Daystar Technologies, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






Daystar Technologies, Inc.

	August 5, 2012 
	 
	Dale Hoover 
	8262 Talbert Ave 
	Huntington Beach CA 92646 
	 
	RE: Offer of Employment 
	 
	Dear Dale, 


On behalf of Daystar Technologies Inc (the “Company”), the
Board and I would like to extend the following offer for employment at the
Company and am pleased to outline below your terms of employment: 

	1. 	
      Title and Reporting Relationship. You will be
      employed as the CFO and will report to the CEO.

	 	 
	2. 	
      Start Date. Your start date shall be considered
      Friday, July 27th for the purposes of compensation.

	 	 
	3. 	
      Duties and Responsibilities. Your initial duties
      will be those set forth on Exhibit A hereto. It is expressly agreed that
      your duties may be amended from time to time at the request of the
      Company.

	 	 
	4. 	
      Base Salary. You will receive a salary equivalent
      to $200.000.00 on an annual basis, paid semi-monthly with customary
      payroll deductions. This position will be an exempt position and not
      subject to overtime or hourly pay requirements. Payment of salary will be
      in shares until such time as the company closes a major financing of no
      less than one million dollars, subject to share availability under the
      company’s employee stock option and compensation program as authorized by
      the Company’s shareholders and the company will make reasonable commercial
      efforts to provide for the registration of these shares.

	 	 
	5. 	
      Signing Bonus. Signing bonus shall be 200,000 of
      restricted shares of the Company’s stock with a value, using today’s
      closing price of $1.40 per share, of $280,000. The restricted shares shall
      be 200,000 shares with a cost basis of $0.01 and paid upon commencement of
      employment with vesting over 12 equal installments.

	 	 
	6. 	
      Annual Bonus. Eligible for participation in the
      Executive Bonus Plan.

	 	 
	7. 	
      Equity Stock Grants. You will be granted an equity
      interest in the Company as set forth in the final Grant
  Agreement.

	 	 
	8. 	
      Temporary Housing and Expense Reimbursement. The
      Company shall cover a reasonable housing allowance for up to six months
      while traveling and working in Kelowna, BC including hotel costs or a
      temporary apartment or a temporary room rental and a rental car or cost of
      temporary transportation.

	 	 
	9. 	
      Employee Benefits. You will be eligible to receive
      the benefits offered to other senior employees of the Company. All
      benefits are subject to modification by the
Company at its sole discretion. Your benefits shall include
      medical health insurance including a prescription drug plan, dental
      insurance, vision insurance if not included in the health insurance plan,
      company approved holidays, a four week vacation accrual. Certain benefits
      may require elective participation and/or mandatory
  contributions.



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	Daystar Technologies, Inc. 
	Dale Hoover Offer of Employment 
	August 5, 2012 



	10. 	
      Continuing Education and Professional
      Affiliations. The Company will pay for your continuing education and
      professional affiliations.

	 	 
	11. 	
      Foreign Taxes. The Company shall pay any
      difference in foreign taxes, if any.

	 	 
	12. 	
      Legal Status. You are an at-will employee of the
      Company, and your employment may be terminated at any time, for any
      reason, or without any reason, by you or by the Company subject to the
      terms of your final agreement. Reasonable severance will be
    provided.

	 	 
	13. 	
      Choice of Law. This agreement will be governed by
      the laws of the State of California, without regard to its conflict of law
      principles.



I look forward to your joining the Daystar Technologies team
and to a successful and mutually rewarding relationship.

	Sincerely, 	 
	  	 
	  	 
	/s/ Peter A. Lacey	 
	  	 
	Peter A. Lacey 	 
	Chairman of the Board and Interim CEO 
	As Authorized By and On Behalf of the Board of
      Directors of Daystar Technologies, Inc. 


Accepted and agreed:

Dale Hoover

	Signed: 	 	 
	 	 	 
	Dated:	 	 


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