Exhibit
        10.02

      EMPLOYMENT
        AGREEMENT

      


      THIS
        AGREEMENT (the "Agreement") is made as of the 4th day of August, 2008 between
        Aduromed Industries, Inc., a Delaware corporation (“ADRM"), Aduromed
        Corporation, a Delaware corporation (“Aduromed", and together with ADRM, the
“Companies”) and Kevin T. Dunphy (the "Executive" or "Employee"), an individual
        residing at 2 Limekiln Court, Bethel CT 06801.

      


      .WITNESSETH
        THAT:

      


      WHEREAS,
        the Executive has extensive and valuable experience in the business of the
        Companies; and

      


      WHEREAS,
        the Companies desire to employ the Executive, giving him full executive
        powers, and the Executive desires so to be employed by the
        Companies;

      


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

      


      1.
        Employment.

      


      The
        Companies shall, and do hereby, employ the Executive, and the Executive shall,
        and does hereby accept employment from the Companies in the capacity of the
        Treasurer and Chief Financial Officer of the Companies. In such capacity,
        the
        Executive shall at all times during the term of his employment hereunder
        have
        the title of Treasurer and Chief Financial Officer; and shall

      


      (i)
        devote during normal business hours his full attention, knowledge, experience,
        skills and best endeavors to the business and affairs of the
        Companies,

      


      (ii)
        perform services and discharge duties set forth herein and generally associated
        with the position of the Treasurer and Chief Financial Officer in a trustworthy
        manner and

      


      (iii)
        perform all duties consistent with (a) policies established from time to
        time by
        the Companies and (b) all applicable legal requirements.

      


      2.
        Authority.

      


        Employee
        shall have the responsibility and authority to manage the financial affairs
        in
        the ordinary course of the Companies, including, but not limited
        to,


      
        
           

        

        
          1

          
            

          

        

        
           

        

      


      (i)
        subject to approval by the Chief Executive Officer of the Companies, the
        hiring
        and terminating of employees relating to the financial affairs of the Companies;
        and

      


      (ii)
        performing all other functions necessary to provide for the continued operation
        in the ordinary course of the Companies as shall from time to time be
        established.

      


      3.
        Term.

      


      Subject
        to the provisions for termination herein provided, the term of this Agreement
        shall commence as of the 4th day of August, 2008, and shall continue in full
        force and effect until the Company's close of business on August 4th, 2009.
        At
        the expiration of the original term of this Agreement on August 4th, 2009,
        and
        upon each anniversary thereafter, the Term of this Agreement shall be deemed
        renewed and extended for successive one-year periods, provided that neither
        party, within ninety (90) days prior to such expiration date or any anniversary
        thereof, shall have given written notice to the other that this Agreement
        shall
        not be renewed or extended. (Such term, including all renewals and extensions,
        herein called the "Term".)

      


      4.
        Compensation.

      


      The
        Company shall compensate the Employee during the Term of this Agreement as
        follows:

      


      (a)
        Base
        Salary. The Employee shall be paid a base salary ("Base Salary") of not less
        than One Hundred Seventy Five Thousand Dollars ($175,000.00) per year in
        installments consistent with the Companies’ usual practices. 

      


      (b)
        Performance Bonus. The Employee shall be entitled to an annual cash bonus
        ( the
        "Bonus") based upon the Companies’ attainment of reasonable financial objectives
        to be determined annually by the Board. The maximum annual Bonus shall not
        exceed fifty percent (50%) of the applicable year's ending Base Salary and
        shall
        be payable only in the event the Board determines, in its sole and exclusive
        discretion, that the particular year's financial and set objectives have
        been
        met. The timing for payment of any such Bonus shall be in accordance with
        the
        Companies’ bonus plan, if any shall have been established by the Board, but in
        any event not later than seventy-five (75) days following the close of the
        particular fiscal year.

      


      (c)
        Withholding. All compensation payable to the Executive hereunder shall
be
        subject to withholding, as required by law.


      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      5.
        Benefits.

      


      (a)
        Generally. The Executive shall be eligible to participate in any employee
        benefit or welfare plan, including any life, accident, medical, and disability
        insurance, retirement or pension plan or program maintained or which shall
        be
        maintained from time to time during the Term by the Companies for its employees
        or executive employees and their immediate families, on the same basis and
        subject to the same requirements and limitations as are or shall be applicable
        to other employees or executive employees of the Companies.

      


      (b)
        Perquisites. The Executive shall be provided with (i) a car allowance of
        $600
        per month (ii) a cellular phone and the Companies shall pay all monthly fees
        and
        charges, (iii) computer equipment, dedicated phone/fax line and fax/copying
        and
        scanning equipment at Employee's residence and the Companies shall pay or
        reimburse him for all installation and carrying charges associated therewith,
        and (iv) such other perquisites as are normal and customary for executives
        similarly situated which contribute to the Executive’s performance of his
        responsibilities and (v) other perquisites that from time to time may be
        established by the Companies and its Board of Directors.

       

      6.
        Vacation.

      


      Executive
        shall be entitled to four (4) weeks' vacation each year during the Term of
        this
        Agreement, and any renewal or extension thereof, to be taken at times not
        inconvenient to the Companies.

      


      7.
        Expenses.

      


      The
        Companies shall reimburse the Executive for all reasonable business expenditures
        made by him in connection with, or in furtherance of, his employment hereunder,
        upon presentation and approval of itemized expense statements, receipts or
        vouchers or such other supporting information as may from time to time be
        reasonably requested by the Companies. Air travel by Executive shall be in
        "business class” and shall include the providing of a designated airline travel
        club where the executive can make use of such facilities to conduct business
        in
        a professional environment while traveling.

      


      8.
        Confidentiality.

      


      During
        the Term of his employment, and at all times thereafter, the Employee shall
        not,
        without the prior written consent of the Companies, divulge to any third
        party
        or use for his own benefit or the benefit of any third party or for any purpose
        other than the exclusive benefit of the Companies, any confidential or
        proprietary business or technical information revealed, obtained or developed
        in
        the course of his employment with the Companies and which is otherwise the
        property of the Companies or any of its affiliated corporations, including,
        but
        not limited to, trade secrets, customer lists, formulae and processes of
        manufacture; provided, however, that nothing herein contained shall restrict
        the
        Employee's ability to make such disclosures during the course of his employment
        as may be necessary or appropriate to the effective and efficient discharge
        of
        his duties to the Companies.


      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      


      9.
        Proprietary Intellectual Property.

      


      The
        Employee shall treat as for the sole benefit of the Companies and fully and
        promptly disclose and assign to it without additional compensation, all
        proprietary intellectual property, including, without limitation, all ideas,
        discoveries, inventions and improvements, patentable or not, as well as all
        formulae, processes, know-how, patent rights and letters patent therefor
        filed
        in the United States and all other countries, and any and all rights and
        interests in, to and under the same, made, conceived, acquired, reduced to
        practice, or otherwise possessed, during the term of his employment by the
        Companies, alone or with other employees, during or after usual working hours
        either on or off the job, and which are related to the Companies’ business. In
        addition, the Employee agrees that, upon request, he will promptly make all
        disclosures, execute all instruments and papers, and perform all acts whatsoever
        necessary or desired by the Companies to vest in and assign to the Companies,
        their successors, assigns and nominees, fully and completely, all rights
        created
        or contemplated by this SECTION 9 and which may be necessary or desirable
        to
        enable the Companies, their successors, assigns and nominees to secure and
        enjoy
        the full benefits and advantages thereof, including any and all applications,
        writings or other documents, as may be necessary to apply for and obtain
        any
        patent, copyright or trademark registration by the Companies or any assignment
        thereof. Employee shall at all times cooperate with and assist the Companies
        in
        preserving and enforcing the aforesaid rights which assistance and cooperation
        shall include but not be limited to providing the Companies with all information
        and documents necessary to prosecute and defend such rights. The covenants
        made
        by the Employee under the terms of this SECTION 9 shall be enforceable by
        the
        Companies for so long as employee shall be employed by, or a consultant to,
        the
        Companies and for twelve (12) months immediately thereafter unless, during
        the
        term of this Agreement, he shall have been terminated without
        cause.

      


      10.
        Property.

      


      Both
        during the Term of his employment and thereafter, the Employee shall not
        remove
        from the Companies’ offices or premises any of the Companies’ documents,
        records, notebooks, files, correspondence, reports, memoranda and similar
        materials or property of any kind unless necessary in accordance with the
        duties
        and responsibilities of his employment. In the event that any such material
        or
        property is removed, it shall be returned as promptly as possible. The Employee
        shall not make, retain, remove or distribute any copies, or divulge to any
        third
        person the nature or contents of any of the foregoing or of any other oral
        or
        written information to which he may have access, except as disclosure shall
        be
        necessary in the performance of his duties. On the termination of his employment
        with the Companies, the Employee shall leave with or return to the Companies
        all
        originals and copies of the foregoing then in his possession or subject to
        his
        control, whether prepared by the Employee or by others.

      


      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      11.
        Termination By Companies.

      


      (a)
        Termination for Cause. The employment of the Employee may be terminated for
        Cause at any time by the vote of a majority of the Board; provided, however,
        that before the Companies may terminate the Employee's employment for Cause
        for
        any reason that is susceptible to cure, the Companies shall first send the
        Employee written notice of its intention to terminate this Agreement for
        Cause,
        specifying in such notice the reasons for such Cause and those conditions
        that,
        if satisfied by the Employee, would cure the reasons for such Cause, and
        the
        Employee shall have 30 days from receipt of such written notice to satisfy
        such
        conditions. If such conditions are satisfied within such 30-day period, the
        Companies shall so advise the Employee in writing. If such conditions are
        not
        satisfied within such 30-day period, the Companies may thereafter terminate
        this
        Agreement for Cause on written Notice of Termination (as defined in SECTION
        13(a)) delivered to the Employee describing with specificity the grounds
        for
        termination. Immediately on termination pursuant to this SECTION 11(A), the
        Companies shall pay to the Employee in a lump sum any remaining unpaid Base
        Salary under SECTION 4(A) to the Date of Termination (as defined in SECTION
        13(B)) and the Employee shall forfeit any Base Salary attributable to any
        period
        subsequent to the Date of Termination. On termination pursuant to this SECTION
        11(A), the Employee shall forfeit (i) his Bonus under SECTION 4(B) for the
        year
        in which such termination occurs, and (ii) all unvested Options and other
        options, warrants and rights relating to capital stock of the Companies,
        except
        those issued prior to the date of this Agreement. For purposes of this
        Agreement, Cause shall mean: (1) a material breach of any of the terms of
        this
        Agreement that is not immediately corrected following written notice of default
        specifying such breach; (2) repeated intoxication with alcohol or drugs while
        on
        Companies’ premises during its regular business hours to such a degree that, in
        the reasonable judgment of the other managers of the Companies, the Employee
        is
        abusive or incapable of performing his duties and responsibilities under
        this
        Agreement; (3) conviction of a felony; or (4) misappropriation of property
        belonging to the Companies and/or any of its affiliates.

      


      (b)
        Termination Without Cause. The employment of the Employee may be terminated
        without Cause at any time by the vote of a majority of the Board on delivery
        to
        the Employee of a written Notice of Termination (as defined in SECTION 13(A)).
        On the Date of Termination (as defined in SECTION 13(B)) pursuant to this
        SECTION 11(B), the Company shall pay to the Employee in a lump sum in lieu
        of
        payments under SECTIONS 4(A), 4(B) AND 5 for the remainder of the Term an
        amount
        equal to the sum of (i) all remaining unpaid Base Salary payable under SECTION
        4(A) for the full period through the Date of Termination, plus (ii) the maximum
        Bonus available to the Employee under SECTION 4(B) for the year in which
        the
        termination occurs, pro-rated through the Date of Termination, plus (iii)
        Base
        Salary payable under SECTION 4(A) for a full one (1) year period commencing
        on
        the Date of Termination, such Base Salary to be paid to the Employee in
        accordance with the Companies’ normal payroll practices over the course of such
        additional one year period, plus (iv) the maximum Bonus available to the
        Employee under SECTION 4(B) for the one (1) year period commencing on the
        Date
        of Termination, such Bonus to be paid to the Employee in accordance with
        the
        Companies’ normal payroll practices over the course of such additional one year
        period. In addition, on termination of the Employee under this SECTION 11(B),
        all of the Employee's unvested Options and other options, warrants and rights
        relating to capital stock of the Companies shall immediately vest and become
        exercisable. The term of any such options (including the Options), warrants
        and
        rights shall be extended to the fifth anniversary of the Employee's termination.
        The Employee acknowledges that extending the term of any incentive stock
        option
        pursuant to this SECTION 11(B), or SECTION 11(C), 11(D) OR 12(A), could cause
        such option to lose its tax-qualified status under the Internal Revenue Code
        of
        1986, as amended (the "Code"), and agrees that the Companies shall have no
        obligation to compensate the Employee for any additional taxes he incurs
        as a
        result. In addition, Employee shall be entitled to any benefits under Section
        5
        hereof which he had the benefit of as of the Date of Termination for such
        additional one year period upon the same terms and conditions as they existed as
        of the Date of Termination. 


      
        
           

        

        
          5

          
            

          

        

        
           

        

      


      (c)
        Termination on Disability. If during the Term the Employee should fail to
        perform his duties hereunder on account of physical or mental illness or
        other
        incapacity which the Board shall in good faith determine renders the Employee
        incapable of performing his duties hereunder, and such illness or other
        incapacity shall continue for a period of more than six (6) consecutive months
        ("Disability"), the Companies shall have the right, on written Notice of
        Termination (as defined in SECTION 13(A)) delivered to the Employee to terminate
        the Employee's employment under this Agreement. During the period that the
        Employee shall have been incapacitated due to Disability, the Employee shall
        continue to receive the full Base Salary provided for in SECTION 4(A) hereof
        at
        the rate then in effect until the Date of Termination (as defined in SECTION
        13(B)) pursuant to this SECTION 11(C). On the Date of Termination pursuant
        to
        this SECTION 11(C), the Companies shall pay to the Employee in a lump sum
        an
        amount equal to all remaining unpaid Base Salary payable under SECTION 4(A)
        for
        the full period through the Date of Termination. In addition, the Companies
        shall pay to the Employee Base Salary payable under SECTION 4(A) for a full
        one
        (1) year period commencing on the Date of Termination, such Base Salary to
        be
        paid to the Employee in accordance with the Companies’ normal payroll practices
        over the course of such additional one year period. In addition, on such
        termination, all of the Employee's unvested Options and other options, warrants
        and rights relating to capital stock of the Companies shall immediately vest
        and
        become exercisable. The term of any such options (including the Options),
        warrants and rights shall be extended to the fifth anniversary of the Employee's
        termination. In addition, Employee shall be entitled to any benefits under
        Section 5 hereof which he had the benefit of as of the Date of Termination
        for
        such additional one year period upon the same terms and conditions as they
        existed as of the Date of Termination. 


      
        
           

        

        
          6

          
            

          

        

        
           

        

      


      (d)
        Termination on Death. If the Employee shall die during the Term, the employment
        of the Employee shall thereupon terminate. On the Date of Termination (as
        defined in SECTION 13(B)) pursuant to this SECTION 11(D), the Companies shall
        pay to the Employee's estate a lump sum amount equal to all remaining unpaid
        Base Salary payable under SECTION 4(A) for the full period through the Date
        of
        Termination. In addition, the Companies shall pay to the Employee’s estate Base
        Salary payable under SECTION 4(A) for a full one (1) year period commencing
        on
        the Date of Termination, such Base Salary to be paid to the Employee’s estate in
        accordance with the Companies’ normal payroll practices over the course of such
        additional one year period. In addition, on termination of the Employee under
        this SECTION 11(D), all of the Employee's unvested Options and other options,
        warrants and rights relating to capital stock of the Companies shall immediately
        vest and become exercisable. The term of any such options (including the
        Options), warrants and rights shall be extended to the fifth anniversary
        of the
        Employee's termination. The provisions of this SECTION 11(D) shall not affect
        the entitlements of the Employee's heirs, executors, administrators, legatees,
        beneficiaries or assigns under any employee benefit plan, fund or program
        of the
        Companies.

      


      12.
        [This
        Section Intentionally Left Blank].

      


      13.
        Provisions Applicable to Termination of Employment.

      


      (a)
        Notice of Termination. Any purported termination of Employee's employment
        by the
        Companies pursuant to SECTION 11 shall be communicated by Notice of Termination
        to the Employee as provided herein, and shall state the specific termination
        provisions in this Agreement relied on and set forth in reasonable detail
        the
        facts and circumstances claimed to provide a basis for termination of the
        Employee's employment ("Notice of Termination”).

      


      (b)
        Date
        of Termination. For all purposes, "Date of Termination" shall mean, for
        Disability, thirty (30) days after Notice of Termination is given to the
        Employee (provided the Employee has not returned to duty on a full-time basis
        during such 30-day period), or, if the Employee's employment is terminated
        by
        the Companies for any other reason, the date on which a Notice of Termination
        is
        given.

      


      (c)
        Benefits on Termination. On termination of this Agreement by the Companies
        pursuant to SECTION 11, all profit-sharing, deferred compensation and other
        retirement benefits payable to the Employee under benefit plans in which
        the
        Employee then participated shall be paid to the Employee in accordance with
        the
        provisions of the respective plans and the Employee shall be entitled to
        all
        accrued and unused vacation days through the Date of
        Termination.


      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      


      14.
        Non-Competition and Non-Solicitation.

      


      (a)
        In
        consideration of the provisions hereof and the payments provided under SECTION
        11, for the Restricted Period (as hereinafter defined), the Employee will
        not,
        except as specifically provided below, anywhere in any state of the United
        States in which the Companies are engaged in the conduct of their business
        as of
        such termination date (the "Restricted Territory"), directly or indirectly,
        acting individually or as the owner, shareholder, partner or management employee
        of any entity, (i) engage in the operation of disposing or converting medical
        waste, (ii) enter the employ as a manager of, or render any personal services
        to
        or for the benefit of, or assist in or facilitate the solicitation of customers
        for, or receive remuneration in the form of management salary, commissions
        or
        otherwise from, any business engaged in such activities in such jurisdictions;
        or (iii) receive or purchase a financial interest in, make a loan to, or
        make a
        gift in support of, any such business in any capacity, including without
        limitation, as a sole proprietor, partner, shareholder, officer, director,
        principal agent or trustee; provided, however, that the Employee may own,
        directly or indirectly, solely as an investment, securities of any business
        traded on any national securities exchange or quoted on any NASDAQ market,
        provided the Employee is not a controlling person of, or a member of a group
        which controls, such business and further provided that the Employee does
        not,
        in the aggregate, directly or indirectly, own five percent (5%) or more of
        any
        class of securities of such business. The term "Restricted Period" shall
        mean
        the earlier of (i) the maximum period allowed under applicable law and (ii)(x)
        in the case of a Change of Control, until the third anniversary of the effective
        date of the Change of Control, (y) in the case of a termination by the Companies
        without Cause pursuant to Section 10(b) and provided the Companies have made
        the
        payments required under SECTION 11(B), until the second anniversary of the
        Date
        of Termination, or (z) in the case of Termination for Cause by the Company
        pursuant to SECTION 11(A) or by the Employee without Good Reason pursuant
        to
        SECTION 12(B), until the first anniversary of the Date of
        Termination.

      


      (b)
        If
        the final judgment of a court of competent jurisdiction declares that any
        term
        or provision of this SECTION 15 is invalid or unenforceable, the parties
        agree
        that the court making the determination of invalidity or unenforceability
        shall
        have the power to reduce the scope, duration or area of the term or provision,
        to delete specified words or phrases or to replace any invalid or unenforceable
        term or provision with a term or provision that is valid and enforceable
        and
        that comes closest to expressing the intention of the invalid or unenforceable
        term or provision, and this Agreement shall be enforceable as so modified
        after
        the expiration of the time within which the judgment may be
        appealed.


      
        
           

        

        
          8

          
            

          

        

        
           

        

      

      


      15.
        (a)
        Benefits Upon a Change in Control. If (i) during the term of this Agreement
        and
        while Executive remains an employee of the Companies, the Companies shall
        be
        subject to a Change in Control and (ii) within one (1) year following such
        Change in Control the Companies terminate the employment of Executive
        involuntarily and without Cause, then in such case Executive shall be entitled
        to receive the following: (A) Executive's unpaid Base Salary accrued through
        the
        Date of Termination, plus (B) the maximum Bonus available to the Employee
        under
        SECTION 4(B) for the year in which the termination occurs, pro-rated through
        the
        Date of Termination, plus (C) Base Salary payable under SECTION 4(A) for
        a full
        one (1) year period commencing on the Date of Termination, such Base Salary
        to
        be paid to the Employee in accordance with the Companies’ normal payroll
        practices over the course of such additional one year period, plus (D) the
        maximum Bonus available to the Employee under SECTION 4(B) for the one (1)
        year
        period commencing on the Date of Termination, such Bonus to be paid to the
        Employee in accordance with the Companies’ normal payroll practices over the
        course of such additional one year period, and (E) to the extent required
        by
        COBRA only, continuation of group health benefits pursuant to the Companies’
standard programs or in effect at the Date of Termination, for a period of
        not
        less than 18 months (or such longer period as may be required by COBRA),
        provided that Executive makes the necessary conversion. If during the term
        of
        this Agreement and while Executive remains an employee of the Companies,
        the
        Companies shall be subject to a Change in Control, then in such case Executive
        shall be entitled to vesting of all of the Executive's unvested Options and
        other options, warrants and rights relating to capital stock of the Companies
        which shall immediately become exercisable and the term of any such options
        (including the Options), warrants and rights shall be extended to the fifth
        anniversary of the date of such Change in Control.

      


      (b)
        Exclusivity. The provisions of this Agreement are intended to be and are
        exclusive and in lieu of any other rights or remedies to which Executive
        or the
        Companies may otherwise be entitled, either at law, tort or contract, in
        equity,
        under Companies policies in effect now or hereafter, or under this Agreement,
        in
        the event that (i) during the term of this Agreement and while Executive
        remains
        an employee of the Companies, the Companies shall be subject to a Change
        in
        Control and (ii) within one (1) year following such Change in Control the
        Companies terminates the employment of Executive involuntarily and without
        Cause. In such circumstances, Executive shall be entitled to no benefits,
        compensation or other payments or rights upon termination of employment other
        than those benefits expressly set forth in Section 15.


      
        
           

        

        
          9

          
            

          

        

        
           

        

      

      


      "Change
        in Control" shall mean any merger, consolidation, sale of assets or other
        similar transaction or series of transactions involving the Companies, other
        than any such transaction or transactions following which the Companies or
        its
        stockholders continue to own a majority of the combined voting power of the
        outstanding securities of the corporation or other entity surviving or
        succeeding to the business of the Companies.

      


      16.
        Indemnification.

      


      As
        an
        employee and agent of the Companies, the Employee shall be fully indemnified
        by
        the Companies to the fullest extent permitted by applicable law in connection
        with his employment hereunder.

      


      17.
        Survival of Provisions.

      


      The
        obligations of the Companies under SECTION 15 of this Agreement shall survive
        both the termination of the Employee's employment and this
        Agreement.

      


      18.
        No
        Duty to Mitigate; No Offset.

      


      The
        Employee shall not be required to mitigate damages or the amount of any payment
        contemplated by this Agreement, nor shall any such payment be reduced by
        any
        earnings that the Employee may receive from any other sources or offset against
        any other payments made to him or required to be made to him pursuant to
        this
        Agreement.

      


      19.
        Assignment; Binding Agreement.

      


      The
        Companies may assign this Agreement to any parent, subsidiary, affiliate
        or
        successor of the Companies. This Agreement is not assignable by the Employee
        and
        is binding on him and his executors and other legal representatives. This
        Agreement shall bind the Companies and their successors and assigns and inure
        to
        the benefit of the Employee and his heirs, executors, administrators, personal
        representatives, legatees or devisees. The Companies shall assign this Agreement
        to any entity that acquires its assets or business, and shall cause it to
        assume
        the Companies’ obligations and liabilities arising hereunder.

      


      20.
        Notice.

      


      Any
        written notice under this Agreement shall be personally delivered to the
        other
        party or sent by certified or registered mail, return receipt requested and
        postage prepaid, to such party at the address set forth in the records of
        the
        Companies or to such other address as either party may from time to time
        specify
        by written notice.


      
        
           

        

        
          10

          
            

          

        

        
           

        

      

      


      21.
        Entire Agreement; Amendments.

      


      This
        Agreement contains the entire agreement of the parties relating to the
        Employee's employment and supersedes all oral or written prior discussions,
        agreements and understandings of every nature between them. This Agreement
        may
        not be changed except by an agreement in writing signed by the Companies
        and the
        Employee.

      


      22.
        Waiver.

      


      The
        waiver of a breach of any provision of this Agreement shall not operate or
        as be
        construed to be a waiver of any other provision or subsequent breach of this
        Agreement.

      


      23.
        Governing Law and Jurisdictional Agreement.

      


      This
        Agreement shall be governed by and construed and enforced in accordance with
        the
        laws of the State of New York. The parties irrevocably and unconditionally
        submit to the jurisdiction and venue of any court, federal or state, situated
        within New York County, New York for the purpose of any suit, action or other
        proceeding arising out of, or relating to or in connection with, this
        Agreement.

      


      24.
        Severability.

      


      In
        case
        any one or more of the provisions contained in this Agreement is, for any
        reason, held invalid in any respect, such invalidity shall not affect the
        validity of any other provision of this Agreement, and such provision shall
        be
        deemed modified to the extent necessary to make it enforceable.

      


      25.
        Enforcement.

      


      It
        is
        agreed that it is impossible to measure fully, in money, the damage which
        will
        accrue to the Company in the event of a breach or threatened breach of SECTIONS
        8, 9 OR 10 of this Agreement, and, in any action or proceeding to enforce
        the
        provisions of SECTIONS 8, 9 OR 10 hereof, the Employee waives the claim or
        defense that the Companies have an adequate remedy at law and will not assert
        the claim or defense that such a remedy at law exists. The Companies are
        entitled to injunctive relief to enforce the provisions of such sections
        as well
        as any and all other remedies available to it at law or in equity without
        the
        posting of any bond.

      


      26.
        Counterparts.

      


      This
        Agreement may be executed in counterparts, each of which shall be deemed
        an
        original and both of which together shall constitute one and the same
instrument.


      
        
           

        

        
          11

          
            

          

        

        
           

        

      

      


      27.
        Due
        Authorization.

      


      The
        execution of this Agreement has been duly authorized by the Companies by
        all
        necessary corporate action.

      


      IN
        WITNESS WHEREOF, the parties have executed and delivered this Employment
        Agreement as of the day and year set forth above.

      


      
        	
                ADUROMED
                  INDUSTRIES, INC. a Delaware corporation

              
	 	 
	
                By

              	
                /s/
                  Damien Tanaka

              
	 	
                Name:
                  Damien Tanaka

              
	 	
                Title:
                  Chief Executive Officer

              
	 	 
	
                ADUROMED
                  CORPROATION a Delaware corporation

              
	 	 
	
                By

              	
                /s/
                  Damien Tanaka

              
	 	
                Name:
                  Damien Tanaka

              
	 	
                Title:
                  Chief Executive Officer

              
	 	 
	
                EMPLOYEE

              
	 	 
	
                               Kevin
                  Dunphy

              
	
                Name:

              	
                Kevin
                  Dunphy

              


      


      
        
           

        

        
          12