ex_10-1.htm


    
      

      

    

    Exhibit
10.1

     

     

    
      EMPLOYMENT  AGREEMENT

      


      This
Employment Agreement (“Agreement”) is entered into by
and between OCTuS, Inc.,
a Nevada corporation with principal offices at 719 Second Street, Suite 9, Davis, CA 95616 (“OCTuS” or the “Company”) and John Argo, an
individual with primary residence at [enter address] (“Employee”) effective as of
the  5th day of May, 2009 (the “Effective Date”), as
follows:

       

      AGREEMENT

       

      1.           Employment. OCTuS
wishes to employ Employee and Employee agrees to provide services for OCTuS on
the terms and conditions set forth below.

      


      2.           Employment; Scope of
Employment. Employee shall be employed as the Director of Energy Projects
& Finance of OCTuS, and shall have the authority, and the duties and
responsibilities as are assigned or modified by OCTuS’ Board of Directors,
provided, that such authority, and duties and responsibilities shall be
commensurate and consistent with Employee’s position.

       

      2.1           Best Efforts; Working
Time. Employee agrees to devote sufficient working time and best efforts
to perform Employee’s duties hereunder. There are three distinct time periods
through which the Employee will be full time and eligible for full
benefits.

      


      During
the Initial Period, herein defined as that period of time from the initiation of
this Agreement until the Company has Funding or Revenue sufficient to pay $5,000
per month to Employee, Employee shall devote a minimum of 20 hours per week
exclusively to Octus and will accrue $5,000 as short term debt to the
Company.

      


      During
the Second Period, herein defined as that period of time until the Company has
Funding or Revenue sufficient to pay $5,000 per month to Employee, Employee
shall receive $5,000 per month and shall work exclusively with Octus as a full
time Employee.

      


      During
the Third Period, herein defined as that period of time until the Company has
Funding or Revenue sufficient to pay a full salary of $10,000 per month,
Employee shall receive $10,000 per month and be eligible for bonus, benefits and
stock options as they become available.

      


      2.2           Supervision and Direction of
Services. All of Employee’s services hereunder shall be under the
supervision and direction of the Board of Directors of OCTuS.

      


      2.3           Rules. Employee shall
be bound by all the policies, rules and regulations of OCTuS now in force and by
all such other policies, rules and regulations as may be hereafter implemented
and shall faithfully observe and abide by the same. In the event that there is
any conflict between the terms of this Agreement and any of OCTuS’ policies,
rules and regulations, the terms of this Agreement shall govern.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      2.4           Exclusive
Services.  During the Term of this Agreement and any extension
of this Agreement, Employee shall not, directly or indirectly, whether as a
partner, employee, creditor, shareholder, independent contractor or otherwise,
promote, participate or engage in any activity or other business which is
competitive with OCTuS’ business operations, with the exception of Employee’s
relationship with Bloo Solar, Inc.; provided, however, that this provision shall
not preclude or prohibit Employee from holding or obtaining an indirect and
passive beneficial ownership, through a mutual fund or similar arrangement, of
up to one percent of any publicly-held company which is competitive with OCTuS
as long as Employee does not otherwise promote, participate or engage in the
business operations of such company. Employee agrees that Employee shall not
enter into an agreement to establish, form, contract with or become employed by
a competing business of OCTuS while Employee is employed by OCTuS.

      


      2.5           Non-Solicitation. To
the fullest extent permissible under applicable law, Employee agrees that both
during the term of this Agreement and for a period of two (2) years following termination of this Agreement,
Employee shall not take any action to induce employees or independent
contractors of OCTuS to sever their relationship with OCTuS and accept an
employment or an independent contractor relationship with any other
business.

      


      3.           Term and Termination;
Payments upon Termination.

      


      3.1           Term and Termination.
Unless earlier terminated as described below, OCTuS hereby employs the Employee
for a period commencing on the Effective Date and ending thirty-six (36) months
from the Effective Date (the “Term”). The Term shall be
extended automatically for successive one-year terms unless either party
notifies the other party in writing at least ninety (90) days prior to the
expiration of the then-effective Term of such party’s intention not to renew
this Agreement.

      


      3.1.1        Termination for
Cause.  “Cause” for termination of
Employee’s employment shall mean the occurrence of any of the
following:

      


      (a)           Employee
has breached a material term hereof, which remains uncured for thirty (30) days
after a written notice of breach (which notice shall describe the particulars of
Employee’s breach in sufficient detail to allow Employee the reasonable
opportunity to cure the breach, if susceptible of being cured within such thirty
(30) day period) and written demand for performance are delivered to Employee by
the Board of Directors;

      


      (b)          
Employee has been grossly negligent or engaged in material willful or gross
misconduct in the performance of Employee’s duties;

      


      (c)           Employee
has committed, as determined by the Board of Directors of OCTuS, or has been
convicted by a court of law of, fraud, moral turpitude, embezzlement, theft, or
dishonesty, or other similar criminal conduct, and such misconduct is committed
in connection with Employee’s employment with OCTuS;

       

      
        
          
          

        

        
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      (d)           Employee
has been convicted by a court of law of a felony involving fraud, moral
turpitude, embezzlement, theft, or dishonesty or other similar criminal
conduct;

      


      
        	
                 
      

              	
                (e)

              	
                Habitual
      misuse of alcohol or  drugs;
or

              


      

      


      (f)          
 Employee’s breach of the Nondisclosure and Noncompetition Agreement
attached hereto as Schedule 1, and
described in Section 6 herein.

      


      3.1.2        Termination for Good
Reason.

      


      (a)           Employee
may terminate this Agreement for “Good Reason.” As used herein, “Good Reason”
means (i) any material breach by OCTuS of this Agreement; (ii) the assignment of
duties to Employee by OCTuS that are not consistent or commensurate with and
Employee’s position as Director, Energy Projects & Finance of OCTuS (other
than any duties that are consistent and commensurate with a higher position, and
not including any reduction in Employee’s duties during any investigation or
proceedings initiated by OCTuS in good faith pursuant to Section 3.1.1 with
regard to a possible termination of Employee for Cause); (iii) the relocation of
Employee’s primary office location to outside of the initial metropolitan area
Employee is established in without Employee’s prior consent; (iv) the reduction
of Employee’s Base Salary; (v) OCTuS’  termination of Employee’s
status as Director, Energy Projects & Finance of OCTuS.

      


      (b)           In
order to terminate this Agreement for Good Reason, Employee shall provide OCTuS
with (i) written notice of the Good Reason (which notice shall describe the
particulars of OCTuS’ breach in sufficient detail to allow OCTuS the reasonable
opportunity to remedy or eliminate the Good Reason(s) if susceptible of being
remedied or eliminated); and (ii) shall allow OCTuS thirty (30) days within
which to remedy or eliminate the Good Reason(s).  In the event that
Employee provides such notice and OCTuS fails to remedy or eliminate the Good
Reason(s) within such thirty-day period, Employee shall be entitled to provide
OCTuS with written notice (of not less that thirty (30) days) that Employee is
terminating this Agreement as a result of such Good Reason(s).

      


      Termination
Other Than for Cause or Good Reason.  OCTuS may terminate
Employee’s employment at any time, without Cause, upon written notice to
Employee.

       

      3.2           Payments upon
Termination.

       

      3.2.1        For Cause or Voluntary
Termination.  Following a termination of this Agreement by
OCTuS for Cause, or a Voluntary Termination
by Employee, or any other termination by Employee other than for Good Reason or
due to Employee’s death, Employee shall be entitled to receive in cash payment
(less normal and customary deductions and withholdings) an amount equal to all
accrued but unpaid compensation (including accrued but unused vacation leave) as
of the date of such termination.

       

      
        
          
          

        

        
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      3.2.2        Without
Cause.  Following any termination of this Agreement by OCTuS
other than for Cause, or a termination by Employee for Good Reason or due to
Employee’s death, Employee (or Employee’s estate) shall be entitled to receive
in cash payment an amount equal to all previously accrued but unpaid
compensation (including accrued but unused vacation leave) as of the date of
such termination, and a lump sum payment (less normal and customary deductions
and withholdings) equal to the amount of Base Salary that Employee would have
earned if Employee had remained employed with OCTuS for three months past the
date of termination during the initial period and period two as defined in
section 2.1 and for six months past the date of termination during and
subsequent to period three as defined in section 2.1..

      


      3.2.3        Section 409A.  It is intended that this
Agreement will comply with Section 409A of the Internal Revenue Code (and any
regulations and guidelines issued thereunder) to the extent the Agreement is
subject thereto, and the Agreement shall be interpreted on a basis consistent
with such intent.  If an amendment to the Agreement is necessary in
order for it to comply with Section 409A, the parties hereto will negotiate in
good faith to amend the Agreement in a manner that preserves the original intent
of the parties to the extent reasonably possible.

      


      4.           Compensation;
Benefits.

      


      4.1           Salary.  Upon
the initiation of Period Three as defined in Section 2.1, Employee shall be paid
a Base Salary of One Hundred Twenty thousand dollars ($120,000) per year, as
adjusted pursuant to this Section 4.1 (“Base Salary”). The Base Salary shall be
subject to normal payroll withholdings and OCTuS’ standard payroll practices. On
the first anniversary of the Effective Date and each anniversary date
thereafter, Employee’s Base Salary shall be increased annually by a minimum of a
cost of living factor determined as follows: (i) Employee’s Base Salary as of
the last day of the prior Contract Year shall be multiplied by a fraction equal
to (A) the published Consumer Price Index selected by OCTuS (“CPI”) for the
first day of the new Contract Year (“New Year”), divided by (B) the CPI for the
first day of the Contract Year immediately preceding such New Year, and (ii) the
resulting product shall be added to Employee’s Base Salary, and shall be the
Base Salary for the New Year.

       

      4.2           Bonus
Amounts.  Employee shall be eligible to participate in any
OCTuS bonus program that is applicable to officers of OCTuS as may be adopted
and in effect from time to time (subject to the terms and conditions of any such
program).  In addition, Employee shall be eligible for an annual
discretionary bonus of up to thirty percent (30%) of Employee’s Base Salary, as
then in effect pursuant to Section 4.1 (and pro-rated for any partial year), as
determined by the OCTuS Compensation Committee or Board of
Directors.

      


      4.3           Stock; Share
Grant.  OCTuS shall grant and issue to Employee upon the
execution of this Agreement Two Hundred Fifty Thousand (250,000) Common Shares,
such shares to be deemed granted in, pursuant to the terms and conditions
set forth in a separate Restricted Stock Purchase Agreement entered into by
Employee and OCTuS. 

       

      
        
          
          

        

        
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      4.4           Stock Options.   Employee shall be eligible
to receive stock options and other awards in accordance with the company’s
Employee Stock Option Plan, in amounts to be determined by the Company’s
compensation committee or
other administrator of the plan.

      


      4.5           Vacation and other Standard
Benefits. Employee shall be entitled to three (3) weeks of paid vacation
time per year.  Employee may not accrue vacation time in excess of
such three (3) week maximum.  Accrual of vacation time shall be
subject to the terms and conditions of OCTuS’ vacation
policy.  Employee shall be entitled to health benefits in accordance
with OCTuS’ standard policies.  In addition, Employee is entitled to
paid holidays, sick leave and other benefits in accordance with OCTuS’ standard
policies.

      


      4.6           Business
Expenses.  Employee shall be reimbursed for reasonable business
expenses which Employee incurs in the performance of Employee’s duties
hereunder, in accordance with OCTuS’ standard reimbursement
policies.

      


      4.7           Education and Certification
Expenses.  OCTuS will fund the completion of a Certified Energy
Manager credential on behalf of Employee.

      


      5.           Employment
Information.  Employee represents and warrants to OCTuS that
information provided by Employee in connection with Employee’s employment and
any supplemental information provided to OCTuS is, to the best of Employee’s
knowledge and information after good faith diligence and investigation,
complete, true and materially correct. Employee has not omitted any information
that is necessary to evaluate the information provided by Employee to OCTuS.
Employee shall promptly notify OCTuS of any change in the accuracy or
completeness of all such information.

      


      6.           Trade
Secrets.  Employee acknowledges that OCTuS will go to great
time and expense to develop customers and to develop procedures and processes
for development of products and services and the sales of products and
services.  Such procedures and processes in addition to various other
types of proprietary information are included as part of the “confidential
information” described in the “Nondisclosure and Noncompetition Agreement”
attached hereto as Exhibit
A.  Employee agrees to execute OCTuS’ Nondisclosure and
Noncompetition Agreement contemporaneously with the execution of this Agreement
and employment.

      


      7.           Remedies for Breach of
Covenant Regarding Confidentiality.  The parties agree that the
breach by Employee of any covenants contained in Sections 2.4, 2.5, and 6 will
result in immediate and irreparable injury to OCTuS. In the event of any breach
by Employee of the covenants contained in Sections 2.4, 2.5, or 6, OCTuS shall
be entitled to seek recourse through all available legal and equitable remedies
necessary or useful to prevent any likelihood of immediate or irreparable injury
to OCTuS.  The parties agree that, in the case of such a breach or
threat of breach by Employee of any of the provisions of such Sections, OCTuS
may take any appropriate legal action, including without limitation an action
for injunctive relief, consisting of orders temporarily restraining and
preliminarily and permanently enjoining such actual or threatened
breach.

       

      
        
          
          

        

        
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      8.           Miscellaneous.  

      


      8.1           Insurance.  Employer
shall initiate and maintain Officers and Directors insurance in an amount to be
determined by the Board of Directors but in any event not less than $500,000 per
incident.

      


      8.2           Choice of Law, Jurisdiction,
Venue. The rights and obligations of the parties and the interpretation
and performance of this Agreement shall be governed by the laws of California,
excluding its conflict of laws rules, except as such laws may be interpreted,
enforced, or pre-empted by federal law.

      


      8.3           Entire
Agreement.   This Agreement and the Nondisclosure and
Noncompetition Agreement described in Section 6 contain the entire Agreement
among the parties hereto with respect to the subject matter hereof, and
supersede all prior and contemporaneous oral and written agreements,
understandings and representations among the parties.  There are no
representations, agreements, arrangements, or understandings, whether oral or
written, between or among the parties relating to the subject matter of this
Agreement that are not fully expressed herein and therein.

      


      8.4           Notices. Any notice
under this Agreement shall be in writing, and any written notice or other
document shall be deemed to have been duly given (i) on the date of personal
service on the parties, (ii) on the third business day after mailing, if the
document is mailed by registered or certified mail, (iii) one day after being
sent by professional or overnight courier or messenger service guaranteeing
one-day delivery, with receipt confirmed by the courier, or (iv) one business
day after transmission by telecopy or other means of electronic transmission
resulting in written copies, with confirmation of successful
transmission.  Any such notice shall be delivered or addressed to the
parties at the addresses set forth above or at the most recent address specified
by the addressee through written notice under this provision. Failure to conform
to the requirement that mailings be done by registered or certified mail shall
not defeat the effectiveness of notice actually received by the
addressee.

       

      8.5           Severability. OCTuS
and Employee agree that should any provision of this Agreement be declared or be
determined by any court or other tribunal (including an arbitrator) of competent
jurisdiction to be illegal, invalid or unenforceable, the legality, validity and
enforceability of the remaining parts, terms and provisions shall not be
affected thereby, and said illegal, unenforceable or invalid part, term or
provision shall be deemed not to be part of this Agreement.

      


      8.6           Amendment. The
provisions of this Agreement may be modified at any time by agreement of the
parties; provided that such modification shall be ineffective unless in writing
and signed by the parties hereto.

       

      8.7           No Transfer or Assignment;
No Third-Party Beneficiaries. The rights of Employee hereunder have been
granted by OCTuS with the understanding that this Agreement is personal to, and
shall be performed by Employee individually. This Agreement is not transferable
or assignable by Employee in any manner.  No person or entity other
than OCTuS and Employee shall have any rights whatsoever under this Agreement or
to recover damages on account of a breach of this Agreement.  No
person or entity other than OCTuS or Employee shall have any right to enforce
any provision of this Agreement. No heir, successor or assign of Employee,
whether voluntarily or by operation of law, shall have or succeed to any rights
of OCTuS or Employee hereunder.

       

      
        
          
          

        

        
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      8.8           Waiver. Any of the
terms or conditions of this Agreement may be waived at any time by the party
entitled to the benefit thereof, but no such waiver shall affect or impair the
right of the waiving party to require observance, performance or satisfaction of
that term or condition as it applies on a subsequent occasion or of any other
term or condition.

      


      8.9           Resolution of
Disputes.

       

      8.9.1        Resolution of
Disputes. OCTuS and Employee agree that, except as otherwise provided
herein, any claim or controversy arising out of or pertaining to this Agreement
or the termination of Employee's employment, including but not limited to,
claims of wrongful treatment or termination allegedly resulting from
discrimination, harassment or retaliation on the basis of race, sex, age,
national origin, ancestry, color, religion, marital status, status as a veteran
of the Vietnam era, physical or mental disability, medical condition, or any
other basis prohibited by law ("Dispute"),  shall be
resolved through binding arbitration, as provided in this Section.

      


      8.9.2        Binding Arbitration.
The provisions of this Section shall not
preclude any party from seeking injunctive or other provisional or equitable
relief in order to preserve the status quo of the parties pending resolution of
a Dispute, and the filing of an action seeking injunctive or other provisional
relief shall not be construed as a waiver of that party's arbitration rights.
Except as provided herein, the arbitration of any Dispute between the parties to
this Agreement shall be governed by the American Arbitration Association (“AAA”) Employment Arbitration
Rules (the “AAA Rules”).

      


      8.9.3        Appointment of
Arbitrator.  Within thirty (30) days of service of a demand for
arbitration by a party to this Agreement, the parties shall endeavor in good
faith to select from the AAA list of labor and employment arbitrators a single
arbitrator, who must be a licensed attorney; if the parties fail to do so within
such 30-day period, an arbitrator shall be selected in accordance with the AAA
Rules.

      


      8.9.4        Initiation of
Arbitration. In the case of any Dispute between the parties to this
Agreement, either party shall have the right to initiate the binding arbitration
process provided for in this paragraph by serving upon the other party a demand
for arbitration within the statutory time period from the date the Dispute first
arose.

      


      8.9.5        Location of
Arbitration. Any arbitration hearing shall be conducted in Sacramento,
California.

       

      
        
          
          

        

        
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      8.9.6        Applicable Law. The
law applicable to the arbitration of any Dispute shall be, as provided in
Section 8.1 and the Federal Arbitrator Act (Title 9, US Code, Section 1 et
Seq.).

      


      8.9.7        Arbitration
Procedures. In addition to any of the procedures or processes available
under the AAA Rules, the parties shall be entitled to conduct discovery
sufficient to adequately arbitrate their claims and/or defenses, including
access to relevant documents and witnesses, as determined by the arbitrator(s).
In addition, either party may choose, at that party’s discretion, to request
that the arbitrator(s) resolve any dispositive motions prior to the taking of
evidence on the merits of the Dispute. In the event a party to the arbitration
requests that the arbitrator(s) resolve a dispositive motion, the arbitrator(s)
shall receive and consider any written or oral arguments regarding the
dispositive motion, and shall receive and consider any evidence specifically
relating thereto, and shall render a decision thereon, before hearing any
evidence on the merits of the Dispute.

      


      8.9.8        Scope of Arbitrators' Award
or Decision. OCTuS and Employee agree that if the arbitrators find any
Disputed claim to be meritorious, the arbitrators shall have the authority to
order all forms of legal and/or equitable relief that would otherwise be
available in court and that is appropriate to the claim. Any decision or award
by the arbitrators shall be a reasoned opinion in writing citing facts and law
and shall be specific enough to permit limited judicial review if
necessary.

      


      8.9.9        Costs of Arbitration;
Attorneys’ Fees.  OCTuS and Employee agree that the
arbitrators, in their discretion and consistent with applicable law, may award
to the prevailing party the costs and attorneys’ fees incurred by that party in
participating in the arbitration process as long as they do not exceed those
that would be incurred by Employee in a court action.

      


      8.9.10      Acknowledgment of Consent to
Arbitration.  NOTICE:  BY EXECUTING THIS AGREEMENT
THE PARTIES AGREE TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE
"RESOLUTION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED
HEREIN AND WAIVE ANY RIGHTS THEY MAY HAVE TO HAVE THE DISPUTE DECIDED BY A JUDGE
OR A JURY.  BY EXECUTING THIS AGREEMENT, THE PARTIES WAIVE THEIR
JUDICIAL RIGHTS TO APPEAL.  IF EITHER PARTY REFUSES TO SUBMIT TO
ARBITRATION AFTER AGREEING TO THIS PROVISION, SUCH PARTY MAY BE COMPELLED TO
ARBITRATE.  THE PARTIES’ AGREEMENT TO THIS ARBITRATION PROVISION IS
VOLUNTARY. THE PARTIES REPRESENT THAT THEY HAVE READ AND UNDERSTAND THE
FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN
THIS PROVISION TO NEUTRAL ARBITRATION.

      


      8.10         Exhibits. All
exhibits to which reference is made are deemed incorporated in this Agreement
whether or not actually attached.

      


      
        
          	 	 	 	OCTuS, Inc., a Nevada
      corporation	 
	
                   

                	 	 	
                   

                	 
	
                   

                	 	 	
                  By:

                	 
	
                   

                	 	 	
                  Title:

                	 
	 	 	 	 	 
	 	 	 	Employee:	 
	 	 	 	 	 


        

      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

                                                            

      EXHIBIT
A

      
 

      OCTuS, INC.

      NONDISCLOSURE AND NONCOMPETITION
AGREEMENT

       

      As an
employee of OCTuS, Inc., a Nevada corporation, I hereby agree to observe all the
provisions of this Agreement, as well as all other rules and policies that the
Company may announce from time to time. Furthermore, this AGREEMENT is provided
by me for the benefit of OCTuS, Inc., its subsidiaries, affiliates, successors
and assigns (collectively referred to as
the "Company"). This Agreement serves as a legally binding acknowledgment and
assignment of the ownership of all "Work Product" (as defined below) that the
Company may encounter.

      


      Section
1. AVOIDANCE OF CONFLICT OF INTEREST

      


      While
employed by the Company, I will not engage in any other business activity that
conflicts with my duties to the Company. Under no circumstances will I work for
any competitor or have any financial interest in any competitor of the Company;
provided, however, that this Agreement does not prohibit investment of a
reasonable part of my assets in the stock or securities of any competitor whose
stock or securities are publicly traded on a national exchange.

      


      Section
2. OWNERSHIP AND RIGHTS IN WORK PRODUCT

      


      For
purposes of this Agreement, "Work Product" shall mean all intellectual property
rights, including all trade secrets, U.S. and international copyrights,
patentable inventions, and other intellectual property rights in any
programming, documentation, technology, or other work product that is created in
connection with my Work. In addition, all rights in any preexisting programming,
documentation, technology, or other Work Product provided to the Company during
the course of my employment or engagement shall automatically become part of the
Work Product hereunder, whether or not it arises specifically out of my "Work."
For purposes of this Agreement, "Work" shall mean (1) any direct assignments and
required performance by or for Company, and (2) any other productive output that
relates to the business of the Company and is produced during the course of my
engagement by the Company. For this purpose, Work may be considered present even
after normal working hours, away from Owner's premises, on an unsupervised
basis, alone or with others. Unless otherwise provided in a subsequent writing
signed by the Company, this Agreement shall apply to all Work Product created in
connection with all Work conducted before or after the date of this
Agreement.

      


      The
Company shall own all rights in the Work Product. To this end, all Work Product
shall be considered Work made by me for hire for the Company. If any of the Work
Product may not, by operation of law or agreement, be considered Work made by me
for hire for Company (or if ownership of all rights therein do not otherwise
vest exclusively in the Company), I agree to assign, and upon creation thereof
automatically assign, without further consideration, the ownership thereof to
the Company. I hereby irrevocably relinquish for the benefit of the Company and its assigns any moral rights in
the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or
capacity it selects, copyrights, registrations, and any other protection
available in the Work Product.

       

      
        
          
          

        

        
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      I agree
to perform upon the request of the Company, during or after my Work such further
acts as may be necessary or desirable to transfer, perfect, and defend Owner's
ownership of the Work Product, including by (1) executing, acknowledging, and
delivering any requested affidavits and documents of assignment and conveyance,
(2) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and
(if applicable) patents with respect to the Work Product in any countries, and
(3) providing testimony in connection with any proceeding affecting the rights
of the Company in any Work Product.

      


      I warrant
that my Work for the Company does not and will not in any way conflict with any
remaining obligations I may have with any prior employer or contractor. I also
agree to develop all Work Product in a manner that avoids even the appearance of
infringement of any third party's intellectual property rights.

      


      Section
3. CONFIDENTIALITY AND NON-DISCLOSURE

      


      During
the course of my engagement and afterwards, I agree not to use or disclose any
Nondisclosure and Noncompetitionor trade secrets of the Company at any time
except as necessary to perform my duties for the Company. Nondisclosure and
Noncompetition shall include all financial information, business plans and
contracts that have not been issued for public notice. Under the law, a "trade
secret" is a type of intangible property, the theft (i.e., misappropriation) of
which is a tort and crime in most states. It does not have to be in written form
to be protected. A trade secret generally consists of valuable, secret
information or ideas that the Company collects or uses in order to keep its
competitive edge, including confidential information supplied to the Company by
its customers, clients, vendors, or agents. Examples of trade secrets are such
technical information as manufacturing or operating processes, equipment design,
product specifications, computer software in source code form, and other
proprietary technology, and such business information as selling and pricing
information and procedures, customer lists, business and marketing plans, ideas
and plans for products, services or other business development, and internal
financial statements. These restrictions do not apply to any information
generally available to the public or any information properly obtained from a
completely independent source.

      


      Furthermore,
I agree to maintain in strict confidence, and agree not to use and disclose
except as authorized by the Company, any information of a competitively
sensitive or proprietary nature that I receive from the Company, Inc. or its
clients or contractors in connection with my services hereunder. The Company
agrees to take reasonable steps to identify, and cause its clients and
contractors to identify, for my benefit such information, including by using
confidentiality notices in written material where appropriate. These
restrictions shall not be construed to apply to (1) information generally
available to the public, (2) information released by the Company or its clients
or contractors, as the case may be, generally without restriction, (3)
information independently developed or acquired by me without reliance in any
way on other protected information of the Company or its clients or contractors,
or (4) information approved by the Company or its clients or contractors, as the
case may be, for my use and disclosure without restriction.

      


       Section
4. RETURN OF MATERIALS

      


      Upon the
request of the Company and, in any event, upon termination of my employment, I
will leave with the Company all memoranda, notes, records, drawings, manuals,
disks, or other documents and media pertaining to the Company business,
including all copies thereof.

      


      Section
5. COVENANT NOT TO COMPETE

      


      During
the term hereof and for a period of two years thereafter, I shall not compete,
directly or indirectly, with the Company, interfere with, disrupt or attempt to
disrupt the relationship, contractual or otherwise, between the Company and any
customer, client, supplier, consultant or employee of the Company, including
without limitation, employing or being an investor (representing more than a 5%
equity interest) in, or officer, director or consultant to, any person or entity
which employs any former key or technical employee whose employment with the
Company was terminated after the date which is one year prior to the date of
termination of the employee's employment therewith An activity competitive with
an activity engaged in by the Company shaft mean performing services (whether as
an employee, officer, consultant, director, partner or sole proprietor) for any
person or entity engaged in the business engaged in by the Company during the
time of my relationship with the Company or at the time of my termination of my
relationship with the Company.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      It is the
desire and intent of the parties that the provisions of this Section shall be
enforced to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is sought. Accordingly, if any
particular portion of this Section shall be adjudicated to be invalid or
unenforceable, this Section shall be deemed amended to delete therefrom the
portion thus adjudicated to be invalid or unenforceable, such deletion to apply
only with respect to the operation of this Section in the particular
jurisdiction in which such adjudication is made.

      


      Nothing
in this Section shall reduce or abrogate the employee's obligations during the
term of this Agreement.

      


      Section
6. NONINTERFERENCE WITH PERSONNEL RELATIONS

      


      During my
employment with the Company and for a period of twenty four months afterwards, I
will not knowingly solicit, entice, or persuade any other employees of the
Company to leave the services of the Company for any reason.

      


      Section
7. REMEDIES

      


      If there
is a breach or threatened breach of the provisions of this Agreement, the
Company shall be entitled to an injunction restraining the employee from such
breach. Nothing herein shall be construed as prohibiting the Company from
pursuing any other remedies for such breach or threatened breach.

      


      Section
8. GOVERNING LAW

      


      This
Agreement shall be governed by and construed in accordance with the Laws of the
State of California.

      


      Section
9. MISCELLANEOUS

      


      This
Agreement shall inure to the benefit of, and be binding upon, the Company and
its subsidiaries and affiliates, together with their successors and assigns, and
me, together with my executor, administrator, personal representative, heirs,
and legatees.

      


      This
Agreement merges and supersedes all prior and contemporaneous agreements,
undertakings, covenants, or conditions (including specifically all prior
confidentiality and non-competition agreements I have entered), whether oral or
written, express or implied, to the extent they contradict or conflict with the
provisions hereof.

      


      Although
it is understood that my employment is contingent on the acceptance and
observance of this Agreement, this Agreement shall not be construed to make my
employment other than terminable at will at any time by me or the Company in the
sole discretion of either party,

      


      IN
WITNESS WHEREOF, I have accepted and executed this Agreement as of this 5th day
of May, 2009

       

      
        
          	Company:	 	 	 	 
	
                   

                	 	 	
                   

                	 
	
                  Christian
      J. Soderquist, CEO

                	 	 	
                   

                	 


        

      

      
        
          	 	 	 	 	 
	Employee:	 	 	 	 
	
                   

                	 	 	
                   

                	 
	
                  John
      Argo

                	 	 	
                   

                	 


        

      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
2

      
 

      OCTuS, INC.


      TERMINATION
CERTIFICATION

       

                 This
is to certify that I do not have in my possession, nor have I failed to return,
any devices, records, data, disks, computer files, notes, reports, proposals,
lists, correspondence, specifications, drawings, blueprints, sketches,
materials, equipment, other documents or property, or reproductions of any
aforementioned items developed by me pursuant to employment with OCTuS or
otherwise belonging to OCTuS, Inc. (“OCTuS”), its successors or
assigns or any parent or subsidiary of OCTuS.

      


                 I
further certify that I have complied with all the terms of OCTuS’ Nondisclosure
and Noncompetition Agreement signed by me, including the reporting of any
inventions and original works of authorship (as defined therein), conceived or
made by me (solely or jointly with others) covered by that
agreement.

      


                 I
further agree that, in compliance with the Nondisclosure and Noncompetition
Agreement, I will preserve as confidential all trade secrets, confidential
knowledge, data or other Nondisclosure and Noncompetition relating to products,
processes, know-how, designs, formulas, developmental or experimental work,
computer programs, data bases, other original works of authorship, customer
lists, business plans, financial information or other subject matter pertaining
to any business of OCTuS, any parent or subsidiary of OCTuS, or any of its
respective employees, clients, consultants or licensees.

      


                 I
further agree that for twenty four (24) months from this date, I will not (i)
hire any employees of OCTuS, or (ii) directly or indirectly, solicit, induce,
recruit or encourage any OCTuS employee, consultant, vender, supplier, customer
or client to sever its relationship with OCTuS or accept an employment,
consultant or other business relationship with any other business.

      
        
          	 	 	 	 	 
	
                   

                	 	 	
                   

                	 
	
                  Employee
      Signature

                	 	 	
                  Date

                	 
	
                   

                	 	 	
                   

                	 
	 	 	 	 	 
	
                  Employee
      Name

                	 	 	 	 


        

      

    

     

     

    12