InovaChem

    44645
Guilford Drive, Suite 201,

    Ashburn,
VA 20147

    Telephone:
703.858.0036

    February
9th, 2010

    John
Salatino

    38849
John Wolford Rd

    Waterford,
VA 20197-1610

    


    Dear
John,

    


    This
letter is to confirm our understanding and agreement with respect to your
position as VP of Engineering and Programs of Inovachem. (the
“Company”)

    


    The
following are the terms of your employment – these terms will be formalized in
the form of an employment agreement with the Company within the next 60
days.

    


    
      	
               
      

            	
              1.

            	
              Term – your
      contract will be for a term of 2
years

            


    

    


    
      	
               
      

            	
              2.

            	
              Salary – your
      base salary in the amount of $160,000 per annum is payable on a biweekly
      basis in accordance with the Company’s standard payroll policy. At the
      beginning of the second year of your contract your yearly salary will
      increase by $20,000 to $180,000.

            


    

    


    
      	
               
      

            	
              3.

            	
              Benefits - you
      will be entitled to all standard Company benefits awarded to the Company’s
      management.

            


    

    


    
      	
               
      

            	
              4.

            	
              Sign-on bonus –
      you will receive, within ten days, of an agreement, a sign-on bonus of
      $20,000.

            


    

    


    
      	
               
      

            	
              5.

            	
              Stock Option -
      you will receive an option for a cashless purchase of 400,000 shares of
      the Company’s common stock from its stock option plan with a termination
      date of February 29, 2012 at an exercise price of $0.15 per share (today’s
      “Fair Market Value” price). This stock option will vest immediately and
      you will be allowed to exercise up to a maximum of 100,000 shares per
      Allowed Period.  Allowed Periods begin two
      weeks  prior to the following dates: August 31, 2010, February
      28, 2011, and August 31, 2011 and February 29, 2012. Any options not
      exercised during the Allowed Periods must be exercised before the final
      period of allowance that is the two week period prior to February 29,
      2012.  In the event of change of ownership of the Company or if
      Eric Takamura is no longer Chairman of the Board or CEO of the Company,
      all shares will be allowed to be exercised as a cashless transaction at
      the time of the change.

            


    

    


    
      	
               
      

            	
              6.

            	
              Severance – If
      your employment with the company should be terminated by the Company
      without cause, you will be entitled to a severance pay equal to the
      greater of the remaining term of your contract or six (6) months of your
      annual salary and the right to exercise the remaining
    options.

            


    

    


    
      	
               
      

            	
              7.

            	
              Annual bonus -
      You will be eligible for a variable bonus plan that is performance based.
      The envisioned target for the year, if all Company goals are met, is 25%
      of your base salary. Any bonus provided will be assessed on a quarterly
      basis by the compensation committee and may be remunerated in cash and /
      or the issuance of additional stock options (at the then “Fair Market
      Value”). The performance criteria for the bonus will be based on three
      mutual goals.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    InovaChem

    44645
Guilford Drive, Suite 201,

    Ashburn,
VA 20147

    Telephone:
703.858.0036

    


    
      	
               
      

            	
              a)

            	
              Personal
      Performance - management of the ongoing business, working with
      Senior Management to deliver profitability and future business growth and
      working with the Board of Directors to establish directional strategies
      and monitoring progress.

            


    

    


    
      	
               
      

            	
              b)

            	
              Team
      Performance - managing NuGen’s local team to deliver the projects
      on time, budget and quality. Management of the organization to meet
      highest standards in terms of strength of team, its training and
      motivation, internal systems and
procedures.

            


    

    


    
      	
               
      

            	
              c)

            	
              Company
      Performance - includes financial factors of the company such as but
      not limited too profitability and stability but additionally includes near
      term strategic goals such as;

            


    

    


    -      transforming
the company from an engineering organization to a supplier of recurrent sales
with its own manufacturing.

    


    -      consolidating
the engineering services and obtain future engineering service contracts to make
engineering self sufficient in terms of income.

    


    This
remuneration package will be revisited at the end of the first year to consider
a performance-based bonus for the following years based on the Company overall
profitability and new business.

    


    Please
indicate your acceptance by signing in the space indicated below.

    


    ON BEHALF
OF THE BOARD OF DIRECTORS

    


    InovaChem

    


    
      
        	
                /s/ Eric Takamura

              	 
      


      

    

    Eric
Takamura,

    Chairman
of the Board of Directors

    


    Accepted:

    


    
      
        	
                /s/John Salatino

              	 
      


      

    

    John
Salatino