Exhibit 10.2


                               Employment Contract
                               -------------------

THIS EMPLOYMENT CONTRACT dated this 8th day of May, 2009

BETWEEN:

      Marine Exploration Inc of 535 16th Street Suite 820, Denver, CO 80202
                                (the "Employer")
                                                               OF THE FIRST PART
                                     - AND -

                                Mark Goldberg of
                                (the "Employee")
                                                              OF THE SECOND PART

BACKGROUND:

A.   The Employer is duly incorporated, organized and existing under the laws of
     the State of Colorado.

B.   The Employer is of the opinion that the Employee has the necessary
     qualifications, experience and abilities to assist and benefit the Employer
     in its business.

C.   The Employer desires to employ the Employee and the Employee has agreed to
     accept and enter such employment upon the terms and conditions set out in
     this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and
obligations set forth in this Agreement, the receipt and sufficiency of which
consideration is hereby acknowledged, the parties to this Agreement agree as
follows:

     Governing Law
     -------------

1.   This Agreement will be construed in accordance with and governed by the
     laws of the State of Colorado

     Commencement Date and Term
     --------------------------

2.   The Employee will commence full-time employment with the Employer on May 1,
     2009 (the 'Commencement Date').

3.   Subject to termination as provided in this Agreement, the term of this
     Agreement will be for a period of four years, commencing on the
     Commencement Date. At the expiration date of this Agreement, this Agreement
     will be considered renewed for regular periods of one year, provided
     neither party submits a notice of termination. The parties acknowledge that
     various provisions of this Agreement survive past termination of
     employment.


<PAGE>
     Position and Duties
     -------------------

4.   The Employer agrees to employ the Employee as a Chief Executive Officer
     (CEO) to Day to day management of the company's affairs, and the Employee
     agrees to be employed on the terms and conditions set out in this
     Agreement. The Employee agrees to be subject to the general supervision of
     and act pursuant to the orders, advice and direction of the Employer.

5.   The Employee will perform any and all duties now and later assigned to the
     Employee by the Employer. The Employee will also perform such other duties
     as are customarily performed by one holding such a position in other, same
     or similar businesses or enterprises as that engaged in by the Employer.

6.   The Employee agrees to abide by the Employer's rules, regulations, and
     practices, including those concerning work schedules, vacation and sick
     leave, as they may from time to time be adopted or modified.

     Employee Compensation
     ---------------------

7.   For the services rendered by the Employee as required by this Agreement,
     the Employer will pay to the Employee a salary set from time to time in
     accordance with the Employer's policy while this Agreement is in force, of
     up to $30,000 per month. The Employer is entitled to deduct from the
     Employee's compensation any applicable deductions and remittances as
     required by law.

8.   The Employee understands that the Employee's compensation as provided in
     this Agreement will constitute the full and exclusive monetary
     consideration and compensation for all services performed by the Employee
     and for the performance of all the Employee's promises and obligations in
     this Agreement.

9.   The Employee understands and agrees that any additional compensation to the
     Employee (whether a bonus or other form of additional compensation) will
     rest in the sole discretion of the Employer and that the Employee will not
     earn or accrue any right to additional compensation by reason of the
     Employee's employment.

10.  The Employer will reimburse the Employee for all necessary expenses
     incurred by the Employee while traveling pursuant to the Employer's
     directions.

11.  The Employer agrees to permit a reasonable degree of flexibility in work
     hours. In cases where extra time is worked in a day or a week, the employee
     waives any right to overtime pay or to equivalent time off in place of
     overtime pay.

     Employee Benefits
     -----------------

12.  The Employee will be entitled to only those additional benefits that are
     currently in place for the Employer's employees as set out in the
     Employer's booklets and manuals.

13.  All benefits provided by the Employer are in the Employer's sole discretion
     and are subject to change, without compensation, upon the Employer
     providing the Employee with 60 days written notice of such change to the
     benefits.


<PAGE>
14.  The Employee will be entitled in each year to such vacations as are
     stipulated by the Employer's policies.

     Duty to Devote Full Time
     ------------------------

15.  The Employee agrees to devote full-time efforts to her duties as an
     Employee of the Employer.

     Avoiding Conflict of Opportunities
     ----------------------------------

16.  It is understood and agreed that any business opportunity relating to or
     similar to the Employer's current or anticipated business opportunities
     (with the exception of personal investments in less than 5% of the equity
     of a business, investments in established family businesses, real estate,
     or investments in stocks and bonds traded on public stock exchanges) coming
     to the attention of the Employee during the Employee's employment is an
     opportunity belonging to the Employer. Therefore, the Employee will advise
     the Employer of the opportunity and cannot pursue the opportunity, directly
     or indirectly, without the written consent of the Employer.

17.  Without the written consent of the Employer, the Employee further agrees
     not to: a. solely or jointly with others undertake or join any planning for
     or organization of any business activity competitive with the current or
     anticipated business activities of the Employer; and b. directly or
     indirectly, engage or participate in any other business activities that the
     Employer, in its reasonable discretion, determines to be in conflict with
     the best interests of the Employer.

     Inability to Contract for Employer
     ----------------------------------

18.  In spite of anything contained in this Agreement to the contrary, the
     Employee will not have the right to make any contracts or commitments for
     or on the behalf of the Employer without first obtaining the express
     written consent of the Employer.

     Insurance
     ---------

19.  The Employee is a valued and integral part of the Employer and the loss of
     her services to the Employer would cause a severe hardship and economic
     loss to the Employer. The Parties agree that the Employee will:

     a.   permit the Employer, at any time and from time to time, at its option,
          and at its cost, to insure her life under a policy or policies of life
          insurance issued by a life insurance company or companies selected by
          the Employer;
     b.   name the Employer as sole beneficiary in the insurance policy;
     c.   do any and all acts and things, and execute and deliver all or any
          instruments, paper and documents, which will be reasonably demanded by
          the Employer or the insurer for the purpose of applying for,
          obtaining, maintaining, canceling, converting, reinstating, or
          liquidating such insurance policy or policies, or collecting the
          proceeds from such insurance policy or policies including but not
          limited to, such as will be necessary to vest in the Employer and any
          and all rights, powers, privileges, options or benefits to and under
          such insurance policies;

<PAGE>
     d.   submit to all necessary physical or other examinations required to
          effect such policies of insurance.

20.  The Employer will use its best efforts when dealing with potential insurers
     to require such insurers to treat all information provided to it by the
     Employee as confidential.

     Confidential Information and Assignment of Inventions
     -----------------------------------------------------

21.  The Employee acknowledges in any position the Employee may hold, in and as
     a result of the Employee's employment by the Employer, the Employee will,
     or may, be making use of, acquiring or adding to information about certain
     matters and things which are confidential to the Employer and which
     information is the exclusive property of the Employer, including, without
     limitation:

     a.   'Confidential Information' means all data and information relating to
          the business and management of Employer, including proprietary and
          trade secret technology and accounting records to which access is
          obtained by the Employee, including Work Product, Computer Software,
          Other Proprietary Data, Business Operations, Marketing and Development
          Operations, and Customers. Confidential Information will also include
          any information that has been disclosed by a third party to the
          Employer and governed by a non-disclosure agreement entered into
          between the third party and the Employer. Confidential Information
          will not include information that:
          i.   is generally known in the industry of the Employer;
          ii.  is now or subsequently becomes generally available to the public
               through no wrongful act of the Employee;
          iii. the Employee rightfully had in its possession prior to the
               disclosure to Employee by the Employer;
          iv.  is independently created by the Employee without direct or
               indirect use of the Confidential Information; or
          v.   the Employee rightfully obtains from a third party who has the
               right to transfer or disclose it. b. 'Work Product' means work
               product resulting from or related to work or projects performed
               or to be performed for the Employer or for clients of the
               Employer, of any type or form in any stage of actual or
               anticipated research and development;

     c.   'Computer Software' which means computer software resulting from or
          related to work or projects performed or to be performed for the
          Employer or for clients of the Employer, of any type or form in any
          stage of actual or anticipated research and development, including but
          not limited to programs and program modules, routines and subroutines,
          processes, algorithms, design concepts, design specifications (design
          notes, annotations, documentation, flowcharts, coding sheets, and the
          like), source code, object code and load modules, programming, program
          patches and system designs;


<PAGE>
     d.   'Other Proprietary Data' means information relating to the Employer's
          proprietary rights prior to any public disclosure of such information,
          including but not limited to the nature of the proprietary rights,
          production data, technical and engineering data, test data and test
          results, the status and details of research and development of
          products and services, and information regarding acquiring,
          protecting, enforcing and licensing proprietary rights (including
          patents, copyrights and trade secrets);

     e.   'Business Operations' means internal personnel and financial
          information, vendor names and other vendor information (including
          vendor characteristics, services and agreements), purchasing and
          internal cost information, internal services and operational manuals,
          and the manner and methods of conducting the Employer's business;

     f.   'Marketing and Development Operations' means marketing and development
          plans, price and cost data, price and fee amounts, pricing and billing
          policies, quoting procedures, marketing techniques and methods of
          obtaining business, forecasts and forecast assumptions and volumes,
          and future plans and potential strategies of the Employer which have
          been or are being discussed; and ' g. 'Customers' means names of
          customers and their representatives, contracts and their contents and
          parties, customer services, data provided by customers and the type,
          quantity and specifications of products and services purchased,
          leased, licensed or received by clients of the Employer.

     Confidential Obligations
     ------------------------

22.  The Employee agrees that a material term of the Employee's contract with
     the Employer is to keep all Confidential Information absolutely
     confidential and protect its release from the public. The Employee agrees
     not to divulge, reveal, report or use, for any purpose, any of the
     Confidential Information which the Employee has obtained or which was
     disclosed to the Employee by the Employer as a result of the Employee's
     employment by the Employer. The Employee agrees that if there is any
     question as to such disclosure then the Employee will seek out senior
     management of the Employer prior to making any disclosure of the Employer's
     information that may be covered by this Agreement.

23.  The obligations to ensure and protect the confidentiality of the
     Confidential Information imposed on the Employee in this Agreement and any
     obligations to provide notice under this Agreement will survive the
     expiration or termination, as the case may be, of this Agreement and will
     continue for a period of five (5) years from the date of such expiration or
     termination.

24.  The Employee may disclose any of the Confidential Information:
     a.   to a third party where Employer has consented in writing to such
          disclosure; and
     b.   to the extent required by law or by the request or requirement of any
          judicial, legislative, administrative or other governmental body,
          however, the Employee will first have given prompt notice to the
          Employer of any possible or prospective order (or proceeding pursuant
          to which any order may result), and the Employer will have been
          afforded a reasonable opportunity to prevent or limit any disclosure.


<PAGE>
     Ownership and Title
     -------------------

25.  The Employee acknowledges and agrees that all rights, title and interest in
     any Confidential Information will remain the exclusive property of the
     Employer. Accordingly, the Employee specifically agrees and acknowledges
     that she will have no interest in the Confidential Information, including,
     without limitation, no interest in know-how, copyright, trade-marks or
     trade names, notwithstanding the fact that she may have created or
     contributed to the creation of the same.

26.  The Employee does hereby waive any moral rights that she may have with
     respect to the Confidential Information.

27.  This Agreement will not apply in respect of any intellectual property,
     process, design, development, creation, research, invention, know-how,
     trade names, trade-marks or copyrights for which:

     a.   no equipment, supplies, facility or Confidential Information of the
          Employer was used, b. was developed entirely on the Employee's own
          time, and c. does not:

          i.   relate to the business of the Employer,

          ii.  relate to the Employee's actual or demonstrably anticipated
               processes, research or development or

          iii. result from any work performed by the Employee for the Employer.

28.  The Employee agrees to immediately disclose to the Employer all
     Confidential Information developed in whole or in part by the Employee
     during the term of the Employee's employment with the Employer and to
     assign to the Employer any right, title or interest the Employee may have
     in the Confidential Information. The Employee agrees to execute any
     instruments and to do all other things reasonably requested by the Employer
     (both during and after the Employee's employment with the Employer) in
     order to vest more fully in the Employer all ownership rights in those
     items transferred by the Employee to the Employer.

     Return of Confidential Information
     ----------------------------------

29.  The Employee agrees that, upon request of the Employer or upon termination
     or expiration, as the case may be, of employment, the Employee will turn
     over to the Employer all documents, disks or other computer media, or other
     material in the possession or control of the Employee that:

     a.   may contain or be derived from ideas, concepts, creations, or trade
          secrets and other proprietary and Confidential Information as defined
          in this Agreement; or

     b.   connected with or derived from the Employee's services to the
          Employer.

<PAGE>

     Non-Solicitation
     ----------------

30.  Any attempt on the part of the Employee to induce others to leave the
     Employer's employ, or any effort by the Employee to interfere with the
     Employer's relationship with its other employees and contractors would be
     harmful and damaging to the Employer. The Employee agrees that during the
     term of her employment with the Employer and for a period of three (3)
     years after the end of that term, the Employee will not in any way,
     directly or indirectly:

     a.   induce or attempt to induce any employee or contractor of the Employer
          to quit employment or retainer with the Employer;
     b.   otherwise interfere with or disrupt the Employer's relationship with
          its employees and contractors;
     c.   discuss employment opportunities or provide information about
          competitive employment to any of the Employer's employees or
          contractors; or
     d.   solicit, entice, or hire away any employee or contractor of the
          Employer. This obligation will be limited to those that were employees
          or contractors of the Employer when the Employee was employed by the
          Employer.

     Non-Competition
     ---------------

31.  Other than through employment with a bona-fide independent party, or with
     the express written consent of the Employer, which will not be unreasonably
     withheld, the Employee will not, during the continuance of this Agreement
     or within four (4) years after the termination or expiration, as the case
     may be, of this Agreement, be directly or indirectly involved with a
     business which is in direct competition with the particular business line
     of the Employer that the Employee was working during any time in the last
     year of employment with the Employer.

32.  For a period of four (4) years from the date of termination or expiration,
     as the case may be, of the Employee's employment with the Employer, the
     Employee will not divert or attempt to divert from the Employer any
     business the Employer had enjoyed, solicited, or attempted to solicit, from
     its customers, prior to termination or expiration, as the case may be, of
     the Employee's employment with the Employer.

     Termination Due to Discontinuance of Business
     ---------------------------------------------

33.  In spite of anything contained in this Agreement to the contrary, in the
     event that the Employer will discontinue operating its business at the
     location where the Employee is employed, then, at the Employer's sole
     option, this Agreement will terminate as of the last day of the month in
     which the Employer ceases operations at such location with the same force
     and effect as if such last day of the month were originally set as the
     termination date of this Agreement.


<PAGE>
     Termination For Disability
     --------------------------

34.  In spite of anything contained in this Agreement to the contrary, the
     Employer has the sole option to terminate this Agreement in the event that
     the Employee, during the term of this Agreement, becomes Permanently
     Disabled, as defined in this Agreement. Such option will be exercised by
     the Employer giving notice to the Employee by personally delivering to the
     Employee or by registered mail addressed to the Employee of the Employer's
     intention to terminate this Agreement on the last day of the month during
     which such notice is mailed. On the giving of such notice, this Agreement
     will cease on the last day of the month in which the notice is so delivered
     or mailed, with the same force and effect as if such last day of the month
     was the date originally set forth in this Agreement as the termination date
     of this Agreement.

35.  For the purposes of this Agreement, the Employee will be deemed to have
     become permanently disabled, if, during any year of the term of this
     Agreement, because of ill health, physical or mental disability or for
     other causes beyond the Employer's control, she will have been continuously
     unable or unwilling or will have failed to perform her duties under this
     Agreement for 60 consecutive days, or if, during any year of the term of
     this Agreement, the Employee will have been unable or unwilling or will
     have failed to perform her duties for a total period of 120 days,
     irrespective of whether or not such days are consecutive. For the purposes
     of this Agreement, the term 'any year of the term of this Agreement' means
     any 12 calendar month period commencing on 1st day of January, and
     terminating on 31st day of December, during the term of this Agreement.

     Termination of Employment
     -------------------------

36.  Where the Employee has breached any of the terms of this Agreement or where
     there is just cause for termination, the Employer may terminate the
     Employee's employment without notice.

37.  The Employee and the Employer agree that reasonable and sufficient notice
     of termination of employment by the Employer is the greater of two weeks
     and any notice required under any relevant employment legislation.

38.  If the Employee wishes to terminate her employment with the Employer, the
     Employee will provide the Employer with two weeks' notice. As an
     alternative, if the Employee co-operates with the training and development
     of a replacement, then sufficient notice is given if it is sufficient
     notice to allow the Employer to find and train the replacement.

39.  Should the Employee terminate her employment pursuant to this Agreement,
     and there is no constructive dismissal, the Employee agrees to be
     reasonably available as a consultant for the purposes of maintaining any
     projects or developments created while employed by the Employer. The
     Employee agrees to negotiate the terms of the consulting work in good
     faith. In her capacity as a consultant for the Employer pursuant to this
     paragraph, the Employee agrees to provide her present residential address
     and telephone number as well as her business address and telephone number.

40.  The time specified in the notice by either the Employee or the Employer may
     expire on any day of the month and upon the date of termination the
     Employer will forthwith pay to the Employee any outstanding portion of the
     wage, accrued vacation and banked time, if any, calculated to the date of
     termination. Notwithstanding the date of termination, the Employee
     acknowledges and agrees to diligently execute and complete her employment
     responsibilities to the Employer at the reasonable direction of the
     Employer. Failure of the Employee to responsibly execute her obligations to
     the Employer during the notice period will be considered to be an
     abandonment of her obligations and will be sufficient cause for immediate
     termination of the Employee without compensation or notice.


<PAGE>
     Remedies
     --------

41.  The Employee agrees and acknowledges that the Confidential Information is
     of a proprietary and confidential nature and that any disclosure of the
     Confidential Information to a third party in breach of this Agreement
     cannot be reasonably or adequately compensated for in money damages, would
     cause irreparable injury to Employer, would gravely affect the effective
     and successful conduct of the Employer's business and goodwill, and would
     be a material breach of this Agreement.

42.  In the event of a breach or threatened breach by the Employee of any of the
     provisions of this Agreement, the Employee agrees that the Employer is
     entitled to, in addition to and not in limitation of any other rights and
     remedies available to the Employer at law or in equity, to a permanent
     injunction in order to prevent or restrain any such breach by the Employee
     or by the Employee's partners, agents, representatives, servants,
     employees, and/or any and all persons directly or indirectly acting for or
     with the Employee.

43.  The Employee agrees to co-operate with the Employer following termination
     by providing documentation and other information to permit the Employer to
     evaluate whether the Employee is honoring her post-employment obligations
     set out in this Agreement.

     Severability
     ------------

44.  Employer and Employee acknowledge that this Agreement is reasonable, valid
     and enforceable. However, if a court of competent jurisdiction finds any of
     the provisions of this Agreement to be too broad to be enforceable, it is
     the parties' intent that such provision be reduced in scope by the court
     only to the extent deemed necessary by that court to render the provision
     reasonable and enforceable, bearing in mind that it is the Employee's
     intention to give the Employer the broadest possible protection against
     disclosure of the Confidential Information, against the Employee soliciting
     the Employer's employees and contractors and against the Employee using
     such Confidential Information in competing with the Employer.

45.  In the event that any of the provisions of this Agreement will be held to
     be invalid or unenforceable in whole or in part, those provisions to the
     extent enforceable and all other provisions will nevertheless continue to
     be valid and enforceable as though the invalid or unenforceable parts had
     not been included in this Agreement and the remaining provisions had been
     executed by both parties subsequent to the expungement of the invalid
     provision.

     Notices
     -------

46.  If Employee loses or makes unauthorized disclosure of any of the
     Confidential Information, the Employee will immediately notify the Employer
     and take all reasonable steps necessary to retrieve the lost or improperly
     disclosed Confidential Information.


<PAGE>
47.  All notices, requests, demands or other communications required or
     permitted by the terms of this Agreement will be given in writing and
     either served personally or sent by facsimile or e-mail. The address for
     any notice to be delivered to any of the parties to this Agreement is as
     follows:

     a.   Marine Exploration Inc: 535 16th Street Suite 820, Denver, CO 80202
          Fax #: 303-534-2400 Email: info@mexp.biz

     b.   Mark Goldberg: Fax #: Email: mgoldb5217@aol.com

     or to such other address as to which any Party may from time to time notify
     the other.

     Modification of Agreement
     -------------------------

48.  Any amendment or modification of this Agreement or additional obligation
     assumed by either party in connection with this Agreement will only be
     binding if evidenced in writing signed by each party or an authorized
     representative of each party.

     Governing Law
     -------------

49.  It is the intention of the parties to this Agreement that this Agreement
     and the performance under this Agreement, and all suits and special
     proceedings under this Agreement, be construed in accordance with and
     governed, to the exclusion of the law of any other forum, by the laws of
     the State of Colorado, without regard to the jurisdiction in which any
     action or special proceeding may be instituted.

     Additional Provisions
     ---------------------

50.  Stock Conversion. Pursuant to this contract Goldberg will be allowed to
     convert a $5000 note, advanced on behalf of the Company into 30,000,000
     (thirty million) common shares of stock, subject to a group sale plan and
     leakage agreement

51.  Control Affiliate. Goldberg will be a control affiliate and executive as
     defined under Rule 501(b) and Rule 501(f).

52.  Hoss Capital limited membership / split proceeds arrangement. As additional
     incentive certain members of the company's founder team will include
     Goldberg or designee as a limited member of Hoss Capital LLC in a split
     proceeds / limited membership agreement which shall be attached to this
     contract as exhibit B. General Provisions

53.  Headings are inserted for the convenience of the parties only and are not
     to be considered when interpreting this Agreement. Words in the singular
     mean and include the plural and vice versa. Words in the masculine mean and
     include the feminine and vice versa.

54.  The Employee is liable for all costs, expenses and expenditures including,
     and without limitation, the complete legal costs incurred by the Employer
     in enforcing this Agreement as a result of any default of this Agreement by
     the Employee.


<PAGE>
55.  No failure or delay by the Employer in exercising any power, right or
     privilege provided in this Agreement will operate as a waiver, nor will any
     single or partial exercise of such rights, powers or privileges preclude
     any further exercise of them or the exercise of any other right, power or
     privilege provided in this Agreement.

56.  This Agreement will inure to the benefit of and be binding upon the
     respective heirs, executors, administrators, successors and assigns, as the
     case may be, of the Employer and the Employee.

57.  This Agreement may be executed in counterparts. Facsimile signatures are
     binding and are considered to be original signatures.

58.  Time is of the essence in this Agreement.

59.  If there is a previous employment agreement between the parties to this
     Agreement, the parties agree that this Agreement will replace that previous
     employment agreement and the Employee acknowledges that this Agreement was
     entered into in consideration of a compensation increase commencing the
     start of this Agreement. The Employee acknowledges that it was agreed at
     that time that a new employment agreement would be entered into in
     consideration of the compensation increase.

60.  This Agreement constitutes the entire agreement between the parties and
     there are no further items or provisions, either oral or written. As of the
     effective date of this Agreement, this Agreement supersedes all other
     agreements between the parties. The parties to this Agreement stipulate
     that neither of them has made any representations with respect to the
     subject matter of this Agreement except such representations as are
     specifically set forth in this Agreement. Each of the parties acknowledges
     that it has relied on its own judgment in entering into this Agreement.

IN WITNESS WHEREOF Marine Exploration Inc has duly affixed its signature by a
duly authorized officer under seal and Mark Goldberg has duly signed under hand
and seal on this 8th Day of May 2009.




                                                 Marine Exploration Inc
//signed//                                       per:  //signed//
-------------------------------                       --------------------------
Witness                                               (SEAL)






//signed//                                            //signed//
-------------------------------                       --------------------------
Witness                                               Mark Goldberg




<PAGE>




                          LIMITED MEMBERSHIP AGREEMENT

This Limited Membership Agreement is between HOSS CAPITAL LLC, ("Hoss") a Texas
Limited Liability Company and Mark Goldberg, ("Goldberg"), and individual.
WHEREAS Hoss Capital LLC is the beneficial owner of 4.3million registered shares
in Marine Exploration Inc., OTCBB MEXP, ("the Marine Shares"), these shares
being currently registered for sale under Form SB-2 declared effective by the
SEC on September 17, 2007, and on deposit at Wachovia Securities, and desires to
retain Goldberg for management services for Hoss it is agreed that:


                              DEFINITION AND TERM:

This contract term will be one year and extendable by both parties. This shall
be a "limited membership" that shall entitle Goldberg profit for the
distribution defined below.

                                  GOVERNING LAW

This Agreement shall be governed under the Laws of the State of Colorado, and
disputes handled in Denver District Court.

                       INFORMATION AND ACCOUNT INFORMATION

Goldberg shall be granted account access for the Wachovia Securities Account
upon request to verify and review any account activity.

                              DISTRIBUTION AND SALE

1.   When mutually agreed upon shares will be sold through any applicable
     method, as a "prospectus sale" by Hoss Capital LLC, the Registered Holder.

2.   When mutually agreed upon funds / proceeds from these sales will be
     distributed as follows, net of all applicable fees including legal, Edgar
     filings and any other reasonable expenses:

a.   33% to Goldberg as a distribution under this Agreement

b.   67% to Hoss Capital LLC's members.



     Agreed to this 8th Day of May, 2009 by:





For Hoss Capital LLC                                 Mark Goldberg, Individually