC rules and regulations
applicable to the Company's business;

     WHEREAS,  the Company has determined that it is in the best interest of the
Company to employ  Executive  as its Chief  Financial  Officer  to  further  the
business purposes of the Company; and

     WHEREAS,  Executive is desirous of employment with the Company on the terms
provided herein:

     WHEREAS,  It is the  interest  of  this  Agreement  to  assure  Executive's
dedication to the Company by providing  Executive with  Compensation and benefit
arrangements  while Executive fulfills his duties now and during the pendency of
a Change of Control, should such an event occur, which provides Executive with a
measure of security commensurate with Executive's importance to the Company, and
assure  the  Company  of  continuity  in its  services  and  relationships  with
customers and employees;

     NOW, THEREFORE, the Company and Executive agree as follows:

1 . EMPLOYMENT.

     1.1 TERM.  The Company shall employ  Executive in an executive  position as
its Chief Financial Officer,  or in such comparable  management  capacity as the
Company may from time to time  designate  and which the  Executive  agrees to in
writing.  This Agreement  shall become  effective as of March 31, 2009 and shall
continue  to the  fifth  anniversary  date  hereof,  unless  earlier  terminated
("Original  Term").  Thereafter,  the term of employment shall  automatically be
extended  on the same  terms and  conditions  contained  herein  for  successive
one-year periods (each a "Renewal Term"),  except that if one party gives notice
in writing to the other  party not less than  ninety (90) days prior to the date
in which such term of  employment  would  otherwise be renewed  indicating  such
parties  intent to  terminate  this  Agreement at the end of the period in which
notice is given,  then this  Agreement  shall  terminate on the date such period
expires. (The Original Term and all Renewal Term's are hereinafter  collectively
referred to as the Term.) Executive  acknowledges  that,  except as set forth in
this Agreement, Executive's employment is "at will".

     If, during the Term, a "person" (as that term is used in Sections 13(d) and
14(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"))
commences any action that, if  consummated,  would result in a Change of Control
of the Company or if any person  publicly  announces an intention or proposal to
commence any such action,  Executive  agrees that  Executive  will not leave the
Company's employ (other than as a result of death or Disability) and,  Executive
will render the  services  contemplated  in this  Agreement  for the  reasonable
duration of the Company's  defense against such action and until such action has
been abandoned or terminated or a Change in Control has occurred,  and Executive
will actively promote the Company's interest during such period.

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     Any termination of Executive's employment during the Term for reasons other
than  Executive's  death  shall be  evidenced  by a written  notice  ("Notice of
Termination"),  which shall specify the provision of this Agreement  relied upon
for  such  termination  and  describe  with  reasonable  detail  the  facts  and
circumstances claimed by the sender of such Notice of Termination to provide the
basis for  termination.  Any such Notice of  Termination  shall also specify the
effective date of termination (the "Termination Date"). If Executive dies during
the Term, the Termination Date shall be the date of Executive's death.

     1.2 PRESENT AND FUTURE  DUTIES.  Executive's  role in the Company  shall be
that of Chief Financial Officer.  Executive shall perform all duties required of
or incidental to Executive's position with the Company, and such specific duties
as may be assigned to Executive by senior  management  or the Board of Directors
of  the  Company.  Executive's  position  shall  have  the  powers,  duties  and
responsibilities  set forth in Exhibit A attached hereto and made a part hereof.
Executive  agrees to use Executive's best efforts in the business of the Company
and to devote such time,  attention and energy to the business of the Company as
Executive deems appropriate to the performance of Executive's  duties hereunder.
The  Company  and  Executive  agree that  Executive  may work,  on a parttime or
independent  contracting or consulting basis, with or without compensation,  for
any other  business  or  enterprise  during the Term which does not  Compete (as
hereinafter defined) with the Company.

     1.3 COMPENSATION AND EXPENSES

     (a) During the period of  Executive's  employment  hereunder,  the  Company
shall pay to Executive a minimum base salary at a rate of not less than $180,000
for the first twelve months of the term of this Agreement,  in each case payable
in  substantially  equal  installments in accordance with the executive  payroll
schedule in effect for executive  employees at a similar level from time to time
at the Company's  principal  executive office.  Executive's base salary shall be
reviewed by the Board at intervals  not greater than twelve  months to determine
what upward adjustment should be made, consideration being given to the scope of
Executive's responsibilities,  the performance of Executive's duties and changes
in the cost of living during such interval.  Upon such review,  Executive's base
salary  shall be  increased  by a  percentage  at least equal to the  percentage
increase in the Consumer Price Index (All Urban  Consumers - U.S. City Average -
All Items) published by the Bureau of Labor Statistics of the U.S. Department of
Labor since Executive's last salary increase. In no event shall Executive's base
salary be reduced without Executive's prior written consent.

     (b)  Executive  shall  also  receive an auto  allowance  of $700 per month,
payable on the first of each month from the date of this Agreement.

     (c) Executive  shall  receive a Cash Bonus per each year of this  Agreement
paid each (DATE)  equivalent to 15% of the prior twelve (12) month's Base Salary
(as defined above), contingent on the Company reaching revenue, and gross profit
targets per year as defined in writing  with the Board of  Directors  before the
commencement of each fiscal year "Performance Criteria").

     (d)  During  the  term of  this  Agreement,  the  Company  shall  reimburse
Executive twice each month for all reasonable travel and other business expenses
incurred in the performance of Executive's duties hereunder,  including, without
limitation, cellular telephone charges, provided that Executive submits receipts
or other expense records to the Company in accordance with the Company's general
reimbursement policy then in effect for executives of the Company.

     (e) Executive shall have the right to immediately  participate in any Stock
Option programs instituted by the Company.

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     1.4 PLACE OF PERFORMANCE.  In connection with Executive's employment by the
Company,  Executive shall be based at the Company's principal executive offices,
which are currently located in West Palm Beach, Fl.

     1.5  BENEFITS:  PERQUISITES.  Executive  shall be  entitled  to receive the
benefits  and,  perquisites  provided  by the  Company  from  time to  time  for
executives at the highest level within the Company.

     1.6 EMPLOYEE BENEFIT PLANS

     (a) During the term of Executive's  employment  under this  Agreement,  the
Company  shall  maintain for the benefit of Executive  employee  benefit  plans,
including, but not limited to, medical, hospitalization,  disability, dental and
life insurance:

          (i) CORPORATE LIFE INSURANCE,  at not less than 4 times annual salary,
     with Executive's designation of sole Beneficiary (ies).

          (ii)  100%  PREMIUM  PAID  FAMILY   MEDICAL,   DISABILITY  AND  DENTAL
     INSURANCE, with acceptable-to-Executive carriers.

     Executive  shall also be  entitled  to  participate  in all other  employee
benefit plans adopted during the Term of this Agreement by the Company.

     (b) During the term of Executive's employment,  Executive shall be entitled
to   reasonable    vacations    compatible   with   Executive's   position   and
responsibilities and with due regard for the preservation of Executive's health,
aggregating  not less than three (3) weeks for the first  calendar  year and not
less  than four (4) weeks for each  calendar  year  thereafter,  as well as paid
holidays  given by the Company to its  employees  and five (5) personal  days or
such greater  amount of paid vacation and paid holidays as may be generally made
available  annually to other  employees of the company of  comparable  pay grade
and/or  position.  In the event that due to the press of business,  Executive is
unable to take  Executive's  full vacation  during any calendar  year,  then the
Company shall, at Executive's  request, pay Executive for such foregone vacation
at the rate set forth in Section 1.3(a) hereof; provided,  however, that in lieu
thereof, Executive, at Executive's option, may carry over such foregone vacation
for one or more successive years.

2.  DEVELOPMENTS  AND INTELLECTUAL  PROPERTY.  Executive  acknowledges  that all
developments,  including but not limited to trade secrets (including strategies,
business  plans  and  customer  lists),  discoveries,  improvements,  ideas  and
writings which either  directly or indirectly  relate to or may be useful in the
business of the Company (the "Developments") which Executive, either alone or in
conjunction  with any other person or persons,  shall conceive,  make,  develop,
acquire  or  acquire  knowledge  of during  the Term are the sole and  exclusive
property of the Company.  Executive will cooperate with the Company's reasonable
requests to obtain or maintain  rights or  protections  under  United  States or
foreign  law with  respect  to all  Developments.  The  Company  will  reimburse
Executive for all reasonable  expenses  incurred by Executive in order to comply
with this provision of this  Agreement,  regardless of when such expenses may be
incurred.

3.  CONFIDENTIAL   INFORMATION.   Executive   acknowledges  that  by  reason  of
Executive's employment by the Company, especially as a senior executive thereof,
Executive  may now or will in the  future  have  access  to  information  of the
Company that the Company deems to be confidential and/or proprietary,  including
but not limited to,  information about the Company's  technology,  developments,
target markets and customer segments,  strategies, plans, products and services,
methods  of  operation,  employees,  financial  forecasts  and  results,  sales,
profits, expenses, customer lists and the relationships between the Company or a
subsidiary  and its customers,  suppliers and others who have business  dealings
with  it  which  is not  in  the  public  domain  ("Confidential  Information").
Executive covenants and agrees that during the Term and thereafter, without time

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or geographic  limitation,  Executive will not disclose any such  information to
any  person  without  the prior  written  authorization  of the Chief  Executive
Officer of the Company or the Board.  The  obligations  undertaken  by Executive
pursuant to this Section 3 shall not apply to any confidential Information which
hereafter shall become published or otherwise generally available to the public,
except  in   consequence   of  a  willful  act  or  admission  by  Executive  in
contradiction of the obligations set forth in this Section 3.

If  Executive's  employment  ends for any reason other than  Executive's  death,
Executive  agrees to return  promptly  to Company all such  information  and any
other  tangible  product or document  which has been produced or received by, or
otherwise  submitted to Executive during Executive's  employment,  and no copies
shall be retained by Executive or made  available to any other person or entity.
This provision  includes but is not limited to information  printed or stored on
paper, magnetic tape, floppy disks, hard drives or other computer storage media.

4. NON-COMPETITION.

     4.1 COVENANT.  Executive  and the Company  acknowledge  that  Executive has
expertise in accounting, finance and also expertise in management and marketing,
and  that in  Executive's  employment  with the  Company,  Executive  will  have
continuing access to information about the Company's  technology,  developments,
target markets,  strategies,  plans,  product or service  offerings,  methods of
operation,  financial and operating  expectations  and results,  customer  base,
sales, marketing and pricing strategies, most valued employees, and customer and
supplier  relationships.  In consideration of the benefits provided to Executive
under   this   Agreement,   which   Executive   acknowledges   are   independent
consideration,  Executive covenants and agrees that during the Restricted Period
(as defined  below),  Executive will not,  directly or  indirectly,  without the
Company's  prior  consent,  own,  manage,  operate,  finance,  join,  control or
participate  in the  ownership  or control of, or be  associated  as an officer,
director, executive, partner or principal, agent, representative,  consultant or
otherwise with, or use or permit Executive's name to be used in connection with,
any enterprise that directly or indirectly  competes (as defined below) with any
internet  filtering  business  of the Company in a  Restricted  Area (as defined
below).

     4.2 DEFINITIONS.

          4.2.1   "Competes"   means  the  production,   marketing,   promotion,
     distribution  or  selling  of any  product,  capability,  functionality  or
     service of any person or entity other than the Company  which  resembles or
     competes  with  a  product  or  service   produced,   marketed,   promoted,
     distributed or sold by the Company (or to  Executive's  knowledge was under
     development by the Company) during the period of Executive's  employment by
     the Company (whether under this Agreement or otherwise).  The parties agree
     that general  employment or  consulting in the internet or computer  fields
     that is not relying on internet  filtering  as its primary  business is not
     competition with this Agreement.

          4.2.2 "Restricted Area" means:

               (a)  The   Standard   Metropolitan   Statistical   Area  (or  the
          equivalent)  of any  independent  contractor  sales  office,  place of
          employment,  business address or prior place of business maintained by
          the Company

          4.2.3 "Restricted Period" means:

               (a) The period of Executive's  employment by the Company (whether
          under this  Agreement or  otherwise),  if  Executive's  employment  is
          terminated because of Executive's death or Disability;

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               (b) The period of Executive's  employment by the Company (whether
          under  this  Agreement  or  otherwise)  and 12 months  thereafter,  if
          Executive's  employment  is  terminated  by the  Company  for Cause or
          without Cause (and not by the Company following Change of Control);

               (c) The period of Executive's  employment by the Company (whether
          under this Agreement or otherwise)  and, if this Agreement is still in
          effect at the Termination  Date, the number of months remaining in the
          Term at the Termination Date or 12 months, whichever is longer (but in
          no event more than 24 months),  if  Executive  terminates  Executive's
          employment voluntarily (and not for Good Reason); or

               (d) The period of  Executive's  employment  by the Company  under
          this Agreement,  if Executive's  employment is terminated by Executive
          for Good Reason  (unless this  Agreement  ends or is terminated  under
          Section 1.2 in which event the  Restricted  Period shall be 12 months)
          or by the Company on any basis following Change of Control.

          4.2.4  EXCEPTION.  This Section shall not be construed to prohibit the
     ownership by Executive  of not more than 5% of any class of  securities  of
     any  corporation  which  competes with the Company and which has a class of
     securities registered pursuant to the Exchange Act, as amended.

     4.3 SAVINGS CLAUSE.  Executive and the Company specifically agree that this
covenant  not to compete and its  specific  limitations  constitute a reasonable
covenant under the circumstances  and is supported by the  consideration  stated
above,  and  further  agree that if, in the  opinion  of any court of  competent
jurisdiction,  any of the provisions of this Section 4 are ever  determined by a
court to exceed the time,  geographic  scope or other  limitations  permitted by
applicable  law in any  jurisdiction,  then such excessive  provisions  shall be
deemed reduced, in such jurisdiction only, to the maximum time, geographic scope
or other limitation  permitted in such jurisdiction,  and Executive agree to the
enforcement of the remainder of the covenant as so amended.

5.  NON-SOLICITATION.  Executive  also  covenants  and  agrees  that  during the
Restricted  Period set out in Section 4.2.3,  and without regard to the activity
or  activities in which  Executive is engaging,  whether it is within or without
the  internet  filtering  industry,  Executive  will not,  directly  or  through
employees,  agents,  recruiters,  independent  contractors or others: (a) offer,
promise,  provide  or  guarantee  employment,  work for  compensation,  business
opportunity or other means of financial  gain, or solicit,  invite an inquiry on
employment or other  compensatory  relationship,  respond to such inquiry with a
promise  or  grant  of an  employment  or other  compensatory  relationship,  or
otherwise  seek to  influence  any person to leave the  Company or to  undertake
activities that would be adverse to the Company's  interests,  where such person
is employed by the Company or is in an independent  contractor  relationship  in
which a majority of their time is spent on Company-related  activities,  or is a
supplier of services to the Company who would thereafter  become  unavailable to
provide such  services to the Company,  or who has been in such an employment or
independent  contractor  relationship  within the 12 months prior to Executive's
contact(s);  or (b) solicit from, convert,  attempt to convert,  divert business
from,  or  attempt  to  divert  business  from any of the  Company's  customers,
customer  accounts or  locations,  whether such  activity is intended to benefit
Executive  or any other  person or entity,  and whether or not such  activity is
successful.

6. EQUITABLE RELIEF.  Executive specifically  acknowledges that the restrictions
contained  in each of Sections 2, 3, 4 and 5 of this  Agreement  are, in view of
the nature of the business of the Company,  and  Executive's  position  with it,
reasonable and necessary to protect the legitimate interests of the Company, and
that  any  violation  of  the  provisions  of  those  Sections  will  result  in
irreparable injury to the Company for which there would be no adequate remedy at
law.  Executive  also  acknowledges  that  the  Company  shall  be  entitled  to
preliminary and permanent  injunctive  relief,  without the necessity of proving
actual  damages,  and to an equitable  accounting of all  earnings,  profits and
other benefits  arising from such violation.  These,  rights shall be cumulative
and in  addition  to any other  rights or  remedies  to which the Company may be

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entitled.  Executive  agrees to submit to the  jurisdiction of any (STATE) court
located in Palm Beach County or the United States  District Court for the County
or of the state  court or the federal  court  located in or  presiding  over the
county in which the Company has its  corporate  headquarters  at the  applicable
time in any  action,  suit or  proceeding  brought by the Company to enforce its
rights under Sections 2, 3, 4 and/or 5 of this Agreement,  and that any separate
claim  Executive has shall not  constitute a defense to the  enforcement  of the
covenants and agreements in those paragraphs.

7. COMPANY'S  OBLIGATIONS UPON TERMINATION.  The sole obligations of the Company
upon the termination of Executive's  employment are as set forth in this Section
7. Any and all amounts to be paid to Executive in  connection  with  Executive's
termination shall be paid, at Executive's  election,  either:  (a) in a lump sum
promptly after the Termination  Date, and not more than 30 days  thereafter,  or
(b) as  salary  continuation  for a period  identified  by the  number of years'
salary to be paid as severance.

     7.1 TERMINATION  UPON  DISABILITY OR DEATH. If Executive's  employment with
the Company ends by reason of Executive's  death or Disability (as defined later
in this  Agreement),  the Company  shall pay  Executive  all  amounts  earned or
accrued  through the Termination  Date but not paid as of the Termination  Date,
including:

          7.1.1 Base compensation;

          7.1.2  Reimbursement for reasonable and necessary expenses incurred by
     Executive on behalf of the Company during the Term;

          7.1.3 Pay for earned but unused vacation and floating holidays;

          7.1.4 All compensation  Executive  previously deferred (if any) to the
     extent not yet paid; and

          7.1.5 An amount equal to Executive's "Pro Rata Bonus". Executive's Pro
     Rata Bonus  shall be  determined  by  multiplying  the "Bonus  Amount"  (as
     defined below) by a fraction,  the numerator of which is the number of days
     in the fiscal year  through the  Termination  Date and the  denominator  of
     which is 365. The term "Bonus Amount" means the greater of: (i) Executive's
     identified  or standard  bonus for that part of the bonus year during which
     Executive  was  employed,  using the  Performance  Criteria  and the actual
     performance  metrics of the Company  applied to the time  period  until the
     Termination Date occurs, and only to that period; or (ii) the bonus paid or
     payable to Executive  with respect to the fiscal year preceding the year in
     which the Termination Date occurs. No bonus will cover any period after the
     date that Executive's  employment ends, or use any Performance  Criteria or
     actual  performance  metrics of the Company  established  or achieved after
     that date.

The amounts  described in Sections  7.1.1 through 7.1.4,  inclusive,  are called
elsewhere in this Agreement, collectively, the "Accrued Compensation".

Except as otherwise  provided in this Section 7. 1,  Executive's  entitlement to
any other  compensation  or benefits shall be determined in accordance  with the
Company's  employee benefit plans and other  applicable  programs and practices,
including any long term compensation benefits, then in effect.

     7.2  TERMINATION  WITHOUT  CAUSE.  If the  Company  terminates  Executive's
employment without Cause (as defined later in this Agreement), the Company shall
pay Executive:

          7.2.1 All Accrued Compensation;

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          7.2.2 A Pro Rata Bonus (as defined in Section 7.1.5 above); and

          7.2.3 Severance  ("Severance")  equal to: (a) two year salary plus (b)
     the Company  contributions which would have been made on Executive's behalf
     to the 401 (k) retirement  savings plan (if any)  maintained by the Company
     (b)  reduced  by the  present  value  (determined  as  provided  in Section
     28OG(d)(4) of the Internal  Revenue Code of 1986 as amended (the  "Code")).
     The foregoing shall be in lieu of any other amount of severance relating to
     salary or bonus  continuation to be received by Executive upon  termination
     of Executive's  employment under any severance plan,  policy or arrangement
     of the Company.

     In  addition,  the  Company  shall  continue  to provide to  Executive  and
Executive's  family  at the,  Company's  expense,  for two  year  following  the
Termination   Date,   the  life   insurance,   medical,   dental,   vision   and
hospitalization   benefits   provided  to  Executive  and   Executive's   family
immediately prior to the Termination Date.

     Except as otherwise provided in this Section 7.2,  Executive's  entitlement
to any other compensation or benefits shall be determined in accordance with the
Company's  employee  benefit plans and other  applicable  programs and practices
then in effect.

     7.3  TERMINATION  FOR  CAUSE  OR  VOLUNTARY  TERMINATION.   If  Executive's
employment is terminated for Cause (as defined later in this  Agreement),  or if
Executive  voluntarily  terminates  Executive's  employment  other than for Good
Reason,  the Company shall  pay-Executive  all Accrued  Compensation.  Except as
otherwise  provided in this Section 7.3,  Executive's  entitlement  to any other
compensation  or benefits  shall be determined in accordance  with the Company's
employee  benefit  plans and other  applicable  programs and  practices  then in
effect.

     7.4 TERMINATION FOR GOOD REASON OR BY COMPANY  FOLLOWING CHANGE OF CONTROL.
If Executive  terminates  Executive's  employment for Good Reason or the Company
terminates  Executive's  employment  following a Change of Control,  the Company
shall pay Executive:

          7.4.1 All Accrued Compensation;

          7.4.2 A Pro Rata Bonus; and

          7.4.3  Severance  equal to: (a) three  times the sum of (i) the annual
     base compensation  Executive would have received for the entire fiscal year
     in which the Termination  Date occurs plus (ii) the Bonus Amount plus (iii)
     $50,000  (being  the agreed  cash  equivalent  of the  annual  value of the
     perquisites   provided  to   Executive   under  the   Company's   Executive
     Compensation Program), plus (iv) the Company contributions which would have
     been made on  Executive's  behalf to the 401 (k)  retirement  savings  plan
     maintained  by the  Company  (if  any) (b)  reduced  by the  present  value
     (determined as provided in Section  280G(d)(4) of the Code).  The foregoing
     severance  shall be in lieu of any other  amount of  severance  relating to
     salary or bonus  continuation to be received by Executive upon  termination
     of Executive's  employment under any severance plan,  policy or arrangement
     of the Company.

     In  addition,  the  Company  shall  continue  to provide to  Executive  and
Executive's  family  at the  Company's  expense,  for 36  months  following  the
Termination   Date,   the  life   insurance,   medical,   dental,   vision   and
hospitalization   benefits   provided  to  Executive  and   Executive's   family
immediately prior to the Termination Date.

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     The Company shall  reimburse  Executive for all  reasonable  legal fees and
expenses which  Executive may incur following a Change of Control as a result of
the  Company's  attempts  to contest  the  validity  or  enforceability  of this
Agreement  or  Executive's  attempts  to obtain or enforce  any right or benefit
provided to Executive under this Agreement,  provided any actions  Executive has
taken are determined to have been undertaken in good faith and upon a reasonable
basis.

     Except as otherwise provided in this Section 7.4,  Executive's  entitlement
to any other compensation or benefits shall be determined in accordance with the
Company's  employee benefit plans and other  applicable  programs and practices,
including any long term compensation benefits, then in effect.

8. GROSS-UP PAYMENT.  Notwithstanding  anything else in this Agreement, if it is
found  that any or all of the  payments  made to  Executive,  including  but not
limited  to  payments  made by the  Company,  or under  any plan or  arrangement
maintained by the Company,  to Executive or for Executive's  benefit (other than
any additional payments required under this Section 8) (the "Payments") would be
subject to the excise tax imposed by Section 4999 of the Code or Executive incur
any  interest or  penalties  with  respect to such excise tax (such  excise tax,
together with any such interest and penalties,  collectively  the "Excise Tax"),
then  Executive  is  entitled  to receive  an  additional  payment (a  "Gross-Up
Payment") in an amount such that,  after Executive pays all taxes (including any
interest or penalties  imposed with respect to such taxes),  including,  without
limitation,  any income  taxes (and any  interest  and  penalties  imposed  with
respect  thereto) and Excise Tax imposed upon the  Gross-Up  Payment,  Executive
will retain an amount of the  Gross-Up  Payment  equal to the Excise Tax imposed
upon the Payments.  The  procedures  for the  calculation  and contesting of any
claim that such Excise Tax is due are set forth in the Addendum.

9. NO  OBLIGATION  TO MITIGATE  DAMAGES.  Executive  is not required to mitigate
damages or the  amount of any  payment  provided  for under  this  Agreement  by
seeking other  employment or otherwise,  and the amounts to be paid to Executive
under  Section 7 of this  Agreement  shall not be  reduced  by any  compensation
Executive  may earn from other  sources.  However,  if,  during any period  that
Executive  would otherwise be entitled to receive any payments or benefits under
this Agreement, Executive breaches Executive's obligations under Section 2, 3 or
4 of this Agreement,  the Company may immediately terminate any and all payments
and the  provision of benefits (to the extent  permitted by law and the terms of
the benefit plans maintained by the Company from time to time) hereunder.

10. SUCCESSOR TO COMPANY.  The Company will require any successor or assignee to
all or substantially  all of the business and/or assets of the Company,  whether
by merger,  sale of assets or  otherwise,  by  agreement  in form and  substance
reasonably  satisfactory  to  Executive,  to  assume  and agree to  perform  the
Company's  obligations  under this  Agreement in the same manner and to the same
extent that the Company would be required to perform them if such  succession or
assignment had not taken place.  Such  agreement of assumption  must be express,
absolute  and  unconditional.  If the Company  fails to obtain such an agreement
within three  business  days prior to the effective  date of such  succession or
assignment,  Executive  shall be entitled to  terminate  Executive's  employment
under this Agreement for Good Reason.

11. SURVIVAL.  Notwithstanding  the expiration or termination of this Agreement,
except as otherwise specifically provided herein,  Executive's obligations under
Sections 2, 3 and 4 of this  Agreement and the  obligations of the Company under
this Agreement shall survive and remain in full force and effect.

     This  Agreement  shall  inure to the  benefit  of, and be  enforceable  by,
Executive's  personal  and  legal  representatives,  executors,  administrators,
successors, heirs, distributees,  devisees and legatees. If Executive dies while
any amounts are still payable to Executive,  all such amounts,  unless otherwise

                                      -8-
<PAGE>

provided in this  Agreement,  shall be paid in accordance with the terms of this
Agreement to  Executive's  devisee(s),  legatee(s) or other  designee(s)  or, if
there is no such designee(s), to Executive's estate.

12. DEFINITIONS. Whenever used in this Agreement, the following terms shall have
the meanings below:

     12.1 "Cause" means:

          12.  1.1   Executive  has   willfully   and   continually   failed  to
     substantially  perform  Executive's duties (other than due to an incapacity
     resulting  from  physical  or  mental  illness  or  due to  any  actual  or
     anticipated  failure after Executive have given a Notice of Termination for
     Good  Reason)  after  a  written  demand  for  substantial  performance  is
     delivered to Executive  by the Chief  Executive  Officer or the Board which
     specifically  identifies  the manner in which it is believed that Executive
     has not substantially performed Executive's duties; or

          12.1.2   Executive   has   willfully   engaged  in  conduct  which  is
     demonstrably  and  materially  injurious  to  the  Company  (monetarily  or
     otherwise), including but not limited to a breach of fiduciary duty; or

          12.1.3 Executive has willfully  engaged in conduct which is illegal or
     in violation of the Company's Code of Ethics; or

          12.1.4  Executive has been convicted of a felony or a crime  involving
     moral turpitude; or

          12.1.5  Executive  has  violated  the  provisions  of Section 2 and/or
     Section 3 and/or  Section 4 and/or  Section 5 of this Agreement and, in any
     of the events  described in Sections 12.1.1 through 12.1.5 above, the Board
     adopts a resolution or its minutes reflect a finding that in the good faith
     opinion of the Board that  Executive was culpable for the conduct set forth
     in any of Sections  12.1.1 through  12.1.5 and  specifying the  particulars
     thereof in detail. For the purposes of this Agreement, no act or failure to
     act on Executive's part shall be considered willful unless done, or omitted
     to be done,  by Executive not in good faith and without  reasonable  belief
     that  Executive's  action  or  omission  was in the best  interests  of the
     Company. Any such resolution of the Board must receive the affirmative vote
     of not less than  three-quarters of the entire membership of the Board at a
     meeting of the Board  called and held for the  purpose of  considering  the
     issue, and Executive must receive reasonable notice of the meeting and have
     an opportunity,  with Executive's  counsel,  to present Executive's case to
     the Board.

     12.2 "Change of Control" Means:

          12.2.1 The consummation of a consolidation or merger of the Company in
     which  the  Company  is not the  continuing  or  surviving  corporation  or
     pursuant  to which the  shares  or units of the  Company's  common,  voting
     equity are to be converted into cash, securities or other property. For the
     purposes of this Agreement,  a  consolidation  or merger with a corporation
     which was a  wholly-owned  direct or  indirect  subsidiary  of the  Company
     immediately  before the consolidation or merger is not a Change of Control;
     or

          12.2.2 The sale, lease, exchange or other transfer (in one transaction
     or a series of related  transactions)  of all or  substantially  all of the
     Company's assets; or

          12.2.3  The  approval  by the  Company's  shareowners  of any  plan or
     proposal for the liquidation or dissolution of the Company; or

          12.2.4 Any person,  as that term is used in Section 13(d) and 14(d) of
     the Exchange Act (other than the  Company,  any trustee or other  fiduciary
     holding  securities  of the Company  under an employee  benefit plan of the
     Company, a direct or indirect wholly-owned subsidiary of the Company or any
     other company

                                      -9-
<PAGE>

owned,   directly  or  indirectly,   by  the   shareowners  of  the  Company  in
substantially  the same proportions as their ownership of the Company's  common,
voting equity),  is or becomes the beneficial  owner (within the meaning of Rule
13d-3 under the Exchange  Act),  directly or  indirectly,  of 30% or more of the
Company's then outstanding common, voting equity; or

          12.2.5 During any period of two consecutive years,  individuals who at
     the  beginning  of such period  constitute  the Board,  including  for this
     purpose any new director (other than a director  designated by a person who
     has entered  into an  agreement  with the  Company to effect a  transaction
     described in this Section 12.2.5) whose election or nomination for election
     by the Company's  shareowners was approved by a vote of at least two-thirds
     of the directors  then still in office who were  directors at the beginning
     of the period or whose  election or nomination  for election was previously
     so approved (the "Incumbent  Board"),  cease for any reason to constitute a
     majority of the Board.

     12.3 "Disability" means:

          12.3.1 Executive's absence from Executive's duties with the Company on
     a  full-time  basis  for  180  consecutive  business  days as a  result  of
     incapacity due to mental or physical illness; or

          12.3.2 A physical or mental  condition  which prevents  Executive from
     satisfactorily  performing  Executive's  duties  with the  Company and such
     incapacity  or  condition  is  determined  to be total and  permanent  by a
     physician selected by the Company or its insurers and reasonably acceptable
     to Executive and/or Executive's legal representative.

     12.4 "Good Reason" means:

          12.4.1 Without Executive's express written consent,  after a Change of
     Control, a significant reduction in title and authority,  or the assignment
     to Executive  of duties with the Company or with a person,  as that term is
     used in  Section  13(d) and 14(d) of the  Exchange  Act,  in control of the
     Company  materially  diminished  from  the  duties  assigned  to  Executive
     immediately prior to a Change of Control; or

          12.4.2 Without Executive's express written consent,  after a Change of
     Control,  any reduction by the Company or any person,  as that term is used
     in Section  13(d) and 14(d) of the Exchange  Act, in control of the Company
     in  Executive's  annual base  compensation  or annual bonus at Standard (or
     equivalent)  rating from the amounts of such  compensation  and/or bonus in
     effect immediately before and during the fiscal year in which the Change of
     Control  occurred  (except  that  this  Section  12.4.2  shall not apply to
     across-the-board   salary  or  bonus  reductions  similarly  affecting  all
     Executive's of the Company and all  Executive's of any person in control of
     the Company); or

          12.4.3 Without Executive's express written consent,  after a Change of
     Control,  the failure by the Company or any person, as that term is used in
     Section 13(d) and 14(d) of the Exchange Act, in,  control of the Company to
     increase  Executive's  annual base compensation or annual bonus at Standard
     (or equivalent)  rating at the times and in comparable  amounts as they are
     increased for similarly  situated senior executive  officers of the Company
     and of any person,  as that term is used in Section  13(d) and 14(d) of the
     Exchange Act, in control of the Company; or

          12.4.4 Without Executive's express written consent,  after a Change of
     Control,  the failure by the Company or by any person, as that term is used
     in Section  13(d) and 14(d) of the Exchange  Act, in control of the Company
     to continue in effect any benefit or incentive plan or arrangement  (except

                                      -10-
<PAGE>

     any  benefit  plan or  arrangement  which  expires by its own terms then in
     effect upon the  occurrence  of a Change of Control) in which  Executive is
     participating  at the time of the Change of Control,  unless a  replacement
     plan or arrangement with at least  substantially  similar terms is provided
     to Executive; or

          12.4.5 Without Executive's express written consent,  after a Change of
     Control,  the taking of any action by the Company or by any person, as that
     term is used in Section  13(d) and 14(d) of the Exchange Act, in control of
     the Company which would adversely  affect  Executive's  participation in or
     materially   reduce   Executive's   benefits  under  any  benefit  plan  or
     arrangement or deprive  Executive of any other material benefit  (including
     any  miscellaneous  benefit  which is not  represented  and  protected by a
     written  plan  document  or trust)  enjoyed by  Executive  at the time of a
     Change of Control; or

          12.4.6 Executive terminates Executive's employment (other than because
     of  Executive's  death or  Disability)  by giving  the  Company a Notice of
     Termination with a Termination Date not later than the first anniversary of
     the Change of Control; or

          12.4.7 Any failure by the  Company to comply with any of its  material
     obligations under this Agreement,  after Executive has given notice of such
     failure to the Company and the Company has not cured such failure  promptly
     after its receipt of such notice.

13. NOTICE.  All notices and other  communications  required or permitted  under
this  Agreement  shall be in writing  and shall be deemed  given when  mailed by
certified mail, return receipt requested,  or by nationally recognized overnight
courier, receipt requested,  when addressed to Executive at Executive's official
business  address when employed by the Company or at Executive's home address as
reflected in the Company's  records from time to time and when  addressed to the
Company at its corporate  headquarters,  to the  attention of the Board,  with a
required copy to the Company's highest ranking legal executive or officer.

14.  AMENDMENT AND  ASSIGNMENT.  This Agreement  cannot be changed,  modified or
terminated except in writing.  Executive may not assign  Executive's duties with
the Company to any other person.  The Company may assign its  obligations  under
this Agreement to one of its principal subsidiaries for administrative purposes.

15. SEVERABILITY.  If any provision of this Agreement or the application of this
Agreement to anyone or under any  circumstances  is  determined by a court to be
invalid   or   unenforceable   in   any   jurisdiction,   such   invalidity   or
unenforceability  shall not affect any other  provisions or applications of this
Agreement which can be effective without the invalid or unenforceable  provision
or application,  and such invalidity or unenforceability shall not invalidate or
render unenforceable such provision in any other jurisdiction.

16. REMEDIES  CUMULATIVE;  NO WAIVER. No remedy conferred on Executive or on the
Company by this  Agreement is intended to be exclusive of any other remedy,  and
each and every remedy shall be cumulative  and shall be in addition to any other
remedy given under this  Agreement or now or later existing at law or in equity.
No delay or omission by  Executive  or by the Company in  exercising  any right,
remedy or power under this  Agreement  or  existing at law or inequity  shall be
construed as a waiver of such right, remedy or power, and any such right, remedy
or power may be  exercised  by Executive or the Company from time to time and as
often as is expedient or necessary.

17.  GOVERNING  LAW.  This  Agreement  shall be  governed  by and  construed  in
accordance  with  the  laws of the  State  of  Florida,  without  regard  to any
applicable conflicts of laws.

                                      -11-
<PAGE>

18. COUNTERPARTS. This Agreement may be signed by Executive and on behalf of the
Company in one or more counterparts, each of which shall be one original but all
of which together will constitute one and the same instrument.

19.INDEMNIFICATION. To the fullest extent permitted by applicable law, Executive
shall be indemnified  and held harmless by the Company against any loss, cost or
expense incurred by Executive in connection with any claim, proceeding,  suit or
action,  whether civil,  criminal,  administrative,  investigative or otherwise,
including, without limitation, counsel fees incurred in the defense thereof, any
settlement thereof and/or judgments rendered therein,  as to which Executive may
become involved by reason of Executive's employment by the Company, or by reason
of any decision, action or omission by or of Executive made in good faith in the
course of  performance  by  Executive  of  Executive's  duties  for the  Company
pursuant to this  Agreement.  If so requested by  Executive,  the Company  shall
advance (within two business days) funds to Executive to pay such expenses.

If this  Agreement  correctly  sets forth our  agreement on its subject  matter,
please sign and return to me the enclosed  copy of this  Agreement.  Please keep
the other copy for Executive's records.


        IN WITNESS WHEREOF,  this Agreement has been executed by the Company and
Executives as of the date first written above.


                                    Latitude Solutions, Inc.

                                    By: _________________________________

                                    Name: Matthew J. Cohen

                                    Title:   Chief Financial Officer


                                    ACCEPTED:

                                    By:  _________________________________

                                    Name: Harvey Kaye

                                    Title:   Chief Executive Officer


















                                      -12-
<PAGE>

                ADDENDUM TO LETTER AGREEMENT DATED MARCH 31, 2009


The following  provisions shall apply to the calculation and procedures relating
to the Gross-Up Payment in accordance With Section 8 of the Agreement.

1 . The Company's independent auditors in the fiscal year in which the Change of
Control  occurs  (the  "Accounting  Firm")  shall  determine  Whether and when a
Gross-Up  Payment is  required,  the  amount of such  Gross-Up  Payment  and the
assumptions to be used in making such  determination.  The Accounting Firm shall
provide detailed supporting  calculations,  together with a written opinion with
respect to the  accuracy  of such  calculations,  to  Executive  and the Company
within  15  business  days of the  receipt  of a  written  request  from  either
Executive  or the  Company.  If the  Accounting  Firm is serving  (or has served
Within the three years preceding the Change in Control) as accountant or auditor
for the person in control of the Company  following the Change of Control or any
affiliate  thereof,   Executive  may  appoint  another   nationally   recognized
accounting  firm to make the  determinations  required  in  connection  with the
Gross-Up Payment and the substitute accounting firm shall then be referred to as
the  Accounting  Firm).  The Company shall pay  Executive any Gross-Up  Payment,
determined in accordance with this Addendum,  within five days of the receipt of
the Accounting  Firm's  determination.  If the Accounting  Firm  determines that
Executive will not be liable for any Excise Tax, it shall furnish Executive with
a written  opinion  that  Executive's  failure  to report  the Excise Tax on the
applicable  federal  income tax return would not result in the  imposition  of a
negligence or similar penalty. Any determination by the Accounting Firm shall be
binding upon Executive and the Company.

2. If there is  uncertainty  about how  Section  4999 is to be applied  when the
Accounting  Firm makes its initial  determination,  and as a result the Gross-Up
Payment made to  Executive by the Company is  determined  (after  following  the
procedures  set forth in this Addendum) to be less than it should have been made
(an "Underpayment"), and Executive is thereafter required to pay any Excise Tax,
the Accounting Firm shall determine the amount of the  Underpayment and any such
Underpayment  shall  be  promptly  paid  by  the  Company  to  Executive  or for
Executive's benefit.

3.  Executive  shall  notify the Company in writing of any claim by the Internal
Revenue Service that, if successful,  would require the Company to pay Executive
the Gross-Up Payment.  Executive's  notice shall be given as soon as practicable
but no later than ten business days after Executive has been informed in writing
of such claim and shall  apprise the Company of the nature of such claim and the
date on which such claim is requested to be paid.  Executive  shall not pay such
claim prior to the  expiration of the 30 day period  following the date on which
Executive gave such notice to the Company (or any shorter  period,  if the taxes
claimed are due sooner).  If the Company notifies  Executive in writing prior to
the  expiration of such period that it desires to contest such claim,  Executive
shall: (a) give the Company any information  reasonably requested by it relating
to such claim,  (b) take such action in connection with contesting such claim as
the Company shall  reasonably  request in writing from time to time,  including,
without limitation, accepting legal representation with respect to such claim by
an attorney reasonably  selected by the Company,  (c) cooperate with the Company
in good faith in order  effectively  to contest  such claim,  and (d) permit the
Company to participate in any proceedings relating to such claim.

4. The Company  shall  control all  proceedings  taken in  connection  with such
contest and, at its sole option,  may pursue or forgo any and all administrative
appeals,  proceedings,  hearings and  conferences  with the taxing  authority in
connection with the claim and may, at its sole option,  either direct  Executive

<PAGE>

to pay the tax  claimed  and  sue for a  refund  or  contest  the  claim  in any
permissible  manner,  and  Executive  agrees  to  prosecute  the  contest  to  a
determination  before  any  administrative  tribunal,  in  a  court  of  initial
jurisdiction and in one or more appellate courts as the Company shall determine.

5. Any  extension  by the  Company of the  statute of  limitations  relating  to
payment of taxes for the taxable year for which such contested  amounts  claimed
to be due  shall be  limited  solely to such  contested  amount.  The  Company's
control  of the  contest  shall be  limited  to issues  with  respect to which a
Gross-Up  Payment would be payable under this  Agreement and Executive  shall be
entitled to settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority.

6. If the Company directs Executive to pay such claim and sue for a refund,  the
Company  shall  advance  the  amount  of  such  payment  to  Executive,   on  an
interest-free  basis,  and shall  indemnify and hold Executive  harmless,  on an
after-tax  basis,  from any  Excise  Tax or income tax  (including  interest  or
penalties  with  respect  thereto)  imposed with respect to such advance or with
respect to any imputed income with respect to such advance.

7. If  Executive  receives a refund of any amount  advanced to  Executive by the
Company,  Executive  will  promptly pay to the Company the amount of such refund
(together  with any interest  paid or credited  thereon  after taxes  applicable
thereto).  If the Company  advanced to Executive any amounts and a determination
is made that  Executive  will not be entitled to any refund with respect to such
claim and the  Company  does not  notify  Executive  in writing of its intent to
contest  such denial of,  refund prior to the  expiration  of 30 days after such
determination,  then such advance  shall be forgiven and  Executive  will not be
required to be repay it. The amount of such  advance  shall offset the amount of
the Gross-Up Payment required to be paid.

8. The Company  shall pay all fees and  expenses  of the  Accounting  Firm.  The
Company shall bear and pay directly all costs and expenses (including additional
interest  and  penalties)  incurred in  connection  with such  contest and shall
indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax
or income tax (including interest and penalties with respect thereto) imposed as
a result of such representation and payment of costs and expenses.