EXHIBIT 10.1


                              EMPLOYMENT AGREEMENT


         EMPLOYMENT AGREEMENT (the "Agreement") effective as of the 8th day of
February, 2005 between VISION ENERGY GROUP, INC., a Nevada corporation (together
with its successors and assigns referred to herein as the "Corporation"), with
principal executive offices located at 385 Freeport Blvd #1, Sparks, NV 89431,
and RUSSELL L. SMITH, 4333 Admiralty Way, Suite 100P, Marina Del Rey, CA 90292
(the "Executive").

                               W I T N E S E T H:

         WHEREAS, the Corporation desires to employ Executive as the President
to engage in such activities and to render such services under the terms and
conditions hereof and has authorized and approved the execution of this
Agreement; and

         WHEREAS, Executive desires to be employed by the Corporation under the
terms and conditions hereinafter provided;

         NOW, THEREFORE, in consideration of the mutual covenants and
undertakings herein contained, the parties agree as follows:

      1. Employment, Duties and Acceptance.

                   1.1 Services. The Corporation hereby employs Executive, for
the Term (as hereinafter defined in Section 2 hereof), to render services to the
business and affairs of the Corporation in the office referenced in the recitals
hereof and, in connection therewith, shall perform such duties as directed by
the Board of Directors of the Corporation from time to time, in its reasonable
discretion, and shall perform such other duties as shall be consistent with the
responsibilities of such office (collectively the "Services"). Executive shall
perform activities related to such office as he shall reasonably be directed or
requested to so perform by the Corporation's Board of Directors, to whom he
shall report. Executive shall use his best efforts, skill and abilities to
promote the interests of the Corporation and its subsidiaries.

                   1.2 Acceptance. Executive hereby accepts such employment and
agrees to render the Services.

                   1.3 Representations of the Executive. The Executive
represents and warrants to the Corporation that his execution and delivery of
this Agreement, his performance of the Services hereunder and the observance of
his other obligations contemplated hereby will not (i) violate any provisions of
or require the consent or approval of any party to any agreement, letter of
intent or other document to which he is a party or (ii) violate or conflict with
any arbitration award, judgment or decree or other restriction of any kind to or
by which he is subject or bound.


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      2. Term of Employment.

         The term of Executive's employment under this Agreement (the "Term")
shall commence on February 8, 2005 and shall terminate on February 7, 2008,
unless sooner terminated pursuant to Sections 9 or 5.2 of this Agreement;
provided, however, if the Corporation shall fail to give Executive notice of
non-renewal not less than 180 days prior to the scheduled expiration of the Term
hereof, the Term shall automatically be extended for an additional two (2) year
period. Notwithstanding anything to the contrary contained herein, the
provisions of this Agreement governing Protection of Confidential Information
shall continue in effect as specified in Section 10 hereof.

      3. Base Salary, Expense Reimbursement and Stock Options.

                  3.1 Base Salary. During the Term, as full compensation for the
Services, the Corporation agrees to pay Executive a minimum base salary ("Base
Salary") at the annual rate of $90,000 for the period from February 8, 2005 to
December 31, 2005. Such Base Salary shall be (i) increased four (4.0%) annually
effective 1st day of January of each year during the term of this Agreement,
(ii) reviewed periodically for possible increases promptly after each future
acquisition by the Corporation of any other corporation or business or other
material increase in the Corporation's revenues or scope of the Corporation's
business and (iii) renegotiated in good faith effective as of July 15, 2003 for
possible increase based upon the Corporation's historical performance and
projections for future performance. Such Base Salary shall be subject to
withholding and other applicable taxes, payable during the term of this
Agreement in accordance with the Corporation's customary payment practices, but
not less frequently than monthly.

                  3.2 Business Expense Reimbursement. Upon submission to, and
approval by an officer of the Corporation designated by the Board of Directors
of the Corporation, of a statement of expenses, reports, vouchers or other
supporting information, which approval shall be granted or withheld based on the
Corporation's policies in effect at such time, the Corporation shall promptly
reimburse Executive for all reasonable business expenses actually incurred or
paid by him during the Term or renewals thereof in the performance of the
Services, including, but not limited to, expenses for entertainment, travel and
similar items.

      4. Bonuses.

                  4.1 Bonus Amount. In order to provide performance-based
incentive compensation to the Executive, the Corporation hereby agrees to pay
the Executive, in addition to the Base Salary set forth in Section 3 hereof, a
minimum cash bonus in respect of each fiscal year during the Executive's
employment hereunder (the "Bonus") equal to the Applicable Percentage (as
defined below) of the Net Pre-Tax Income (as defined below) of the Corporation.
For purposes hereof, the Applicable Percentage shall equal (a) 2.0% if the Net
Pre-Tax Income of the Corporation is less than $2,500,000 (b) 4.0% if the Net
Pre-Tax Income of the Corporation is at least $2,500,000, but less than
$3,500,000; (c) 4.25% if the Net Pre-Tax Income of the Corporation is at least
$3,500,001, but less than $5,000,000; and (d) 4.5% if the Net Pre-Tax Income of
the Corporation is at least $5,000,001.

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                  4.2 Net Pre-Tax Income of the Corporation. For purposes
hereof, the Net Pre-Tax Income of the Corporation shall be the amount determined
by the Board of Directors of the Corporation, after consultation with the
independent accountants of the Corporation, to be the Net Pre-Tax Income of the
Corporation with respect to a given fiscal year, which amount shall be
determined based on the financial statements of the Corporation (a) in a manner
consistent with generally accepted accounting principles, (b) with regard solely
to the Corporation and its subsidiaries, (c) so as to exclude the effect of any
elimination of inter-Corporation transfers applied with respect to any entity
which is not a subsidiary of the Corporation, (d) after adding back any charges
for management consulting or corporate services or payments with respect to
non-competition agreements which may be paid to persons who are subject to
reporting obligations with respect to the Corporation under Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or their
affiliates (other than the Corporation and its subsidiaries), (e) having regard
to such other matters, if any, as the Board of Directors of the Corporation may
determine to be equitable to consider and (f) without giving effect to any Bonus
paid pursuant to this Section 4.2. The determination of the Board of Directors
of the Corporation shall be final, conclusive and binding for all purposes,
absent manifest error.

                   4.3 Determination and Payment. The determination of the
Applicable Percentage, of the Net Pre-Tax Income and of the extent to which any
Bonus under this Section 4 may be payable (the "Final Determination") shall be
determined by the Board of Directors (or a subcommittee thereof appointed for
such purpose) of the Corporation in accordance with the terms hereof based on
the financial statements of the Corporation and the criteria set forth herein
with respect to each fiscal year. Such Final Determination with respect to any
fiscal year shall be made promptly, and in any event within 15 days, after the
Corporation has filed its Annual Report on Form 10-K for each year with the
Securities and Exchange Commission. Within 45 days after the end of the
Corporation's fiscal year, based on the preliminary results of the Corporation
for such fiscal year, the Corporation shall pay the Executive an amount equal to
60% of the estimated minimum cash Bonus based on such preliminary results. The
balance of the definitive Bonus so determined, if any, shall be payable to the
Executive in a single lump sum no later than thirty days after the Final
Determination has been made. In any event, all matters pertaining to the Bonus
and to the payment of any Bonus to the Executive hereunder, shall be
administered and determined by the Board of Directors (or a subcommittee thereof
appointed for such purpose) in its reasonable discretion consistent with the
terms hereof, the determination of which shall be final, conclusive and binding
for all purposes, absent manifest error.

                   4.4 Partial Years. Notwithstanding anything contained herein
to the contrary, no Bonus under this Section 4 shall be deemed earned or payable
with respect to any fiscal year during which this Agreement or the Executive's
employment is terminated by the Corporation for Cause (as such term is
hereinafter defined).

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                  4.5 Nothing in this Section 4 shall be construed as conferring
upon the Executive any right (i) normally associated with the ownership of
capital stock; (ii) to continue in the employ of the Corporation or any
affiliate of the Corporation; or (iii) to interfere in any way with the right of
the Corporation to terminate this Agreement in accordance with the provisions
hereof. Nothing in this Agreement shall be construed to imply that any specific
assets of the Corporation have been set aside to provide for payments under this
Agreement. Any payments under this Agreement shall be made solely from general
assets of the Corporation existing at the time such payments are due.

      5. Severance Upon Termination.

                  5.1 Termination. In the event that Executive's employment
hereunder shall be terminated by the Corporation without Cause (as defined in
Section 9.3 hereof) or by the Executive for Good Reason (as defined in Section
9.5 hereof) or upon a Change in Control (as defined in Section 9.6 hereof) or
upon the death or Disability (as defined in Section 9.2) of Executive at any
time prior to the end of the Term, the Executive shall be entitled to receive
from the Corporation, in addition to any Base Salary earned to the date of
termination, a severance payment in an amount equal to the greater of (i) the
balance of the Executive's Base Salary due through the balance of the Term of
this Agreement or (ii) two (2) times the Executive's Base Salary as was payable
to Executive during the then current calendar year plus two (2) times the Bonus
for which Executive was entitled during the immediately preceding fiscal year.


      6. Additional Benefits.

                  6.1 In General. In addition to the compensation, bonuses,
expenses and other benefits to be paid under Sections 3, 4 and 5 hereof,
Executive will be entitled to all rights and benefits for which he shall be
eligible under any insurance, health and medical, incentive, bonus,
profit-sharing, pension or other extra compensation or "fringe" benefit plan of
the Corporation or any of its subsidiaries now existing or hereafter adopted for
the benefit of the executives or employees generally of the Corporation. The
provisions of this Agreement which incorporate employee benefit packages shall
change as and when such employee benefit packages change. In the event that the
Corporation does not provide family health and medical insurance for the benefit
of the executives and employees generally of the Corporation, the Corporation
shall provide Executive and pay the all costs associated with family health and
medical insurance for the benefit of Executive as selected by Executive in his
sole discretion.

                  6.2 Automobile. The Corporation shall lease for the Executive
an automobile of his choice to be used by the Executive in connection with the
Corporation's business, at a monthly rental not to exceed $750 and for a lease
term not to exceed three (3) years. The Corporation shall be responsible for all
reasonable costs of operating, repairing, maintaining and insuring such
automobile.

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                  6.3 Life and Disability Insurance. The Corporation shall
provide the Executive with (i) a policy of term life insurance in an amount
equal to not less than three (3) times his annual Base Salary hereunder, payable
to such beneficiary or beneficiaries as shall be designated by him in writing
and (b) a policy of disability insurance that will provide Executive with an
annual amount equal to not less than seventy-five percent (75%) of his then
current Base Salary, payable until Executive shall reach 65 years of age, with a
waiting period not to exceed 120 days.

                  6.3 Director's and Officers Insurance. The Corporation shall
provide the Executive with a policy of director's and officers liability
insurance in such amounts and providing such coverage as the Executive and the
Corporation shall reasonably agree, consistent with policies obtained by other
publicly held companies of similar size and engaged in similar businesses.

      7. Vacation.

      The Executive shall be entitled, during the Term of this Agreement, to a
vacation period as follows:

      Four weeks per annum earned the first day of the contract and each
succeeding annual anniversary during which all salary, compensation, benefits
and other rights to which the Executive is entitled to hereunder shall be
provided in full. Such vacation may be taken in the Executives discretion, and
such time or times as are not inconsistent with the reasonable business needs of
the Corporation. In addition, Executive shall be entitled to up to eight (8)
sick days and two (2) personal days for each year commencing on the contract
date and each January 1, during which all salary, compensation, benefits and
other rights to which the Executive is entitled to hereunder shall be provided
in full.

      8. Insurability; Right to Insure. Executive agrees that the Corporation
shall have the right during the Term to insure the life of Executive by a policy
or policies of insurance in such amount or amounts as it may deem necessary or
desirable, and the Corporation shall be the beneficiary of any stitch policy or
policies and shall pay the premiums or other costs thereof. The Corporation
shall have the right, from time to time, to modify any such policy or policies
of insurance or to take out new insurance on the life of Executive. Executive
agrees, upon request, at any time or times prior to the commencement of or
during the Term to sign and deliver any and all documents and to submit to any
physical or other reasonable examinations which may be required in connection
with any such policy or policies of insurance or modifications thereof.

      9. Termination.

                  9.1 Death. If Executive dies during the Term of this
Agreement, Executive's employment hereunder shall terminate upon his death and
all obligations of the Corporation hereunder shall terminate on such date,
except that Executive's estate or his designated beneficiary shall be entitled
to payment of any unpaid accrued Base Salary through the date of his death. In
addition, any accrued and unpaid Bonus shall be paid in accordance with Section
4 hereof. In addition, Executive's estate or his designated beneficiary shall be
entitled to payment of the severance payments set forth in Section 5.1 hereof.

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                  9.2 Disability. If Executive shall be unable to perform a
significant part of his duties and responsibilities in connection with the
conduct of the business and affairs of the Corporation and such inability lasts
for (i) a period of at least one hundred twenty (120) consecutive days, or (ii)
periods aggregating at least one hundred eighty (180) days during any three
hundred sixty-five (365) consecutive days, by reason of Executive's physical or
mental disability, whether by reason of injury, illness or similar cause,
Executive shall be deemed disabled, and the Corporation any time thereafter may
terminate Executive's employment hereunder by reason of the disability. Upon
delivery to Executive of such notice, all obligations of the Corporation
hereunder shall terminate, except that Executive shall be entitled to payment of
any unpaid accrued Base Salary through the date of termination. In addition, any
accrued and unpaid Bonus shall be paid in accordance with Section 4 hereof. In
addition, the Executive shall be entitled to those severance payments set forth
in Section 5.1 hereof. The obligations of Executive under Section 10 hereof
shall continue notwithstanding termination of Executive's employment pursuant to
this Section 9.2.

                  9.3 Termination For Cause. The Corporation may at any time
during the Term, without any prior notice, terminate this Agreement and
discharge Executive for Cause, whereupon the Corporation's obligation to pay
compensation or other amounts payable hereunder to or for the benefit of
Executive shall terminate on the date of such discharge. As used herein the term
Cause shall mean: (i) a willful and material breach by Executive of the terms of
this Agreement' which breach shall not have been cured within thirty (30) days
of writen notice of such breach; (ii) willful violation of specific and lawful
written direction from the Board of Directors of the Corporation, which
violation shall not have been cured within thirty (30) days of written notice of
such violation, provided such direction is not inconsistent with the Executive's
duties and responsibilities as the Chairman of the Board, Chief Executive
Officer and President of the Corporation; or (iii) conviction of the Executive
of a felony by a federal or state court of competent jurisdiction, which felony
is directly and materially related to or arises out of Executive's employment
with the Corporation. The obligations of the Executive under Section 10 shall
continue notwithstanding termination of the Executive's employment pursuant to
this Section 9.3.

                  9.4 Termination Without Cause. The Corporation shall have the
option to terminate this Agreement Without Cause upon three hundred and
sixty-five (365) days' written notice to the Executive. In the event the
Corporation terminates this Agreement without Cause as defined above, the
Corporation shall pay the Executive upon termination, the amount required
pursuant to Section 5.1. The obligations of the Executive under Section 10
hereof shall continue notwithstanding termination of the Executive's employment
pursuant to this Section 9.4.

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                  9.5 Termination by Executive For Good Reason. The Executive
shall have the right to terminate this Agreement for Good Reason, as hereinafter
defined, upon written notice to the Corporation. Good Reason shall mean any of
the following: (i) the assignment to the Executive of duties inconsistent with
the Executive's position, duties, responsibilities, titles or offices as
described herein; (ii) any material reduction by the Corporation of the
Executive's duties and responsibilities (including the appointment, without the
Executive's consent, of an Executive officer senior to him); (iii) any reduction
by the Corporation of the Executive's compensation or benefits payable hereunder
(it being understood that a reduction of benefits applicable to all executives
of the Corporation, including the Executive, shall not be deemed a reduction of
the Executive's compensation package for purposes of this definition); (iv)
requiring the Executive to be based without his consent at a location not within
reasonable commuting distance of Los Angeles, CA; (v) the Corporation sells,
transfers or discontinues the uses of any or all of the patents, trademarks,
tradenames, machinery, or other assets (other than inventory in the ordinary
course of business or assets that may become obsolete or depleted over time)
relating to, or discontinues the operations of or otherwise ceases to engage in,
the Corporation's normal business; or (vi) the Corporation fails to make equity
infusions or capital investments to the Corporation's normal business.

                  9.6. Termination by Executive upon Change in Control.
Executive, at his option, shall be able to terminate this Agreement upon written
notice given to the Secretary of the Corporation within ninety (90) days of an
occurrence of a "Change in Control". A "Change in Control" of the Corporation
shall mean a change in control of the Corporation or any entity controlling the
Corporation (referred to collectively in this Section 5 as the Corporation) of a
nature that would be required to be reported in response to Item 1 of a Current
Report on Form 8-K, pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"); provided that, without limitation, such a
Change in Control shall be deemed to have occurred at such time as (a) any
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act),
other than a person who or which was a shareholder of the Corporation
immediately prior to the Corporation's initial public offering (the "IPO"), is
or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Corporation representing
twenty-five percent (25%) or more of the combined voting power of the
Corporation's outstanding securities ordinarily having the right to vote at
elections of directors; or (b) individuals who constitute the Board concurrent
with the execution of this Agreement (the incumbent Board) cease for any reason
to constitute at least a majority thereof, provided that any person becoming a
director subsequent to the date hereof whose election or nomination for election
by the Corporation's shareholders was approved by a vote of at least three
quarters of the directors comprising the Incumbent Board, shall be, for purposes
of this clause (b), considered as though he were a member of the Incumbent
Board; or (c) a sale by the Corporation of all or substantially all of its
assets occurs. Notwithstanding anything in the foregoing to the contrary, no
Change in Control shall be deemed to have occurred for purposes of this
Agreement by virtue of any transactions which result in the acquisition by the
Executive, or by a group of persons which includes the Executive, directly or
indirectly, of a majority of either the outstanding shares of common stock of
the Corporation or the voting securities of any corporation which acquires all
or substantially all of the assets of the Corporation, whether by way of merger,
consolidation, sale of such assets or otherwise.

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      10. Protection of Confidential Information.

      In view of the fact that Executive's work for the Corporation will bring
him into close contact with confidential information and plans for future
developments, Executive agrees to the following:

                  10.1 Secrecy. To keep secret and retain in the strictest
confidence all confidential matters of the Corporation, including, without
limitation, trade "know how" and trade secrets, customer lists, pricing
policies, marketing plans, technical processes, formulae, inventions and
research projects, and other business affairs of the Corporation, learned by him
heretofore or hereafter, and not to disclose them to anyone inside or outside of
the Corporation, except in the course of performing the Services hereunder or
with the express written consent of the Chief Executive Officer or Board of
Directors of the Corporation and except to the extent such information is
already known to the general public

                  10.2 Return Memoranda, etc. To deliver promptly to the
Corporation on termination of his employment, or at any other time as the Chief
Executive Officer or the Board of Directors of the Corporation may so request,
all memoranda, notes, records, reports, manuals, drawings, blueprints and other
documents (and all copies thereof) relating to the Corporation's business and
all property associated therewith, which he may then possess or have under his
control.

                  10.3 Covenants.

                        10.3.1 Non-competition. Executive agrees that at all
times while he is employed by the Corporation and, regardless of the reason for
termination of his employment or this Agreement, for a period of one (1) year
thereafter, he will not, as a principal, agent, employee, VISION ENERGY GROUP,
INC., consultant, stockholder, investor, director or co-partner of any person,
firm, corporation or business entity other than the Corporation, or in any
individual or representative capacity whatsoever, directly or indirectly,
without the express prior written consent of the Corporation:

            (i)   engage or participate in any business whose products or
                  services are competitive with that of the Corporation, which
                  business is any such business as it conducts or solicits on
                  the date of this contract or which may be initiated during the
                  term of this business, or business Employer transacts with
                  supplier or customers located within the United States;

            (ii)  aid or counsel any other person, firm, corporation or business
                  entity to do any of the above;


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            (iii) become employed by a firm, corporation, partnership or joint
                  venture which competes with the business of the Corporation
                  within the United States; or

            (iv)  approach, solicit business from, or otherwise do business or
                  deal with any customer of the Corporation in connection with
                  any product or service competitive to any provided by the
                  Corporation.

                        10.3.2 Anti-Raiding. Executive agrees that during the
term of his employment hereunder, and, thereafter for a period of one (1) year,
he will not, as a principal, agent, employee, VISION ENERGY GROUP, INC.,
consultant, director or partner of any person, firm, corporation or business
entity other than the Corporation, or in any individual or representative
capacity whatsoever' directly or indirectly, without the prior express written
consent of the Corporation approach, counsel or attempt to induce any person who
is then in the employ of the Corporation to leave the employ of the Corporation
or employ or attempt to employ any such person or persons who at any time during
the preceding six months was in the employ of the Corporation.

                        10.3.3 Executive's Acknowledgements. Executive
acknowledges (i) that his position with the Corporation requires the performance
of services which are special, unique, and extraordinary in character and places
him in a position of confidence and trust with e Customers and employees of the
Corporation, through which, among other things, he shall obtain knowledge of the
Corporation's "technical information" and "know-how" and become acquainted with
its customers, in which matters the Corporation has substantial proprietary
interests; (ii) that the restrictive covenants set forth above are necessary in
order to protect and maintain such proprietary interests and the other
legitimate business interests of the Corporation; and (iii) that the Corporation
would not have entered into this Agreement unless such covenants were included
herein.

         Executive also acknowledges that the business of the Corporation
presently will extend throughout the United States, and that he will personally
supervise and engage in such business on behalf of Corporation and, accordingly,
it is reasonable that the restrictive covenants set forth above are not more
limited as to geographic area then is set forth therein. Executive also
represents to the Corporation that the enforcement of such covenants will not
prevent Executive from earning a livelihood or impose an undue hardship on the
Executive.

                  10.4 Severability. If any of the provisions of this Section
10, or any part thereof, is hereinafter construed to be invalid or
unenforceable, the same shall not affect the remainder of such provision or
provisions, which shall be given full effect, without regard to the invalid
portions. If any of the provisions of this Section 10, or any part thereof, is
held to be unenforceable because of the duration of such provision, the area
covered thereby or the type of conduct restricted therein, the parties agree
that the court making such determination shall have the power to modify the
duration, geographic area and/or other terms of such provision and, as so
modified, said provision(s) shall then be enforceable. In the event that the
courts of any one or more jurisdictions shall hold such provisions wholly or
partially unenforceable by reason of the scope thereof or otherwise, it is the
intention of the parties hereto that such determination not bar or in any way
affect the Corporation's right to the relief provided for herein in the courts
of any other jurisdictions as to breaches or threatened breaches of such
provisions in such other jurisdictions, the above provisions as they relate to
each jurisdiction being, for this purpose, severable into diverse and
independent covenants.

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                  10.5 Injunctive Relief. Executive acknowledges and agrees
that, because of the unique and extraordinary nature of his services, any breach
or threatened breach of the provisions of Sections 10.1, 10.2, or 10.3 hereof
will cause irreparable injury and incalculable harm to the Corporation, and the
Corporation shall, accordingly, be entitled to injunctive and other equitable
relief for such breach or threatened breach and that resort by the Corporation
to such injunctive or other equitable relief shall not be deemed to waive or to
limit in any respect any right or remedy which the Corporation may have with
respect to such breach or threatened breach. The Corporation and Executive agree
that any such action for injunctive or equitable relief shall be heard in a
state or federal court situate in Rhode Island and each of the parties hereto,
hereby agrees to accept service of process by registered mail and to otherwise
consent to the jurisdiction of such courts.

                  10.6 Expenses of Enforcement of Covenants. In the event that
any action, suit or proceeding at law or in equity is brought to enforce the
covenants contained in Sections 10.1, 10.2, or 10.3 hereof or to obtain money
damages for the breach thereof, the party prevailing in any such action, suit or
other proceeding shall be entitled upon demand, to reimbursement from the other
party for all expenses (including, without limitation, reasonable attorneys'
fees and disbursements) incurred in connection therewith.

                  10.7 Separate Agreement. The provisions of this Section 10
shall be construed as an agreement on the part of the Executive independent of
any other part of this Agreement or any other agreement, and the existence of
any claim or cause of action of the Executive against the Corporation, whether
predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement by the Corporation of the provisions of this Section 10.

      11. Indemnification.

          The Corporation shall provide the Executive (including his heirs,
executors and administrators) with coverage under a standard directors and
officers liability insurance policy at the Corporation's expense to the same
extent as provided for any other director, officer or trustee of the
Corporation. In addition, the Corporation shall indemnify the Executive (and his
heirs, executors and administrators) to the fullest extent permitted under the
law of its state of incorporation against all expenses and liabilities
reasonably incurred by him in connection with or arising out of any action, suit
or proceeding in which the Executive may be involved by reason of his having
been a director or officer of the Corporation or any subsidiary thereof. Such
expenses and liabilities shall include, but not be limited to, judgments, court
costs and attorneys' fees and the cost of reasonable settlements, such
settlements to be approved by the Board if such action is brought against the

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Executive in his capacity as a director or officer of the Corporation or any
subsidiary thereof. The Corporation shall, upon the request of the Executive,
advance to the Executive such amounts as necessary to cover expenses, including
without limitation legal fees and expenses, incurred by the Executive in
connection with any suit or proceeding in which the Executive may be involved by
reason of his being or having been a director or officer of the Corporation or
of any subsidiary thereof. Such indemnity and advance of expenses, however,
shall not extend to matters as to which the Executive is finally adjudged to be
liable for wilful misconduct in the performance of his duties.

      12. Arbitration.

      Except with respect to any proceeding brought under Section 10 hereof,any
controversy, claim, or dispute between the parties, directly or indirectly,
concerning this Employment Agreement or the breach hereof, or the subject matter
hereof, including questions concerning the scope and applicability of this
arbitration clause, shall be finally settled by arbitration in Kent County,
Rhode Island pursuant to the rules then applying of the American Arbitration
Association The arbitrators shall consist of one representative selected by the
Corporation, one representative selected by the Executive and one representative
selected by the first two arbitrators The parties agree to expedite the
arbitration proceeding in every way, so that the arbitration proceeding shall be
commenced within thirty (30) days after request therefore is made, and shall
continue thereafter, without interruption, and that the decision of the
arbitrators shall be handed down within thirty (30) days after the hearings in
the arbitration proceedings areclosed. The arbitrators shall have the right and
authority to assess the cost of the arbitration proceedings and to determine how
their decision or determination as to each issue or matter in dispute may be
implemented or enforced. The decision in writing of any two of the arbitrators
shall be binding and conclusive on all of the parties to this Agreement. Should
either the Corporation or the Executive fail to appoint an arbitrator as
required by this Section 12 within thirty (30) days after receiving written
notice from the other party to do so, the arbitrator appointed by the other
party shall act for all of the parties and his decision in writing shall be
binding and conclusive on all of the parties to this Employment Agreement. Any
decision or award of the arbitrators shall be final and conclusive on the
parties to this Agreement; judgment upon such decision or award may be entered
in any competent Federal or state court located in the United States of America;
and the application may be made to such court for confirmation of such decision
or award for any order of enforcement and for any other legal remedies that may
be necessary to effectuate such decision or award.

      13. Notices.

      All notices, requests, consents and other communications required or
permitted to be given hereunder, shall be in writing and shall be deemed to have
been duly given if delivered personally or sent by prepaid telegram, telecopy or
mailed first-class, postage prepaid, by registered or certified mail (notices
sent by telegram or mailed shall be deemed to have been given on the date sent),
to the parties at their respective addresses hereinabove set forth or to such
other address as either party shall designate by notice in writing to the other
in accordance herewith.

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      14. General.

                  14.1 Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the local laws of the State of Nevada
applicable to agreements made and to be performed entirely in Nevada.

                  14.2 Captions. The section headings contained herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

                  14.3 Entire Agreement. This Agreement sets forth the entire
agreement and understanding of the parties relating to the subject matter
hereof, and supersedes all prior agreements, arrangements and understandings,
written or oral, relating to the subject matter hereof. No representation,
promise or inducement has been made by either party that is not embodied in this
Agreement, and neither party shall be bound by or liable for any alleged
representation' promise or inducement not so set forth.

                  14.4 Severability. If any of the provisions of this Agreement
shall be unlawful, void, or for any reason, unenforceable, such provision shall
be deemed severable from, and shall in no way affect the validity or
enforceability of, the remaining portions of this Agreement.

                  14.5 Waiver. The waiver by any party hereto of a breach of any
provision of this Agreement by any other party shall not operate or be construed
as a waiver of any subsequent breach of the same provision or any other
provision hereof.

                  14.6 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same Agreement.

                  14.7 Assignability. This Agreement, and Executive's rights and
obligations hereunder, may not be assigned by Executive. The Corporation may
assign its rights, together with its obligations, hereunder in connection with
any sale, transfer or other disposition of all or substantially all of its
business or assets; in any event the rights and obligations of the Corporation
hereunder shall be binding on its successors or assigns, whether by merger,
consolidation or acquisition of all or substantially all of its business or
assets; provided, however, that any such assignment shall not release the
Corporation from its obligations hereunder. This Agreement shall inure to the
benefit of, and be binding upon, the Executive and his executors,
administrators, heirs and legal representatives.

                  14.8 Amendment. This Agreement may be amended, modified,
superseded, cancelled, renewed or extended and the terms or covenants hereof may
be waived, only by a written instrument executed by both of the parties hereto,
or in the case of a waiver, by the party waiving compliance. No superseding
instrument, amendment, modification, cancellation, renewal or extension hereof

                                       12

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shall require the consent or approval of any person other than the parties
hereto. The failure of either party at any time or times to require performance
of any provision hereof shall in no matter affect the right at a later time to
enforce the same. No waiver by either party of the breach of any term or
covenant contained in this Agreement, whether by conduct or otherwise, in any
one or more instances, shall be deemed to be, or construed as, a further or
continuing waiver of any such breach, or a waiver of the breach of any other
term or covenant contained in this Agreement.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


ATTEST:                                       VISION ENERGY GROUP, INC.


By: /s/ Matt Wyrick                           By: /s/ Russell L. Smith
    -----------------------------                 ----------------------------
    Matt Wyrick                                   Russell Smith
    Corporate Secretary.                          CEO
    Vision Energy Group, Inc


                                                  /s/ Russell L. Smith
                                                  ------------------------------
                                                  Russell L. Smith, individually