2008
      AMENDED EMPLOYMENT AGREEMENT AND PLAN

     

    THIS
      2008
      AMENDED EMPLOYMENT AGREEMENT AND PLAN (“Agreement”) made and entered into
      effective as of July 1, 2008 by and between Solomon Technologies, Inc. (the
      “Company”), a Delaware corporation located at 14 Commerce Drive, Danbury , CT
      06810, and Michael A. D’Amelio (the “Employee”).

     

    WITNESSETH
      THAT:

     

    WHEREAS,
      the Company desires to continue to employ Employee for the period and upon
      and
      subject to the terms herein provided and desires to be assured that Employee
      will not compete with the Company for the period and within the areas
      hereinafter specified; and

     

    WHEREAS,
      Employee is willing to agree to be employed by the Company upon and subject
      to
      the terms herein provided and is willing to agree not to compete with the
      Company on the terms set forth hereinafter; and 

     

    WHEREAS,
      the Compensation Committee of the Company’s Board of Directors has reviewed the
      2008 Employment Agreement and Plan for Employee and has unanimously recommended
      changes to this Plan as being in the best interests of the Company.

     

    NOW,
      THEREFORE, in consideration of the premises, the parties hereto covenant and
      agree as follows:

     

    1.       Term
      of Employment; Compensation.
      The
      Company agrees to employ Employee effective July 1, 2008 until June 30, 2011,
      subject to Section
      6
      below,
      in a senior managerial capacity. The Company will pay Employee for his services
      during the term of the Employee’s employment hereunder and for prior services
      for which payment has been accrued as provided in Exhibit
      A
      hereto.
      Capitalized terms not defined herein shall have the meanings ascribed to them
      in
Exhibit
      A. 

     

    2.       Office
      and Duties.
      Employee shall have the usual duties of senior managerial personnel and shall
      have responsibility, subject to the oversight of the Board of Directors of
      the
      Company, for participating in the management and direction of the Company’s
      business and operations and shall perform such specific other tasks, consistent
      with the Employee’s position as a senior manager, as may from time to time be
      assigned to the Employee by the Board of Directors. Employee shall devote such
      business time, labor, skill, attention and best ability to the performance
      of
      his duties hereunder in a manner which will faithfully and diligently further
      the business and interests of the Company. Employee may pursue other business
      opportunities, and nothing herein shall be construed as requiring Employee
      to
      devote full time to the Company’s business. 

     

    3.       Expenses.
      Employee shall be entitled to reimbursement for expenses incurred by him in
      connection with the performance of his duties hereunder upon receipt of vouchers
      therefore in accordance with such procedures as the Company has heretofore
      or
      may hereafter establish.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.     
        Services
      as a Director.
      Employee shall receive no additional compensation for services provided by
      him
      as a member of the Company’s Board of Directors. 

     

    5.      
       Additional
      Benefits.
      Nothing
      herein contained shall preclude Employee, to the extent he is otherwise
      eligible, from participation in all group insurance programs or other fringe
      benefit plans which the Company may hereafter in its sole and absolute
      discretion make available generally to its employees, but the Company shall
      not
      be required to establish or maintain any such program or plan.

     

    6.       
      Termination
      of Employment.
      

     

    (a)      
      Notwithstanding
      any other provision of this Agreement, Employee’s employment shall be “at will”
and may be terminated:

     

    (i) By
      the
      Company for Cause as defined below, in which event the Company shall not be
      required to pay the to pay the remainder of the Employee’s Salary specified in
      Section 1 of Exhibit
      A
      for the
      remaining term of the Agreement set forth in Section 1, but the Company shall
      remain obligated to pay the Fixed Fee set forth in Section 2 of Exhibit
      A.

     

    (ii) By
      the
      Company upon thirty (30) days’ notice to Employee if he should be prevented by
      illness, accident or other disability (mental or physical) from discharging
      his
      duties hereunder for three (3) consecutive months or more, provided
      that
      the
      Company’s obligation to pay the Salary and the Fixed Fee set forth in Sections 2
      and 3 of Exhibit
      A
      shall
      not be affected. 

     

    (iii) In
      the
      event of Employee’s death during the term of his employment, the Company’s
      obligation to pay the Salary and the Fixed Fee set forth in Sections 2 and
      3 of
Exhibit
      A
      shall
      not be affected. 

     

    (iv) By
      the
      Company without Cause upon written notice, in which event all compensation
      payable by the Company as provided in Exhibit
      A
      shall
      remain due and payable to Employee at such times as set forth in Exhibit
      A
      as
      though his employment had not been terminated thereby.

     

    (v) By
      Employee for Good Reason as defined below provided that written notice to the
      Company is delivered by the Employee prior to such termination and the
      termination date is no later than six months following
      the initial existence of the first to occur of the events in Section (vi)(b)(i),
      (ii) or (iii) below, in which event all compensation payable by the Company
      as
      provided in Exhibit
      A
      shall
      remain due and payable to Employee at such times as set forth in Exhibit
      A
      as
      though his employment had not been terminated thereby. The parties intend that
      Good Reason under this Agreement shall be treated as an involuntary separation
      of service within the meaning of IRS Regulation Section 1.409A-1(n)(1) and
      (2).
      Accordingly the definition of Good Reason set forth in (b) below is intended
      to
      satisfy the safe harbor definition for when a termination of employment for
      Good
      Reason will be treated as an involuntary separation of service as set froth
      in
      IRS Regulation Section 1.409A-1(n)(2)(ii).


    
      
        
        

      

      
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    (vi) By
      Employee without Good Reason as defined in (b) below, in which event the Company
      shall not be required to pay the remainder of the Employee’s Salary specified in
      Section 1 of Exhibit
      A
      for the
      remaining term of the Agreement set forth in Section 1, but the Company shall
      remain obligated to pay the Fixed Fee set forth in Section 2 of Exhibit
      A.

     

    (b)       Definitions.

     

    (i) “Good
      Reason” shall mean the occurrence without the Employee’s express written consent
      of any of the following which, after receipt of notice thereof given by Employee
      no later than 90 days of the initial existence of the adverse action taken
      by
      the Company, still remains uncured by the Company after a reasonable period
      to
      cure by the Company not to exceed (30) days:

     

    (A) a
      diminution in Employee's Salary;

     

    (B) any
      action by the Company resulting in a material diminution in Employee's
      authority, duties or responsibilities including, but not limited to, removal
      from the Company’s Board of Directors, and; or

     

    (C) the
      relocation of Employee's principal place of business to a facility or a location
      more than sixty miles from Employee's then present principal place of
      business.

     

    (ii) “Cause”
      shall include, without limitation, the occurrence of any of the following by
      the
      Employee and (other than in the case of a termination under subparagraph (E)
      below) the failure of Employee to cure the same within a reasonable period
      of
      time after written notice and an opportunity to meet with the Board of
      Directors:

     

    (A) Gross
      negligence or malfeasance by Employee to perform the duties of Employee's
      position;

     

    (B) Persistent
      failure of Employee to obey orders given by the Board of Directors of the
      Company;

     

    (C) Misconduct
      in connection with the performance of any of Employee's duties, including,
      without limitation, misappropriation of funds or property of the Company,
      embezzlement, securing or attempting to secure personally any profit in
      connection with any transaction entered into on behalf of the Company,
      misrepresentation to the Company, or any violation of law or regulations on
      Company premises or to which the Company is subject;

     

    (D) Commission
      by Employee of an act involving moral turpitude, dishonesty or
      theft;;

     

    (E) Conviction
      of or guilty plea of any act of fraud or a felony; or

     

    (F) Incapacity
      on the job by reason of the use or abuse of alcohol or drugs.


    
      
        
        

      

      
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    7.      
        Stock
      Options.
      As an
      inducement to Employee to continue his employment with the Company in spite
      of
      deferred prior compensation in substantial amounts, Employee shall be granted
      an
      option to purchase shares of the common stock of the Company (“Shares”) as
      provided in Section 4 of Exhibit
      A.

     

    8.       
       Notices.
      All
      notices and other communications under this Agreement shall be in writing and
      may be given by any of the following methods: (a) personal delivery; (b)
      facsimile transmission; (c) registered or certified mail, postage prepaid,
      return receipt requested; or (d) reputable overnight delivery service. Notices
      shall be sent to the appropriate party at its address or facsimile number given
      below (or at such other address or facsimile number as specified by notice
      given
      under this Section
      8):

     

    if
      to the
      Company:

     

    Solomon
      Technologies, Inc.

    Attention:
      President

    14
      Commerce Drive

    Danbury,
      CT 06810

    


    if
      to
      Employee, to the address as set forth on the signature page.

     

    All
      such
      notices and communications shall be deemed received upon (a) actual receipt
      by
      the addressee, (b) actual delivery to the appropriate address or (c) in the
      case
      of a facsimile transmission, upon transmission by the sender and issuance by
      the
      transmitting machine of a confirmation slip confirming that the number of pages
      constituting the notice have been transmitted without error. In the case of
      notices sent by facsimile transmission, the sender shall contemporaneously
      mail
      a copy of the notice to the addressee at the address provided above; however,
      that mailing shall not alter the time at which the facsimile notice is deemed
      received.

     

    9.        
      Assignability.
      In the
      event that the Company shall be merged with, or consolidated into, any other
      entity, or in the event that it shall sell and transfer substantially all of
      its
      assets to another entity, the terms of this Agreement shall inure to the benefit
      of, and be assumed by, the entity resulting from such merger or consolidation,
      or to which the Company’s assets shall be sold and transferred. This Agreement
      shall not be assignable by Employee, but it shall be binding upon, and to the
      extent provided in Section 6 shall inure to the benefit of, his heirs,
      executors, administrators and legal representatives.

     

    10.       Entire
      Agreement.
      This
      Agreement (which for all purposes shall include Exhibit
      A
      hereto)
      contains the entire agreement between the Company and Employee with respect
      to
      the subject matter thereof and supersedes any other previous oral or written
      agreement relating to the subject matter hereof, and there has been no oral
      or
      other agreement of any kind whatsoever as a condition precedent or inducement
      to
      the signing of this Agreement or otherwise concerning this Agreement or the
      subject matter hereof.

     

    11.       Expenses.
      Each
      party shall pay its own expenses incident to the performance or enforcement
      of
      this Agreement, including all fees and expenses of its counsel for all
      activities of such counsel undertaken pursuant to this Agreement, except as
      otherwise herein specifically provided.


    
      
        
        

      

      
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    12.       Waivers
      and Further Agreements.
      Any
      waiver 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; provided,
      however,
      that no
      such written waiver, unless it, by its own terms, explicitly provides to the
      contrary, shall be construed to effect a continuing waiver of the provision
      being waived and no such waiver in any instance shall constitute a waiver in
      any
      other instance or for any other purpose or impair the right of the party against
      whom such waiver is claimed in all other instances or for all other purposes
      to
      require full compliance with such provision. 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.

     

    13.       Amendments.
      This
      Agreement may not be amended, nor shall any waiver, change, modification,
      consent or discharge be effected except by an instrument in writing executed
      by
      or on behalf of the party against whom enforcement of any waiver, change,
      modification, consent or discharge is sought.

     

    14.       Severability.
      If any
      provision of this Agreement shall be held or deemed to be, or shall in fact
      be,
      invalid, inoperative or unenforceable as applied to any particular case in
      any
      jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because
      of the conflicting of any provision with any constitution or statute or rule
      of
      public policy or for any other reason, such circumstance shall not have the
      effect of rendering the provision or provisions in question, invalid,
      inoperative or unenforceable in any other jurisdiction or in any other case
      or
      circumstance or of rendering any other provision or provisions herein contained
      invalid, inoperative or unenforceable to the extent that such other provisions
      are not themselves actually in conflict with such constitution, statute or
      rule
      of public policy, but this Agreement shall be reformed and construed in any
      such
      jurisdiction or case as if such invalid, inoperative or unenforceable provision
      had never been contained herein and such provision reformed so that it would
      be
      valid, operative and enforceable to the maximum extent permitted in such
      jurisdiction or in such case.

     

    15.       Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument, and in pleading or proving any provision of this Agreement, it
      shall
      not be necessary to produce more than one of such counterparts.

     

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

     

    17.       Gender.
      Whenever used herein, the singular number shall include the plural, the plural
      shall include the singular, and the use of any gender shall include all
      genders.

     

    18.       Governing
      Law.
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      law (other than the law governing conflict of law questions) of the State of
      Connecticut.


    
      
        
        

      

      
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    19.       Compliance
      with Internal Revenue Code Section 409A. 

    


    (a)       To
      the
      extent any amount provided under this Agreement is or will be subject to the
      requirements of Section 409A of the Internal Revenue Code (“Code”), then that
      amount shall be paid or otherwise provided in a manner that complies in form
      and
      in operation with the requirements of Section 409A of the Code. The provisions
      of this Agreement are intended to comply with all of the applicable requirements
      for a nonqualified deferred compensation plan set forth in Section 409A of
      the
      Code, such that any payment to the Employee is not subject to gross income
      inclusion, interest penalties and additional tax under Code Section 409A(a).
      In
      particular, it is intended that this Agreement comply with Code Section 409A
      in
      good faith in accordance with IRS Notice 2005-1, and effective January 1, 2008
      (or such later date announced by the IRS), in accordance with the final
      regulations under Code Section 409A issued by the Department of the Treasury
      on
      April 10, 2007 (and any subsequent IRS notices or guidance under Code Section
      409A), and this Agreement will be interpreted,
      administered and operated accordingly. In the event that any provision of this
      Agreement is inconsistent with Code Section 409A, the regulations or such other
      guidance, then the applicable provisions of Code Section 409A, the regulations
      or the guidance shall supersede such provision, and such provision shall be
      deemed not to be part of this Agreement and shall not apply hereunder. Nothing
      herein shall be construed as an entitlement to or guarantee of any particular
      tax treatment to the
      Employee.

    


    (b)       The
      payment of the Salary specified in Section 1of Exhibit
      A
      is for
      the services the Employee performs during the term of his employment specified
      in Section 1 of the Agreement, and is only due and owing while he remains
      employed by the Company, or in the event of involuntary separation from service,
      as defined in IRS Regulation 1.409A-1(n), death or disability under Section
      6
      hereof. Accordingly, the compensation represented by his Salary does not
      constitute a deferral of compensation within the meaning of IRS Regulation
      1.409A-1(b)(1), and therefore will not be considered a plan that provides for
      the deferral of compensation that is subject to Section 409A of the Code, except
      to the extent it exceeds the limits of IRS Regulation
      1.409A-1(b)(9)(iii).

     

    (e)       The
      Fixed
      Fee specified in Section 2 of Exhibit
      A
      (which
      for this purpose shall include the Gross-up as defined in Section 3 of
Exhibit
      A)
      constitutes deferred compensation payable from a non-qualified deferred
      compensation plan within the meaning of Sections 409A(d)(1) and (3) of the
      Internal Revenue Code, and accordingly, the payment of the Fixed Fee shall
      comply in form and in operation with the applicable requirements of Section
      409A
      of the Code. Accordingly, the following rules shall apply to the payment of
      the
      Fixed Fee to the Employee:

    


    (i)       The
      Fixed
      Fee is to be paid in twelve equal monthly installments, with the first payment
      date on November 1, 2008, and continuing for each of the eleven months
      thereafter. The Agreement hereby complies with IRS Regulation 1.409A-2(b) by
      designating the time and form of payment of the Fixed Fee in Section 2 of
Exhibit
      A
      of this
      Agreement. Accordingly, this payment schedule reflects a non-elective schedule,
      and as such no separate deferral election from the Employee is required under
      this Agreement.


    
      
        
        

      

      
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    (ii)       In
      no
      event shall the Fixed Fee be paid to the Employee earlier
      than the
      payment date set forth in (i) above in accordance with Section 409A(a)(2)(A)(iv)
      of the Code.

    


    (iii)     This
      Agreement shall not
      permit
      the acceleration of the time or schedule of any payment of the Fixed Fee under
      this Agreement, except as otherwise provided by regulations or the guidance
      issued by the Secretary of Treasury, in accordance with Section 409A(a)(3)
      of
      the Code.

    


    (iv)       In
      the
      event assets of the Company are set aside in a trust or other funding
      arrangement for purposes of paying the Employee the Fixed Fee, such assets
      (or
      such trust or other funding arrangement) shall at no time be located outside
      the
      United States, nor shall such assets that are set aside in a trust or other
      funding arrangement at any time become restricted to the payment of Employee’s
      Fixed Fee where such restriction was in connection with a change in the
      Employer’s financial health, within the meaning of Section 409A(b)(1) or (2) of
      the Code.

    


    (f)       Notwithstanding
      anything in this Agreement to the contrary, if upon the Employee's date of
      termination, the Employee is a "specified employee" as defined in Section 409A
      and the deferral of the commencement of any payments or benefits otherwise
      payable hereunder as a result of such separation from service is necessary
      in
      order to avoid the imposition on the Employee of any tax or penalty, including
      interest, under Section 409A of the Code, then the Company will defer the
      commencement of any such payments or benefits hereunder until the date that
      is
      six (6) months following the Employee's separation from service with the Company
      (or the earliest date as is permitted under Section 409A) and the Company will
      make all applicable payments that have accrued during such six (6) month period
      in a lump sum to the Employee following the expiration of such period.


     

    IN
      WITNESS WHEREOF, the parties have executed or caused to be executed this
      Agreement on August 15, 2008.

     

    
      	
              SOLOMON
                TECHNOLOGIES, INC.

            
	 	 
	
              By:
                

            	
              /s/
                Peter W. DeVecchis, Jr.

            
	 	
              Peter
                W. DeVecchis, Jr.

            
	 	
              President

            
	 
	
              EMPLOYEE

            
	 
	
              /s/
                Michael A. D’Amelio

            
	
              Michael
                A. D’Amelio

            
	
              Address

            
	
              c/o
                JMC Venture Partners

            
	
              2
                Oliver Street, 2nd
                Floor

            
	
              Boston,
                MA 02109

            


    


    
      
        
        

      

      
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    Exhibit
      A

    


    This
      Exhibit
      A
      constitutes an integral part of the 2008 Amended Employment Agreement and Plan
      (“Agreement”) between Solomon Technologies, Inc. (“Solomon”) and Michael A.
      D’Amelio (“Employee) dated August 15, 2008 and effective as of July 1,
      2008.

    


    Commencing
      as provided herein, the Company will pay compensation to Employee during the
      term of the Agreement or as otherwise set forth herein:

    


    1.       Salary.
      For each
      payroll period of the Company that the Employee remains employed by the Company
      on or after July 1, 2008, the Company shall pay Employee for his services during
      the term of this Agreement a Salary at an annual rate of (i) $250,000 in cash,
      payable in arrears in equal installments in accordance with standard Company
      practice subject only to such payroll and withholding deductions as are required
      by law, or (ii) $400,000, if paid in Shares. The determination of whether the
      Company will pay Employee in cash or in Shares, or any combination thereof,
      shall be made by the Company in advance of each payroll period and shall apply
      to all subsequent payroll periods unless affirmatively changed by the Company
      and upon notice to Employee. 

    


    The
      Shares shall be registered on Form S-8 or equivalent, provided
      that
      if as of
      a Salary payment date, the Company is prohibited from filing a Form S-8 or
      its
      equivalent due to a third party loan covenant or agreement the Company has
      with
      such third party lender in effect as of such Salary payment date
      (“Prohibition”), then the Shares otherwise due to Employee on such Salary
      payment date shall not be paid to him on such date and instead will be paid
      to
      him in the aggregate in a lump sum payment of Shares on the date the Company
      is
      able to file a Form S-8 or its equivalent that will allow for such payments
      to
      him, and provided
      further
      that
      Employee may elect to receive restricted Shares in lieu of S-8 Shares on a
      one-for-one basis at any time and from time to time. All Shares shall be issued
      at a value equal to their closing price on each Valuation Date (but not less
      than $0.03 per share), provided
      that
      upon any
      deferral of the issuance of S-8 shares resulting from a Prohibition in which
      the
      Employee does not elect to receive restricted Shares, the number of Shares
      to be
      issued and paid to the Employee shall be determined by reference to the
      Valuation Date that would have applied had the Prohibition not existed. The
      Valuation Date shall be the last day in which Shares traded preceding the
      current Salary payment date.

    


    2.       Additional
      Fixed Payment Owed.
      In
      addition to the payment of the Salary as provided in this Exhibit
      A,
      and in
      settlement of the Employee’s rights and the Company’s obligations with respect
      to certain outstanding market-capitalization related compensation, the payment
      of such outstanding market-capitalization related compensation the Company
      and
      Employee intended would qualify as a short-term deferral plan under IRS
      Regulation Section 1.409A-1(b)(4), and whether or not the Employee remains
      employed by the Company during all or any portion of the term of this Agreement
      set forth in Section 1 of the Agreement, the Company shall pay Employee
      compensation in the amount of $72,916 per month for 12 months (the “Fixed Fee”)
      with the first monthly payment beginning on the first Salary payment date after
      December 1, 2008 (the “Fixed Payment Date”). The Fixed Fee shall be paid on each
      Fixed Payment Date in Shares registered on Form S-8 or equivalent at a value
      equal to their closing price on the Valuation Date (but not less than $0.03
      per
      share), provided
      that
      if as of
      a Fixed Payment Date, there is a Prohibition, then the Shares otherwise due
      the
      Employee on such Fixed Payment Date will not be paid to him on such date and
      instead will be paid to him in the aggregate in a lump sum payment of Shares
      on
      the date the Company is able to file a Form S-8 or its equivalent that will
      allow for such payments to him, and provided
      further
      that
      Employee may elect to receive restricted Shares in lieu of S-8 Shares on a
      one-for-one basis at any time and from time to time. All Shares shall be issued
      at a value equal to their closing price on each Valuation Date (but not less
      than $0.03 per share), provided
      that
      upon any
      deferral of the issuance of S-8 shares resulting from a Prohibition in which
      the
      Employee does not elect to receive restricted Shares, the number of Shares
      to be
      issued and paid to the Employee shall be determined by reference to the
      Valuation Date that would have applied had the Prohibition not existed. The
      Valuation Date shall be the last day in which Shares traded preceding the
      current Salary payment date.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3.       Gross-up
      of Payments to Employee in Shares.
      In
      recognition of the fact that Shares issued to Employee hereunder (regardless
      of
      whether registered on Form S-8) are likely to be illiquid, the Company shall
      pay
      to Employee an amount in cash equal to thirty-five percent (35%) of the amount
      of compensation paid in Shares pursuant to Section 1 and 2 of this Exhibit
      A
      (whether
      registered on Form S-8 or restricted and including compensation paid after
      January 1, 2008 and before the date hereof)) as a “gross-up” related to federal
      and state taxes that Employee may owe with respect to such compensation
      (“Gross-up”). The Gross-up shall be paid to Employee at the same time as the
      Shares are issued. Notwithstanding anything to the contrary in Sections 1 and
      2
      of this Exhibit
      A,
      if in
      any or more months the Company, in the sole determination of its President
      concurred in by its Chief Financial Officer, is unable to pay the Gross-up,
      the
      Company may, subject to the application of Section 409(a) of the Code, elect
      to
      defer such monthly payment or payments by one month for each month
      deferred.

    


    4.       Stock
      Options.
      The
      Company shall grant to Employee a fully vested, non-cancelable, “non-qualified”
option (“Option”) to purchase ten million (10,000,000) Shares substantially in
      accordance with a Stock Option Agreement, the form of which is attached hereto.
      The principal terms of the Option are an exercise price of $0.03 per Share,
      the
      right to pay the exercise price on a “cashless” basis, an expiration date of
      June 30, 2013, and the right to register the underlying Shares on a piggyback
      basis. 

    


    5.       Accrued
      Compensation.
      In
      addition to other compensation payable pursuant to this Agreement and
Exhibit
      A,
      the
      Company shall pay to Employee in cash an amount equal to $2,500 per Salary
      payment date against total accrued compensation owed to Employee in the amount
      of $47,926 until such time as such accrued compensation has been paid in full.
      

    


    6.       Cash
      Payments.
      Any
      cash payments made under this Agreement shall be applied first pursuant to
      Section 5 of Exhibit
      A,
      then to
      Section 3 of Exhibit
      A,
      then to
      Section 1 of Exhibit
      A and
      then
      to Section 2 of Exhibit
      A.


    
      
        
        

      

      
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