Exhibit 10.1


GEM SOLUTIONS INC

7935 Airport Pulling Road

Naples, FL 34109


February 28, 2007


Mr. Mark Sampson


 


Dear Mark:


As a result of having to
downsize GEM Solutions, Inc. (“GEM” or the “Company”), GEM has agreed to accept
your resignation as Chief Executive Officer.


1.                                       Your
resignation will be effective as of the close of business on Wednesday January
31,  2007.


2.                                       You
shall also be paid, no later than March 15, 2007, for all unused vacation time
earned and accrued through January 31, 2007. 
In addition you will be reimbursed for any approved business expenses
incurred on or before your resignation date when a transaction for GEM in
complete.


3.                                       Provided
GEM continues to make group health insurance coverage available to its
employees, GEM shall pay any applicable monthly premium on your behalf, for the
period February 1, 2006 through April 30, 2007 at the same level of benefit as
you and your spouse and other beneficiaries participated in on January 31,
2007. In the event that group health insurance coverage becomes available to
you during the period February 1 2007 through April 30, 2007, as a result of
any subsequent employment, GEM’s obligations with respect to this paragraph of
this letter shall cease as of no later than the first day in which such group
health insurance coverage becomes available to you.


4.                                       GEM
will authorize and issue to you 200,000 shares of common stock in consideration
for unpaid salary and options to purchase 2,000,000 shares of common stock for
severance.  These options will have an
exercise price of $0.40 per share and shall be vested and exercisable in full
until January 31, 2009.  Within five (5)
days of the effective date of this letter, the Company will issue instruction
for the shares to be issued and deliver to you an option agreement in the form
attached hereto as Exhibit B.  Failure to
do so shall render the terms of this letter void.


5.                                       GEM
may secure your services as an Independent Agent to market and sell GEM
software or solicit qualified investors, subject to our reaching an agreement
as to the terms and conditions of an Independent Agent or Finders agreement.


6.                                       For
purposes of this letter, the “Company” shall mean GEM and all of its divisions,
parents, subsidiaries, affiliates or related entities.













7.                                       You
will be allowed to keep your Company-provided PC, however all Company data will
be removed from this computer by a GEM technician on or before April 28, 2007
please contact Brian Ellis to make proper arrangements for this to occur.  The conveyance of the forgoing equipment to
you does not include the conveyance or payment for any service fees of any kind
or any license agreements or software support.


8.                                       You
will not receive the compensation and benefits specified herein, unless you
sign and date where indicated below accepting the terms and conditions of this
letter and return this letter to me and do not revoke your acceptance.  Once you accept the terms and conditions of
this letter, you may revoke your acceptance for a period of seven (7) days
following the date you execute this letter. 
Any revocation within this period must be submitted in writing to John
E. Baker, Chief Executive Officer, GeM Solutions, Inc., 7935 Airport Pulling
Road N., Suite 201, Naples, FL 34109. 
The revocation must be personally delivered, or mailed and post marked
within seven (7) days of your acceptance of this letter.  This letter shall not become effective or
enforceable until the revocation period has expired.


9.                                       During
the month of February 2007, you shall make yourself available and cooperate in
providing assistance to the Company in concluding any business or legal
matters.  While the Company shall have no
obligation to compensate you for said time other than as set forth in this
letter, the Company will reimburse you for all reasonable and necessary
out-of-pocket expenses actually incurred by you as a result of your performance
of your obligations under this paragraph of this letter, provided you receives
the prior written approval for the expenses from me or the individual then
holding the office of CEO of GEM.  Your
cooperation and assistance under this paragraph of this letter shall not
unreasonably interfere with any employment search you are undertaking or any
subsequent employment obtained by you and you shall be permitted to take any
personal time off, provided such request is reasonable.


10.                                 You
represent and acknowledge that as an employee of the Company you had access to and
were entrusted with the Company’s confidential and proprietary business
information and/or trade secrets.  At all
times prior to, during, and following your separation you have maintained and
will maintain such information in strict confidence and have not disclosed and
will not disclose the information to any third party without the prior written
consent of me or the individual then holding the office of CEO of GEM.  In order to comply with these
obligations and duties, you shall contact me or the individual then holding the office of
CEO of GEM prior to making any disclosure of any business information
about the Company.



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11.                                 You
agree that you shall, no later than March 16, 2007, return to GEM all property of
the Company in your possession or control which refer or relate to the Company’s
business, or which are otherwise the property of the Company, including, but
not limited to, all confidential and proprietary business information, papers,
documents, letters, invoices, notes, memo­randa, keys, records, customer and
supplier lists, customer and supplier materials or documents, computers,
computer data, office equipment, and employment records, which were created by
you or other employ­ees, agents and members or suppliers of the Company in the
course of their employment and/or relationship with the Company, as well as
copies or multiple versions thereof, regardless of the form or medium retained
or stored in (including paper, electronic or digital form).  You shall not retain in your
possession or control any reproductions, copies or facsimiles that are the
property of the Company or that relate in any way to the business of the
Company.


12.                                 Except
as set forth in paragraph 13, by signing this letter and agreeing to its terms,
you knowingly and voluntarily release and forever discharge the Company and its
current or former officers, directors, shareholders, employees or agents, and
related parties, and/or all of its and their heirs, executors, assigns
(hereinafter collectively the “Released Parties”) from any and all claims,
actions, causes of action, grievances, liabilities, obligations, promises,
damages, agreements, rights, debts and expenses (including claims for attorneys’
fees and costs) of every kind, either in law or in equity, whether contingent,
mature, known or unknown, or suspected or unsuspected, which you, your heirs,
executors, administrators and assigns ever had, now has or may presently have,
for or by reason of any cause, matter or thing whatsoever, from the beginning
of the world to the date hereof including, but not limited to, any claim that
arises out of:


(a)           your employment with or separation
from the Company;


(b)           any allegation, claim or violation
arising under Title VII of the Civil Rights Act of 1964, as amended, the Civil
Rights Act of 1966, as amended, the Civil Rights Act of 1991,  the Age Discrimination in Employment Act of 1967, as amended,
Sections 1981 through 1988 of Title 42 of the United States Code, the Older
Workers Benefits Protection Act, the Equal Pay Act, as amended, the Americans
with Disabilities Act of 1990, the Rehabilitation Act of 1973,  the Federal Family and Medical Leave Act, the
Worker Adjustment Retraining and Notification Act, the Employee Retirement
Income Security Act of 1974, as amended, the Federal Fair Labor Standards Act,
the Immigration Reform and Control Act, the Occupational Safety and Health Act,
the National Labor Relations Act or any of their state or local counterparts
including, but not limited to, the Florida Civil Rights Act, the Florida Equal
Pay Law, the Florida Wage Discrimination Law, the Florida AIDS Act, the Florida
Discrimination on the Basis of Sickle Cell Trait Law;


(c)                                  any
allegation, claim or violation arising under Florida law regarding payment of
wages, termination of employment or any other matter;


(d)                                 any
other federal, state or local civil rights, employment or human rights law or
any other local, state or federal law, regulation or ordinance;



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(e)                                  any
allegation or claim for wrongful discharge, breach of contract, infliction of
emotional distress, defamation or any allegation or claim arising under any
policies, practices or procedures of the Company;


(f)                                    any
allegation, claim or violation arising under any public policy, or under common
law; or pursuant to contract or tort, and/or


(g)                                 any
claim for costs, fees or other expenses, including attorney’s fees, incurred in
these matters.


13.                                 Notwithstanding
anything contained herein to the contrary, you are not releasing the Company
from its obligations to you under those certain option agreements by and
between you and the Company.


14.                                 Except
as provided in paragraph 15, you release and discharge the Released Parties not
only from any and all claims which you could make on your own behalf, but you
also specifically waive any right to become, and promise not to become, a
member of any class in any proceeding or case in which a claim or claims against
Released Parties may arise, in whole or in part, from any event which occurred
as of the date of this letter.  It is
understood that if you, by no action of your own, become a mandatory member of
any class from which you cannot, by operation of law or order of court, opt
out, such mandatory class membership will not constitute a breach of this
letter, but you will not accept any recovery from the Company as a member of
such class.


15.                                 You represent and
warrant that you have not sold assigned, transferred, or otherwise conveyed to
any other person or entity all or any portion of my rights, claims, demands,
actions, or causes of action herein released. You further represent and
covenant not to sue or to bring, or assign to any third person, any claims or
charges against any of the Released Parties with respect to any matter covered
by the release set forth herein, and not to assert against any of the Released
Parties any action, grievance, suit, litigation or proceeding for any matter
covered by the release set forth herein including, but not limited to, any claims arising from, or attributable in any way
to, your employment or interactions with the Company, to the extent the same
relates to any matter or event occurring prior to the date of this Agreement,
before any federal, state or local court, or administrative agency, or to
participate in any such charge or complaint which may be made by any other
person or organization on your behalf unless you are required by law to do so;
and if any court or agency assumes jurisdiction of the same, you will direct
the court or agency to dismiss or withdraw it. 
You also shall withdraw and/or dismiss any such pending charges or
complaints.  You further represent and
warrant that you will not encourage or participate in any action against the
Company brought by any current, former or future shareholder of the
Company.  You further represent and
warrant that you will not encourage or participate in any action against the
Company brought by current or former employee unless you are required by law to
do so.



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16.                                 Nevertheless, this letter  does not prevent you from:  (i) filing a charge of discrimination with
the Equal Employment Opportunity Commission; (ii) cooperating with the Equal
Employment Opportunity Commission in an investigation of alleged
discrimination; or (iii) testifying in any cause of action when required to do
so by law.  However, except where
prohibited by law, you waive your right to recover any damages or other relief
in any claim or suit brought by or through the Equal Employment Opportunity
Commission or any other state or local agency on your behalf under the Age
Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as
amended, or the Americans with Disabilities Act, and under any claim or suit on
your behalf under any other federal, state or local law.


17.                                 Notwithstanding that your active employment
and service with the Company has ended, you understand and acknowledge
that you remain subject to certain obligations set forth in that certain
Employee Confidentiality, Non-Solicitation and Work Made for Hire Agreement by
and between you and the Stellar Technologies, Inc. (the predecessor in interest
to GEM) the terms of which are incorporated herein by reference as if set forth
herein in their entirety.


18.                                 You
acknowledge that the Company has advised you to read this letter and the
releases contained herein and to carefully consider all of its terms before
signing it.  The Company gave you at
least 21 days in which to consider this letter and the releases contained
herein.  The Company, in writing, advised
you to discuss this letter and the releases contained herein with an attorney
(at your own expense) during this period if you wished to do so and you have
had sufficient opportunity to discuss the terms of this letter and the releases
contained herein with an attorney.  You
understand the legal consequences of this letter and the releases contained
herein.


19.                                 Neither
this letter nor the furnishing of the consideration for this letter shall be
deemed or construed at any time to be an admission by either the Company or you
of any improper or unlawful conduct.  You
acknowledge that you have not suffered any age or other discrimination or
wrongful treatment by any of the Released Parties.  You shall not be considered a prevailing
party.


20.                                 This
letter and its terms are confidential and you shall not to disclose any
information regarding the terms of this letter, except to an attorney with whom
you choose to consult regarding this letter and the releases contained herein,
your financial consultant, your spouse or as required by law, and you will
advise any of those persons to keep such information confidential.


21.                                 The
provisions of this letter shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity and
enforceability of the other provisions of this letter.  If any provision of this letter is
unenforceable for any reason whatsoever, such provision shall be appropriately
limited and given effect to the extent that it may be enforceable, and under
such circumstance, you will sign and agree to abide by any documents presented
to you by the Company that are reasonably necessary to correct and carry out
the stated intent of this letter.



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22.                                 Any
dispute arising out of this letter or any dispute between you and the Released
Parties on any subject matter shall be tried without a jury.  You recognize that with this provision you
are expressly and voluntarily waiving your right to a jury trial and do so in
order to resolve any future disputes in a more efficient and cost-effective
manner.


23.                                 In
signing this letter, you represent and warrant that you are not relying on any
statements, representations or promises made by anyone including, but not limited
to, the Released Parties except as specifically set forth herein.


24.                                 This
letter shall be governed by the substantive laws of the State of Florida,
without regard to the principles governing conflicts of law.


25.                                 If
any term or provision of this letter is held to be invalid or unenforceable,
the remaining portions of this letter will continue to be valid and will be
performed, construed and enforced to the fullest extent permitted by law, and
the invalid or unenforceable term will be deemed amended and limited in
accordance with the intent of the parties, as determined from the face of the
letter, to the extent necessary to permit the maximum of enforceability or
validation of the term or provision.


26.                                 This
letter may only be changed or modified, and any provision hereof may only be
waived in writing signed by you and an officer or director of GEM.


27.                                 This
letter constitutes and contains the entire agreement and understanding between
you and the Company and supersedes and replaces all prior negotiations and
agreements proposed or otherwise, whether written or oral, between you and the
Company.


Mark, thank you for the
service and dedication you provided to GEM. 
We wish you all the best in your future endeavours.


Sincerely,


 


	
  /s/ John E. Baker

  
	
  John E. Baker

  
	
  CEO, GEM
  Solutions Inc.

  



 


BY
SIGNING THIS LETTER, YOU STATE THAT:


A.            YOU HAVE CAREFULLY READ IT.


B.                                     YOU
FULLY UNDERSTAND IT AND KNOW THAT YOU ARE GIVING UP IMPORTANT RIGHTS AS MORE
PARTICULARLY DESCRIBED IN THE LETTER AND THE RELEASES CONTAINED HEREIN, AND
PURSUANT TO ANY OTHER AGREEMENTS OR CONTRACTS YOU MAY HAVE WITH THE COMPANY.


C.            YOU AGREE WITH EVERYTHING IN IT.



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D.                                    YOU
HAVE BEEN ADVISED OF YOUR RIGHT TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT.


E.                                      YOU
HAVE BEEN GIVEN WHAT YOU CONSIDER TO BE A SUFFICIENT PERIOD OF TIME TO REVIEW
AND CONSIDER THIS LETTER AND THE RELEASES CONTAINED HEREIN BEFORE SIGNING IT,
AND YOU UNDERSTAND THAT FOR A PERIOD OF SEVEN (7) DAYS AFTER SIGNING IT, YOU
MAY REVOKE YOUR ACCEPTANCE OF IT IN THE MANNER PROVIDED IN THIS LETTER.


F.                                      YOU
HAVE SIGNED THIS LETTER KNOWINGLY AND VOLUNTARILY.


G.                                     YOU
AGREE THAT THE PROVISIONS OF THIS LETTER MAY NOT BE AMENDED, WAIVED, CHANGED,
OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED
REPRESENTATIVE OF GEM.


PLEASE READ CAREFULLY BEFORE
SIGNING.  THIS LETTER INCLUDES A RELEASE
OF ALL KNOWN AND UNKNOWN, FORESEEN AND UNFORESEEN, AND SUSPECTED AND
UNSUSPECTED CLAIMS.


AGREED TO AND
ACCEPTED BY:


	
  /s/ Mark Sampson

  	
   

  
	
  Mark Sampson

  	
   

  
	
   

  	
   

  
	
  March 1, 2007

  	
   

  
	
  Dated

  	
   

  



 



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EXHIBIT A


ENDORSEMENT


I, Mark Sampson,
hereby acknowledge that I have been advised that I have 21 days in which to
consider the foregoing letter and voluntarily chose to sign the letter and the
releases contained therein prior to the expiration of the 21-day period.


I declare under
penalty of perjury under the laws of the State of Florida that the foregoing is
true and correct.


EXECUTED this  1   day
of March, 2007 at  Vancouver, B.C.


 


	
  

  	
      /s/
  Mark Sampson

  
	
   

  	
  Mark Sampson

  



 



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