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ATWILLEMPLOYMENTAGREEMENT

THISATWILLEMPLOYMENTAGREEMENT(the Agreement) is made and entered into, effective on the date
  set forth below, by and between Turbodyne Technologies Inc.,a Nevada
  corporation (the Company), and Marsha Chandler (Consultant),
  with reference to the following facts:

RECITALS:

The
  Company is in the business of commercializing certain technology for both automotive
  and non-automotive applications, and the parties have agreed to execute this
  Agreement in order to memorialize the terms and conditions on which the Company
  shall hire Consultant as a Consultant of the Company.

AGREEMENTS:

NOW,THEREFORE, the parties hereto, intending to be legally bound,
  do hereby agree as follows:

1. POSITION
  ANDDUTIES

1.1POSITION ANDTITLE.The Company hereby hires Consultant to serve as:

1.1.1Title: Executive Administrator

1.1.2Reports To: CEO/A. Martyn-Smith

1.2ACCEPTANCE.Consultant hereby accepts employment by the Company in the capacity set
  forth in Section 1.1, above, and agrees to perform the duties of such position
  from and after the effective date of this Agreement in a diligent, efficient,
  trustworthy, and businesslike manner. Consultant agrees to the best of the Consultant's
  ability and experience that the Consultant will at all times loyally and conscientiously
  perform all of the duties and obligations required of the Consultant pursuant
  to this Agreement. Consultant shall devote her exclusive business time to the
  performance of her duties under this Agreement.

2. COMPENSATION

The Company shall compensate Consultant for her services pursuant
  to this Agreement as follows:

2.1FEES.Consultant
  shall be entitled to receive a fee of $6,000 per month, which amount
  shall be paid in accordance with the Company policies and procedures. Such fee
  may be adjusted at any time or times as the Company's CEO may determine.

2.2EFFECTIVE DATE.February
  1, 2004

2.3BONUS. Provided
  that Consultant remains employed with the Company through January 31st of each
  year during the term hereof, Consultant shall be eligible to receive a discretionary
  annual bonus, payable in such amounts and based upon such factors pertaining
  to the performance of the Company and Consultant as are identified by the Consultant's
  supervisor from time to time. Any such bonus awarded hereunder shall be payable
  on or before February 15 th of each year, with respect to the performance of
  the Company and Consultant during the preceding period of twelve (12) months.
  Consultant understands that such

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bonus also depends on the performance of the Company as a whole
  and that no assurance can be given that any bonus will be paid regardless of
  Consultant's performance.

2.4FRINGEBENEFITS.Consultant also shall be entitled to sick/vacation pay and such other programs
  and benefits in accordance with the Company's policies.

3. BUSINESSDISCLOSURES ANDPROPRIETARYRIGHTS

3.1PROPRIETARYINFORMATION
  ANDINVENTIONASSIGNMENTAGREEMENT.
  Concurrently with the execution of this Agreement, Consultant shall execute
  a Proprietary Information and Invention Assignment Agreement in form acceptable
  to the Company. Consultant shall observe and discharge all obligations imposed
  upon Consultant by such agreement.

3.2COMPETITION.Except with the prior express written authorization of the Company's CEO,
  Consultant shall not, during her employment by the Company, directly or indirectly:

3.2.1
          Services.Perform or render
  any services of a business, professional or commercial nature, relating to services
  or products similar to those of the Company, to or for the benefit of any other
  person or firm, whether for compensation or otherwise;

3.2.2
          Competition. Engage in any
  activity directly or indirectly in competition with the Company's business,
  whether individually, as a partner, officer, director, Consultant, consultant,
  agent or greater than one percent (1.0%) shareholder of any other business entity;

3.2.3
          Solicitation. Engage in
  any activity for the purpose of influencing or attempting to influence the Company's
  customers or vendors, either directly or indirectly, to conduct business with
  any business enterprise competing or planning to compete with the Company;

3.2.4
          Competing Enterprise. Undertake
  or participate in any planning for or organization of any business activity
  that is or will be in competition with the Company in any field or area in which
  Consultant has worked or with which Consultant has come into contact or of which
  Consultant has gained knowledge during the term of her employment under this
  Agreement; or

3.2.5
          Other Activities. Engage
  in any other business activity that would materially interfere with the performance
  of any of Consultant's obligations and duties under this Agreement.

3.3NONSOLICITATION.During the term of Consultants employment by the Company and for a
  period of two (2) years following termination of Consultantss employment
  with the Company for any reason, Consultant shall not (a) solicit or otherwise
  cause or induce any Consultant of the Company to terminate employment with the
  Company or to commence employment with any other person or firm that competes
  or plans to compete directly against the Company, or (b) solicit or otherwise
  cause or induce any customer of or vendor to the Company to terminate its relationship
  with or reduce its volume of business with the Company.

4. ATWILLEMPLOYMENT

Consultant
  acknowledges and agrees that her employment with the Company is deemed at
  will, and that either she or the Company may terminate her employment
  at any time, with or without cause or reason. Consultant further acknowledges
  and agrees that she shall not be entitled to any severance or other consideration
  due to the Companys termination of her employment, except as set forth
  below. Nothing in this

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Agreement is intended or shall be construed either (a) to
  entitle Consultant to remain employed by the Company for any period of time,
  or (b) to limit the right and power of the Company to terminate Consultants
  employment at any time, either with or without cause or reason. Consultant further
  acknowledges and agrees that this provision and the Consultants status
  as an "at will" Consultant cannot be changed in anyway unless done so by the
  express written order of the CEO of the Company.

4.1TERMINATION BYCOMPANY. Nothing contained in this Agreement shall be construed
  as an indication that the Consultant shall be employed for any particular period
  or length of time. Consultant understands and agrees that the Company may terminate
  this Agreement at any time with or without cause upon delivery of written notice
  to Consultant. Upon any such termination, the Company shall be obligated to
  pay to Consultant all accrued and unpaid compensation attributable to the period
  ending on the effective date of the termination of Consultant=s employment.
  The Company shall not be obligated to pay any other compensation to Consultant
  in connection with any such termination.

5. MISCELLANEOUS

5.1NOTICES. All
  notices permitted or required by this Agreement shall be in writing, and shall
  be deemed to have been delivered and received (i) when personally delivered,
  or (ii) on the third (3rd) business day after the date on which deposited
  in the United States mail, postage prepaid, certified or registered mail, return
  receipt requested, or (iii) on the date on which transmitted by facsimile or
  other electronic means generating a receipt confirming a successful transmission.

5.2REMEDIES.
  Consultant acknowledges that any breach, violation or evasion of the terms of
  Sections 3, above, may result in immediate and irreparable injury and harm to
  Company and that the Company shall be entitled to the remedies of injunctive
  relief or specific performance, in addition to any other remedies available
  to the Company at law or in equity.

5.3EFFECT ONOTHERREMEDIES. Nothing in this Agreement is intended to preclude,
  and no provision of this Agreement shall be construed to preclude, the exercise
  of any other right or remedy which the Company may have by reason of Consultant's
  breach of his obligations under this Agreement.

5.4ARBITRATION.
  Except for a dispute in which any party is seeking the exercise of the equitable
  powers of a court, if any dispute arises under this Agreement and is not resolved
  within fifteen (15) days after one party delivers to each other party a written
  notice invoking the arbitration provisions of this Section 5.4, then such dispute
  shall be resolved by arbitration in Santa Barbara, California. The arbitration
  shall be conducted in accordance with the then effective provisions of the California
  Arbitration Act, California Code of Civil Procedure section 1282 et seq. before
  a single arbitrator. CONSULTANT AND THE COMPANY AGREE THAT ARBITRATION IS THE
  EXCLUSIVE MEANS FOR RESOLVING ANY DISPUTES BETWEEN THEM AND EXPRESSLY WAIVE
  ANY RIGHT TO SEEK RESOLUTION OF ANY CLAIM OR DISPUTE IN ANY OTHER FORUM, provided,
  however, that Consultant shall not be precluded from filing a workers compensation
  claim or a charge or complaint with the Equal Employment Opportunity Commission
  or Department of Labor or any other federal or state administrative agency nor
  shall the Company be precluded from pursuing the injunctive relief remedies
  described in section 5.2 above. This agreement to arbitrate shall be specifically
  enforceable. The decision of the arbitrator shall be final and binding on the
  parties to the dispute.

5.5BINDING ONSUCCESSORS;ASSIGNMENT. This Agreement shall be binding upon, and inure
  to the benefit of, each of the parties hereto, as well as their respective heirs,
  successors, assigns, and personal

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representatives. This Agreement is personal to Consultant
  and may not be assigned by him without the prior written consent of the Company.

5.6GOVERNINGLAW.
  This Agreement shall be construed in accordance with and shall be governed by
  the laws of the State of California, without regard to conflict of law principles.
  Each party consents to the jurisdiction of the courts of the State of California
  for the purposes of construing or enforcing this Agreement.

5.7SEVERABILITY.
  If any of the provisions of this Agreement shall otherwise contravene or be
  invalid under the laws of any state, country or other jurisdiction where this
  Agreement is applicable but for such contravention or invalidity, such contravention
  or invalidity shall not invalidate all of the provisions of this Agreement but
  rather it shall be construed, insofar as the laws of that state or other jurisdiction
  are concerned, as not containing the provision or provisions contravening or
  invalid under the laws of that state or jurisdiction, and the rights and obligations
  created hereby shall be construed and enforced accordingly.

5.8COUNTERPARTS.
  This Agreement may be executed in counterparts, each of which shall be deemed
  an original and all of which, taken together, shall be one and the same instrument,
  binding on all the signatories.

5.9FURTHERASSURANCES.
  Each party agrees, upon the request of another party, to make, execute, and
  deliver, and to take such additional steps as may be necessary to effectuate
  the purposes of this Agreement.

5.10ENTIREAGREEMENT;AMENDMENT. This Agreement and the agreements referenced herein
  (a) represent the entire understanding of the parties with respect to the subject
  matter hereof, and supersede all prior and contemporaneous understandings, whether
  written or oral, regarding the subject matter hereof.

INWITNESSWHEREOF,the parties hereto have executed this Agreement, effective as of the date
  set forth above.

|                                            | COMPANY:                  |  |      | EMPLOYEE:               
|------------------------------------------- | --------------------------- |  | ---- | --------------------------
|                                            |                             |  |      |                           
|TURBODYNETECHNOLOGIES,
      INC., a Nevada |                             |  |     
|corporation                                 |                             |  |     
|                                            |                             |  |      |                           
|By                                          | Andrew
      Martyn-Smith |  | By   | Marsha
      K. Chandler
|                                            |                             |  |      |                           
|Date                                        | 02/19/2004                  |  | Date | 02/19/2004                
|                                            |                             |  |      |                           
|Turbodyne Technologies Inc                  |                             | 
|6155 Carpinteria Avenue                     |                             | 
|Carpinteria, Ca 93013                       |                             | 

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