ex10_3.htm


    EMPLOYMENT
AGREEMENT

    


    THIS
EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 25th day of
March, 2008 by and between Blue Earth Solutions,
Inc., a Delaware a corporation (hereinafter called the “Company”) and
Harvey Katz PHD (hereinafter called the “Employee”), to assume the position
of  Senior Director of  Research  and
Development.

    


    RECITALS

    


    
      	
              1.  

            	
              The
      Company desires to obtain the services of the Employee in the employment
      of the Company and the Employee desires to make his services available to
      the company on the terms and conditions hereinafter set
    forth.

            


    

    


    AGREEMENT

    


    NOW,
THISEFORE, in consideration of the promises and mutual covenants set forth
herein, the parties agree as follows:

    


    
      	
            	
              1.  

            	
              Employment

            


    

    


    
      	
              1.1.  

            	
              General.    The
      Company hereby employs the Employee, and the Employee hereby accepts such
      employment, on the terms and conditions contained in this
      Agreement.

            


    

    


    
      	
              1.2.  

            	
              Duties
      of Employee .    During the term of Employment, the
      Employee shall diligently perform all services as may be reasonably
      assigned to his and shall exercise such power and authority as may from
      time to time be delegated to his.  The Employee shall devote his
      full time attention to the business and affairs of the Company, render
      such services to the best of his ability, and use his best efforts to
      promote the interests of the Company.  The Employee understands
      that any patents or patents pending or patents in process created by the
      employee during the term of employment are the property of the
      Company.

            


    

    


    
      	
              1.3.  

            	
              Title.     The
      title of the Employee shall be “Senior Director of Research and
      Development”.  The employee shall be a member of the Advisory
      Board of Directors of the
Corporation.

            


    

    


    
      	
              2.  

            	
              Term.    The
      term of employment under this Agreement shall be for three (3) years
      commencing the 25th
      day of March, 2008 and ending the 24th
      day of March, 2011.

            


    

    


    
      	
              3.  

            	
              Compensation:     The
      Employee shall receive compensation as budgeted by the Company during the
      term of the Agreement according to attached Addendum
    A.

            


    

    
      	
              4.  

            	
              Others
      Benefits.      The Employee shall be
      entitled to all medical and hospitalization, group health insurance,
      disability insurance, pension, and any and all others plans as are
      presently and hereinafter offered by the Company to its officers or
      employees.  Employee shall be entitled to two weeks paid
      vacation in the first full year of employment and four weeks paid vacation
      in years 2 and 3.

            


    

    


    
      	
              5.  

            	
              Termination.

            


    

    


    
      	
              5.1.  

            	
              Termination
      for cause.     Notwithstanding anything contained
      to the contrary in this Agreement, this Agreement may be terminated by the
      Company immediately for cause.  As used in the Agreement,
      “cause” shall only mean (I) an action of the Employee which constitutes a
      material breach of this Agreement which is not cured within thirty (30)
      days after receipt by Employee of notice of same, (II) fraud, (III)
      embezzlement, or (IV) any criminal act which is a
  felony.

            


    

    


    
      	
              5.2.  

            	
              Disability.     Notwithstanding
      anything contained in this Agreement to the Contrary, the Company by
      written notice to the Employee shall at all times have the right to
      terminate this Agreement, and the Employee’s employment hereunder, if the
      Employee shall, as a result of mental or physical incapacity, illness or
      disability, fail to perform his duties and responsibilities provided for
      herein for a period of more than ninety (90) days during any twelve (12)
      month period.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              5.3.  

            	
              Termination
      without cause.  Notwithstanding anything contained to the
      contrary in this Agreement, this Agreement may be terminated by the
      Company immediately without cause provided that the company pays the
      employee the balance of this contract in full on the last date of
      employment, not to exceed six months
pay

            


    

    


    
      	
              5.4.  

            	
              Termination
      by Employee.  Employee may at any time give the Company two (2)
      weeks prior written notice of his termination of employment hereunder,
      such termination to be effective at the end of such two (2) week notice
      period.

            


    

    


    
      	
              6.  

            	
              Agreement
      Not to Compete.

            


    

    


    
      	
              6.1.  

            	
              As
      used in this Agreement, “Competing Business” shall mean any business or
      enterprise which is engaged in the business providing polystyrene
      recycling. (the “Company’s
Business”).

            


    

    


    
      	
              6.2.  

            	
              The
      Employee agrees that during his employment by the Company and for five (5)
      years following the termination of such employment, she will not, without
      the prior written consent of the Company,   either directly
      or indirectly, on his own behalf or in the service or on behalf of others
      as a shareholder, officer, trustee, consultant, or executive or managerial
      employee, engages in or be employed by any Competing
    Business.

            


    

    


    
      	
              7.  

            	
              Agreement
      Not to Solicit Clients. The Employee agrees that during his
      employment by the Company and for five (5) years following the
      termination, for any reason, of such employment, he will not, without the
      prior written consent of the Company, either directly or indirectly, on
      his own behalf or in the service or on behalf of others contact any person
      or entity who is or had been either a client or business associate of the
      Company, its affiliates or
subsidiaries.

            


    

    


    
      	
              8.  

            	
              Agreement
      Not to Solicit or Hire Employees. Employee agrees that during his
      employment by the Company and for five (5) years following the
      termination, for any reason, of such employment, she will not, either
      directly or indirectly, on his own behalf or in the service or on behalf
      of others solicit, divert, or hire, or attempt to solicit, divert or hire,
      any person or entity employed by the Company, its affiliates or
      subsidiaries and whether or not such employment is pursuant to a written
      agreement and whether or not such employment is for a determined period or
      is at will.

            


    

    


    
      	
              9.  

            	
              Ownership
      and Non-Disclosure and Non-Use of Confidential
  Information.

            


    

    


    
      	
              9.1.  

            	
              Definition.    As
      used in the Agreement, “Confidential Information” shall mean all client,
      customer or  business associate lists and sales and marketing
      information, client, customer or business techniques, training and
      operation material and memoranda, and trade secrets concerning or relating
      to the business, accounts, clients, customers, business associates,
      employees and affairs of the Corporation, its affiliates and subsidiaries
      obtained by or furnished, disclosed or disseminated to the Employee or
      obtained, assembled or complied by the Employee or under his supervision
      during the course of his employment by the Corporation, and all physical
      embodiments of the foregoing, all of which are hereby agreed to be the
      property of and confidential of the Corporation but Confidential
      information shall not include any of the forgoing to the extent the same
      is or becomes publicly known through no fault or breach of this Agreement
      by Employee.

            


    

    


    
      	
              9.2.  

            	
              Employee
      acknowledges and agrees that all Confidential information, and all
      physical embodiment thereof, is confidential to and shall be and remain
      the sole and exclusive property of the Corporation.  Upon
      request by the Corporation , and in any event upon termination of his
      employment with the Corporation for any reason shall deliver to the
      Company all property belonging to the Company then in his custody, control
      or possession.

            


    

    


    
      	
              9.3.  

            	
              Employee
      agrees that she will not, either during the term of his employment by the
      Company or at any time thereafter, without the prior written consent of
      the Company, disclose or make available any confidential information to
      any person or entity, nor shall she make or cause to be made, or permit or
      allow, either on his own behalf or on behalf or others, any use of such
      Confidential Information others than in the proper performance of his
      duties hereunder.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              10.  

            	
              Reasonableness
      of Restrictions.    In the event that any provision
      relating to time period or geographic area of restriction shall be
      declared by a Court of competent jurisdiction to exceed the maximum time
      period or area of restriction that the Court deems reasonable and
      enforceable, the time period or area or restriction which the Court finds
      to be reasonable and enforceable shall be deemed to become, and thereafter
      shall be, the maximum time period or geographic area of
      restriction.

            


    

    


    
      	
              11.  

            	
              Enforceability.   Any
      provision of Sections 6, 7, 8, and 9 which are prohibited or unenforceable
      in any jurisdiction shall, as to such jurisdiction, be ineffective to the
      extent of such prohibition or unenforceability without invalidating the
      remaining provisions hereof, but shall be enforced to the maximum extent
      permitted by law, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision
      in any others jurisdiction.

            


    

    


    
      	
              12.  

            	
              Injunction.    It
      is recognized and hereby acknowledged by the parties hereto that a breach
      by the Employee of any of the covenants contained in Sections 6, 7, 8, and
      9 of this Agreement will cause irreparable harm and damage to the Company,
      the monetary amount of which may be virtually impossible to
      ascertain.  As a result, the Employee recognized and hereby
      acknowledges that the Company shall be entitled to an injunction from any
      Court of competent jurisdiction enjoining and restraining any violation of
      any or all of the covenants contained in Section 6, 7, 8, and 9 of this
      Agreement by the Employee or any of his affiliates, associates, partners
      or agents, either directly or indirectly, and that such right to
      injunction shall be cumulative and in addition to
      whatever  others remedies the Company may
    possess.

            


    

    


    
      	
              13.  

            	
              Assignment.    The
      Employee shall not delegate his employment obligations pursuant to this
      Agreement to any others person.

            


    

    


    
      	
              14.  

            	
              Governing
      Law.    This Agreement shall be governed by and
      construed in accordance with the laws of the State of
    Florida.

            


    

    


    
      	
              15.  

            	
              Entire
      Agreement.    This Agreement constitutes the entire
      Agreement between the parties hereto with respect to the subject matter
      hereof and supersedes all prior written agreement, understanding, and
      arrangement, both oral and written, between the parties hereto with
      respect to such subject matter.  This Agreement may not be
      modified in any way unless by a written instrument signed by both the
      Company and the Employee.

            


    

    


    
      	
              16.  

            	
              Notices.    Any
      notice required or permitted to be given under this Agreement shall be in
      writing and shall be deemed to have been given when delivered by hand or
      when deposited in the United States Mail, by registered or certified mail,
      return receipt requested, postage prepaid, addressed as
      follows:

            


    

    


    If to the
Company:

     

    1885 SW
4th
Ave #E3

    Delray
Beach, FL 33444

    


    If to the
Employee:

    


    Harvey
Katz PHD

    6364
Amberwoods Dr.

    Boca
Raton, FL 33433

    


    Or to
such others addresses as either party hereto may from time to time give notice
of to the others in the  aforesaid manner.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    
      	
              17.  

            	
              Benefits
      Binding Effect.    This Agreement shall be for the
      benefit of and binding upon the parties hereto and their respective heirs,
      personal representatives, legal representative, successors and, where
      applicable, assigns.

            


    

    


    
      	
              18.  

            	
              Severability.     The
      invalidity of any one or more of the words, phrases, sentences, clauses,
      or sections contained in this Agreement shall affect the enforceability of
      the remaining portions of this Agreement or any part thereof, all of which
      are inserted conditionally on their being valid in law and in the event
      that any one or more of the words, phrases, sentences, clauses or sections
      contained in this Agreement shall be declared invalid, this Agreement
      shall be construed as if such invalid word or words, phrase or phrases,
      sentence or sentences, clause or clauses or section or sections had not
      been inserted.  If such invalidity is caused by length of time
      or size of area, or both, the otherwise invalid provision will be
      considered to be reduced to a period or area which would cure such
      invalidity.

            


    

    


    
      	
              19.  

            	
              Waivers.    The
      waiver by any party hereto of any breach or violation of any provision of
      this Agreement shall not operate or be construed as a waiver of any breach
      or violation of any others provision or any subsequent breach or violation
      by any party.

            


    

    


    
      	
              20.  

            	
              Damages.    Nothing
      contained herein shall be construed to prevent the Company or the Employee
      from seeking and recovering from the others damages sustained by either or
      both of them as a result of its or his breach or violation of any term or
      provision of this Agreement.  In the event that either party
      hereto brings suit for the collection of any damages resulting from, or
      the injunction of any action constituting a breach of any of the terms or
      provisions of this Agreement, then the party found to be at fault shall
      pay all reasonable court costs and attorney’s fees of the
      others.

            


    

    


    
      	
              21.  

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

            


    

    


    
      	
              22.  

            	
              No
      Third party Beneficiary.    Nothing expressed or
      implied in this Agreement is intended, or shall be construed to confer
      upon or give any person others than the parties hereto and their
      respective heirs, personal representative, legal representatives,
      successors, and assigns any rights or remedies under or by reason of this
      Agreement.

            


    

    


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

    


     

    
      	____________________________. 	EMPLOYEE:
	 	 
	By:______________________,
      its President  	Harvey Katz
      PHD


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Addendum
A

    Compensation

    


    Any new
patent or products that are made while employed by the Company the employee
shall also continue his royalty of 1⁄4 of 1% of gross sales and will receive a one
time bonus (to be on a product by new product basis. Employee is required to
sign patent assignments to Blue Earth Solutions, Inc. and a power of attorney
granting the company rights to renewal of all patents created by the
employee.

                                              

    
      	Year
      1	$  80,000.00
	
              Year
      2

            	
              $
      120,000.00 increase based on revenues from equipment sales and revenues of
      patented products of $10,000,000.year
one

            


    

    
      	
              Year
      3

            	
              $
      150,000.00 increased based on revenues from equipment sales and revenues
      of patented products of $40,000,000.year
two