Exhibit
10.28


EMPLOYMENT
AGREEMENT


THIS EMPLOYMENT AGREEMENT (“Agreement”) is made
effective as of July 31, 2006 (“Effective Date”), by and between IT&E
International Group, Inc. (“Company”) and Philip Lavin, Ph.D. (“Executive”).


RECITALS


A.            Company
and Executive entered into an Agreement and Plan of Merger, dated as of the
date hereof by and among the Company, IT&E Merger Sub, Inc., IT&E
Acquisition Co., Inc. and Averion Inc. (the “Merger”).  Prior to the Merger, Executive was Chief
Executive Officer of Averion Inc.


B.            Concurrent
with the closing of the Merger, Company desires to retain the services of
Executive, and Executive is willing to provide such services to the Company.


C.            Company
and Executive desire to enter into this Agreement to provide for Executive’s
employment by the Company, upon the terms and conditions set forth herein.


The parties hereby agree as follows:


1.             Duties.


1.1.          Position.  Executive shall serve as Chief Executive
Officer of the Company and shall have the duties and responsibilities incident
to such position and such other duties as may be determined in consultation
with the Company’s Board of Directors (“Board of Directors”) which shall
include, without limitation, those duties related to strategic management of
the Company and those duties related to being a representative to the Federal
Drug Administration and as a statistical expert.  Executive shall perform faithfully,
cooperatively and diligently all of his job duties and responsibilities.  Executive agrees to and shall devote his full
time, attention and effort to the business of the Company, its subsidiaries and
affiliates, and other assignments as directed by the Company’s Board of
Directors; provided that Executive may engage in such other activities set
forth as exceptions to Executive’s obligations pursuant to Section 2.1(a) of
that certain Non-Competition and Non-Solicitation Agreement dated as of even
date hereof between the Company and Executive (the “Non-Competition Agreement”),
so long as such activities shall not interfere in any material way with
Executive’s obligations under this Agreement.


1.2.          Best
Efforts.  Executive will expend his
best efforts on behalf of Company in connection with his employment and will
abide by all policies and decisions made by Company, as well as all applicable
federal, state and local laws, regulations or ordinances.


2.             Employment
Term.  The term of Executive’s
employment under this Agreement shall commence as of the Effective Date and
shall continue until that date which is sixty (60) months after the Effective
Date (the “Employment Term”), unless earlier terminated by either the Executive
or the Company.









 



3.             Compensation.


3.1.          Base
Salary.  As compensation for
Executive’s performance of his duties hereunder, Company shall pay to Executive
an initial base salary of Twenty-Five Thousand Dollars ($25,000) per month,
starting on the date hereof, which if annualized, would represent Three Hundred
Thousand Dollars ($300,000) (“Annual Base Salary”), payable in accordance with
the normal payroll practices of Company, less required deductions for state and
federal withholding tax, social security and all other employment taxes and
payroll deductions.  In January 2007 and
in January each year thereafter, the Board of Directors shall review Executive’s
Annual Base Salary and consider an increase thereto.


3.2.          Annual
Bonus.  In addition to the Annual
Base Salary, effective January 1, 2007 and annually thereafter, Executive shall
be eligible to receive an annual cash bonus in an amount equal to fifty percent
(50%) of the Annual Base Salary, as determined by the Board of Directors based
upon the satisfaction of certain objective criteria and performance standards
established annually by mutual agreement of the Executive and the Board of Directors.


3.3.          Stock
Options.  Executive shall be eligible
to receive stock options, restricted stock or other equity incentive grants
pursuant to one or more equity incentive plans offered by the Company from time
to time, subject to the approval of the Board of Directors.  Any and all stock options previously granted
to Executive by Company will continue to vest throughout the Employment Term.


4.             Health
and Welfare Benefit Plans.  The
Executive and/or the Executive’s family, as the case may be, shall be eligible
for participation in and shall receive all benefits under health and welfare
benefit plans, practices, policies and programs provided by the Company
(including, without limitation, medical prescription, dental disability, salary
continuance, employee life, group life, accidental death and travel accident
insurance plans and programs) to the extent generally applicable to employees
of the Company.


5.             Customary
Benefits.  Executive shall be
entitled to all customary and usual fringe benefits and shall be entitled to
participate in all savings and retirement plans, practices, policies and
programs generally applicable to employees of the Company that are in effect
during the Employment Term, subject to the terms and conditions of Company’s
benefit plan documents, as applicable. 
Company reserves the right to change or eliminate the fringe benefits or
plans, practices and programs on a company-wide, prospective basis, at any
time.


6.             Business
Expenses.  Executive shall be
entitled to receive prompt reimbursement for all reasonable, out-of-pocket
business expenses incurred in the performance of his duties on behalf of
Company.  To obtain reimbursement,
expenses must be submitted promptly with appropriate supporting documentation
in accordance with Company’s policies.


7.             Vacation.  Executive shall be entitled to an aggregate
of thirty (30) days of paid vacation, personal and sick days each calendar
year, effective 2006 and each year thereafter, in accordance with the Company’s
plans, policies and programs then in effect.


8.             Severance
Package Upon Termination of Employment Other Than for Cause.  If (i) the Company terminates Executive’s
employment without Cause, (ii) Executive resigns as an



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employee of the Company for Good Reason or (iii) the
Executive is Disabled (as defined below), the Company agrees to provide
Executive with the Severance Package described in Section 8.1 below in
accordance with the payment schedule set forth in Section 8.2 below, provided
Executive agrees to comply with all of the conditions set forth in Section 8.3
below.


8.1.          Description
of Severance Package.  The “Severance
Package” will consist of:


(a)           all
Accrued Obligations (defined below);


(b)           a
“Severance Payment” equal to two (2) years of Executive’s then in effect Base
Salary; and


(c)           Upon
termination of employment, the Executive will be allowed to continue in the
Company’s group health insurance plan at the Executive’s own expense for up to
eighteen (18) months, in accordance with applicable law (COBRA).  However, if the Executive elects COBRA
coverage, the Company will pay the first twelve (12) months of COBRA coverage;
provided that the Executive shall pay any such premiums himself during the six
(6) month period following the Executive’s “separation from service” as defined
in Section 409A(a)(2)(A)(i) of the U.S. Internal Revenue Code (the “Code”) and
the Company shall reimburse the Executive for payment of such premiums in a
single lump sum payment on the first day of the seventh (7th) month following the Executive “separation
from service,” if (1) Section 9.1 of this Agreement shall apply and (2) no
exemption from Section 409A of the Code, as mutually determined by the Company,
Company’s tax counsel, Executive and Executive’s tax counsel, shall otherwise
apply to the Company’s payments for COBRA coverage during such six (6) month
period.


8.2.          Payments.


(a)           The
Severance Package will be paid less required deductions for state and federal
withholding tax, social security and all other employment taxes as required by
law.  The Accrued Obligations defined in
Section 10.1 will be paid in a single lump sum payment on the date that is
thirty (30) days after the Date of Termination, unless otherwise required by
law; provided that the conditions to receive the Severance Package (set forth
in Section 8.3 of this Agreement are then satisfied.  The Severance Payment described in Section
8.1(b) will be paid in equal monthly installments for a period of two (2) years
(the “Severance Period”), with the first such installment to be paid on the
first day of the month that coincides with or follows the date that is thirty
(30) days after the Date of Termination.


(b)           Executive
shall designate a beneficiary to receive any payments due him in the event of
his death by filing a written designation with the Company in the form attached
hereto as Exhibit C.  However, any such designation will only be
effective if signed by Executive and received by the



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Company during
Executive’s lifetime.  Executive’s
beneficiary designation shall be deemed automatically revoked if the
beneficiary predeceases Executive or if Executive names a spouse as a
beneficiary and the marriage is subsequently dissolved before Executive
dies.  If Executive dies without a valid
beneficiary designation, all payments shall be made to Executive’s estate.


(c)           If
a payment under this Agreement is payable to a minor, to a person declared
incompetent, or to a person incapable of handling the disposition of his or her
property, the Company may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incompetent
person or incapable person.  The Company
may require proof of incompetence, minority or guardianship as it may deem
appropriate prior to distribution of the benefit.  Such distribution shall completely discharge
the Company from all liability with respect to such benefit.


8.3.          Conditions
to Receive Severance Package. 
Executive will receive the Severance Package described above only if he
complies with all of the following conditions and continues to comply with the
following for the duration of the Severance Period:


(a)           Executive
executes a full general release in favor of the Company (the “General Release”)
in the form attached hereto as Exhibit A;


(b)           Executive
reaffirms in writing and complies with the Non-Competition Agreement in
accordance with the terms thereof.


(c)           Executive
complies with the Company’s then in effect trade secrets policies and the
Employee Proprietary Information and Inventions Agreement (the “Information and
Inventions Agreement”), attached hereto as Exhibit
B, or any future version of an inventions and proprietary
information agreement between Executive and the Company in accordance with the
terms thereof.


The Company’s obligation to make payments under this Section 8 shall be
suspended if at any time Executive is not in compliance with any of the
foregoing agreements.  Payments shall resume, however, effective with the next payroll period
following the date Executive resumes compliance with the foregoing
agreements.  However, amounts that would
otherwise have been payable to Executive during the period of suspension shall
be permanently forfeited and, in any event, all payments shall cease at the
conclusion of the “Severance Period.”  Similarly, the
Executive’s obligations, pursuant to this Section 8, to comply with the
covenants set forth in Section 2.1(a) of the Non-Competition Agreement shall
cease if at any time the Company shall fail to pay Executive the Severance
Payment to which Executive is entitled pursuant to this Section 8 for a period
of thirty (30) days after such payment is due.


9.             Section
409A of the U.S. Internal Revenue Code.


9.1.          The
Specified Employee Rule.  To the
extent any amount payable under this Agreement represents a payment under a “nonqualified
deferred compensation plan” (as defined in Section 409A of the Code following a
termination of employment or any “separation from service” as defined in
Section 409A(a)(2)(A)(i) of the Code), then, notwithstanding any



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other provision of this Agreement to the contrary, such payment shall
be delayed and made on the first day of the seventh (7th) month following Executive’s “separation
from service,” but only if the Executive is deemed to be a “specified employee”
within the meaning of Section 409A(a)(2)(B)(i) of the Code.


9.2.          Good
Faith Intention.  The Company and
Executive intend in good faith that this Agreement comply with the applicable
requirements of Section 409A of the Code and that this Agreement be construed,
interpreted and administered in accordance with such intent.  If the Company or Executive believes, at any
time, that this Agreement does not comply with Section 409A of the Code, it
will promptly advise the other party and will negotiate reasonably and in good
faith to amend the terms of this Agreement, with the most limited possible
economic effect on Company and Executive, such that it complies with Section
409A of the Code.


10.           Definitions.


10.1.        Accrued
Obligations.  For purposes of this
Agreement, “Accrued Obligations” shall mean: 
(i) payment of Executive’s Annual Base Salary through the Date of
Termination to the extent not theretofore paid; and (ii) payment of any accrued
vacation pay not yet paid by Company.


10.2.        Cause.  For purposes of this Agreement, “Cause” shall
mean: (i) any willful, material violation of any law or regulation applicable
to the business of the Company or any subsidiary of the Company; (ii)
conviction for, or guilty plea to, a felony or a crime involving moral
turpitude, or any willful perpetration of a common law fraud; (iii) commission
of an act of personal dishonesty which involves personal profit in connection
with the Company or any subsidiary of the Company, or any other entity having a
business relationship with the Company or any subsidiary of the Company; (iv) any
material breach of any provision of any agreement or understanding between the
Company or any subsidiary of the Company and Executive regarding the terms of
Executive’s service as an employee, officer, director or consultant to the
Company or any subsidiary of the Company, including without limitation, the
willful and continued failure or refusal to perform the material duties
required of Executive as an employee, officer, director or consultant of the
Company or any subsidiary of the Company (other than as a result of disability)
or a material breach of any applicable creative works assignment and
confidentiality agreement or similar agreement between the Company or any
subsidiary of the Company and Executive; (v) disregard of the policies of the
Company or any subsidiary of the Company, so as to cause material loss, damage
or injury to the property, reputation or employees of the Company or any
subsidiary of the Company if Executive has been given a reasonable opportunity
to comply with such policy or cure his failure to comply; or (vi) any material
breach of the Non-Competition Agreement.


10.3.        Disability
or Disabled.  For purposes of this
Agreement, “Disability” or “Disabled” shall mean if Executive is unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than
twelve (12) months, as determined by a physician selected by Company or its insurers
and acceptable to Executive or Executive’s legal representative (such agreement
as to acceptability not to be withheld unreasonably or delayed).



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10.4.        Good
Reason.  For purposes of this
Agreement, “Good Reason” shall mean:


(a)           A
substantial diminution in Executive’s position, authority, duties or
responsibilities as contemplated by Section 1 of this Agreement, excluding
non-substantial changes in title or office, and excluding any isolated,
insubstantial and inadvertent action not taken in bad faith and which is
remedied by Company promptly after receipt of written notice thereof given by
Executive;


(b)           Any
failure by Company to comply with any of the provisions of Section 3 of this
Agreement, other than an isolated, insubstantial and inadvertent failure not
occurring in bad faith and which is remedied by Company promptly after receipt
of written notice thereof given by Executive;


(c)           Any
reduction in Executive’s Base Salary or any reduction in the percentage of
Executive’s Base Salary which is used to determine the maximum Annual Bonus to
which Executive is eligible to receive during the term of this Agreement that
is not a part of Company-wide reductions in salary or otherwise based on the
Company’s financial performance; or


(d)           A
Change in Control of the Company, where “Change of Control” means the first to
occur of any of: (i) a change in the ownership of the Company, (ii) a change in
the effective control of the Company, or (iii) a change in the ownership of a
substantial portion of the assets of the Company (as these events are defined
in Prop. Reg. § 1.409A-3(g), or as these definitions may later be modified by
final regulation or other regulatory pronouncement); or


(e)           The
Company requiring Executive to be based or spend a material amount of time at
any office or location other than Southboro, Massachusetts office.


11.           Notice
of Termination.  Any termination by
Company for Cause or by Executive for Good Reason shall be communicated by a “Notice
of Termination” to the other party hereto given in accordance with Section 16.6
of this Agreement. For purposes of this Agreement, a “Notice of Termination”
means a written notice which:  (i)
indicates the specific termination provision in this Agreement relied upon;
(ii) to the extent applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Executive’s
employment under the provision so indicated; and (iii) if the Date of
Termination (as defined below) is other than the date of receipt of such notice,
specifies the termination date (which date shall be not more than fifteen (15)
days after the giving of such notice). 
The failure by Executive or Company to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of Good
Reason or Cause, as the case may be, shall not waive any right of Executive or
Company hereunder or preclude Executive or Company from asserting such fact or
circumstance in enforcing Executive’s or Company’s rights hereunder.  Any termination by Company without Cause or
by Executive without Good Reason must be preceded by thirty (30) days’ advance
written notice in accordance with the terms of Sections 11 and 16.6 of this
Agreement.



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12.           Date
of Termination.  “Date of Termination”
means the date of death, Disability or the date of delivery of the Notice of
Termination or any later date specified therein, as the case may be; provided,
however, that if Executive’s employment is terminated by Company other than for
Cause or Executive resigns without Good Reason, the Date of Termination shall
be at least thirty (30) days after the date of the applicable Notice of
Termination.


13.           Confidentiality
and Proprietary Rights.  Executive
agrees to continue to abide by the Information and Inventions Agreement, which
is attached to this Agreement as Exhibit B.


14.           Nondisparagement.  Executive agrees not to disparage, defame or
make any negative or critical public statements, whether verbally or in
writing, regarding the personal or business reputation, technology, products,
practices or conduct of Company or any of Company’s officers or directors.  In addition, except as required by law,
Executive shall not make any public statements regarding Company without the
prior written approval of the Board of Directors.  Additionally, the Company agrees not to
disparage, defame or make any negative or critical public statements, whether
verbally or in writing, regarding the personal or business reputation of
Executive.


15.           Injunctive
Relief.  Executive acknowledges that
Executive’s breach of the covenants contained in Sections 13 and 14 of this
Agreement would cause irreparable injury to Company and agrees that in the
event of any such breach, Company shall be entitled to seek temporary,
preliminary and permanent injunctive relief without the necessity of proving
actual damages or posting any bond or other security.


16.           General
Provisions.


16.1.        Successors
and Assigns.  The rights and
obligations of Company under this Agreement shall inure to the benefit of and
shall be binding upon the successors and assigns of Company.  Executive shall not be entitled to assign any
of Executive’s rights or obligations under this Agreement.


16.2.        Waiver.  The rights and remedies of the parties to
this Agreement are cumulative and not alternative.  Neither the failure nor any delay by any
party in exercising any right, power or privilege under this Agreement or the
documents referred to in this Agreement will operate as a waiver of such right,
power or privilege; and no single or partial exercise of any such right, power
or privilege will preclude any other or further exercise of such right, power
or privilege or the exercise of any other right, power or privilege.  To the maximum extent permitted by applicable
law, (i) no claim or right arising out of this Agreement or the documents
referred to in this Agreement can be discharged by one party, in whole or in
part, by a waiver or renunciation of the claim or right unless in writing
signed by the other party; (ii) no waiver that may be given by a party
will be applicable except in the specific instance for which it is given; and
(iii) no notice to or demand on one party will be deemed to be a waiver of
any obligation of such party or of the right of the party giving such notice or
demand to take further action without notice or demand as provided in this
Agreement or the documents referred to in this Agreement.


16.3.        Severability.  In the event any provision of this Agreement
is found to be unenforceable, invalid or illegal by an arbitrator or court of
competent jurisdiction, such



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provision shall be deemed modified to the extent necessary to allow
enforceability of the provision as so limited, it being intended that the
parties shall receive the benefit contemplated herein to the fullest extent permitted
by law.  If a deemed modification is not
satisfactory in the judgment of such arbitrator or court, the unenforceable,
invalid or illegal provision shall be deemed deleted, and the legality,
validity and enforceability of the remaining provisions shall not be affected
thereby.


16.4.        Interpretation;
Construction.  The headings set forth
in this Agreement are for convenience only and shall not be used in
interpreting this Agreement.  This
Agreement has been drafted by legal counsel representing the Company, but
Executive has participated in the negotiation of its terms.  Furthermore, Executive acknowledges that
Executive has had an opportunity to review the Agreement and has had it
reviewed and negotiated by legal counsel acting on his behalf, and, therefore,
the normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation
of this Agreement.


16.5.        Governing
Law.  This Agreement will be governed
by and construed in accordance with the laws of the United States and the
Commonwealth of Massachusetts, without reference to its conflicts of laws
principles.


The Executive hereby agrees to submit to binding
arbitration before the American Arbitration Association (“AAA”), in accordance
with AAA’s Commercial Arbitration Rules (which means A WAIVER OF THE EXECUTIVE’S
RIGHT TO SUE IN COURT AND PROCEED BY A JUDGE OR JURY TRIAL) all disputes and
claims arising out of this Agreement.


16.6.        Notices.  All notices, consents, waivers and other
communications under this Agreement must be in writing and will be deemed to
have been duly given when (i) delivered by hand (with written confirmation of
receipt); (ii) sent by facsimile (with written confirmation of receipt); or
(iii) when received by the addressee, if sent by a nationally recognized
overnight delivery service, return receipt requested, in each case to the
appropriate addresses and facsimile numbers set forth below or on the signature
pages hereto (or to such other address as a party may designate by notice to
the other parties):


	
  If to IT&E:

  	
   

  	
  IT&E International Group, Inc.

  Attention: Kelly Alberts, President

  505 Lomas Santa Fe Drive, Suite 200

  Solana Beach, California 92075

  Telephone: (858) 777-1644

  Facsimile: (858) 366-0961

  
	
   

  	
   

  	
   

  
	
  with a required
  copy to:

  	
   

  	
  Foley & Lardner LLP

  Attention: Kenneth D. Polin, Esq.

  402 West Broadway, Suite 2300

  San Diego, California 92101

  Telephone: (619) 234-6655

  Facsimile: (619) 234-3510

  



 



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  If to Executive:

  	
   

  	
  Philip Lavin, Ph.D.

  225 Turnpike Road

  Southboro, Massachusetts 01772

  Telephone: (508) 416-2616

  Facsimile: (508) 791-8502

  
	
   

  	
   

  	
   

  
	
  With a required
  copy to:

  	
   

  	
  Mirick, O’Connell, DeMallie & Lougee, LLP

  Attention: Jeffrey L. Donaldson, Esq.

  100 Front Street

  Worcester, MA 01608

  Telephone: (508) 791-8500

  Facsimile: (508) 791-8502

  



 


or to such other address as either party shall have
furnished to the other in writing in accordance herewith.


16.7.        Counterparts;
Facsimile.  This Agreement may be
executed in one or more counterparts, all of which when fully executed and
delivered by all parties hereto and taken together shall constitute a single
agreement, binding against each of the parties. 
To the maximum extent permitted by law or by any applicable governmental
authority, any document may be signed and transmitted by facsimile with the
same validity as if it were an ink-signed document.  Each signatory below represents and warrants
by his or her signature that he or she is duly authorized (on behalf of the
respective entity for which such signatory has acted) to execute and deliver
this instrument and any other document related to this transaction, thereby
fully binding each such respective entity.


16.8.        Survival.  Sections 8 (“Severance Package Upon
Termination of Employment Other than for Cause”), 10 (“Definitions”), 13 (“Confidentiality
and Proprietary Rights”), 14 (“Nondisparagement”), 15 (“Injunctive Relief”), 16
(“General Provisions”) and 17 (“Entire Agreement”) of this Agreement shall
survive Executive’s employment by Company.


17.           Entire
Agreement.  This Agreement, including
the Information and Inventions Agreement attached as Exhibit B,
the Beneficiary Designation form attached hereto as Exhibit C, and
the Non-Competition Agreement constitute the entire agreement between the
parties relating to this subject matter and supersede all prior or simultaneous
representations, discussions, negotiations, and agreements, whether written or
oral.  This Agreement may be amended or modified
only with the written consent of Executive and the Company.  No oral waiver, amendment or modification
will be effective under any circumstances whatsoever.


[Remainder
of Page Intentionally Left Blank]



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THE PARTIES TO THIS
AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY
PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT
ON THE DATES SHOWN BELOW.


 


	
  Dated:

  	
  July 31, 2006

  	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Philip Lavin, Ph.D.

  	
   

  
	
   

  	
   

  	
  Philip Lavin, Ph.D.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
  July 31, 2006

  	
   

  	
   

  	
  IT&E INTERNATIONAL GROUP,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Alastair McEwan

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Alastair McEwan

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
								



 


 


[Signature
Page to Philip Lavin, Ph.D. Employment Agreement]















 


EXHIBIT A



FORM OF GENERAL RELEASE



GENERAL RELEASE OF CLAIMS


By signing this General
Release of Claims (“Agreement”), I, Philip Lavin, Ph.D., acknowledge that
IT&E International Group, Inc. (“IT&E”) and I have reached a final
binding agreement as to the circumstances surrounding my separation from
employment with IT&E.  Specifically,
I acknowledge that we have agreed on the following agreement and that this
document contains the entire agreement with respect to the subject matter
hereof:


1.             Termination.  My employment status with
IT&E will terminate effective                  
   , 200  .


2.             Severance.  In exchange for my entering
into this Agreement, IT&E will pay me the Severance Amount as defined in
Section 8 of that certain Executive Employment Agreement dated July 31, 2006
between me and the Company (the “Employment Agreement”) in accordance with the
terms thereof.


3.             Release.  In return for the promises in
Section 2 above, and contingent upon IT&E’s ongoing fulfillment of its obligation
to:  (i) make timely severance payments
to me pursuant to and in accordance with Section 8 of the Employment Agreement,
(ii) pay me all amounts due pursuant to Section 3 of the Employment Agreement,
and (iii) abide by its obligations under any equity incentive option agreements
between me and IT&E, I on my own behalf, and on behalf of my grantees,
agents, representatives, heirs, devisees, trustees, assigns, assignors,
attorneys, or any other entities in which I have an interest (collectively “Releasors”),
hereby release and forever discharge by this Agreement, IT&E, and each of
its past and present agents, employees, representatives, officers, directors,
shareholders, attorneys, accountants, insurers, advisors, consultants,
affiliates, assigns, successors, heirs, predecessors in interest, joint
ventures, and subsidiary, affiliate and commonly-controlled entities
(collectively “Releasees”), from all liabilities, causes of actions, charges,
complaints, suits, claims, obligations, costs, losses, damages, rights,
judgments, attorneys’ fees, expenses, bonds, bills, penalties, fines, and all
other legal responsibilities of any form whatsoever, whether known or unknown,
whether suspected or unsuspected, whether fixed or contingent, liquidated or
unliquidated, including but not limited to those arising from or related to (i)
my employment with, compensation by and/or separation from IT&E; and (ii)
any acts or omissions occurring prior to the date of this Agreement by any and
all Releasees, including those arising under any theory of law, whether common,
constitutional, statutory or other of any jurisdiction, foreign or domestic,
whether known or unknown, whether in law or in equity, which they had or may
claim to have against any of the Releasees. 
Releasors specifically release claims under all applicable state and
federal laws, based on age, sex, pregnancy, race, color, national origin,
marital status, religion, veteran status, disability, sexual orientation,
medical condition, or other anti-discrimination laws, including, without
limitation, Title VII of the Civil Rights Act of 1964 as amended, the Age
Discrimination in Employment Act (Title 29, United States Code, Sections 621, et seq.) (“ADEA”), the Americans with
Disabilities Act, the Fair Labor Standards Act, the Family Medical Leave Act,
and the California Fair Employment and Housing Act, the California Workers’
Compensation Act, the California Labor Code, including Sections 200, et seq., 970 and 132a, the California
Civil Code, and the California Constitution, as well as all common law claims,
whether arising in tort or contract (collectively referred to as “Released
Matters”).  If any governmental agency
should assume jurisdiction over any claim, charge or complaint concerning
alleged discrimination arising out of my employment with IT&E, Releasors
also waive the right to recover damages or any other remedy as a result of such



 A-1
 






 



claim, charge or
complaint.  I acknowledge and agree that,
following the payment of the Severance Amount in accordance with Section 8 of
the Employment Agreement, IT&E and Releasees have no other liabilities or
obligations, of any kind or nature, owed to me in connection with or relating
to my employment with the same.  I
further agree and promise that I will not file any lawsuit or administrative
claim or charge asserting any of the foregoing Released Matters.


4.             Release of Age Discrimination Claims.  I
understand that the general release in Section 3 above includes a waiver of
rights and claims which I may have arising under the ADEA.  I hereby represent that I have been advised
to consult with an attorney of my choosing regarding the waiver of rights and
claims under the ADEA.  I understand that
by signing this Agreement, I waive my rights or claims under the ADEA.  I further understand that I am not waiving
rights or claims under the ADEA that may arise after the effective date of this
fully executed Agreement.


5.             Waiver.  I understand and agree that
all of my rights under California Civil Code Section 1542 are expressly
waived.  I understand that Section 1542
provides as follows:


A general release does not extend to claims that a creditor does not
know

or suspect to exist in his favor at the time of executing the release, which if

known by him, must have materially affected his settlement with the debtor.


I understand that waiving my
rights under Civil Code Section 1542 means that even if I should eventually
suffer some damage arising out of my employment and/or separation from
employment with IT&E, that I will not be able to make any claims for those
damages, even as to claims which may now exist, but which I do not know exist,
and which if known would have affected my decision to sign this Agreement.


6.             No Wrongdoing.  I
understand that, by signing this Agreement IT&E does not admit any
wrongdoing.  I am also admitting no
wrongdoing by signing this Agreement.  We
agree that no use of this Agreement or any comments made by either party during
our settlement discussions will be used by us or any of our representatives in
connection with any subsequent legal action except for an action to enforce
this Agreement.


7.             Confidential Information.  I
understand that during my employment with IT&E I had access to IT&E
confidential information, including but not limited to, client and vendor lists,
financial data, marketing plans and sales techniques, that has or could have
value to IT&E, which if disclosed could be detrimental to IT&E, and
which IT&E has taken reasonable steps to prevent from disclosure to the
general public.  In addition to any other
obligation of confidentiality to which I may be bound with respect to any
confidential information of IT&E:


7.1.          I agree that I will not use, disclose or reveal to any third party any
IT&E confidential information, regardless of whether or not such information
is marked as “confidential”.


7.2.          I agree that I have returned all IT&E confidential or proprietary
information, documents, materials, apparatus, equipment, other physical
property or the reproduction of any such property to IT&E.


7.3.          I recognize that the unauthorized use or disclosure of IT&E’s
confidential information is unlawful and that IT&E may obtain damages
against me for any willful misappropriation, including damages and attorney
fees.



 A-2
 






 



8.             Confidentiality
of Agreement.  I agree that the terms
and conditions of this Agreement are confidential and shall not be discussed,
disclosed or revealed by me to any third party, except to my attorneys, tax
advisors and spouse, and except
insofar as I am compelled by law to disclose it.


9.             Non-Disparagement.  In
addition to any other non-disparagement agreement to which I may be bound, I
expressly agree that I will not in any way disparage or otherwise cause to be
published or disseminated any negative statements, remarks, comments or
information regarding IT&E or any Releasee.


10.           General.  I acknowledge that I have
carefully read and fully understand the nature of this Agreement, that I have
been advised to consult with an attorney of my choosing before executing this
Agreement, that I have had the opportunity to consider this Agreement, and that
all of my questions concerning this Agreement have been answered to my
satisfaction.  I also agree that any rule
of construction to the effect that ambiguities are to be resolved against the
drafting party will not apply in the interpretation of this Agreement.  The provisions of this Agreement together
with the applicable provisions of the Employment Agreement and exhibits
thereto, set forth the entire agreement between me and Employer concerning my
employment with the same, my severance pay and benefits and my termination of
employment.  Any other promises, written
or oral, are replaced by provision of this Agreement, and are no longer
effective unless they are contained in this document or are expressly deemed to
survive the termination of my employment with IT&E in accordance with the
terms of the written document in which they are contained.  I acknowledge that I have received all
compensation to which I am currently entitled through my separation date, including,
without limitation, salary, bonuses and vacation pay.


11.           Attorneys Fees.  If
any proceeding or action is brought by either party to enforce or interpret the
terms of this Agreement, the prevailing party in such proceeding or action
shall be entitled to recover from the other its costs of suit, including,
without limitation, reasonable attorneys’ fees.


12.           Governing Law.  This
Agreement will be governed by and construed in accordance with the laws of the
United States and the Commonwealth of Massachusetts, without reference to its
conflicts of laws principles.


I hereby agree to submit to
binding arbitration before the American Arbitration Association (which means A
WAIVER OF THE EXECUTIVE’S RIGHT TO SUE IN COURT AND PROCEED BY A JUDGE OR JURY
TRIAL) all disputes and claims arising out of this Agreement.  I further and understand and agree that I
shall execute IT&E’s standard agreement to arbitrate, which is separate
from this Agreement and may be contained in IT&E’s Employee Handbook.  This Agreement will be the exclusive method
to resolve all disputes or controversies that I or the Company may have,
whether or not arising out of the my employment or termination of that
employment with the Company.  THE
AGREEMENT TO ARBITRATE CONSTITUTES A WAIVER OF ANY RIGHT THAT I OR THE COMPANY
MAY HAVE TO LITIGATE ANY CLAIM IN COURT IN A JUDGE OR JURY TRIAL.


*
* * * IMPORTANT NOTICE * * * *


This
Agreement includes a waiver of rights and claims that I may have arising under
the Age Discrimination in Employment Act of 1967 (Title 29, United States Code,
621 et seq.).  This waiver is in exchange
for the consideration described in paragraph 2 above.  Pursuant to the Older Workers Benefit Protection
Act (Public) law 101-433; 1990 S. 1551), I acknowledge that this Agreement is
intended to apply as a waiver of rights and claims arising under the Age
Discrimination in Employment Act of 1967.



 A-3
 






 



However, by executing this
Agreement, I do not waive rights and claims under the Age Discrimination in
Employment Act that may arise after the date of this Agreement is executed.                     
(Initials)


I
ACKNOWLEDGE THAT I HAVE THE OPPORTUNITY TO CONSIDER THIS AGREEMENT FOR 21
DAYS.  SHOULD I DECIDE NOT TO USE THE
FULL 21 DAYS, I KNOWINGLY AND VOLUNTARILY WAIVE ANY CLAIMS THAT I WAS NOT IN
FACT GIVEN THAT PERIOD OF TIME OR DID NOT USE THE ENTIRE 21 DAYS TO CONSULT AN
ATTORNEY AND/OR CONSIDER THIS AGREEMENT. 
I ACKNOWLEDGE AND UNDERSTAND THAT FOR A PERIOD OF SEVEN (7) DAYS
FOLLOWING MY EXECUTION OF THIS AGREEMENT, I MAY REVOKE THIS AGREEMENT AND
RELEASE, AND THE RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THIS
SEVEN (7) DAY REVOCATION PERIOD HAS EXPIRED. 
IF I DO NOT REVOKE THIS AGREEMENT AND THE RELEASE IN THE TIME FRAME
SPECIFIED, THIS AGREEMENT AND RELEASE SHALL BE DEEMED TO BE EFFECTIVE AT 12:01
A.M. ON THE EIGHTH DAY AFTER I EXECUTE THE SAME.                     
(Initials)


In exchange for the mutual
promises contained in this Agreement, the parties execute this Agreement as of
the date set forth below.


	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  
	
  Dated:

  	
   

  	
  , 200

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Philip Lavin, Ph.D.

  Employee (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  IT&E International Group, Inc.

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
  , 200

  	
   

  	
   

  	
   

  	
   

  



 



 A-4














 


EXHIBIT B



EMPLOYEE PROPRIETARY INFORMATION

AND INVENTIONS AGREEMENT


In
consideration of my employment or continued employment by IT&E International Group, Inc. (the “Company”), and the
compensation now and hereafter paid to me, I hereby agree as follows:


1.             NONDISCLOSURE.


1.1          Recognition
of Company’s Rights; Nondisclosure. 
At all times during my employment and thereafter, I will hold in
strictest confidence and will not disclose, use, lecture upon or publish any of
the Company’s Proprietary Information (defined below), except as such
disclosure, use or publication may be required in connection with my work for
the Company, or unless an officer of the Company expressly authorizes such in
writing.  I will obtain Company’s written
approval before publishing or submitting for publication any material (written,
verbal, or otherwise) that relates to my work at Company and/or incorporates
any Proprietary Information.  I hereby
assign to the Company any rights I may have or acquire in such Proprietary
Information and recognize that all Proprietary Information shall be the sole
property of the Company and its assigns.


1.2          Proprietary
Information.  The term “Proprietary Information” shall mean any and all confidential
and/or proprietary knowledge, data or information of the Company.  By
way of illustration but not limitation, the term “Proprietary Information” includes (a) tangible and intangible information relating
to compounds, biological materials, cell lines, samples of assay components,
media and/or cell lines and procedures and formulations for producing any such
assay components, media and/or cell lines, formulations, products, ideas,
processes, know-how, inventions, developments, designs, techniques, formulas,
works of authorship, methods, developmental or experimental work, clinical
data, test data, improvements, discoveries and trade secrets (hereinafter
collectively referred to as “Inventions”);
and (b) plans for research, development and new products, marketing and selling
information, business plans, budgets and unpublished financial statements,
licenses, prices and costs, suppliers, customers and vendors, and information
regarding the skills and compensation of other employees of the Company.


1.3          Third
Party Information.  I understand, in
addition, that the Company has received and in the future will receive from
third parties confidential or proprietary information (“Third Party Information”)
subject to a duty on the Company’s part to maintain the confidentiality of such
information and to use it only for certain limited purposes.  During the term of my employment and
thereafter, I will hold Third Party Information in the strictest confidence and
will not disclose to anyone (other than Company personnel who need to know such
information in connection with their work for the Company) or use, except in
connection with my work for the Company, Third Party Information unless
expressly authorized in writing by an officer of the Company.


1.4          No
Improper Use of Information of Prior Employers and Others.  During my employment by the Company I will
not improperly use or disclose any confidential information or trade secrets,
if any, of any former employer or any other person to whom I have an obligation
of confidentiality, and I will not bring onto the premises of the Company any
unpublished documents or any property belonging to any former employer or any
other person to whom I have an obligation of confidentiality unless consented
to in writing by that former employer or person.  I will use in the performance of my duties
only information which is generally known and used by persons with training and
experience comparable to my own, which is common knowledge in the industry or
otherwise legally in the public domain, or which is otherwise provided or
developed by the Company.


2.             ASSIGNMENT OF INVENTIONS.


2.1          Proprietary
Rights.  The term “Proprietary Rights”
shall mean all trade secret, patent, copyright, mask work and other
intellectual property rights throughout the world.


2.2          Prior
Inventions.  Inventions, if any, patented
or unpatented, which I made prior to the commencement of my employment with the
Company are excluded from the scope of this Agreement.  To preclude any possible uncertainty, I have
set forth on Schedule 2 (Previous Inventions)
attached hereto a complete list of all Inventions that I have, alone or jointly
with others, conceived, developed or reduced to practice or caused to be
conceived, developed or reduced to practice prior to the commencement of my
employment with the Company, that I consider to be my property or the property
of third parties and that I wish to have excluded from the scope of this
Agreement (collectively referred to as “Prior Inventions”).  If disclosure of any such Prior Invention
would cause me to



 B-1
  
 






 



violate any prior
confidentiality agreement, I understand that I am not to list such Prior
Inventions in Schedule 2 but am only to
disclose a cursory name for each such invention, a listing of the party(ies) to
whom it belongs and the fact that full disclosure as to such inventions has not
been made for that reason. A space is provided on Schedule 2
for such purpose.  If no such disclosure
is attached, I represent that there are no Prior Inventions.  If, in the course of my employment with the
Company, I incorporate a Prior Invention into a Company product, process or
machine, the Company is hereby granted and shall have a nonexclusive,
royalty-free, irrevocable, perpetual, worldwide license (with rights to
sublicense through multiple tiers of sublicensees) to make, have made, modify,
use and sell such Prior Invention. 
Notwithstanding the foregoing, I agree that I will not incorporate, or
permit to be incorporated, Prior Inventions in any Company Inventions without
the Company’s prior written consent.


2.3          Assignment
of Inventions. Subject to Sections 2.4, and 2.6, I hereby assign and agree
to assign in the future (when any such Inventions or Proprietary Rights are
first reduced to practice or first fixed in a tangible medium, as applicable)
to the Company all my right, title and interest in and to any and all
Inventions (and all Proprietary Rights with respect thereto) whether or not
patentable or registrable under copyright or similar statutes, made or
conceived or reduced to practice or learned by me, either alone or jointly with
others, during the period of my employment with the Company.  Inventions assigned to the Company, or to a
third party as directed by the Company pursuant to this Section 2, are
hereinafter referred to as “Company
Inventions”.


2.4          Nonassignable
Inventions.  This Agreement does not
apply to an Invention which qualifies fully as a nonassignable Invention under
Section 2870 of the California Labor Code (hereinafter “Section 2870”).  I have reviewed the notification on Schedule 1 (Limited Exclusion Notification) and agree that
my signature acknowledges receipt of the notification.


2.5          Obligation
to Keep Company Informed.  During the
period of my employment and for six (6) months after termination of my
employment with the Company, I will promptly disclose to the Company fully and
in writing all Inventions authored, conceived or reduced to practice by me,
either alone or jointly with others.  In
addition, I will promptly disclose to the Company all patent applications filed
by me or on my behalf within a year after termination of employment.  At the time of each such disclosure, I will
advise the Company in writing of any Inventions that I believe fully qualify
for protection under Section 2870; and I will at that time provide to the Company
in writing all evidence necessary to substantiate that belief.  The Company will keep in confidence and will
not use for any purpose or disclose to third parties without my consent any
confidential information disclosed in writing to the Company pursuant to this
Agreement relating to Inventions that qualify fully for protection under the
provisions of Section 2870.  I will
preserve the confidentiality of any Invention that does not fully qualify for
protection under Section 2870.


2.6          Government
or Third Party.  I also agree to
assign all my right, title and interest in and to any particular Company
Invention to a third party, including without limitation the United States, as
directed by the Company.


2.7          Works
for Hire.  I acknowledge that all
original works of authorship which are made by me (solely or jointly with
others) within the scope of my employment and which are protectable by
copyright are “works made for hire,” pursuant to United States Copyright Act
(17 U.S.C., Section 101).


2.8          Enforcement
of Proprietary Rights.  I will assist
the Company in every proper way to obtain, and from time to time enforce,
United States and foreign Proprietary Rights relating to Company Inventions in
any and all countries.  To that end I
will execute, verify and deliver such documents and perform such other acts
(including appearances as a witness) as the Company may reasonably request for
use in applying for, obtaining, perfecting, evidencing, sustaining and
enforcing such Proprietary Rights and the assignment thereof.  In addition, I will execute, verify and
deliver assignments of such Proprietary Rights to the Company or its
designee.  My obligation to assist the
Company with respect to Proprietary Rights relating to such Company Inventions
in any and all countries shall continue beyond the termination of my
employment, but the Company shall compensate me at a reasonable rate after my
termination for the time actually spent by me at the Company’s request on such
assistance.


In the event
the Company is unable for any reason, after reasonable effort, to secure my
signature on any document needed in connection with the actions specified in
the preceding paragraph, I hereby irrevocably designate and appoint the Company
and its duly authorized officers and agents as my agent and attorney in fact,
which appointment is coupled with an interest, to act for and in my behalf to
execute, verify and file any such documents and to do all other lawfully
permitted acts to further the purposes of the preceding paragraph with the same
legal force and effect as if executed by me. 
I hereby waive and quitclaim to the Company any and all claims, of any
nature whatsoever, which I now or may hereafter have for infringement of any
Proprietary Rights assigned hereunder to the Company.



 B-2
  
 






 



3.            RECORDS.  I agree to keep and maintain adequate and
current records (in the form of notes, sketches, drawings and in any other form
that may be required by the Company) of all Proprietary Information developed
by me and all Inventions made by me during the period of my employment at the
Company, which records shall be available to and remain the sole property of
the Company at all times.


4.             ADDITIONAL ACTIVITIES.  I agree that during the period of my
employment by the Company I will abide by the terms and conditions of that
certain Non-Competition and Non-Solicitation Agreement dated as of even date
hereof between myself and the Company (the “Non-Competition Agreement”).


5.             NO CONFLICTING OBLIGATION.  I represent that my performance of all the
terms of this Agreement and as an employee of the Company does not and will not
breach any agreement to keep in confidence information acquired by me in
confidence or in trust prior to my employment by the Company.  I have not entered into, and I agree I will
not enter into, any agreement either written or oral in conflict herewith.


6.             RETURN OF COMPANY DOCUMENTS.  When I leave the employ of the Company, I will
deliver to the Company any and all drawings, notes, memoranda, specifications,
devices, formulas, and documents, together with all copies thereof, and any
other material containing or disclosing any Company Inventions, Third Party
Information or Proprietary Information of the Company.  I further agree that any property situated on
the Company’s premises and owned by the Company, including disks and other storage
media, filing cabinets or other work areas, is subject to inspection by Company
personnel at any time with or without notice.


7.             LEGAL AND EQUITABLE REMEDIES.  Because my services are personal and unique
and because I may have access to and become acquainted with the Proprietary
Information of the Company, the Company shall have the right to enforce this
Agreement and any of its provisions by injunction, specific performance or
other equitable relief, without bond and without prejudice to any other rights
and remedies that the Company may have for a breach of this Agreement.


8.             NOTICES.  Any notices
required or permitted hereunder shall be given to the appropriate party at the
address specified below or at such other address as the party shall specify in
writing.  Such notice shall be deemed
given upon personal delivery to the appropriate address or if sent by certified
or registered mail, three (3) days after the date of mailing.


9.             NOTIFICATION OF NEW EMPLOYER.  In the event that I leave the employ of the
Company, I hereby consent to the notification of my new employer of my rights
and obligations under this Agreement.


10.          GENERAL PROVISIONS.


10.1        Governing
Law; Consent to Personal Jurisdiction. 
This Agreement will be governed by and construed according to the laws
of the Commonwealth of Massachusetts. 
Any claims or legal actions arising from or related to this Agreement
shall be commenced and maintained in a state or federal court located in
Massachusetts.


10.2        Severability.  In case any one or more of the provisions
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect the other provisions of this Agreement, and
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. 
If moreover, any one or more of the provisions contained in this
Agreement shall for any reason be held to be excessively broad as to duration,
geographical scope, activity or subject, it shall be construed by limiting and
reducing it, so as to be enforceable to the extent compatible with the
applicable law as it shall then appear.


10.3        Successors
and Assigns.  This Agreement will be
binding upon my heirs, executors, administrators and other legal
representatives and will be for the benefit of the Company, its successors, and
its assigns.


10.4        Survival.  The provisions of this Agreement shall
survive the termination of my employment and the assignment of this Agreement
by the Company to any successor in interest or other assignee.


10.5        Employment.
I agree and understand that nothing in this Agreement shall confer any right
with respect to continuation of employment by the Company, nor shall it interfere
in any way with my right or the Company’s right to terminate my employment at
any time, with or without cause.


10.6        Waiver.
No waiver by the Company of any breach of this Agreement shall be a waiver of
any preceding or succeeding breach.  No
waiver by the Company of any right under this Agreement shall be construed as a
waiver of any other right.  The Company
shall not be required to give notice to enforce strict adherence to all terms
of this Agreement.


10.7        Entire
Agreement.  The obligations pursuant to
Sections 1 and 2 of this Agreement shall apply



 B-3
  
 






 



to any time during which
I was previously employed, or am in the future employed, by the Company as a
consultant if no other agreement governs nondisclosure and assignment of
inventions during such period.  This
Agreement, including the Employment Agreement to which the Agreement is
attached (the “Employment Agreement”), and the Non-Competition Agreement
constitute the final, complete and exclusive agreement of the parties with
respect to the subject matter hereof and supersede and merges all prior
discussions between us; provided that the terms of the Employment Agreement
shall govern to the extent inconsistent with any terms contained herein.  No modification of or amendment to this
Agreement, nor any waiver of any rights under this Agreement, will be effective
unless in writing and signed by the party to be charged.  Any subsequent change or changes in my
duties, salary or compensation will not affect the validity or scope of this
Agreement.



 B-4
  














 


This Agreement
shall be effective as of the first day of my employment with the Company,
namely:


 


	
  

  	
      July
  31, 2006

  	
   

  



 


I HAVE READ THIS AGREEMENT CAREFULLY AND
UNDERSTAND ITS TERMS.  I HAVE COMPLETELY
FILLED OUT SCHEDULE 2 TO THIS AGREEMENT.


 


	
  Dated:

  	
     July
  31, 2006

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Philip
  Lavin, Ph.D.

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Philip Lavin,
  Ph.D.

  	
   

  	
   

  
	
  (Printed
  Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  4 California Avenue
  Framingham, MA 01701

  	
   

  	
   

  
	
  (Address)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted
  And Agreed To:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  IT&E
  International Group, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ Alastair
  McEwan

  	
   

  	
   

  
	
  Name:

  	
   Alastair
  McEwan

  	
   

  	
   

  
	
  Title:

  	
  Chief Executive
  Officer

  	
   

  	
   

  
							



 


[Signature
Page to Employee Proprietary Information And Inventions Agreement]



  
  














 


SCHEDULE
1


LIMITED
EXCLUSION NOTIFICATION


THIS IS TO NOTIFY you
in accordance with Section 2872 of the California Labor Code that the foregoing
Agreement between you and the Company does not require you to assign or offer
to assign to the Company any invention that you developed entirely on your own
time without using the Company’s equipment, supplies, facilities or trade
secret information except for those inventions that either:


1.             Relate at the
time of conception or reduction to practice of the invention to the Company’s
business, or actual or demonstrably anticipated research or development of the
Company; or


2.             Result from
any work performed by you for the Company.


To the extent a provision in the foregoing Agreement
purports to require you to assign an invention otherwise excluded from the
preceding paragraph, the provision is against the public policy of this state
and is unenforceable.


This limited exclusion does not apply to any patent or
invention covered by a contract between the Company and the United States or
any of its agencies requiring full title to such patent or invention to be in
the United States.


I ACKNOWLEDGE RECEIPT of
a copy of this notification.


 


	
   

  	
   

  	
  By:

  	
   Philip T. Lavin

  
	
   

  	
   

  	
  (printed name of
  employee)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  July 31, 2006

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WITNESSED BY:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Rose-Ellen Padavano

  	
   

  	
   

  	
   

  
	
  (printed
  name of representative)

  	
   

  	
   

  
						



 



 1-1
  














 


SCHEDULE
2


 


TO:                         IT&E
International Group, Inc.


 


FROM:                                                       Philip
T. Lavin


 


DATE:                                                           July
31, 2006


 


SUBJECT:            PREVIOUS INVENTIONS


 


 


1.             Except
as listed in Section 2 below, the following is a complete list of all
inventions or improvements relevant to the subject matter of my employment by
IT&E International Group, Inc. (the “Company”) that have been made or conceived
or first reduced to practice by me alone or jointly with others prior to my
engagement by the Company:


o            No
inventions or improvements.


x           See
below:


All specialized software for sample size calculation
and data analysis generated prior to June 25, 2006.  All statistical or programming techniques
defined or proposed in documents, technical reports, publications, and
presentations developed, co-authored, or given by Dr. Philip Lavin in journals,
technical reports, or talks.


o            Additional
sheets attached.


2.             Due
to a prior confidentiality agreement, I cannot complete the disclosure under
Section 1 above with respect to inventions or improvements generally listed
below, the proprietary rights and duty of confidentiality with respect to which
I owe to the following party(ies):


	
  Invention or Improvement

  	
   

  	
  Party(ies)

  	
   

  	
  Relationship

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
   

  	
   

  	
   

  



 


o            Additional
sheets attached.



 2-1