ex10-1.htm


    Ex.
10.1

    


    
    

    


    


    BioLargo,
Inc.

    Engagement
Extension Agreement

    


    This Engagement Extension Agreement
(the “Extension”) references the Engagement Agreement and Scope Letter dated
February 1, 2008 (“2008 Agreement”) by and between CFO 911 (the “Advisor”) and
BioLargo, Inc. (the “Company”), and the Engagement Extension Agreement dated
February 23, 2009 (the “2009 Extension”), pursuant to which Charles K. Dargan II
agreed to serve as the Company’s Chief Financial Officer. The parties desire to
extend the terms of the 2008 Agreement and 2009 Extension for a period of one
year, pursuant to the terms of this Extension. The 2008 Agreement, the 2009
Extension, and the Extension are collectively referred to herein as the
“Agreement”.

    


    Except as
expressly amended herein, all terms and conditions set forth in the 2008
Agreement and 2009 Extension are incorporated herein by this reference, and
continue to be in full force and effect. Effective February 1, 2010, the Advisor
and the Company hereby agree to extend the Term of the engagement as set forth
in the 2008 Agreement and 2009 Extension for one year (the “Extended Term”), to
expire January 31, 2011. Notwithstanding the foregoing, either party may
terminate this Agreement upon 30 days’ written notice.

    


    During
the Extended Term, the Advisor shall receive the cash compensation as set forth
in the 2008 Agreement. In addition to cash compensation, the Advisor will be
issued stock options over the Extended Term, as follows:

    


    
      	
               
      

            	
              ·

            	
              options
      to purchase 10,000 shares of the Company’s common stock, each such option
      to be granted on the last business day of each month commencing February
      2010 and ending January 2010, provided that this Agreement has not been
      terminated prior to each such grant date, at an exercise price equal to
      the closing price of a share of the Company’s common stock on each grant
      date, each such option to be fully vested upon
  grant.

            


    

    


    
      	
              AGREED
      TO AND ACCEPTED THIS 1st
      DAY OF FEBRUARY, 2010

            


    

     

     

    
      
        	
                CFO
      911

              	
                BioLargo,
      Inc.

              
	
                8055
      W. Manchester Ave., Suite 405

              	
                16333
      Phoebe

              
	
                Playa
      del Rey, CA  90232

              	
                La
      Mirada, CA  90638

              
	 
      	 
      
	
                 

              	
                 

              
	
                By:
      /s/ Mr.
      Charles K. Dargan II

              	
                By: 
      /s/ Mr.
      Dennis P. Calvert

              
	
                Name:
      Mr. Charles K. Dargan II

              	
                Name:
      Mr. Dennis P. Calvert

              
	
                Title:   Chief
      Executive Officer

              	
                Title:   President

              
	
                Date:  February
      1, 2010

              	
                Date:   February
      1, 2010