Exhibit
10.3


 


Spherix
Incorporated


 










 


 





 


September 28, 2007


 


 


Robert L. Clayton 


2305 Deckman Lane 


Silver Spring, MD 20906


 


Dear Robert:


 


You have
resigned your full-time position with Spherix Incorporated (the “Company”). You
have agreed to provide part-time services to the Company starting October 1,
2007, as set forth herein.


 


1.                                       POSITIONS


 


You shall
continue to be the Chief Financial Officer, and have the duties and
responsibilities typically performed by a chief financial officer, together
with any duties reasonably assigned to you by the Company’s CEO/COO, until such
time as the Company engages a full time Chief Financial Officer (the “CFO”). It
is expected that you would provide a minimum of seventy (70) hours of services
per month. Thereafter you will provide such services as may be reasonably
requested by the CFO.


 


2.                                        SALARY


 


You will be
paid at the rate of $125/hour. You will provide time sheets detailing your
hours of service.


 


3.                                        BENEFITS


 


You will also
be entitled, during the term of your employment, to such employee benefits as
the Company may offer from time to time, subject to applicable eligibility
requirements. You will also be permitted to pursue appropriate continuing
professional education opportunities to stay abreast of SEC requirements.


 


4.                                         TERMINATION OF
EMPLOYMENT


 


Your
employment may be terminated at any time by you or by the Company with or
without cause, without prior written notice. This at-will employment
relationship cannot be changed except in writing signed by the CEO/COO of the
Company.


 


 


	
  o Corporate Headquarters



  12051
  Indian Creek Court

  Beltsville, MD 20705
 (301) 419-3900
 Fax: (301) 210-4908/4909
 www.spherix.com

  	
   

  	
  o Cumberland Regional Office



  12501 Willowbrook Road

  Cumberland, MD 21502
 (301) 722-9100
 Fax: (301) 722-9103
 www.spherix.com

  	
   

  	
  o
  South Dakota
  Regional Office

   

  1140 Plant Street

  Rapid City, SD 57702
 (605) 716-3080
 Fax: (605) 716-1788
 www.spherix.com

  



 


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5.                                      PAYMENTS UPON TERMINATION OF EMPLOYMENT


 


If you terminate your employment or if the Company terminates your employment
with or without cause, the Company will pay you any accrued and unpaid
compensation (subject to normal withholding and other deductions) to the
effective date of termination of your employment.


 


6.                                      ADDITIONAL PROVISIONS


 


It is understood that you may consult for other companies as long as
such consulting does not interfere with your services hereunder.


 


The terms described in this letter agreement will be the terms of your
employment, and this letter supersedes any previous discussions or offers and
all prior employment and consulting agreements between you and the Company or
any of its subsidiary corporations. Any additions or modifications of these
terms would have to be in writing and signed by you and a senior executive
officer of the Company.


 


The validity, interpretation, construction and performance of this
letter agreement shall be governed by the laws of the State of Delaware (except
the provisions governing the choice of law).


 


If you agree that this letter agreement evidences our agreement
concerning your employment with the Company, please indicate so by signing both
copies of this letter retaining one for your files.


 


We are very excited about you joining us. I look forward to a
productive and mutually beneficial working relationship. Please let me know if
I can answer any questions for you about any of the matters outlined in this
letter agreement.


 


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Claire L. Kruger

  	
   

  
	
   

  	
  Claire
  L. Kruger, Chief Executive Officer and

  
	
   

  	
  Chief
  Operating Officer

  



 


 


ACCEPTANCE


 


I accept employment with Spherix Incorporated under
the terms set forth in this letter agreement:


 


	
  /s/ Robert L.
  Clayton

  	
   

  
	
  Robert L.
  Clayton, CPA

  



 


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