ex10_2.htm


    EMPLOYMENT
AGREEMENT

     

    This
Employment Agreement (this “Agreement”) is made as of
February 5th, 2008,
by and between Blue Earth Solutions, Inc., a Delaware corporation (the “Employer”), and Paul
Slusarczyk (the “Employee”).

     

    WHEREAS,
the Employer is in the business of providing recycling of polystryrene and other
patented processes and chemical formulas (the “Business”).

     

    WHEREAS,
the Employer desires to employ the services of Employee in the capacity of Chief
Executive Officer.

     

    WHEREAS,
the parties hereto acknowledge and understand that the Employee will be employed
in a capacity under which he has fiduciary obligations to the Employer and under
which he will have access to Confidential and Proprietary Information (as
defined herein) which is of value to the Employer in the course of conducting
its business and the disclosure of which could result in a competitive or other
disadvantage to the Employer.

     

    WHEREAS,
Employee acknowledges that the Employer considers the protections provided by
this Agreement necessary to safeguard such Confidential and Proprietary
Information, client, employee and supplier relationships as well as other
business interests and is willing to employ and continue to employ Employee
under the terms and conditions hereunder only if Employee agrees to accept the
obligations set forth herein.

     

    NOW,
THEREFORE, in consideration of the mutual covenants contained in this Agreement,
the Employer and the Employee agree as follows:

     

    1. Employment.  The
Employer agrees to employ the Employee and the Employee agrees to be employed by
the Employer on the terms and conditions set forth in this
Agreement.

     

    2. Capacity.  The
Employee shall initially serve the Employer as CEO as approved by the Board of
Directors of the Employer (the “Board of
Directors”).  In such capacity or capacities, the Employee
shall perform such services and duties in connection with the business, affairs
and operations of the Employer and/or any subsidiary or affiliate of the
Employer as may be directed, assigned or delegated to the Employee from time to
time by the Employer under the authority of the Chief Executive Officer of the
Employer.

     

    3. Term.  Subject
to the provisions of Section 6, the term of employment pursuant to this
Agreement shall be [five] years, beginning on the
date hereof and ending on the [fifth] anniversary of the
date hereof (the “Term”).

     

    4. Compensation and
Benefits.  The compensation and benefits payable to the
Employee under this Agreement shall be as follows:

     

    (a) Salary.  For
all services rendered by the Employee under this Agreement, the Employer shall
pay the Employee a monthly salary of $20,000.00 (the “Salary”) (equivalent to an
annual rate of $240,000), subject to additional increases from time to time in
the discretion

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    of the
Board of Directors or the Compensation Committee of the Board of Directors (the
“Compensation
Committee”).  The Salary shall be payable in periodic
installments in accordance with the Employer’s usual practice for its senior
executives.  On each anniversary of the term of this agreement, the
compensation will be increased by 20% (e.g. year 1, salary will be $240,000,
year 2, compensation will be $288,000, etc.)

     

    (b) Bonus.  Beginning
with the fiscal year ending December 31, 2008, the Employee shall be eligible to
participate in an annual incentive program established by the Board of Directors
or Compensation Committee to receive an annual bonus, payable on a quarterly
basis with such terms as may be established in the sole discretion of the Board
of Directors or Compensation Committee.  The Board has also agreed to
an Employee incentive bonus of 1% of all gross revenues payable at the end of
each month in or kind at 120%.

     

    (c) Benefits.  The
Employee shall also be entitled to participate in any standard employee benefit
plans, medical insurance plans, life insurance plans, disability income plans,
retirement plans, vacation plans, expense reimbursement plans and other benefit
plans which the Employer may from time to time have in effect for all or most of
its senior executives.  Such participation shall be subject to the
terms of the applicable plan documents, generally applicable policies of the
Employer, applicable law and the discretion of the Board of Directors, the
Compensation Committee or any administrative or other committee provided for in
or contemplated by any such plan.  Nothing contained in this Agreement
shall be construed to create any obligation on the part of the Employer to
establish any such plan or to maintain the effectiveness of any such plan which
may be in effect from time to time.  Until such time as the Board of
Directors, the Compensation Committee or any administrative or other committee
completes the benefit package for all employees, the Employee will have any and
all medical expenses reimbursed and be entitled to take 8 weeks vacation not to
be taken in greater periods greater than 5 business days in a row.

     

    (d) Taxation of Payments and
Benefits.  The Employer shall undertake to make deductions,
withholdings and tax reports with respect to payments and benefits under this
Agreement to the extent that it reasonably and in good faith believes that it is
required to make such deductions, withholdings and tax
reports.  Payments under this Agreement shall be in amounts net of any
such deductions or withholdings.  Nothing in this Agreement shall be
construed to require the Employer to make any payments to compensate the
Employee for any adverse tax effect associated with any payments or benefits or
for any deduction or withholding from any payment or benefit.

     

    (e) Expense
Reimbursement.  The Employer shall reimburse Employee for all
reasonable expenses incurred by Employee during the Term in the course of
performing Employee’s duties under this Agreement that are consistent with the
Employer’s policies in effect from time to time with respect to travel,
entertainment and other business expenses, subject to the Employer’s
requirements applicable generally with respect to reporting and documentation of
such expenses.

     

    5. Extent of
Service.  During the Employee’s employment under this
Agreement, the Employee shall, subject to the direction and supervision of the
Chief Executive Officer, devote the Employee’s full business time, attention,
energies, best efforts and business judgment, skill 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    and
knowledge to the advancement of the Employer’s interests and to the discharge of
the Employee’s duties and responsibilities under this Agreement on a full-time
basis.  The Employee shall not engage in any other business activity,
except as may be approved by the Chief Executive Officer; provided that nothing
in this Agreement shall be construed as preventing the Employee
from:

     

    (a) investing
the Employee’s assets in any company or other entity in a manner not prohibited
by Section 7(d) and in such form or manner as shall not require any material
activities on the Employee’s part in connection with the operations or affairs
of the companies or other entities in which such investments are made;
or

     

    (b) engaging
in religious, charitable or other community or non-profit activities that do not
impair the Employee’s ability to fulfill the Employee’s duties and
responsibilities under this Agreement.

     

    6. Termination and Termination
Pay.  Notwithstanding the provisions of Section 3, the
Employee’s employment under this Agreement shall terminate under the following
circumstances set forth in this Section 6.

     

    (a) Termination by the Employer
for Cause.  The Employee’s employment under this Agreement may
be terminated for “cause” without further liability on the part of the Employer
effective immediately upon written notice to the Employee.  The
following shall constitute “cause” for such termination:

     

    (i) the
indictment or conviction of the Employee of any crime involving deceit,
dishonesty or fraud (“indictment,” for these purposes, meaning an indictment,
probable cause hearing or any other procedure pursuant to which an initial
determination of probable or reasonable cause with respect to such offense is
made);

     

    (ii) failure
to perform to the reasonable satisfaction of the Board of Directors Employee’s
duties, responsibilities and/or services assigned or delegated under this
Agreement, which failure, in the reasonable judgment of the Board of Directors
in its sole discretion, continues for a period of 15 days after written notice
thereof is given to the Employee by the Board of Directors;

     

    (iii) taking or
purporting to take any action (including communications with outside parties) on
behalf of the Employer that is not properly authorized by the
Employer;

     

    (iv) gross
negligence, willful misconduct or insubordination of the Employee with respect
to the Employer or any affiliate of the Employer; or

     

    (v) material
breach and/or non-compliance by the Employee of/with any of the Employee’s
obligations under this Agreement or any other agreement between the Employee and
the Employer or any affiliate of the Employer.

     

    (b) Termination by the
Employee.  The Employee’s employment under this Agreement may
be terminated by the Employee by written notice to the Board of Directors at
least 60 days prior to such termination.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) Termination by the Employer
Without Cause.  Subject to Section 6(d)(ii), the Employee’s
employment under this Agreement may be terminated by the Employer without cause
immediately upon written notice to the Employee.

     

    (d) Certain Termination
Pay.

     

    (i) Unless
otherwise specifically provided in this Agreement or otherwise required by law,
all compensation and benefits payable to the Employee under this Agreement shall
terminate on the date of termination of the Employee’s employment under this
Agreement and Employee or Employee’s estate (as the case may be) shall be
entitled to receive (A) the compensation that has been earned and accrued under
Section 4(a) but has not yet been paid, (B) any reimbursable expenses which have
been incurred but are unpaid, (C) any unexpired vacation days which have accrued
under the Employer’s vacation policy but are unused, as of the end of the Term,
(D) any option rights or plan benefits which by their terms extend beyond
termination of the Employee’s employment (but only to the extent provided in any
option theretofore granted to Employee or any other benefit plan in which
Employee has participated as an employee of the Employer) and (E) any benefits
to which the Employee is entitled under Part 6 of Subtitle B of Title I of the
Employee Retirement Income Security Act of 1974, as amended (“COBRA”).

     

    (ii) In the
event of termination of the Employee’s employment with the Employer pursuant to
Section 6(c) above and subject to the Employee’s agreement to a release of any
and all legal claims in a form satisfactory to the Employer, the Employer shall
provide to the Employee the following termination benefits (“Termination Pay”): payment of
an amount equal to Employee’s Salary plus maximum stated bonuses for the greater
of the remainder of this agreement or a period of 2 [two]
years.  Payment of such Termination Pay shall be paid in installments
at the times provided in Section 4(a) with regard to the bonuses, but the
Employee may opt to take the salary in a lump sum or in preferred stock with a
10% accumulative monthly coupon based on the average market price for the most
recent 20 days of the Company’s common stock.

     

    The
Employer’s liability for Termination Pay pursuant to Section 6(d)(ii)
(A) shall be reduced by the amount of any severance pay due or otherwise
paid to the Employee pursuant to any severance pay plan of the Employer and
(B) shall be terminated, and the Employee shall be required to refund to
the Employer any portion of such Termination Pay previously paid to the
Employee, in the event that at any time following termination the Employee
breaches or fails to comply with the terms of any agreement between the Employee
and the Employer or any affiliate of the Employer.  Notwithstanding
the foregoing, nothing in this Section 6(c) shall be construed to affect the
Employee’s right to receive continuation of group health plan benefits to the
extent authorized and in accordance with federal law (29 U.S.C. § 1161 et seq.
(commonly known as “COBRA”)) at Employee’s own
cost.

     

    If
Employee’s employment is terminated for any reason other than pursuant to
Section 6(c), the Employee shall not be entitled to any Termination
Pay.  For purposes of clarity, termination of this Agreement and
Employee’s employment (A) by reason of expiration of the Term pursuant to
Section 3, or (B) by reason of insolvency
or commencement of voluntary or involuntary liquidation or bankruptcy of the
Employer shall not constitute a termination without cause 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    pursuant
to Section 6(c) and shall not entitle Employee to any Termination Pay pursuant
to Section 6(d)(ii).  Payments of the Termination Pay set forth in
Section 6(d) shall be, to the maximum extent permitted by law, the Employee’s
sole remedy for termination without cause under this Agreement.

     

    (e) Death and
Disability.  In the event of the death or disability of the
Employee, this Agreement and Employee’s employment shall terminate after the
full term of this agreement, payments being made to the employee’s wife or
stated beneficiary.  For these purposes, “disability” shall be deemed
to occur if the Employee is unable to perform the essential functions of the
Employee’s then existing position or positions under this Agreement with or
without reasonable accommodation, due to the same illness or physical or mental
disability for a period of 150 consecutive days, or for a total of 150 days,
consecutive or not, during any twelve-month period.  If any question
shall arise as to whether during any period the Employee is disabled so as to be
unable to perform the essential functions of the Employee’s then existing
position or positions with or without reasonable accommodation, the Employee
may, and at the request of the Employer shall, submit to the Employer a
certification in reasonable detail by a physician selected by the Employer to
whom the Employee or the Employee’s guardian has no reasonable objection as to
whether the Employee is so disabled or how long such disability is expected to
continue, and such certification shall for the purposes of this Agreement be
conclusive of the issue.  The Employee shall cooperate with any
reasonable request of the physician in connection with such
certification.  If such question shall arise and the Employee shall
fail to submit such certification, the Employer’s determination of such issue
shall be binding on the Employee.  Nothing in this Section 6(e) shall
be construed to waive the Employee’s rights, if any, under existing law
including, without limitation, the Family and Medical Leave Act of 1993, 29
U.S.C. §2601 et seq.
and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq. and/or under any
benefit plan of the Employer.

     

    (f) Cessation of
Benefits.  Notwithstanding anything contained in this Section 6
or this Agreement to the contrary, the obligation to make any payments hereunder
or otherwise provide benefits shall cease immediately in the event of a breach
of Sections 7 or 8 by the Employee.

     

    7. Confidential Information,
Noncompetition and Cooperation.

     

    (a) Confidential and Proprietary
Information.  As used in this Agreement, “Confidential and
Proprietary Information” means all information, whether or not in writing,
concerning business, affairs, technology, business relationships or financial
affairs of the Employer or any parent, subsidiary or affiliate of the
Employer.  Confidential and Proprietary Information includes, without
limitation, (i) information concerning any matters affecting or relating to the
Business or affairs of the Employer or any division thereof including, but not
limited to, financial information, matters, condition, reports, and/or
forecasts; inventions, improvements and other intellectual property; trade
secrets; know-how; designs, product designs, production techniques and
practices, research and development, manufacturing, processes or formulae;
projects, services, programs, patterns, devices, methods, compilations of
information; software; market or sales information or plans; purchasing,
accounting, engineering, marketing, merchandising, selling, advertising,
promotions and/or distribution systems or methods; customer lists, vendors,
suppliers, contracts; files, books, records; and business plans, prospects


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    and
opportunities (such as possible acquisitions or dispositions of businesses or
facilities) which have been discussed or considered by the Board of Directors or
management of the Employer; (ii) information developed by the Employee in the
course of the Employee’s employment by the Employer, as well as other
information related to the Employer to which the Employee may have access in
connection with the Employee’s employment; and (iii) the confidential
information of others with which the Employer has a business
relationship.  Notwithstanding the foregoing, Confidential and
Proprietary Information does not include information in the public domain,
unless due to breach of the Employee’s duties under Section 7(b).

     

    (b) Confidentiality.  The
Employee understands and agrees that the Employee’s employment creates a
relationship of confidence and trust between the Employee and the Employer with
respect to all Confidential and Proprietary Information.  At all
times, both during the Employee’s employment with the Employer and after its
termination, the Employee will keep in confidence and trust all such
Confidential and Proprietary Information, and will not use or disclose any such
Confidential and Proprietary Information without the prior written consent of
the Employer, except as may be necessary in the ordinary course of performing
the Employee’s duties to the Employer hereunder.

     

    (c) Documents, Records,
etc.  All documents, records, data, material, apparatus,
equipment, machines, customer lists,  and other physical or tangible
property of the Employer, whether or not constituting or pertaining to
Confidential and Proprietary Information, which are furnished to the Employee by
the Employer or are produced by the Employee in connection with the Employee’s
employment will be and remain the sole property of the Employer and, except as
is necessary or appropriate in the performance of the Employee’s duties under
this Agreement during the course and within the scope of his employment with the
Employer, shall not be removed from the Employer’s premises without the prior
written consent of the Employer.  The Employee will return to the
Employer all such materials and property as and when requested by the
Employer.  In any event, the Employee will return all such materials
and property (including all copies thereof) immediately upon termination of the
Employee’s employment for any reason.  The Employee will not retain
with the Employee any such material or property or any copies thereof after such
termination.

     

    (d) Noncompetition and
Nonsolicitation.  During the Term and for three years
thereafter, the Employee (i) will not, directly or indirectly, whether as owner,
director, officer, affiliate, creditor, partner, shareholder, consultant, agent,
principal, employee, employer, co-venturer or otherwise in any individual or
representative capacity, engage, participate, assist, hold any interest in, or
invest in any Competing Business (as hereinafter defined) or otherwise engage in
any activity that competes with the Business of the Employer; (ii) will not
directly or indirectly employ, attempt to employ or recruit any person or
otherwise solicit, induce, encourage or influence any person to leave employment
with the Employer and/or to terminate or otherwise modify adversely to the
Employer his or her remunerative relationship with the Employer as an agent or
consultant of/to the Employer (other than terminations of employment of
subordinate employees undertaken in the course of the Employee’s employment with
the Employer); and (iii) will not directly or indirectly call upon or solicit
any customer or supplier of the Employer or, induce, encourage or influence any
customer or supplier to terminate or otherwise modify adversely to the Employer
its business relationship with the Employer.  The Employee understands
that the restrictions set forth in this Section 7(d) are intended to protect


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    the
Employer’s interest in its Confidential and Proprietary Information and
established employee, customer and supplier relationships and goodwill, and
agrees that such restrictions are reasonable and appropriate for this
purpose.  For purposes of this Agreement, the term “Competing
Business” shall mean a business conducted anywhere in North America which is
competitive with any business which the Employer conducts, or is actively
planning to conduct, as of the date of Employee’s termination of employment with
the Employer, including, without limitation, the business of medical screening
and testing and Level I and Level II urgent care delivered in either the mobile,
retail or workplace setting.  Notwithstanding the foregoing, the
Employee may own up to one percent (1%) of the outstanding stock of a publicly
held corporation which constitutes or is affiliated with a Competing
Business.

     

    (e) Third-Party Agreements and
Rights.  The Employee hereby confirms that the Employee is not
bound by the terms of any agreement with any previous employer or other party
which restricts in any way the Employee’s use or disclosure of information or
the Employee’s engagement in any business.  The Employee represents to
the Employer that the Employee’s execution of this Agreement, the Employee’s
employment with the Employer and the performance of the Employee’s proposed
duties for the Employer will not violate any obligations the Employee may have
to any such previous employer or other party.  In the Employee’s work
for the Employer, the Employee will not disclose or make use of any information
in violation of any agreements with or rights of any such previous employer or
other party, and the Employee will not bring to the premises of the Employer any
copies or other tangible embodiments of non-public information belonging to or
obtained from any such previous employment or other party.

     

    (f) Litigation and Regulatory
Cooperation.  During and after the Employee’s employment, the
Employee shall cooperate fully with the Employer in the defense or prosecution
of any claims or actions now in existence or which may be brought in the future
against or on behalf of the Employer which relate to events or occurrences that
transpired while the Employee was employed by the Employer and/or of which
Employee has knowledge.  The Employee’s full cooperation in connection
with such claims or actions shall include, but not be limited to, being
available to meet with counsel to prepare for discovery or trial and to act as a
witness on behalf of the Employer at mutually convenient
times.  During and after the Employee’s employment, the Employee also
shall cooperate fully with the Employer in connection with any investigation or
review of any federal, state or local regulatory authority as any such
investigation or review relates to events or occurrences that transpired while
the Employee was employed by the Employer and/or of which the Employee has
knowledge.

     

    8. Inventions, Discoveries and
Improvements.

     

    (a) Disclosure, Ownership and
Assignment.  The Employee agrees that he will make full and
prompt disclosure to the Employer of all inventions, discoveries, designs,
developments, methods, modifications, improvements, processes, algorithms,
databases, computer programs, formulae, techniques, trade secrets, graphics or
images, audio or visual works, and other works of authorship (collectively
“Developments”), whether
or not patentable or copyrightable, that are created, made, conceived or reduced
to practice by the Employee (alone or jointly with others) or under the
Employee’s direction during the Term.  The Employee acknowledges that
all work performed by him is on a “work for hire” basis, and the Employee


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    acknowledges
and confirms that he has assigned and transferred, hereby does assign and
transfer, and will assign and transfer, to the Employer and its successors and
assigns all of Employee’s right, title and interest in all Developments (and in
and to any files, books, records, computer printouts, documents, objects,
drawings, specifications, patterns and similar items relating thereto) that (a)
relate to the Business of the Employer or any customer of or supplier to the
Employer or any of the products or services being researched, developed,
manufactured or sold by the Employer or which may be used with such products or
services; or (b) result from tasks assigned to the Employee by the Employer; or
(c) result from the use of premises or personal property (whether tangible or
intangible) owned, leased or contracted for by the Employer (“Employer-Related
Developments”), and all related patents, patent applications, trademarks
and trademark applications, copyrights and copyright applications, and other
intellectual property rights in all countries and territories worldwide and
under any international conventions (“Intellectual Property
Rights”).

     

    (b) Prior
Inventions.  To preclude any possible uncertainty, the Employee
has set forth on Exhibit A attached
hereto a complete list of Developments that the Employee has, alone or jointly
with others, conceived, developed or reduced to practice prior to the
commencement of the Employee’s employment with the Employer that the Employee
considers to be the Employee’s property or the property of third parties and
that the Employee wishes to have excluded from the scope of this Agreement
(“Prior Inventions”).
The Employee has also listed on Exhibit A all patents
and patent applications in which the Employee is named as an inventor, other
than those which have been assigned to the Employer (“Other Patent
Rights”).  If Employee executes this Agreement and does not
complete and deliver Exhibit A with such
executed Agreement, the Employee represents that there are no Prior Inventions
or Other Patent Rights.  If, in the course of the Employee’s
employment with the Employer, the Employee incorporates a Prior Invention into
an Employer product, process or machine or other work done for the Employer, the
Employee hereby grants to the Employer a nonexclusive, royalty-free,
irrevocable, worldwide license (with the full right to sublicense) to make, have
made, modify, use and sell such Prior Invention.  Notwithstanding the
foregoing, the Employee will not incorporate, or permit to be incorporated,
Prior Inventions in any Employer-Related Development without the Employer’s
prior written consent.

     

    (c) Non-Employer-Related
Developments.  This Agreement does not obligate the Employee to
assign to the Employer any Development which is developed entirely on the
Employee’s own time and does not relate to the Business, business efforts or
research and development efforts in which, during the period of the Employee’s
employment, the Employer actually is engaged or reasonably would be engaged, and
does not result from the use of premises or equipment owned or leased by the
Employer.  However, the Employee will also promptly disclose to the
Employer any such Developments for the purpose of determining whether they
qualify for such exclusion.  The Employee understands that to the
extent this Agreement is required to be construed in accordance with the laws of
any state which precludes a requirement in an employee agreement to assign
certain classes of inventions made by an employee, Section 8 will be interpreted
not to apply to any invention which a court rules and/or the Employer agrees
falls within such classes.  The Employee also hereby waives all claims
to any moral rights or other special rights which the Employee may have or
accrue in any Employer-Related  Developments.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) Intellectual Property
Rights.  The Employee will cooperate fully with the Employer,
both during and after the Employee’s employment with the Employer, with respect
to the procurement, maintenance and enforcement of Intellectual Property Rights
in Employer-Related Developments.  The Employee will sign all papers,
including without limitation copyright applications, patent applications,
declarations, oaths, assignments of priority rights, and powers of attorney,
which the Employer may deem necessary or desirable in order to protect its
rights and interests in any Employer-Related Development.  If the
Employer is unable, after reasonable effort, to secure the Employee’s signature
on any such papers, the Employee hereby irrevocably designates and appoints each
officer of the Employer as the Employee’s agent and attorney-in-fact to execute
any such papers on the Employee’s behalf, and to take any and all actions as the
Employer may deem necessary or desirable in order to protect its rights and
interests in any Employer-Related Development.

     

    9. Injunction.  The
Employee agrees that it would be difficult to measure any damages caused to the
Employer which might result from any breach by the Employee of the promises set
forth in Sections 7 and 8 herein, and that in any event money damages would be
an inadequate remedy for any such breach.  Accordingly, subject to
Section 10 of this Agreement, the Employee agrees that if the Employee breaches,
or proposes to breach, any portion of this Agreement, the Employer shall be
entitled, in addition to all other remedies that it may have, to an injunction
or other appropriate equitable relief to restrain any such breach without
showing or proving any actual damage to the Employer.

     

    10. Arbitration of
Disputes.   Any controversy or claim arising out of or
relating to this Agreement or the breach thereof or otherwise arising out of the
Employee’s employment or the termination of that employment (including, without
limitation, any claims of unlawful employment discrimination whether based on
age or otherwise under any statute prohibiting employment discrimination,
harassment and/or retaliation) shall, to the fullest extent permitted by law, be
settled by arbitration in any forum and form agreed upon by the parties or, in
the absence of such an agreement, under the auspices of the American Arbitration
Association (“AAA”) in
Boston, MA in
accordance with the Employment Dispute Resolution Rules of the AAA, including,
but not limited to, the rules and procedures applicable to the selection of
arbitrators.  In the event that any person or entity other than the
Employee or the Employer may be a party with regard to any such controversy or
claim, such controversy or claim shall be submitted to arbitration subject to
such other person or entity’s agreement.  Judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof.  This Section 10 shall be specifically enforceable.
Notwithstanding the foregoing, this Section 10 shall not preclude either party
from pursuing a court action for the sole purpose of obtaining a temporary
restraining order or a preliminary injunction in circumstances in which such
relief is appropriate; provided that any other relief shall be pursued through
an arbitration proceeding pursuant to this Section 10.

     

    11. Consent to
Jurisdiction.  To the extent that any court action is permitted
consistent with or to enforce Section 10 of this Agreement, the parties hereby
consent to the exclusive jurisdiction of the state courts located in Orlando, FL
and the United States District Court for the District of Florida for purposes of
enforcing this Agreement.  Accordingly, with respect to any such court
action, the Employee (a) submits to the personal jurisdiction of such courts;
(b) 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    consents
to service of process; and (c) waives any other requirement (whether imposed by
statute, rule of court, or otherwise) with respect to personal jurisdiction or
service of process.

     

    12. Integration.  This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes all prior agreements between the
parties with respect to any related subject matter.

     

    13. Assignment; Successors and
Assigns, etc. Neither the Employer nor the Employee may make any
assignment of this Agreement or any interest herein, by operation of law or
otherwise, without the prior written consent of the other party; provided that
the Employer may assign its rights under this Agreement without the consent of
the Employee in the event that the Employer shall effect a reorganization,
consolidate with or merge into any other corporation, partnership, organization
or other entity, or transfer all or substantially all of its stock, properties
or assets to any other corporation, partnership, limited liability company,
organization or other entity.  This Agreement shall inure to the
benefit of and be binding upon the Employer and the Employee, their respective
successors, executors, administrators, heirs and permitted assigns and
designees.  Employee further understands and agrees that his
obligations under this Agreement will continue in accordance with its express
terms regardless of any changes in his title, position, duties, salary,
compensation or benefits or other terms and conditions of
employment.

     

    14. Disclosure to Future
Employers.  Employee agrees that he will notify any prospective
employer, partner or co-venturer of my obligations under Sections 7 and 8 of
this Agreement prior to entering into an employment, partnership or other
business relationship with such person or entity.

     

    15. Severability and
Enforceability. If any term, portion or provision of this Agreement
(including, without limitation, any term, portion or provision of any section of
this Agreement) shall to any extent be declared or held illegal, invalid, void
or unenforceable by a court of competent jurisdiction, in whole or in part, then
the remainder of this Agreement, or the application of such portion or provision
in circumstances other than those as to which it is so declared illegal,
invalid, void or unenforceable, shall not be affected thereby, and each portion
and provision of this Agreement shall be valid and enforceable to the fullest
extent permitted by law.  To the extent that the scope, time or
geographical limitations contained in Section 7 are deemed or held by a court of
competent jurisdiction to be overbroad and/or unreasonable and thereby
unenforceable, such court shall apply such provision to the extent reasonable
and not overbroad by modifying such provision to be limited in scope, time
and/or geography to the maximum extent reasonable and enforceable.

     

    16. Waiver; Employer, Board and
Committee Determinations.  No waiver of any provision hereof
shall be effective unless made in writing and signed by the waiving
party.  The failure of any party to require the performance of any
term or obligation of this Agreement, or the waiver by any party of any breach
of this Agreement, shall not prevent any subsequent enforcement of such term or
obligation or be deemed a waiver of any subsequent breach.

     

    Whenever this Agreement requires a
determination or resolution of the Board of Directors or a committee thereof,
such determination resolution shall be made without the 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    participation
or vote of the Employee, to the extent the Employee would otherwise have been
permitted to vote.

     

    17. Notices.  Any
notices, requests, demands and other communications provided for by this
Agreement shall be sufficient if in writing and delivered in person or sent by a
nationally recognized overnight courier service or by registered or certified
mail, postage prepaid, return receipt requested, to the Employee at the last
address the Employee has filed in writing with the Employer or, in the case of
the Employer, at its main offices, attention of the Chief Executive Officer, and
shall be effective on the date of delivery in person, one (1) business day after
delivery to such overnight courier service, or three (3) business days after the
date mailed.

     

    18. Amendment.  This
Agreement may be amended or modified only by a written instrument signed by the
Employee and by a duly authorized representative of the Employer.

     

    19. Governing
Law.  This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Florida without giving
effect to principles of conflicts of law.

     

    20. Headings.  All
headings are inserted herein for convenience only and do not form a substantive
part of this Agreement and shall not in any way affect the meaning or
interpretation of this Agreement or any section hereof.

     

    21. Counterparts.  This
Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be taken to be an original; but such counterparts
shall together constitute one and the same document.

     

    [Signature
Page Follows]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, this Agreement has been duly executed by the undersigned as of
the date first set forth above.

    
    

     

    
      
        	
                EMPLOYER:

              	 
	
                Blue
      Earth Solutions, Inc.

              	 
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 
	 	 
	
                EMPLOYEE:

              	 
	 	 
	 	 
	Paul
Slusarczyk	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
A

    


     

    Prior
Inventions

     

    The following is a complete list of all
inventions or improvements relevant to the subject matter of my employment by
the Employer that have been made or conceived or first reduced to practice by me
alone or jointly with others prior to my engagement by the
Employer:

     

    �           No
inventions or improvements

     

    �           See
below:

     

    _______________________________________________________________

     

    _______________________________________________________________

     

    _______________________________________________________________

     

    �           Additional
sheets attached

     

    The following is a list of all patents
and patent applications in which I have been named as an inventor:

     

    �           None

     

    �           See
below:

     

    _______________________________________________________________

     

    _______________________________________________________________

     

    _______________________________________________________________