Unassociated Document


     

    EMPLOYMENT
      AGREEMENT

     

    THIS
      EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) dated as of June 30, 2008 (the
“Effective Date”), is by and between InovaChem, Inc., a Delaware corporation
      (together with its subsidiaries, the “Company” or “InovaChem”), and Henry Toh,
      (the “Executive”).

     

    WITNESSETH:

     

    WHEREAS,
      the Company now desires to employ the Executive as the Company’s Executive Vice
      Chairman; and

     

    WHEREAS,
      the Executive desires to serve as the Executive Vice Chairman; and

     

    NOW
      THEREFORE, in consideration of the mutual benefits to be derived from this
      Agreement, and other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the Company and the Executive
      hereby agree as follows:

     

    
      1.  Term
        of Employment; Office and Duties.

    

     

    (a)  Commencing
      on the Effective Date (the “Employment Date”), and for an initial term ending on
      December 31, 2010 (the “Initial Term”), the Company shall employ the Executive
      as a senior executive of
      the
      Company with the title of Executive Vice Chairman. As Executive Vice Chairman,
      Executive shall perform all duties and responsibilities which are consistent
      with the positions and such additional duties and responsibilities consistent
      with such positions as may from time to time be assigned to the Executive by
      the
      Board of Directors. Executive agrees to perform such duties and discharge such
      responsibilities in accordance with the terms of this Agreement. This Agreement
      shall be automatically renewed for an additional one (1) year term (the “Renewal
      Period”) unless the Company notifies the Executive ninety (90) days prior to the
      expiration of the Agreement of the Company’s intention not to renew the
      Agreement. The Initial Term and any Renewal Period that has commenced, as the
      same may be sooner terminated, shall be collectively referred to herein as
      the
“Term” in effect as of the relevant time.

     

    
      2.  Compensation
        and Benefits.

    

     

    The
      Company is in the process of offering securities (the “Private Offering”), per
      the Executive Summary dated March 14, 2008, to a limited number of accredited
      investors. All compensation and benefits listed below will begin to accrue
      with
      the completion of the Private Offering. Following the completion of the Private
      Offering, and at the sole discretion of the Board, Executive’s compensation will
      begin to be paid at a percentage and time in keeping with the Company’s
      financial situation.

     

    For
      all
      services rendered by the Executive in any capacity during the period of
      Executive’s employment by the Company, including without limitation, services as
      an executive officer or member of any committee of the Board of Directors or
      any
      subsidiary, affiliate or division thereof, from and after the Effective Date,
      the Executive shall be compensated as follows:

     

    
      
        
        

      

      
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    (a)  Base
      Salary.
      The
      Company shall pay the Executive a fixed salary (“Base Salary”) at a rate of One
      Hundred and Fifty Thousand US Dollars (US $150,000) per year. The Board of
      Directors may periodically review the Executive’s Base Salary and may determine
      to increase (but not decrease) the Executive’s salary, in accordance with such
      policies as the Company may hereafter adopt from time to time, if it deems
      appropriate. A portion of the Base Salary will be payable in accordance with
      the
      customary payroll practices of the Company and a portion of the Base Salary
      in
      the sole discretion of the Board, will be deferred and paid at such time as
      the
      Company’s financial situation permits as determined by the Board of Directors.


     

    (b)  Bonus.
      Executive is entitled to receive an annual bonus (the “Annual Bonus”), payable
      each year subsequent to the issuance of final audited financial statements,
      but
      in no case later than 120 days after the end of the Company’s most recently
      completed fiscal year. The final determination on the amount of the Annual
      Bonus
      will be made by the Compensation Committee of the Board of Directors, based
      primarily on mutually agreed upon criteria, established with respect to the
      ensuing fiscal year, within thirty (30) days following the adoption by the
      Board
      of Directors of a budget relating to the ensuing year. Criteria for the Annual
      Bonus for 2008 shall be agreed upon prior to or within sixty (60) days after
      the
      execution of this Agreement. The Compensation Committee may also consider other
      more subjective factors in making its determination. The targeted amount of
      the
      Annual Bonus shall be fifty percent (50%) of the Executive’s base salary. The
      actual Annual Bonus for any given period may be higher or lower than fifty
      percent (50%). For any fiscal year in which Executive is employed for less
      than
      the full year, Executive shall receive a bonus which is prorated based on the
      number of full months in the year which are worked.

     

    (c)  Fringe
      Benefits, Option Grants and Miscellaneous Employment Matters.

     

    (i)  The
      Executive shall be entitled to participate in such disability, health and life
      insurance and other fringe benefit plans or programs offered to all employees
      of
      the Company, as well as to the key executive employees of Company, including
      a
      Section 401(k) and retirement plan of the Company as may be established from
      time to time by the Board of Directors, subject to the rules and regulations
      applicable thereto.
      At the
      Executive's option, in lieu of providing group medical benefits, the Company
      will reimburse the Executive for health insurance premium payments made by
      the
      Executive. Upon termination of Executive's coverage under such private
      supplemental health insurance policy, he shall have the option of enrolling
      in
      the Company's group plan or converting his prior coverage to an individual
      policy, at which time the Company would reimburse him for an amount equal to
      its
      monthly cost of covering Executive under its plan, and Executive would pay
      any
      additional amounts necessary to provide individual coverage. In addition, the
      Executive shall be entitled to the following benefits:

     

    (ii)  Contemporaneous
      with the execution of this Employment Agreement, Executive received a grant
      (the
“Stock Option Grant”) of stock options (the “Stock Options”) to purchase 150,000
      shares at an exercise price equal to
      the
      closing transaction price of the Company’s Common Stock on the last trading day
      preceding execution of this Employment Agreement.
      If the
      Company’s common stock is not trading at the effective date of this Agreement,
      then the exercise price shall equal the fair market value of the Company’s
      Common Stock as determined by the Board of Directors in its reasonable
      discretion. The Stock Options shall have a term of ten (10) years, shall become
      exercisable when vested, and shall vest pro rata in twelve equal quarterly
      installments (1/12th each at the end of each fiscal quarter), with the first
      installment vesting on June 30, 2008. Notwithstanding the foregoing, the Stock
      Options shall terminate ninety (90) days following a termination of the
      Executive for “Cause” or upon the voluntary termination of service by the
      Executive that is not for “Good Reason.”

     

    
      
        
        

      

      
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    (iii)  Contemporaneous
      with the execution of this Employment Agreement, the Executive shall receive
      a
      grant of 150,000 shares of the Company's Common Stock.

     

    (d)  Withholding
      and Employment Tax.
      Payment
      of all compensation hereunder shall be subject to customary withholding tax
      and
      other employment taxes as may be required with respect to compensation paid
      by
      an employer/corporation to an employee.

     

    (e)  Disability.
      The
      Company shall provide the Executive with a policy of disability insurance
      benefits of at least sixty percent (60%) of his gross Base Salary per month.
      To
      the extent permitted by the Company’s existing disability policy, the
      Executive’s disability policy will be a portable policy. The Executive agrees to
      pay for any additional premium payments resulting from providing a portable
      policy (in comparison to a group policy) and further agrees to have the
      additional premium payments deducted from his pay. In the event of the
      Executive’s Disability (as hereinafter defined), the Executive and his family
      shall continue to be covered by all of the Company’s life, medical, health and
      dental plans, at the Company’s expense, to the extent such benefits can be
      obtained at a reasonable cost, for the lesser of the term of such Disability
      (as
      hereinafter defined) or eighteen (18) months, in accordance with the terms
      of
      such plans.

     

    (f)  Death.
      The
      Company shall provide the Executive with a policy of term life insurance
      benefits in the amount of at least One Million United States Dollars (US
      $1,000,000). To the extent permitted by the Company’s existing life insurance
      policy, the Executive’s life insurance policy will be a portable policy. The
      Executive agrees to pay for any additional premium payments resulting from
      providing a portable policy (in comparison to a group policy) and further agrees
      to have the additional premium payments deducted from his pay. In the event
      of
      the Executive’s death, the Executive’s family shall continue to be covered by
      all of the Company’s medical, health and dental plans, at the Company’s expense,
      to the extent such benefits can be obtained at a reasonable cost, for eighteen
      (18) months following the Executive’s death in accordance with the terms of such
      plans.

     

    (g)  Vacation.
      Executive shall receive four (4) weeks of vacation annually, administered in
      accordance with the Company’s existing vacation policy.

     

    
      3.  Business
        Expenses.

    

     

    The
      Company shall pay or reimburse all reasonable travel and entertainment expenses
      incurred by the Executive in connection with the performance of his duties
      under
      this Agreement, including travel to offices and facilities in the United States
      and abroad, reimbursement for attending out-of-town meetings of the Board of
      Directors, and such other travel as may be required or appropriate in
      Executive’s discretion, consistent with duly approved Company budgets, to
      fulfill the responsibilities of his office, all in accordance with such policies
      and procedures as the Company may from time to time establish for senior
      officers and as required to preserve any deductions for federal income taxation
      purposes to which the Company may be entitled and subject to the Company’s
      normal requirements with respect to reporting and documentation of such
      expenses. The Company shall also pay or reimburse Executive for all membership
      fees and dues in appropriate professional associations and organizations
      utilized by Executive in the course of his service for the Company, as well
      as
      all expenses incurred by the Executive for Executive’s cellular telephone and
      portable text messaging including monthly service charges, equipment maintenance
      and all other ancillary charges including, but not limited to, text messaging,
      paging, and wireless communications.

     

    
      
        
        

      

      
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      4.  Termination
        of Employment.

    

     

    Notwithstanding
      any other provision of this Agreement, Executive’s employment with the Company
      may be terminated upon written notice to the other party as
      follows:

     

    (a)  By
      the
      Company, in the event of the Executive’s death or Disability (as hereinafter
      defined) or for Cause (as hereinafter defined). For purposes of this Agreement,
      “Cause” shall mean either: (i) the indictment of, or the bringing of formal
      charges against Executive on charges involving criminal fraud or embezzlement;
      (ii) the conviction of Executive of a crime involving an act or acts of
      dishonesty, fraud or moral turpitude by the Executive, which act or acts
      constitute a felony; (iii) Executive negligently or knowingly having caused
      the
      Company to violate the Company’s Bylaws; (iv) Executive having committed acts or
      omissions constituting gross negligence or willful misconduct with respect
      to
      the Company, including with respect to any valid contract to which the Company
      is a party; (v) Executive having committed acts or omissions constituting a
      breach of Executive’s duty of loyalty or fiduciary duty to the Company or any
      material act of dishonesty or fraud with respect to the Company which are not
      cured or substantially cured to the satisfaction of the Board of Directors
      of
      the Company in a reasonable time, which time shall be at least 30 days from
      receipt of written notice from the Company of such material breach; (vi)
      Executive having committed acts or omissions constituting a material breach
      of
      this Agreement which are not cured or substantially cured to the satisfaction
      of
      the Board of Directors of the Company in a reasonable time, which time shall
      be
      at least 30 days from receipt of written notice from the Company setting forth
      with specificity the particulars of any such material breach as well as the
      corrective actions required. A determination that Cause exists as defined in
      clauses (iv), (v), or (vi) (as to this Agreement) of the preceding sentence
      shall be made by at least a majority of the members of the Board of
      Directors.
      For
      purposes of this Agreement, “Disability” shall mean the inability of Executive,
      in the reasonable judgment of a physician jointly appointed by the Executive
      and
      Board of Directors, to perform, even with reasonable accommodation, his duties
      of employment for the Company or any of its subsidiaries because of any physical
      or mental disability or incapacity, where such disability shall exist for an
      aggregate period of more than 120 days in any 365-day period or for any period
      of 90 consecutive days. The Company shall by written notice to the Executive
      specify the event relied upon for termination pursuant to this Section 4(a),
      and
      Executive’s employment hereunder shall be deemed terminated as of the date of
      such notice. In the event of any termination under this Subsection 4(a), the
      Company shall pay all amounts then due to the Executive under Section 2 (a)
      of
      this Agreement for any portion of the payroll period worked but for which
      payment had not yet been made up to the date of termination, and, if such
      termination was for Cause, the Company shall have no further obligations to
      Executive under this Agreement, and any and all options granted hereunder shall
      terminate according to their terms; provided, however, that in the event of
      a
      termination for Cause pursuant to clause (vi) above, the Company shall continue
      to pay to Executive the Base Salary (at a monthly rate equal to the rate in
      effect immediately prior to such termination) for nine (9) months from the
      date
      of termination, when, as and if such payments would have been made in the
      absence of Executive’s termination and any and all options granted hereunder
      shall terminate according to their terms. In the event of a termination due
      to
      Executive’s Disability or death, the Company shall comply with its obligations
      under Sections 2(f) and 2(g).

     

    
      
        
        

      

      
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    (b)  By
      the
      Company, in the absence of Cause, for any reason and in its sole and absolute
      discretion, provided that in such event the Company shall, as liquidated damages
      or severance pay, or both, continue to pay to Executive the Base Salary (at
      a
      monthly rate equal to the rate in effect immediately prior to such termination)
      for the longer of (x) the remaining Term or (y) twelve (12) months from the
      date
      of termination (the “Termination Payments”), when, as and if such payments would
      have been made in the absence of Executive’s termination. The Termination
      Payments shall be made regardless of Executive’s subsequent re-employment as
      long as any new employment is not in violation of Sections 5 or 6 of this
      Agreement.

     

    (c)  By
      the
      Executive for “Good Reason,” (as the Executive shall reasonably determine in
      good faith) which shall be deemed to exist: (i) if the Company’s Board of
      Directors or that of any successor entity of the Company fails to appoint or
      reappoint the Executive or removes the Executive from the title and/or office
      of
      Executive Vice Chairman of the Company or from any successor entity operating
      the Company; (ii) if the Company’s Board of Directors or that of any successor
      entity of the Company fails to appoint the Executive to serve on the Board
      of
      Directors within thirty (30) days of the Employment Date or fails to renominate
      the Executive to serve on the Board of Directors; (iii) if Executive is assigned
      any duties materially inconsistent with the duties or responsibilities of the
      Executive Vice Chairman of the Company as contemplated by this Agreement or
      any
      other action by the Company that results in a material diminution in such
      position, authority, duties, or responsibilities, excluding an isolated,
      insubstantial, and inadvertent action not taken in bad faith and which is
      remedied by the Company promptly after receipt of notice thereof given by
      Executive (but not excluding changes resulting from a sale of the Company,
      whether by merger, tender offer or otherwise) provided that Executive shall
      act
      within 30 days of becoming aware of any such diminution in the scope of his
      duties, responsibilities, authority or position; (iv) if the Company shall
      breach or shall have continued to fail to comply with any material provision
      of
      this Agreement after a 30-day period to cure (if such failure is curable)
      following written notice to the Company of such non-compliance; or (v) upon
      a
      change in control of the Company or within twelve (12) months of any such change
      in control (for these purposes the term “change in control” shall have the
      meaning set forth in Rule 405 of the Securities Act of 1933), or within twelve
      (12) months of a sale of substantially all of the assets of the Company or
      the
      merger out of existence of the Company. In the event of any termination for
      “Good Reason” under this Section 4(c), the Company shall, as liquidated damages
      or severance pay, or both, pay the Termination Payments, as defined in (b)
      of
      this Section 4, to Executive, when,
      as
      and if such payments would have been made in the absence of Executive’s
      termination.

     

    
      
        
        

      

      
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    (d)  During
      any period in which Executive is obligated not to compete with the Company
      pursuant to Section 5 hereof (unless Executive was terminated for Cause as
      defined herein), Executive and his family shall continue to be covered by the
      Company’s life, medical, health and death plans. Such coverage shall be at the
      Company’s expense to the same extent as if Executive were still employed by the
      Company. In the event of a termination pursuant to Sections 4(b) or 4(c), the
      Company shall provide to Executive the pro-rata share of his annual bonus,
      to
      the extent one is awarded by the Compensation Committee the consideration of
      which shall be taken in good faith, giving a full month’s credit for any partial
      month worked in that bonus year. Additionally, in the event of a termination
      pursuant to Sections 4(b) or 4(c), the Company shall provide to Executive,
      at
      the Company’s expense, outplacement services of a nature customarily provided to
      a senior executive. Notwithstanding the foregoing, the obligations of the
      Company pursuant to this Section 4(d) shall remain in effect no longer than
      the
      term of the Termination Payments.

     

    (e)  In
      the
      event that any amounts payable and/or any benefits provided to the Executive
      under the terms of this Agreement and/or under any other plan, agreement or
      arrangement by which he is to receive payments or benefits in the nature of
      compensation would constitute “excess parachute payments” as that term is
      defined for purposes of Section 280G of the Internal Revenue Code of 1986,
      as
      amended (“Code”) and Treasury Regulations promulgated pursuant thereto, then the
      amounts payable under the terms of this Agreement and/or under any other plan,
      agreement or arrangement shall be reduced so that no payments are deemed “excess
      parachute payments.” Any decisions regarding this requirement or implementation
      of reductions shall be made by tax counsel selected by the Company.

     

    (f)  If
      any
      payment to Executive under the terms of this Agreement is determined to
      constitute a payment of nonqualified deferred compensation for purposes of
      Section 409A of the Code, such payment shall be delayed until the date that
      is
      six months after the date of Executive’s separation from service with the
      Company, so as to comply with the special rule for certain “specified employees”
set forth in Code Section 409A(a)(2)(B)(i) unless it is determined that
      immediate distribution is permissible (and does not trigger any additional
      tax
      liability pursuant to Code Section 409A(a)(1)) pursuant to Code Section
      409A(a)(2)(A)(v) by reason of being payable in connection with a change in
      the
      ownership or effective control of the Company or in the ownership of a
      substantial portion of the assets of the Company.

     

    (g)  The
      Executive agrees that as of or following the termination of the Executive’s
      employment for any reason or for no reason, he shall immediately resign as
      a
      member of the Company’s Board of Directors if so requested by the
      Company.

     

    
      5.  Non-Competition.

    

     

    During
      the period of Executive’s employment hereunder and during the period, if any,
      during which payments are required to be made to the Executive by the Company
      pursuant to Sections 4(b) or 4(c), the Executive shall not, within any state
      or
      foreign jurisdiction in which the Company or any subsidiary of the Company
      is
      then providing services or products or marketing its services or products (or
      engaged in active discussions to provide such services), or within a fifty
      (50)
      mile radius of any such state or foreign jurisdiction, directly or indirectly
      own any interest in, manage, control, participate in, consult with, render
      services for, or in any manner engage in any business engaged in by the Company
      (unless the Board of Directors shall have authorized such activity and the
      Company shall have consented thereto in writing). Investments in less than
      five
      percent of the outstanding securities of any class of a corporation subject
      to
      the reporting requirements of Section 13 or Section 15(d) of the Securities
      Exchange Act of 1934, as amended, shall not be prohibited by this Section 5.
      At
      the option of Executive, Executive’s obligations under this Section 5 arising
      after the termination of Executive shall be suspended during any period in
      which
      the Company fails to pay to him Termination Payments required to be paid to
      him
      pursuant to this Agreement. The provisions of this Section 5 are subject to
      the
      provisions of Section 14 of this Agreement.

     

    
      
        
        

      

      
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      6.  Inventions
        and Confidential Information.

    

     

    The
      parties hereto recognize that a major need of the Company is to preserve its
      specialized knowledge, trade secrets, and confidential information. The strength
      and good will of the Company is derived from the specialized knowledge, trade
      secrets, and confidential information generated from experience with the
      activities undertaken by the Company and its subsidiaries. The disclosure of
      this information and knowledge to competitors would be beneficial to them and
      detrimental to the Company, as would the disclosure of information about the
      marketing practices, pricing practices, costs, profit margins, design
      specifications, analytical techniques, and similar items of the Company and
      its
      subsidiaries. The Executive acknowledges that the proprietary information,
      observations and data obtained by him while employed by the Company concerning
      the business or affairs of the Company are the property of the Company. By
      reason of his being a senior executive of the Company, the Executive has or
      will
      have access to, and has obtained or will obtain, specialized knowledge, trade
      secrets and confidential information about the Company’s operations and the
      operations of its subsidiaries, which operations extend throughout the United
      States. For purposes of this Section 6, “Company” shall mean the Company and
      each of its controlled subsidiaries. Therefore, subject to the provisions of
      Section 14 hereof, the Executive hereby agrees as follows, recognizing that
      the
      Company is relying on these agreements in entering into this
      Agreement:

     

    (i)  During
      the period of Executive’s employment with the Company and thereafter, the
      Executive will not use, disclose to others, or publish or otherwise make
      available to any other party any inventions or any confidential business
      information about the affairs of the Company, including but not limited to
      confidential information concerning the Company’s products. “Confidential
      Information” shall include commercial or trade secrets about Company’s products,
      methods, engineering designs and standards, analytical techniques, technical
      information, customer information, employee information, or financial and
      business records, any of which contains proprietary information created or
      acquired by the Company and which information is held in confidence by Company.
      Confidential Information does not include information which: (i) becomes
      generally available to the public, unless said Confidential Information was
      disclosed in violation of a confidentiality agreement; or (ii) becomes available
      to Executive on a non-confidential basis from a source other than the Company
      or
      its agents, provided that such source is not bound by a confidentiality
      agreement with the Company.

     

    (ii)  During
      the period of Executive’s employment with the Company and for twelve (12) months
      thereafter, (a) the Executive will not directly or indirectly through another
      entity induce any employee of the Company to leave the Company’s employ (unless
      the Board of Directors shall have authorized such employment and the Company
      shall have consented thereto in writing) or in any way interfere with the
      relationship between the Company and any employee thereof or (b) tortiously
      interfere with the Company’s business relationship with any customer, supplier,
      licensee, licensor or other business relation of the Company.

     

    
      
        
        

      

      
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      7.  Indemnification.

    

     

    The
      Company will indemnify (and advance the costs of defense of) and hold harmless
      the Executive (and his legal representatives) to the fullest extent permitted
      by
      the laws of the state in which the Company is incorporated, as in effect at
      the
      time of the subject act or omission, or by the Certificate of Incorporation
      and
      Bylaws of the Company, as in effect at such time or on the date of this
      Agreement, whichever affords greater protection to the Executive, and the
      Executive shall be entitled to the protection of any insurance policies the
      Company may elect to maintain generally for the benefit of its executive
      officers, against all judgments, damages, liabilities, costs, charges and
      expenses whatsoever incurred or sustained by him or his legal representative
      in
      connection with any action, suit or proceeding to which he (or his legal
      representatives or other successors) may be made a party by reason of his being
      or having been an officer of the Company or any of its subsidiaries except
      that
      the Company shall have no obligation to indemnify Executive for liabilities
      resulting from conduct of the Executive with respect to which a court of
      competent jurisdiction has made a final determination that Executive committed
      gross negligence or willful misconduct.

     

    
      8.  Litigation
        Expenses.

    

     

    In
      the
      event of any litigation or other proceeding between the Company and the
      Executive with respect to the subject matter of this Agreement and the
      enforcement of the rights hereunder, the losing party shall reimburse the
      prevailing party for all of his/its reasonable costs and expenses relating
      to
      such litigation or other proceeding, including, without limitation, his/its
      reasonable attorneys’ fees and expenses.

     

    
      9.  Consolidation;
        Merger; Sale of Assets; Change of Control.

    

     

    Nothing
      in this Agreement shall preclude the Company from combining, consolidating
      or
      merging with or into, transferring all or substantially all of its assets to,
      or
      entering into a partnership or joint venture with, another corporation or other
      entity, or effecting any other kind of corporate combination provided that
      the
      corporation resulting from or surviving such combination, consolidation or
      merger, or to which such assets are transferred, or such partnership or joint
      venture assumes this Agreement and all obligations and undertakings of the
      Company hereunder. Upon such a consolidation, merger, transfer of assets or
      formation of such partnership or joint venture, this Agreement shall inure
      to
      the benefit of, be assumed by, and be binding upon such resulting or surviving
      transferee corporation or such partnership or joint venture, and the term
“Company,” as used in this Agreement, shall mean such corporation, partnership
      or joint venture or other entity, and this Agreement shall continue in full
      force and effect and shall entitle the Executive and his heirs, beneficiaries
      and representatives to exactly the same compensation, benefits, perquisites,
      payments and other rights as would have been their entitlement had such
      combination, consolidation, merger, transfer of assets or formation of such
      partnership or joint venture not occurred.

     

    
      
        
        

      

      
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      10.  Survival
        of Obligations.

    

     

    Sections
      4, 5, 6, 7, 8, 9, 11, 12 and 14 shall survive the termination for any reason
      of
      this Agreement (whether such termination is by the Company, by the Executive,
      upon the expiration of this Agreement or otherwise).

     

    
      11.  Executive’s
        Representations.

    

     

    The
      Executive hereby represents and warrants to the Company that to the best of
      his
      knowledge: (i) the execution, delivery and performance of this Agreement by
      the
      Executive do not and shall not conflict with, breach, violate or cause a default
      under any contract, agreement, instrument, order, judgment or decree to which
      the Executive is a party or by which he is bound, (ii) the Executive is not
      a
      party to or bound by any employment agreement, non-compete agreement or
      confidentiality agreement with any other person or entity and (iii) upon the
      execution and delivery of this Agreement by the Company, this Agreement shall
      be
      the valid and binding obligation of the Executive, enforceable in accordance
      with its terms. The Executive hereby acknowledges and represents that he has
      consulted with legal counsel regarding his rights and obligations under this
      Agreement and that he fully understands the terms and conditions contained
      herein.

     

    
      12.  Company’s
        Representations.

    

     

    The
      Company hereby represents and warrants to the Executive that (i) the execution,
      delivery and performance of this Agreement by the Company do not and shall
      not
      conflict with, breach, violate or cause a default under any contract, agreement,
      instrument, order, judgment or decree to which the Company is a party or by
      which it is bound; (ii) upon the execution and delivery of this Agreement by
      the
      Executive, this Agreement shall be the valid and binding obligation of the
      Company, enforceable in accordance with its terms; and (iii) the Company’s
      representations made by the Board of Directors and members of senior management
      to the Executive prior to the execution of this Agreement regarding the science,
      business or fiscal propriety of the Company are accurate in all material
      respects.

     

    
      13.  Enforcement.

    

     

    Because
      the Executive’s services are unique and because the Executive has access to
      confidential information concerning the Company, the parties hereto agree that
      money damages would not be an adequate remedy for any breach of this Agreement.
      Therefore, in the event of a breach of this Agreement, the Company may, in
      addition to other rights and remedies existing in its favor, apply to any court
      of competent jurisdiction for specific performance and/or injunctive or other
      relief in order to enforce, or prevent any violations of, the provisions hereof
      (without posting a bond or other security).

     

    
      14.  Severability.

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    In
      case
      any one or more of the provisions or part of a provision contained in this
      Agreement shall for any reason be held to be invalid, illegal or unenforceable
      in any respect in any jurisdiction, such invalidity, illegality or
      unenforceability shall be deemed not to affect any other provision or part
      of a
      provision of this Agreement, nor shall such invalidity, illegality or
      unenforceability affect the validity, legality or enforceability of this
      Agreement or any provision or provisions hereof in any other jurisdiction;
      and
      this Agreement shall be reformed and construed in such jurisdiction as if such
      provision or part of a provision held to be invalid or illegal or unenforceable
      had never been contained herein and such provision or part reformed so that
      it
      would be valid, legal and enforceable in such jurisdiction to the maximum extent
      possible. In furtherance and not in limitation of the foregoing, the Company
      and
      the Executive each intend that the covenants contained in Sections 5 and 6
      shall
      be deemed to be a series of separate covenants, one for each and every state
      of
      the United States and any foreign country set forth therein. If, in any judicial
      proceeding, a court shall refuse to enforce any of such separate covenants,
      then
      such unenforceable covenants shall be deemed eliminated from the provisions
      hereof for the purpose of such proceedings to the extent necessary to permit
      the
      remaining separate covenants to be enforced in such proceedings. If, in any
      judicial proceeding, a court shall refuse to enforce any one or more of such
      separate covenants because the total time, scope or area thereof is deemed
      to be
      excessive or unreasonable, then it is the intent of the parties hereto that
      such
      covenants, which would otherwise be unenforceable due to such excessive or
      unreasonable period of time, scope or area, be enforced for such lesser period
      of time, scope or area as shall be deemed reasonable and not excessive by such
      court.

     

    
      15.  Entire
        Agreement: Amendment.

    

     

    This
      Agreement sets forth the entire agreement and understanding of the parties
      hereto with respect to the matters covered hereby and supersedes any prior
      agreement or understanding. This Agreement may not be amended, waived, changed,
      modified or discharged except by an instrument in writing executed by or on
      behalf of the party against whom enforcement of any amendment, waiver, change,
      modification or discharge is sought. No course of conduct or dealing shall
      be
      construed to modify, amend or otherwise affect any of the provisions
      hereof.

     

    
      16.  Notices.

    

     

    All
      notices, requests, demands and other communications hereunder shall be in
      writing and shall be deemed to have been duly given: if physically delivered,
      upon delivery; if delivered by express mail or other expedited service, upon
      delivery; or if mailed, postage prepaid, via certified mail, return receipt
      requested, upon receipt; addressed as follows:

     

    

      
        	
                (a)

              	
                To
                  the Company:

              	
                (b)

              	
                To
                  the Executive:

              
	 	 	 	 
	 	
                InovaChem

                c/o
                  Polymed

              	 	
                Henry
                  Toh

                c/o
                  Polymed

              
	 	 	 	 
	 	
                3040
                  Post Oak Blvd. #1110

                Houston,
                  TX 77056

              	 	
                3040
                  Post Oak Blvd. #1110

                Houston,
                  TX 77056

              


      

    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    and
      / or
      to such other persons and addresses as any party shall have specified in writing
      to the other pursuant to this provision.

     

    
      17.  Assignability.

    

     

    This
      Agreement shall not be assignable by either party and shall be binding upon,
      and
      shall inure to the benefit of, the heirs, executors, administrators, legal
      representatives, successors and assigns of the parties. In the event that all
      or
      substantially all of the business of the Company is sold or transferred, then
      this Agreement shall be binding on the transferee of the business of the Company
      whether or not this Agreement is expressly assigned to the
      transferee.

     

    
      18.  Governing
        Law.
        

    

     

    This
      Agreement shall be governed by and construed under the laws of the State of
      Texas.

     

    
      19.  Waiver
        and Further Agreement.

    

     

    Any
      waiver of any breach of any terms or conditions of this Agreement shall not
      operate as a waiver of any other breach of such terms or conditions or any
      other
      term or condition, nor shall any failure to enforce any provision hereof operate
      as a waiver of such provision or of any other provision hereof. Each of the
      parties hereto agrees to execute all such further instruments and documents
      and
      to take all such further action as the other party may reasonably require in
      order to effectuate the terms and purposes of this Agreement.

     

    
      20.  Headings
        of No Effect.

    

     

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

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	COMPANY: 
	 	 	 
	 	INOVACHEM,
              INC.
	 
 	 
 	 
 
	 	By:  	/s/ William
              Zuo
	 	
              
William
              Zuo, Chairman & Chief Executive
              Officer


    

    
      	 	 	 
	 	EXECUTIVE:
	 
 	 
 	 
 
	 	By:  	/s/ Henry
              Toh 
	 	
              
Henry
              Toh


    

     

    
      
        
        

      

      
        12