Ecolomondo Corporation: Exhibit 10v - Filed by newsfilecorp.com






EMPLOYMENT AGREEMENT 

This Agreement is made as of the 1st day of January 2015 by and
between Ecolomondo Corporation Inc. (the "Company"), a corporation duly
incorporated under the laws of Canada, with principal office and place of
business at 3435 Pitfield Blvd., Montreal (Quebec), Canada, H3S 1H7, represented
herein by Mr. Tennyson Anthony, Chairman of its Audit Committee, as authorized
by the Board of Directors, and Elio Sorella (the "Executive"), residing
at 298 Rosario Street, Laval (Quebec), Canada, H7X 3P7. 

1. Duties and Scope of Employment.


(a) Positions; Duties. During the Employment Term (as
defined in Section 2), the Company shall employ Executive as Chief Executive
Officer (“CEO”) of the Company. Executive shall report solely and directly to
the Board of Directors of the Company (the "Board") and consult with any other
person employed by the Company. All other employees of the Company, if any,
shall report to Executive, his designee and not directly to the Board. During
the Employment Term, Executive shall have such responsibilities, duties and
authorities as are commensurate with those of chief executive officer of public
entities of similar size, in particular, shall be, in addition to being
responsible for the operations of the Company, the chief external representative
of the Company. The Board shall, in good faith, consider Executive's advice and
recommendations, if any, in connection with any appointments or nominations to
the Board. For so long as Executive remains CEO of the Company, the Board will
nominate Executive to the Board and, if elected, Executive shall serve in such
capacity without additional consideration. 

(b) Obligations. During the Employment Term, Executive
shall devote all his business efforts and time to the Company. Executive agrees,
during the Employment Term, not to actively engage in any other employment,
occupation or consulting activity for any direct or indirect remuneration
without the prior approval of the Board; provided, however, that Executive may
(i) serve in any capacity with any professional, community, industry, civic,
educational or charitable organization, (ii) serve as a member of corporate
boards of directors on which Executive serves on the Effective Date and, with
the consent of the Board (which consent shall not be unreasonably withheld or
delayed), other corporate boards of directors and (iii) manage his and his
family's personal investments and legal affairs so long as such activities do
not materially interfere with the discharge of Executive's duties. Executive may
continue with any other business ventures with which he is currently involved
during the term hereof. 

2. Employment Term.

The Company hereby agrees to employ Executive and Executive
hereby accepts employment hereunder, in accordance with the terms and conditions
set forth herein, commencing on the Effective Date and ending 36 months later.
The period of Executive's employment hereunder is referred to herein as the
"Employment Term." Executive and the Company understand and acknowledge that
Executive's employment with the Company constitutes "at-will" employment.
Subject to the Company's obligation to provide severance benefits as specified
herein, Executive and the Company acknowledge that this employment relationship
may be terminated at any time, upon written notice to the Executive by the
Company. 

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3. Compensation/Benefits.

During the Employment Term, the Company shall pay and provide
Executive the following: 

(a) Cash Compensation. As compensation for his services
to the Company, Executive shall receive a base salary ("Base Salary") and shall
be eligible to receive additional variable compensation. As of the Effective
Date, Executive's annualized Base Salary shall be $150,000, and his annual
variable compensation amount shall be targeted at no less than $250,000 (the
"Target Bonus" which, together with the Base Salary, shall be referred to herein
as "Target Pay"), with an opportunity to earn up to at least $400,000 in annual
variable compensation. As compensation for his services to the Company
commencing one calendar year after the Effective Date, Executive’s Base Salary
shall be $150,000 and his annual variable compensation amount shall be targeted
at no less than $250,000. For years commencing thereafter, Executive’s Base
Salary and Target Bonus shall be as set by the Board provided that same shall
not be reduced below the amount set for the prior year. 

(b) Employee Benefits. Executive shall, to the extent
eligible, be entitled to participate at a level commensurate with his position
in all employee benefit welfare and retirement plans and programs, as well as
equity plans, provided by the Company to its senior executives in accordance
with the terms thereof as in effect from time to time.

(c) Perquisites. The Company shall provide to Executive,
at the Company's cost, all perquisites which other senior executives of the
Company are entitled to receive and such other perquisites which are suitable to
the character of Executive's position with the Company and adequate for the
performance of his duties hereunder. 

(d) Business and Entertainment Expenses. Upon submission
of appropriate documentation in accordance with its policies in effect from time
to time, the Company shall pay or reimburse Executive for all business expenses
which Executive incurs in performing his duties under this Agreement, including,
but not limited to, travel, entertainment, professional dues and subscriptions,
and all dues, fees, and expenses associated with membership in various
professional, business, and civic associations and societies in which Executive
participates in accordance with the Company's policies in effect from time to
time. 

(e) Flexible Time Off. Executive shall be entitled to
paid time off in accordance with the standard written policies of the Company
with regard to senior executives, but in no event less than twenty-five (25)
days, per calendar year. 

4. Termination of Employment. 

(a) Termination for Death or Disability. The Company may
terminate Executive's employment for disability in the event Executive has been
unable to perform his material duties hereunder for six (6) consecutive months
because of physical or mental incapacity by giving Executive notice of such
termination while such continuing incapacity continues (a "Disability
Termination"). Executive's employment shall automatically terminate on
Executive's death. In the event Executive's employment with the Company
terminates during the Employment Term by reason of Executive's death or a
Disability Termination, then upon the date of such termination, (i) the Stock
Option and all other stock option or equity grants to Executive shall vest in
full so as to become fully exercisable, (ii) the Company shall promptly pay and
provide Executive (or in the event of Executive's death, Executive's estate) (A) any unpaid
Base Salary through the date of termination and any accrued vacation, (B) any
unpaid bonus accrued with respect to the fiscal year ending on or preceding the
date of termination, (C) reimbursement for any unreimbursed expenses incurred
through the date of termination and (D) all other payments, benefits or fringe
benefits to which Executive may be entitled subject to and in accordance with,
the terms of any applicable compensation arrangement or benefit, equity or
fringe benefit plan or program or grant and amounts which may become due under
Sections 6, 9 and 10 hereof (collectively, items under (ii) are referred to as
"Accrued Benefits"), and (iii) the Company shall pay to Executive at the time
other senior executives are paid under any Variable Pay Plan or cash bonus or
long term incentive plan, a pro-rata bonus equal to the amount Executive would
have received if employment continued (without any discretionary cutback)
multiplied by a fraction where the numerator is the number of days in each
respective bonus period prior to Executive's termination and the denominator is
the number of days in the bonus period (the "Prorated Bonus").

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(b) Termination for Cause. The Company may terminate
Executive's employment for Cause. In the event that Executive's employment with
the Company is terminated during the Employment Term by the Company for Cause,
Executive shall not be entitled to any additional payments or benefits
hereunder, other than Accrued Benefits (including, but not limited to, any then
vested Stock Option, or other stock options or equity grants). For the purposes
of this Agreement, "Cause" shall mean (i) the willful failure by Executive to
attempt to substantially perform his duties with the Company (other than any
such failure resulting from his incapacity due to physical or mental
impairment), unless any such failure is corrected within thirty (30) days
following written notice by the Board that specifically identifies the manner in
which the Board believes Executive has substantially not attempted to materially
perform his duties or (ii) the willful gross misconduct by Executive with regard
to the Company that is materially injurious to the Company. No act, or failure
to act, by Executive shall be "willful" unless committed without good faith and
without a reasonable belief that the act or omission was in the best interest of
the Company. No event shall be deemed the basis for Cause unless Executive is
terminated therefore within sixty (60) days after such event is known to the
Directors or to the Chairman of any committee of the Board. 

Notwithstanding the foregoing, Executive shall not be deemed to
have been terminated for Cause without (i) advance written notice provided to
Executive not less than fourteen (14) days prior to the date of termination
setting forth the Company's intention to consider terminating Executive and
including a statement of the proposed date of termination and the specific
detailed basis for such consideration of termination for Cause, (ii) an
opportunity of Executive, together with his counsel, to be heard before the
Board at least ten (10) days after the giving of such notice and prior to the
proposed date of termination, (iii) a duly adopted resolution of the Board
stating that in accordance with the provisions of the next to the last sentence
of this paragraph (b), that the actions of Executive constituted Cause and the
basis thereof, and (iv) a written determination provided by the Board setting
forth the acts and omissions that form the basis of such termination of
employment. Any determination by the Board hereunder shall be made by the
affirmative vote of at least a two-thirds (2/3) majority of all of the members
of the Board (other than Executive). Any purported termination of employment of
Executive by the Company which does not meet each and every substantive and
procedural requirement of this paragraph (b) shall be treated for all purposes
under this Agreement as a termination of employment without Cause. 

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(c) Voluntary Termination for Good Reason; Involuntary
Termination Other Than for Cause. Executive may terminate his employment for
Good Reason at any time within one hundred eighty (180) days after the
occurrence of the Good Reason event by written notice to the Company. If
Executive's employment with the Company is voluntarily terminated by Executive for "Good Reason" or is involuntarily terminated by the Company
other than for "Cause", then, subject to Executive executing and not revoking
the Release Agreement attached hereto as Exhibit A (other than with respect to
subsections 4(c)(i) and (vii) below), the Company shall pay or provide Executive
with the following: 

(i) any Accrued Benefits; 

(ii) the Prorated Bonus; 

(iii) a severance amount equal to two
(2) times Executive's then Target Pay, payable in substantially equal
installments over 24 months in accordance with the Company's standard payroll
practice; provided, however, that (i) if Executive competes with the Company or
materially violates Sections 7(c) or (d) hereof, any severance payments due
thereafter shall cease and be forfeited as of the commencement of such
competition, (ii) in the event of a Change of Control after such termination,
the unpaid portion of such severance amount, if any, shall be paid to Executive
in full in a single lump sum cash payment within fifteen (15) business days
following such Change of Control, and (iii) if such termination occurs in
contemplation of, at the time of, or within two (2) years after a Change of
Control, Executive shall instead be entitled to a lump sum cash payment within
fifteen (15) business days after delivery of the aforesaid release equal to
three (3) times the sum of (A) Executive's then Base Salary and (B) the higher
of (x) Executive's then current Target Pay and (y) the highest variable pay and
annual incentive bonus received by Executive for the two (2) fiscal years last
ending prior to such termination. For purposes of this Section 4(c)(iii),
"competition" shall mean engaging in any business that materially competes with
the Company. 

(iv) to the extent eligible on the
date of termination, continued participation, at no additional after tax cost to
Executive than Executive would have as an employee, in all welfare plans until
two (2) years after the date of termination; provided, however, that if such
termination occurs within two (2) years after a Change of Control, Executive
shall be entitled to continued participation in all welfare plans for three (3)
years rather than two (2) years. In the event Executive obtains other employment
that offers substantially similar or improved benefits, as to any particular
welfare plan, such continuation of coverage by the Company for such benefits
under such plan shall immediately cease. To the extent such coverage cannot be
provided under the Company's welfare benefit plans without jeopardizing the tax
status of such plans, for underwriting reasons or because of the tax impact on
Executive, the Company shall pay Executive an amount such that Executive can
purchase such benefits separately at no greater after tax cost to Executive than
Executive would have had if the benefits were provided to Executive as an
employee; 

(v) in the event such termination
occurs in contemplation of, at the time of, or within two (2) years after a
Change of Control, three (3) additional years of service and compensation credit
(at Executive's then compensation level) for benefit purposes under any defined
benefit type retirement plan, including but not limited to any tax-qualified
retirement plan and any excess benefit retirement plan if then in effect, and,
if Executive is not eligible to receive benefits under any such plan on the date
of termination, two (2) additional years of age for determining eligibility to
receive such benefits, provided that benefits under any such plan will not
commence until Executive actually attains the required distribution age under
the plan or Executive's spouse qualifies for death benefits under such plan and further
provided that, with regard to any plan qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), the additional amounts
may be provided on a nonqualified plan basis.

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(vi) full vesting of 50% Executive's
unvested Stock Option, if any, and each traunche of each other grant of stock
options or other equity awards, provided that if such termination takes place in
contemplation of, at the time of, or within two (2) years after a Change of
Control, Executive shall be entitled to full vesting of 100% the Stock Option
and all other stock options and equity awards; 

(vii) outplacement services at a level
commensurate with Executive's position, including use of an executive office and
secretary, for a period of one (1) year commencing on Executive's date of
termination but in no event extending beyond the date on which Executive
commences other full time employment. 

For the purposes of this Agreement,
"Good Reason" means, without the express written consent of Executive, the
occurrence of any of the following events: (i) any reduction or diminution
(except temporarily during any period of disability) in Executive's titles or
positions, any material diminution in Executive's authority, duties or
responsibilities with the Company (it being acknowledged that, in the event any
entity becomes the owner (directly or indirectly) of more than 35% of the Common
Stock, it shall be Good Reason if Executive is not the CEO of such entity); (ii)
a breach by the Company of any material provision of this Agreement, including,
but not limited to, a breach of the Company's obligation under Section 1(a), any
reduction, (other than a reduction (not to exceed ten percent (10%)) that
applies, in equal percentages, to all U.S. officers (within the meaning of
Section 16 of the Securities Exchange Act of 1934, as amended) of the Company),
in Executive's Base Salary or any material failure to timely pay any part of
Executive's compensation (including, without limitation, Base Salary, annualized
Target Pay and bonus) or to materially provide in the aggregate the level of
benefits contemplated herein; (iii) the failure of the Company to obtain and
deliver to Executive a satisfactory written agreement from any successor to the
Company to assume and agree to perform this Agreement in accordance with Section
8 hereof; or (iv) the removal of Executive from the Board or the failure to
elect him thereto when the Board is subsequently subject to re-election. 

(d) Termination Without Good Reason. Executive may
terminate his employment at any time without Good Reason by written notice to
the Company. In the event that Executive's employment with the Company is
terminated during the Employment Term by Executive without Good Reason,
Executive shall not be entitled to any additional payments or benefits
hereunder, other than Accrued Benefits (including, but not limited to, any then
vested Stock Option or other stock options or equity grants). 

(e) No Mitigation/No Offset. Executive shall not be
required to seek other employment or otherwise mitigate the value of any
severance benefits contemplated by this Agreement, nor shall any such benefits
be reduced by any earnings or benefits that Executive may receive from any other
source. The amounts payable hereunder shall not be subject to setoff,
counterclaim, recoupment, defense or other right which the Company may have
against Executive or others. 

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5. Change of Control Vesting Acceleration.

In the event of a "Change of “Control" (as defined below), on
the date of such Change of Control 50% of any remaining unvested shares subject
to the Stock Option and of each tranche of each other stock option or equity
award shall be immediately vested. Following such partial acceleration of the
Stock Option or each tranche of each other stock option or equity award, the
remaining unvested shares of such Stock Option or tranche shall continue to vest
as otherwise provided in the grant. 

For the purposes of this Agreement, "Change of Control" is
defined as: 

(a) Any "person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended) becomes the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing 35% or more of the total
voting power represented by the Company's then outstanding voting securities; or


(b) A change in the composition of the Board occurring within a
two-year period, as a result of which fewer than a majority of the Directors are
Incumbent Directors. "Incumbent Directors" shall mean directors who either (i)
are directors of the Company as of the date hereof or (ii) are elected, or
nominated for election, to the Board with the affirmative votes of at least a
majority of the Incumbent Directors at the time of such election or nomination
(but shall not include an individual whose election or nomination is in
connection with an actual or threatened proxy contest relating to the election
of Directors to the Company); or 

(c) The consummation of a merger or consolidation of the
Company with any other corporation, other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) at least 50% of
the total voting power represented by the voting securities of the Company or
such surviving entity outstanding immediately after such merger or
consolidation; or 

(d) The consummation of the sale or disposition by the Company
of all or substantially all of the Company's assets; or 

(e) The approval by the stockholders of the Company of a plan
of complete liquidation of the Company. 

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6. Golden Parachute Excise Tax Gross-Up.


(a) In the event that Executive shall become entitled to
payments and/or benefits provided by this Agreement or any other amounts in the
"nature of compensation" (whether pursuant to the terms of this Agreement or any
other plan, arrangement or agreement with the Company, any person whose actions
result in a change of ownership or effective control covered by Section
280G(b)(2) of the Code or any person affiliated with the Company or such person)
as a result of such change in ownership or effective control (collectively the
"Company Payments"), and such Company Payments will be subject to the tax (the
"Excise Tax") imposed by Section 4999 of the Code (and any similar tax that may
hereafter be imposed by any taxing authority) the Company shall pay to Executive
at the time specified in paragraph (d) below an additional amount (the "Gross-up
Payment") such that the net amount retained by Executive, after deduction of any
Excise Tax on the Company Payments and any U.S. federal/canadian,
state/provincial, and/or local income or payroll tax upon the Gross-up Payment
provided for by this paragraph (a), but before deduction for any U.S.
federal/canadian, state/provincial, and local income or payroll tax on the
Company Payments, shall be equal to the Company Payments. As specified in
Article 20 (Governing Law), these references are to be adapted, if applicable,
to Canadian tax laws. 

(b) For purposes of determining whether any of the Company
Payments and Gross-up Payments (collectively the "Total Payments") will be
subject to the Excise Tax and the amount of such Excise Tax, (i) the Total
Payments shall be treated as "parachute payments" within the meaning of Section
280G(b)(2) of the Code, and all "parachute payments" in excess of the "base
amount" (as defined under Section 280G(b)(3) of the Code) shall be treated as
subject to the Excise Tax, unless and except to the extent that, in the opinion
of the Company's independent certified public accountants appointed prior to any
change in ownership (as defined under Section 280G(b)(2) of the Code) or tax
counsel selected by such accountants (the "Accountants") such Total Payments (in
whole or in part) either do not constitute "parachute payments," represent
reasonable compensation for services actually rendered within the meaning of
Section 280G(b)(4) of the Code in excess of the "base amount" or are otherwise
not subject to the Excise Tax, and (ii) the value of any non-cash benefits or
any deferred payment or benefit shall be determined by the Accountants in
accordance with the principles of Section 280G of the Code. 

(c) For purposes of determining the amount of the Gross-up
Payment, Executive shall be deemed to pay U.S. federal/canadian income taxes at
the highest marginal rate of U.S. federal/canadian income taxation in the
calendar year in which the Gross-up Payment is to be made and state/provincial
and local income taxes at the highest marginal rate of taxation in the
state/province and locality of Executive's residence for the calendar year in
which the Company Payment is to be made, net of the maximum reduction in U.S.
federal/canadian income taxes which could be obtained from deduction of such
state/province and local taxes if paid in such year. In the event that the
Excise Tax is subsequently determined by the Accountants to be less than the
amount taken into account hereunder at the time the Gross-up Payment is made,
Executive shall repay to the Company, at the time that the amount of such
reduction in Excise Tax is finally determined, the portion of the prior Gross-up
Payment attributable to such reduction (plus the portion of the Gross-up Payment
attributable to the Excise Tax and U.S. federal/canadian, state/province and
local income tax imposed on the portion of the Gross-up Payment being repaid by
Executive if such repayment results in a reduction in Excise Tax or a U.S.
federal/canadian, state/province and local income tax deduction), plus interest
on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of
the Code. Notwithstanding the foregoing, in the event any portion of the
Gross-up Payment to be refunded to the Company has been paid to any U.S.
federal/canadian, state/province and local tax authority, repayment thereof (and
related amounts) shall not be required until actual refund or credit of such
portion has been made to Executive, and interest payable to the Company shall
not exceed the interest received or credited to Executive by such tax authority
for the period it held such portion. Executive and the Company shall mutually
agree upon the course of action to be pursued (and the method of allocating the
expense thereof) if Executive's claim for refund or credit is denied.

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In the event that the Excise Tax is later determined by the
Accountant or the Internal Revenue Service/Canada Revenue Agency to exceed the
amount taken into account hereunder at the time the Gross-up Payment is made
(including by reason of any payment the existence or amount of which cannot be
determined at the time of the Gross-up Payment), the Company shall make an
additional Gross-up Payment in respect of such excess (plus any interest or
penalties payable with respect to such excess) at the time that the amount of
such excess is finally determined. 

(d) The Gross-up Payment or portion thereof provided for in
paragraph (c) above shall be paid no later than the thirtieth (30th) day
following an event occurring which subjects Executive to the Excise Tax;
provided, however, that if the amount of such Gross-up Payment or portion
thereof cannot be finally determined on or before such day, the Company shall
pay to Executive on such day an estimate, as determined in good faith by the
Accountant, of the minimum amount of such payments and shall pay the remainder
of such payments (together with interest at the rate provided in Section
1274(b)(2)(B) of the Code), subject to further payments pursuant to paragraph
(c) hereof, as soon as the amount thereof can reasonably be determined, but in
no event later than the ninetieth (90th) day after the occurrence of the event
subjecting Executive to the Excise Tax. In the event that the amount of the
estimated payments exceeds the amount subsequently determined to have been due,
such excess shall constitute a loan by the Company to Executive, payable on the
fifth (5th) day after demand by the Company (together with interest at the rate
provided in Section 1274(b)(2)(B) of the Code). 

(e) In the event of any controversy with the Internal Revenue
Service/Canada Revenue Agency (or other taxing authority) with regard to the
Excise Tax, Executive shall permit the Company to control issues related to the
Excise Tax (at its expense), provided that such issues do not potentially
materially adversely affect Executive, but Executive shall control any other
issues. In the event the issues are interrelated, Executive and the Company
shall in good faith cooperate so as not to jeopardize resolution of either
issue, but if the parties cannot agree Executive shall make the final
determination with regard to the issues. In the event of any conference with any
taxing authority as to the Excise Tax or associated income taxes, Executive
shall permit the representative of the Company to accompany Executive, and
Executive and Executive's representative shall cooperate with the Company and
its representative. 

(f) The Company shall be responsible for all charges of the
Accountant. 

(g) The Company and Executive shall promptly deliver to each
other copies of any written communications, and summaries of any verbal
communications, with any taxing authority regarding the Excise Tax covered by
this Section 6. 

7. Non-Compete; Non-Solicit. 

(a) The parties hereto recognize that Executive's services are
special and unique and that the level of compensation and the provisions herein
for compensation under Section 3 are partly in consideration of and conditioned
upon Executive's not competing with the Company, and that Executive's covenant
not to compete or solicit as set forth in this Section 7 during and after
employment is essential to protect the business and good will of the Company.


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(b) Executive agrees that during the term of employment with
the Company and for a period of twenty-four (24) months thereafter (the
"Covenant Period"), Executive shall not render services for any of the up to
three (3) organizations designated by the Board in a writing delivered to
Executive within thirty (30) days after the Effective Date (the "Prohibited
List"). The Prohibited List may be changed by the Board from time to time (but
there may never be more than three (3) entities listed) by written notice to
Executive, such notice to be effective only if Executive's commencement of
rendering services for such entity is ninety (90) or more days after the giving
of such notice. The scope of the non-competition clause under any equity plan,
benefit plan or other plan, agreement or arrangement of the Company shall not be
deemed to prohibit Executive's actions or, except as provided in Section 4(c) of
this Agreement or pursuant to a provision in a Company plan or grant agreement
that precludes future vesting or exercisability at the time competition is
entered into, serve as a basis for any reduction or forfeiture of benefits or
payments thereunder unless such actions violate this Section 7(b) of this
Agreement. 

(c) During the Covenant Period, Executive shall not, directly
or indirectly, disrupt, damage or interfere with the operation or business of
the Company by soliciting or recruiting its employees for Executive or others,
but the foregoing shall not prevent Executive from giving references. 

(d) Executive agrees that the Company would suffer an
irreparable injury if Executive was to breach the covenants contained in
Sections 7(b) or (c) and that the Company would by reason of such breach or
threatened breach be entitled to injunctive relief in a court of competent
jurisdiction and Executive hereby stipulates to the entering of such injunctive
relief prohibiting Executive from engaging in such breach. 

(e) If any of the restrictions contained in this Section 7
shall be deemed to be unenforceable by reason of the extent, duration or
geographical scope or other provisions thereof, then the parties hereto
contemplate that the court shall reduce such extent, duration, geographical
scope or other provision hereof and enforce this Section 7 in its reduced form
for all purposes in the manner contemplated hereby. 

8. Assignment. 

This Agreement shall be binding upon and inure to the benefit
of (a) the heirs, beneficiaries, executors and legal representatives of
Executive upon Executive's death and (b) any successor of the Company, provided
that any successor shall within ten (10) days of such assumption deliver to
Executive a written assumption in a form reasonably acceptable to Executive. Any
such successor of the Company shall be deemed substituted for the Company under
the terms of this Agreement for all purposes. As used herein, "successor" shall
mean any person, firm, corporation or other business entity which at any time,
whether by purchase, merger or otherwise, directly or indirectly acquires all or
substantially all of the assets or business of the Company. Notwithstanding such
assignment, the Company shall remain, with such successor, jointly and severally
liable for all of its obligations hereunder. This Agreement may not otherwise be
assigned by the Company. 

None of the rights of Executive to receive any form of
compensation payable pursuant to this Agreement shall be assignable or
transferable except through a testamentary disposition or by the laws of descent
and distribution upon the death of Executive or as provided in Section 18
hereof. Any attempted assignment, transfer, conveyance or other disposition
(other than as aforesaid) of any interest in the rights of Executive to receive
any form of compensation hereunder shall be null and void; provided, however, that notwithstanding the
foregoing, Executive shall be allowed to transfer vested shares subject to the
Stock Option or other stock options or equity awards and vested Restricted Stock
consistent with the rules for transfers to "family members" as defined in
Securities Act Form S-8.

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9. Liability Insurance. 

(a) The Company shall cover Executive under directors and
officers liability insurance both during and, while potential liability exists,
after the Employment Term in the same amount and to the same extent, if any, as
the Company covers its other officers and directors. 

(b) The Company shall during and after the Employment Term
indemnify and hold harmless Executive to the fullest extent permitted by
applicable law with regard to actions or inactions taken by Executive in the
performance of his duties as an officer, director and employee of the Company
and its affiliates or as a fiduciary of any benefit plan of the Company and its
affiliates. 

10. Payment of Legal Fees. 

The Company shall pay Executive's reasonable legal and
financial consulting fees and costs associated with entering into this
Agreement. 

11. Notices. 

All notices, requests, demands and other communications called
for hereunder shall be in writing and shall be deemed given if (a) delivered
personally or by facsimile, (b) one (1) day after being sent by Federal Express
or a similar commercial overnight service, or (c) three (3) days after being
mailed by registered or certified mail, return receipt requested, prepaid and
addressed to the parties or their successors in interest at the following
addresses, or at such other addresses as the parties may designate by written
notice in the manner aforesaid: 

If to the Company: Ecolomondo
Corporation Inc. 

3435 Pitfield Blvd., Montreal (Qc)

Canada, H4S 1H7 
Attn: Directors of the Board 

If to Executive: 298 Rosario Street,
Laval (Quebec), Canada, H7X 3P7 

12. Severability. 

In the event that any provision hereof becomes or is declared
by a court of competent jurisdiction to be illegal, unenforceable or void, this
Agreement shall continue in full force and effect without said provision. 

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13. Entire Agreement. 

This Agreement represents the entire agreement and
understanding between the Company and Executive concerning Executive's
employment relationship with the Company, and supersedes and replaces any and
all prior agreements and understandings concerning Executive's employment
relationship with the Company entered into prior to the date hereof but not any
written agreements entered into simultaneous with this Agreement or thereafter.


14. Arbitration. 

(a) Agreement. The Company and Executive agree that any dispute
or controversy arising out of, relating to, or in connection with this
Agreement, or the interpretation, validity, construction, performance, breach,
or termination thereof shall be settled by binding arbitration to be held in
Montreal, Canada, or such other location agreed by the parties hereto, in
accordance with the arbitration rules in effect in the Province of Quebec. The
arbitrator may grant injunctions or other relief in such dispute or controversy.
The decision of the arbitrator shall be final, conclusive and binding on the
parties to the arbitration. Judgment may be entered on the arbitrator's decision
in any court having jurisdiction. 

(b) Governing Law. The arbitrators shall apply the laws of the
Province of Quebec, Canada to the merits of dispute or claim, without reference
to rules of conflicts of law. Executive and the Company hereby expressly consent
to the jurisdiction of courts in Quebec for any action or proceeding arising
from or relating to this Agreement or relating to any arbitration in which the
parties are participants. 

(c) Costs and Fees of Arbitration. Executive shall pay the
initial arbitration filing fee (not to exceed $200), and the Company shall pay
the remaining costs and expenses of such arbitration (unless Executive requests
that each party pay one-half of the costs and expenses of such arbitration or
unless otherwise required by law). Unless otherwise required by law or pursuant
to an award by the arbitrator, the Company and Executive shall each pay
separately its or his counsel fees and expenses. Notwithstanding the foregoing,
the arbitrator may, but need not, award the prevailing party in any dispute its
or his legal fees and expenses. 

16. No Oral Modification, Cancellation or
Discharge. 

This Agreement may only be amended, canceled or discharged in
writing signed by Executive and an executive officer of the Company. 

17. Survivorship.

The respective rights and obligations of Company and Executive
hereunder shall survive any termination of Executive’s employment hereunder to
the extent necessary for the preservation of such rights and obligations. 

18. Beneficiaries. 

Executive shall be entitled, to the extent permitted under any
applicable law, to select and change the beneficiary or beneficiaries to receive
any compensation or benefit payable hereunder upon his death by giving the
Company written notice thereof. If Executive dies, severance then due or other amounts due hereunder shall be paid to his designated
beneficiary or beneficiaries or, if none are designated or none survive
Executive, his estate.

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19. Withholding. 

The Company shall be entitled to withhold, or cause to be
withheld, any amount of federal/canadian, state/provincial, city or other
withholding taxes required by law with respect to payments made to Executive in
connection with his employment hereunder. 

20. Governing Law. 

This Agreement shall be governed by the laws of Quebec, Canada,
without reference to rules of conflicts of law. References to the Internal
Revenue Code of 1986 are to be adapted, if applicable, to Canadian tax laws.


21. Effective Date. 

This Agreement is effective on the earlier to occur of the date
on which the initial public offering for cash of the Class A Common Shares of
the Company registered pursuant to the Securities Act of 1933, as amended, and
the regulations thereunder closes or the closing date of a transaction in which
the Company merges into or consolidates with another company and the Common
Stock of the Company is exchanged for the common stock of another company which
is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended. The date on which this Agreement is effective is referred to herein as
the “Effective Date”. This Agreement shall be null and void if the Effective
Date shall not have occurred on or before December 31, 2015.

22. Counterparts. 

This Agreement may be executed in counterparts, and each
counterpart when so executed shall have the same force and effect as an original
and shall constitute an effective, binding agreement on the part of each of the
undersigned, and such counterparts together will constitute one instrument. 

IN WITNESS WHEREOF, the undersigned have executed this
Agreement: 


	ECOLOMONDO CORPORATION INC. 	 	EXECUTIVE 
	 	 	 
	/s/ Tennyson
      Anthony 	 	/s/
      Elio Sorella 
	Tennyson Anthony 	 	Elio Sorella 
	
      Chairman of the Audit Committee	 	 



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