exhibit_4-2.htm


    

      
        

      

      Exhibit
4.2

      


       

      CONSULTING
AGREEMENT

      


      This
AGREEMENT dated as of  December 15, 2008 between Carbon Credits
International, Inc., a Nevada corporation located in Las Vegas, Nevada (the
Company), and  BRAVERMAN INTERNATIONAL, P.C., a Colorado corporation
located at 1255 McDonald Drive, Prescott, Arizona (the Executive, or
Employee).

      


      W I T N E
S S E T H:

      


      WHEREAS,
the Company desires that Executive serve as the Companys Chief Financial
Officer; and

      


      WHEREAS,
in order to induce Executive to agree to serve in such capacity, the Company
hereby offers Executive certain compensation and benefits of retention, as
described herein.

      


      WHEREAS,
Executive is willing to serve in this position on the terms and conditions
hereinafter set forth;

      


      NOW,
THEREFORE, in consideration of the promises and of the mutual covenants
contained herein, the Company and Executive hereby agree as
follows:

      


      
        
          	
                  1.

                	
                  Retention

                


        

      

      


      The
Company hereby agrees to employ Executive and Executive hereby agrees to be
retained upon the terms and conditions hereinafter set forth.

       

      
        
          	
                  2.

                	
                  Nature of
  Retention

                


        

      

       

      During
the term of this Agreement, Executive shall serve as Chief Financial Officer,
and as a member of the Companys Board of Directors (the Board) and shall have
such responsibilities and authority consistent with such positions as may be
reasonably assigned to him by the Board. Executive shall devote his required
time and attention and best efforts to perform successfully his duties and
advance the Companys interests. Employee shall abide by the Companys policies,
procedures, and practices, as they may exist from time to time. Executive shall
be responsible to the Board, rendering the services and performing the duties
prescribed by the Board

      


      The
Executive shall be retained at the Companys office in Las Vegas, Nevada, and his
principal duties shall be performed primarily in Prescott, Arizona, except for
business trips reasonable in number and duration.

       

      
        
          	
                  3.

                	
                  Term

                


        

      

      


      The
retention of the Executive hereunder shall begin on the date hereof and shall
continue in full force and effect for a period of three (3) years, and
thereafter shall be automatically renewed for successive one-year periods unless
the Company gives the Executive written notice of termination within six (6)
months prior to the end of any such period or until the occurrence of a
Termination Date, as defined in Section 6 (the "Term").

       

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      
        
          	
                  4.

                	
                  Compensation

                
	 
      	 
      
	
                  4.1

                	
                  As
      compensation for the Executives services during the Term, the Company
      shall pay the Executive an annual base salary at the rate of TWO HUNDRED
      TEN THOUSAND Dollars ($210,000) for the first full year and shall increase
      by $60,000 for each of the remaining two years, payable in accordance with
      the Companys reasonable policies, procedures, and practices, as they may
      exist from time to time. Prior to the end of each year during the Term,
      the Compensation Committee of the Company shall undertake an evaluation of
      the services of the Executive during the year then ended in accordance
      with the Companys compensation program at the date hereof (the Program).
      The Company shall consider the performance of the Executive, his
      contribution to the success of the Company and entities under common
      control with the Company (collectively, Affiliates), and other factors and
      shall fix an annual base salary to be paid to the Executive during the
      ensuing year.

                
	 
      	 
      
	
                  4.2

                	
                  Notwithstanding
      the foregoing, the Company may change the Program from time to time or
      institute a successor to the Program, but the Executives annual base
      salary shall in no event be less than his annual base salary in effect on
      the date of change, adjusted regularly to reflect increases in the cost of
      living and comparable compensation for like positions.

                
	 
      	 
      
	
                  4.3

                	
                  The
      executive shall participate in the Company incentive compensation programs
      in accordance with the following subparagraphs (i) and
    (ii):

                


        

      

       

      
        
          	
                  (i)  

                	
                  Incentive Plan
      - The executive shall be covered by the cash bonus plan and shall be
      afforded the opportunity thereunder to receive a target award of 25% of
      annual base salary payable in cash and a target award of 25% of annual
      base salary payable in Company Common Stock or options below, to be
      awarded upon the achievement of reasonable performance goals; provided
      that the Company may from time to time change the Program or institute a
      successor to the Program, so long as the Executive continues to be
      eligible to receive bonus awards of percentages of annual base salary in
      amounts at least equal to those specified as in effect on the date
      hereof.

                


        

      

      


      
        
          	
                  (ii)  

                	
                  Stock Option
      Plan - Executive shall be entitled to participate in the Companys
      stock option plan when implemented. In accordance with this plan the Board
      may from time to time, but without any obligation to do so, grant stock
      options to the Executive upon such terms and conditions as the Board shall
      determine in its sole discretion. If the Company no longer has a class of
      stock publicly-traded by reason of a Change in Control of the Company, as
      defined in Section 6.3, the Companys obligation under this Section 4.3
      will be satisfied through options granted by the issuer with public stock
      then in control of the
Company.

                


        

      

       

      
        	
                4.4 

              	
                If
      the Executive is prevented by disability, for a period of six consecutive
      months, from continuing fully to perform his obligations hereunder, the
      Executive shall perform his obligations hereunder to the extent he is able
      and after six months the Company may reduce his annual base salary to
      reflect the extent of the disability; provided that in no event may such
      rate, when added to payments received by him under any disability or
      qualified retirement or pension plan to which the Company, Affiliate, or
      Executive contributes or has contributed, be less than $75,000. If there
      should be a dispute about the Executives disability, disability shall be
      determined by the Board of Directors of the Company based upon a report
      from a physician, reasonably acceptable to the Executive, who shall have
      examined the Executive. If the Executive claims disability, the Executive
      agrees to submit to a physical examination at any reasonable time or times
      by a qualified physician designated by the Chairman of Board of the
      Company and reasonably acceptable to the Executive. Notwithstanding any
      provision in this Section, the Company shall not be obligated to make any
      payments to Executive on account of disability after the expiration of
      this Agreement.

              


      

       

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      
        
          
            	
                    5. 

                  	
                    Executive Benefits

                  
	 
      	 
      
	 
      	
                    The
      Executive shall be entitled to participate in all employee pension benefit
      plans, all employee welfare benefit plans (each as defined in the Employee
      Retirement Income Security Act of 1974) and all pay practices and other
      compensation arrangements maintained by the Company, on a basis at least
      as advantageous to the Executive as the basis on which other executive
      employees of the Company are eligible to participate and on a basis at
      least as advantageous to the Executive as the basis on which he
      participates therein on the date hereof. Executive shall, during the term
      of his retention hereunder, continue to be provided with such benefits at
      a level at least equivalent to the initial benefits provided or to be
      provided hereunder. Without limiting the generality of the foregoing, the
      Executive shall be entitled to the following employee benefits
      (collectively, with the benefits contemplated by this Section 5, the
      Benefits):

                  
	 
      	 
      
	
                    5.1 

                  	
                    The
      Executive and Executives dependents shall participate, at their option in
      any medical insurance plans and programs comparable in scope to the
      coverage afforded on the date hereof, with only such contribution by the
      Executive toward the cost of such insurance as may be required from time
      to time from other executive officers of the Company. If a Change in
      Control of the Company, as defined in Section 6.3, shall have occurred,
      the Company may not change the carriers providing medical insurance
      immediately before the change without the consent of the Executive, which
      consent will not be unreasonably withheld.

                  
	 
      	 
      
	
                    5.2

                  	
                    Life
      Insurance. Executive shall be entitled to group term life insurance
      coverage of an amount equal to no less than $500,000, all premiums being
      paid by the Company.

                  
	 
      	 
      
	
                    5.3

                  	
                    Long-Term
      Disability Insurance. The Company shall maintain in effect long term
      disability insurance providing Executive in the event of his disability
      (as defined in Section 4.4 hereof) with compensation annually equal to at
      least $120,000.

                  
	 
      	 
      
	
                    5.4

                  	
                    The
      Executive shall be entitled to paid time off (PTO) of no less than thirty
      nine (39) days each year. Such PTO shall be accrued and taken in
      accordance with the Companys policies and practices, as they may exist
      from time to time.

                  
	 
      	 
      
	
                    5.5

                  	
                    The
      Company shall reimburse the Executive from time to time for the reasonable
      expenses incurred by the Executive in connection with the performance of
      his obligations hereunder.

                  
	 
      	 
      
	
                    5.6

                  	
                    During
      such times as the Company is eligible and financially qualified to obtain
      the same, the Company shall maintain directors and officers liability
      insurance applicable to the Executive in amounts established by the Board
      of Directors.

                  


          

        

      

      


      Notwithstanding
the foregoing, the Company may from time to time change or substitute a plan or
program under which one or more of the Benefits are provided to the Executive,
provided that the Company first obtains the written consent of the Executive,
which the Executive agrees not unreasonably to withhold, taking into account his
personal situation.

      


      
        
          	
                  6.

                	
                  Termination Date;
      Consequences for Compensation and Benefits 

                
	 
      	 
      
	
                  6.1 

                	
                  Definition
      of Termination Date. The first to occur of the following events shall be
      the Termination Date:

                
	 
      	 
      
	
                  6.1.1 

                	
                  The
      date on which the Executive becomes entitled to receive long-term
      disability payments by reason of total and permanent
      disability;

                
	 
      	 
      
	
                  6.1.2

                	
                  The
      Executives death;

                


        

      

       

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      
        
          	
                  6.1.3 

                	
                  Voluntary
      resignation after one of the following events shall have occurred, which
      event shall be specified to the Company by the Executive at the time of
      resignation: material reduction in the responsibility, authority, power or
      duty of the Executive or a material breach by the Company of any provision
      of this Agreement, which breach continues for 30 days following notice by
      the Executive to the Company setting forth the nature of the breach
      (Resignation with Reason);

                
	 
      	 
      
	
                  6.1.4

                	
                  Voluntary
      resignation not accompanied by a notice of reason described in Section
      6.1.3 (General Resignation);

                
	 
      	 
      
	
                  6.1.5

                	
                  Discharge
      of the Executive by the Company after one of the following events shall
      have occurred, which event shall be specified in writing to the Executive
      by the Company at the time of
discharge:

                


        

      

       

      
        	
                (i)  

              	
                a
      felonious act committed by Executive during his retention
      hereunder,

              


      

      


      
        	
                (ii)  

              	
                any
      act or omission on the part of Executive not requested or approved by the
      Company constituting willful malfeasance or gross negligence in the
      performance of his duties
hereunder,

              


      

      


      
        	
                (iii)  

              	
                any
      material breach of any term of this Agreement by the Executive which is
      not cured within 30 days after written notice from the Board to the
      Employee setting forth the nature of the breach (Discharge for
      Cause);

              


      

      


      For
purposes of this subparagraph (6.1.5), no act or failure to act on the
Executives part shall be considered willful unless done or omitted to be done by
Executive not in good faith and without reasonable belief that Executives action
or omission was in the best interest of the Company. Notwithstanding the
foregoing, Executive shall not be deemed to have been discharged for Cause
unless and until there shall have been delivered to Executive a copy of a Notice
of Termination (as defined below) from the Chairman of the Board of the Company
stating that in his good faith opinion Executive was guilty of conduct set forth
in clauses (i), (ii), or (iii) above of this subparagraph (6.1.5) and specifying
the particulars thereof in detail.

       

      
        	
                6.1.6

              	
                Discharge
      of the Executive by the Company not accompanied by a notice of cause
      described in Section 6.1.5 (General
Discharge).

              


      

      


      For
purposes of this Agreement Notice of Termination shall mean a notice which
indicates the specific termination provision in this Agreement relied upon and
sets forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of Executives retention under the provision so indicated.
Each Notice of Termination shall be delivered at least sixty (60) days prior to
the effective date of termination.

       

      
        	
                6.1

              	
                Consequences
      for Compensation and Benefits

              


      

       

      (a)    If
the Termination Date occurs by reason of disability, death, General Resignation
or Discharge for Cause, the Company shall pay compensation to the Executive
through the Termination Date and shall pay to the Executive all Benefits accrued
through the Termination Date, payable in accordance with the respective terms of
the plans, practices and arrangements under which the Benefits were
accrued.

       

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      (b)    If
the Termination Date occurs by reason of General Discharge or Resignation with
Reason, (i) all stock options held by the Executive shall become immediately
exercisable and shall remain exercisable for three (3) years after the
Termination Date, (ii) the Company shall continue the health coverage
contemplated by Section 5.1 for a period of two (2) years thereafter, (iii) the
Company shall engage for the Executive, at the Companys expense, outplacement
services appropriate to the Executives position, for up to twelve months after
the Termination Date, and (iv) the Executive shall be entitled to receive,
within 60 days after the Termination Date, the amount set forth in Section
6.2.1.

       

      
        	
                6.2.1

              	
                The
      Executives annual base salary at the Termination Date plus the target
      bonus for the year in which the Termination Date occurs, multiplied by two
      (2) (i.e., 2 times base salary plus target bonus).

              
	 
      	 
      
	
                6.3

              	
                Change
      in Control.

              
	 
      	 
      
	 
      	
                In
      the event of the occurrence of a Change in Control (as defined below),
      this Agreement may be terminated by Executive upon the occurrence
      thereafter of one or more of the following events:

              
	 
      	 
      
	 
      	
                1)
      Termination by Executive of his retention with the Company may be made
      within two (2) years after a Change in Control and upon the occurrence of
      any of the following events:

              


      

       

      (a.) A
significant adverse change in the nature or scope of the Executives authorities,
powers, functions, responsibilities or duties as a result of the Change in
Control, a reduction in the aggregate of Executives existing base salary and
existing Incentive Plan received from the Company, or termination of Executives
rights to any existing Executive Benefit to which he was entitled immediately
prior to the Change in Control or a reduction in scope or value thereof without
the prior written consent of Executive;

      


      (b.) The
liquidation, dissolution, merger, consolidation or reorganization of the Company
or transfer of all or a significant portion of its business and/or assets (by
liquidation, merger, consolidation, reorganization or otherwise) unless the
successor or successors to which all or a significant portion of its business
and/or assets have been transferred (directly or by operation of law) shall have
assumed all duties and obligations of the Company under this Agreement pursuant
to Section 12.5 hereof; or

      


      (c.) The
Company shall relocate its principal executive offices or require Executive to
have as his principal location of work any location which is in excess of 50
miles from the location thereof immediately prior to the relocation date or to
travel from his office in the course of discharging his responsibilities or
duties hereunder more than thirty (30) consecutive calendar days or an aggregate
of more than ninety (90) calendar days in any consecutive 365-calendar day
period without in either case his prior consent.

       

      (d.)
Failure to elect or re-elect Executive, or removal of Executive, as a director
of the Company (or any successor thereto), if Executive shall have been a
director of the Company immediately prior to the Change in Control, or the
office of the Company which Executive held immediately prior to a Change in
Control; however, in a Change in Control as a result of merger or acquisition,
it is understood by the parties that the entire Board of Directors of the
Company may be dissolved and this Paragraph 6.3(1)(d) will not apply in such
case.

       

      
        	 
      	
                2)
      Subsequent to a change in control of the Company, the failure by the
      Company to obtain the assumption of the obligation to perform this
      Agreement by any successor as contemplated in Section 12.5 hereof or
      otherwise; or

              


      

       

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      
        
          
            	 
      	
                    3)
      Subsequent to a Change in Control of the Company, any purported
      termination of Executives retention that is not effected pursuant to a
      Notice of Termination satisfying the requirement of Section 6.1.5
      hereof.

                  
	 
      	 
      
	
                    6.3.1

                  	
                    A
      Change in Control of the Company shall occur upon the first to occur of
      the date when (a) a person or group beneficially owns (as defined in Rule
      13d-3 promulgated under the Securities Exchange Act of 1934) in the
      aggregate 50% or more of the outstanding shares of capital stock entitled
      to vote generally in the election of the Directors of the Company (b)
      there occurs a sale of all or substantially all of the business and/or
      assets of the Company or (c) persons who were Directors of the Company on
      October 17, 2007 no longer constitute a majority of the Board of Directors
      of the Company.

                  
	 
      	 
      
	
                    6.3.2

                  	
                    If
      a Change in Control of the Company shall have occurred within six (6)
      months prior to the Termination Date or the Executive terminates this
      Agreement under Section 6.3 the Executive will be entitled to receive,
      within 60 days after the Termination Date, the Executives annual base
      salary at the Termination Date plus the target bonus for the year in which
      the Termination Date occurs multiplied by four (4) (i.e., 4 times base
      salary plus target bonus), all stock options held by the Executive shall
      become immediately exercisable and shall remain exercisable for three (3)
      years after the Termination Date. The Company shall continue the health
      coverage contemplated by Section 5.1 for a period of two (2) years
      thereafter.

                  
	 
      	 
      
	
                    6.4

                  	
                    Liquidated
      Damages: No Duty to Mitigate Damages. The amounts payable pursuant to
      Sections 6.2 and 6.3 shall be deemed liquidated damages for the early
      termination of this Agreement and shall be paid to the Executive
      regardless of any income the Executive may receive from any other
      employer, and the Executive shall have no duty of any kind to seek
      retention from any other employer during the balance of the
      Term.

                  
	 
      	 
      
	
                    7.

                  	
                    Indemnification

                  
	 
      	 
      


          

        

      

      To the
fullest extent permitted by law, the Company shall indemnify the Executive and
hold him harmless from and against all loss, cost, liability and expense
(including reasonable attorneys fees) arising from the Executives service to the
Company or any Affiliate, whether as officer, director, employee, fiduciary of
any employee benefit plan or otherwise.

       

      
        
          	
                  8.

                	
                  Agreement
      Not to
Compete 

                


        

      

       

      The
Executive agrees that, while serving as an Executive of the Company, he will
not, without the written consent of the Chairman of the Board of the Company,
serve as an employee or director of any business entity other than the Company
and its Affiliates, but may serve as a director of a reasonable number of
not-for-profit corporations and may devote a reasonable amount of time to
charitable and community service. For the period beginning on the Termination
Date and continuing for the number of year specified below, the Executive shall
not engage, directly or indirectly in any business competitive with that of the
Company:

      


      
        
          
            
              	 
      	
                      Termination
      Benefit

                    	 
      	
                      Period

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      Amount
      set forth in Section 6.2.1

                    	 
      	
                      1.0

                    	
                      Year

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      Amount
      set forth in Section 6.3.2

                    	 
      	
                      1.5

                    	
                      Years

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      Neither
      the amount set forth in Section 6.2.1 nor the amount set forth in Section
      6.3.2

                    	 
      	
                      1.0

                    	
                      Year

                    
	 
      	 
      	 
      	 
      


            

          

        

      

       

      
        
          	
                  9.

                	
                  Agreement Not to
  Solicit

                


        

      

      


      For one
year following any Termination Date, regardless of the reason, the Executive
shall not solicit any employee of the Company or an Affiliate to leave such
retention and to provide services to the Executive or any business entity by
which the Executive is retained or in which the Executive has a material
financial interest. Soliciting a former employee of the Company and its
Affiliates to provide such services shall not be a violation of this
Agreement.

       

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      
        
          	
                  10.

                	
                  Confidential
      Information 

                


        

      

      


      Unless
the Executive shall first secure consent of the Company, the Executive shall not
disclose or use, either during or after the Term for a period of five (5) years,
any secret or confidential information of the Company or any Affiliate, whether
or not developed by the Executive, except as required by his duties to the
Company or the Affiliate.

      


      Executive
will sign a Employee Confidentiality, Inventions, and Non-Competition Agreement,
which shall control over this Agreement (except for Section 8 of this Agreement)
if any conflict exists between it and this Agreement .

      


      
        
          	
                  11.

                	
                  Arbitration

                


        

      

      


      Any
dispute or differences concerning any provision of this Agreement which cannot
be settled by mutual accord between the parties shall be settled by arbitration
in Las Vegas, Nevada in accordance with the rules then in effect of the American
Arbitration Association, except as otherwise provided herein. The dispute or
differences shall be referred to a single arbitrator, if the parties agree upon
one, or otherwise to three arbitrators, one to be appointed by each party and a
third arbitrator to be appointed by the first named arbitrators; and if either
party shall refuse or neglect to appoint an arbitrator within 30 days after the
other party shall have appointed an arbitrator and shall have served a written
notice upon the first mentioned party requiring such party to make such
appointment, then the arbitrator first appointed shall, at the request of the
party appointing him, proceed to hear and determine the matters in difference as
if he were a single arbitrator appointed by both parties for the purpose, and
the award or determination which shall be made by the arbitrator shall be final
and binding upon the parties hereto. The arbitrator or arbitrators shall each
have not less than five (5) years experience in dealing with the subject matter
of the dispute or differences to be arbitrated. Any award maybe enforced in any
court of competent jurisdiction. The expenses of any such arbitration shall be
paid by the non-prevailing party, as determined by the final order of the
arbitrators.

      


      
        
          	
                  12.

                	
                  Miscellaneous

                
	 
      	 
      
	
                  12.1 

                	
                  Notices 

                


        

      

      


      All
notices in connection with this Agreement shall be in writing and sent by
postage prepaid first class mail, courier, or telefax, and if relating to
default or termination, by certified mail, return receipt requested, addressed
to each party at the address indicated below:

      


      If to the
Company:

      Hans J.
Schulte, President

      Carbon
Credits International, Inc.

      3200 W.
Sahara Avenue

      Suite
800

      Las
Vegas, Nevada 89102

      Attn:
Chief Executive Officer

      


      Copy
To:

      Ivan
Braverman, President

      Braverman
International, P.C.

      1255
McDonald Drive

      Prescott,
Arizona,86303

      


      Or to
such other address as the addressee shall last have designated by notice to the
communicating party. The date of giving of any notice shall be the date of
actual receipt.

      


       

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      
        	
                12.2

              	
                Governing
      Law

              


      

      


      This
Agreement shall be deemed a contract made and performed in the State of Nevada,
and shall be governed by the internal and substantive laws of
Nevada.

      


      
        	
                12.3

              	
                Severability

              


      

      


      Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision or in the interpretation
in any other jurisdiction; however, such provision shall be deemed amended to
conform to applicable laws and to accomplish the intentions of the
parties.

      


      
        	
                12.4

              	
                Entire
      Agreement; Amendment

              


      

      


      This
Agreement constitutes the entire agreement of the parties and may be altered or
amended or any provision hereof waived only by an agreement in writing signed by
the party against whom enforcement of any alteration, amendment, or waiver is
sought. No waiver by a party of any breach of this Agreement shall be considered
as a waiver of any subsequent breach.

      


      
        	
                12.5

              	
                Successors
      and Assigns

              
	 
      	 
      
	
                12.5.1 

              	
                The
      Company will require any successor (whether direct or indirect, by
      purchase, merger, consolidation or otherwise) to expressly assume and
      agree to perform this Agreement in the same manner and to the same extent
      that the Company would be required to perform it if no such succession had
      taken place. Failure of the Company to obtain such agreement prior to the
      effectiveness of any such succession shall be a breach of this Agreement
      and shall entitle Executive to compensation from the Company in the same
      amount and on the same terms as Executive would be entitled hereunder if
      Executive terminated his retention for Change of Control. As used in this
      Section 12.5.1, Company shall mean the Company as hereinbefore defined and
      any successor to its business and/or assets as aforesaid which executes
      and delivers the Agreement provided for in this Section 12.5.1 or which
      otherwise becomes bound by all the terms and provisions of this Agreement
      by operation of law.

              
	 
      	 
      
	
                12.5.2 

              	
                This
      Agreement is intended to bind and inure to the benefit of and be
      enforceable by Executive and the Company, and their respective successors
      and assigns, except that Executive may not assign any of his rights or
      delegate any of his duties without the prior written consent of the
      Company.

              
	 
      	 
      
	
                12.6

              	
                Assignability

              


      

      


      Neither
this Agreement nor any benefits payable to the Executive hereunder shall be
assigned, pledged, anticipated, or otherwise alienated by the Executive, or
subject to attachment or other legal process by any creditor of the Executive,
and notwithstanding any attempted assignment, pledge, anticipation, alienation,
attachment, or other legal process, any benefit payable to the Executive
hereunder shall be paid only to the Executive or his estate.

       

      


       

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

       

      IN
WITNESSES WHEREOF, the Company and its President hereunto duly authorized, and
the Employee have signed and sealed this Agreement as of the date first written
above.

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    By:

                                  	
                                    CARBON
      CREDITS INTERNATIONAL, INC.

                                  	 
      	By:	
                                    Braverman
      International, P.C.

                                  
	 
      	 
      	 
      	 
      	 
      
	
                                    Name:

                                  	
                                    /s/ 
      Hans J. Schulte

                                  	 
      	
                                    Name:

                                  	
                                    /s/ 
      Ivan Braverman

                                  
	 
      	 
      	 
      	 
      	 
      
	
                                    Title:

                                  	
                                    PRESIDENT

                                  	 
      	
                                    Title:

                                  	
                                    President

                                  
	 
      	 
      	 
      	 
      	 
      
	
                                    Date:

                                  	
                                    DECEMBER
      15, 2008

                                  	 
      	
                                    Date:

                                  	
                                    DECEMBER
      15,
2008

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

      


       

       

       

       

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