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AT WILLEMPLOYMENTAGREEMENT

THIS
  AT WILLEMPLOYMENTAGREEMENT(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 Andrew Martyn-Smith (Employee), 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 Employee as an employee of the Company.

AGREEMENTS:

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

|1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | POSITION ANDDUTIES                                                                                                      
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                         
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|1.2ACCEPTANCE.Employee 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. Employee agrees to the
        best of the Employee's ability and experience that the Employee will at
        all times loyally and conscientiously perform all of the duties and obligations
        required of the Employee pursuant to this Agreement.
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|2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | COMPENSATION
      The Company shall compensate Employee for his services
        pursuant to this Agreement as follows:
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|2.1SALARY.Employee shall be entitled to receive a salary of not less than $72,000
        per annum, which amount shall be paid in accordance with the Company policies
        and procedures. Salary pay periods will be one month or less.                                                                                                                                                                                                                                                                                                                             
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|3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | BUSINESSDISCLOSURES
        ANDPROPRIETARYRIGHTS                                                                        

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3.1
          NONDISCLOSUREAGREEMENT.
  Concurrently with the execution of this Agreement, Employee shall execute a
  Nondisclosure Agreement in form acceptable to the Company. Employee shall observe
  and discharge all obligations imposed upon Employee by such agreement.

3.2
          COMPETITION.Except
  with the prior express written authorization of the Company's Board, Employee
  shall not, during his 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, employee, 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
  Employee has worked or with which Employee has come into contact or of which
  Employee has gained knowledge during the term of his 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 Employee's obligations and duties under this Agreement.

3.3
          NONSOLICITATION.During the term of Employees employment by the Company and for a period
  of two (2) years following termination of Employees employment with the
  Company for any reason, Employee shall not (a) solicit or otherwise cause or
  induce any employee 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

Employee
  acknowledges and agrees that his employment with the Company is deemed at
  will, and that either he or the Company may terminate his employment at
  any time, with or without Good Cause or reason. Good Cause shall
  exist only if Employee has been engaged in fraud or in any other intentional
  misconduct adversely affecting the business reputation of the company in a material
  manner. Nothing in this Agreement is intended or shall be construed either (a)
  to entitle Employee to remain employed by the Company for any period of time,
  or (b) to limit the right and power of the Company to terminate Employees
  employment at any time, either with or without Good Cause or reason. Employee
  further acknowledges and agrees that this provision and the Employees status
  as an "at will" employee cannot be changed in anyway unless done so by the express
  written order of the Board of the Company.

4.1
          TERMINATION BYCOMPANY.
  Nothing contained in this Agreement shall be construed as an indication that
  the Employee shall be employed for any particular period or length of time.
  Employee

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understands and agrees that the Company may terminate this
  Agreement at any time with or without Good Cause upon delivery of written notice
  to Employee. Upon any such termination, the Company shall be obligated to pay
  to Employee all accrued and unpaid compensation attributable to the period ending
  on the effective date of the termination of Employees employment. The
  Company shall also be obligated to pay to Employee severance in connection with
  any such termination one year of Employees salary at the time of termination
  for termination without Good Cause, and six months of Employees salary
  at the time of termination for termination with Good Cause. Severence payment
  shall be made in full within 5 days of termination.

4.2TERMINATION WITHOUTGOODCAUSE

Employee
  shall be deemed to have been terminated hereunder without Good Cause under any
  of the following circumstances: (i) upon Employees discharge or dismissal
  without Good Cause, or (ii) upon the occurrence of any of the following (a)
  the assignment to Employee of any duties materially inconsistent with Employees
  position, duties, responsibilities or status with the Company, or the removal
  of Employee from, or any failure to re-appoint Employee to, any such position,
  (b) a reduction in or failure to maintain Employees level of compensation
  and benefits, (c) relocation of Employees place of work to a location
  that is not within 35 miles of Employees residence on the date of execution
  of this agreement, (d) failure of the Company to maintain a Directors
  and Officers insurance policy with a minimum coverage of $5,000,000.

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.
  Employee 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 either party may have by reason of either
  party'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. EMPLOYEE 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

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OR DISPUTE IN ANY OTHER FORUM, provided, however, that Employee
  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 representatives. This Agreement is personal
  to Employee 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.

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|                                            | COMPANY:                    |                         |      | EMPLOYEE:                  
|------------------------------------------- | ----------------------------- | ----------------------- | ---- | -----------------------------
|                                            |                               |                         |      |                              
|TURBODYNETECHNOLOGIES,
      INC., a Nevada |                               |                         |     
|corporation                                 |                               |                         |     
|                                            |                               |                         |      |                              
|By                                          | /s/
      Andrew Martyn-Smith |                         | By   | /s/
      Andrew Martyn-Smith
|                                            | /s/
      Eugene O'Hagen      |                         |      |                              
|                                            |                               |                         |      |                              
|Date                                        |                               |                         | Date |                              
|                                            |                               |                         |      |                              
|Turbodyne Technologies Inc                  |                               | Andrew Martyn-Smith    
|6155 Carpinteria Avenue                     |                               | 1355A Virginia Road    
|Carpinteria, Ca 93013                       |                               | Santa Barbara, Ca 93108

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