Exhibit 10.5


EXECUTIVE COMPENSATION AGREEMENT


This Agreement
is made as of the 1st day of March 2009, between 11 GOOD ENERGY,
INC., a Delaware Corporation with its principal offices at 4450 Belden Village
Street, N.W., Suite 800, Canton, Ohio 44719 (the “Company”) and Gary R. Smith,
3262 Stillwater Ave. N.W., Canton, Ohio 44718 (the “Executive”) 


AGREEMENT


          In
consideration of the mutual agreements set forth herein, the parties, intending
to be legally bound, agree as follows: 


          1.
Employment


                    a.)
Position. The Company hereby agrees to employ the Executive, and the
Executive hereby accepts employment by the Company as Chief Operating Officer. 


                    b.)
Performance. Except as set forth below, Executive agrees to devote his
full best efforts, judgment, skills, and talents exclusively in the business
and affairs of the Company and, in the performance thereof, to comply with the
policies of and subject to the direction of the Board of Directors of the
Company. 


                    c.)
Responsibilities. Executive shall be responsible for the duties assigned
to him by the Board of Directors or by the Chief Executive Officer of the
Company with authority to the Executive Officer. Executive is engaged to act as
the Company’s Chief Operating Officer and shall perform all of the usual duties
inherent in such position(s) as well as such other duties as may from time to
time be delegated to him by the Board of Directors. 


          2.
Compensation. 


                    a.)
Base Salary. The Company agrees to pay the Executive and Executive
agrees to accept as compensation for all of his services, a base salary payable
in accordance with the Company’s standard payroll policy at the annual rate of
$250,000; the base salary may be paid to the Executive in cash or in the common
Stock of the Company, at the election of the Company. In the event that the
Company elects to compensate the Executive in the common stock of the Company,
the Company will undertake to register such common stock under SEC Form S-8 for
this purpose. The Board of Directors or the Compensation Committee of the Board
of Directors shall review the Executive’s performance on an annual basis and
shall determine, in its discretion, whether to increase the base salary. 


                    b.)
Bonuses. Executive shall be eligible to receive, in addition to his base
salary, an annual cash bonus under the Company’s bonus program for key
management personnel administered by the Board of Directors or the Compensation
Committee of the Board of Directors under which a cash bonus will be payable
based upon the Company’s performance and Executive’s personal performance, with
a range of bonus from 0 to 100% of Executives prior year’s base salary. 





                    c.)
Expenses. The Company shall pay or reimburse Executive during his
employment hereunder for all reasonable travel and other expenses incurred by
Executive in the performance of his duties and obligations hereunder upon
submission of appropriate supporting documentation. 


                    d.)
Benefit Plan. Executive shall be entitled to participate in all of the
Company sponsored employee benefit plans. 


                    e.)
Vacation. Executive shall be entitled to at least 4 weeks of vacation
during each twelve-month period of his employment hereunder. 


          3.
Indemnification. The Company shall to the fullest extent permitted by
law and not inconsistent with the provisions of the Certificate of
Incorporation and By-laws of the Company indemnify Executive if Executive shall
become, or shall be threatened with becoming, a party to any action, suit, or
proceeding by reasons of his acting as an officer, agent, or employee of the
Company, and such indemnification shall not be deemed exclusive of any other
rights to which Executive may be entitled as a matter of law or in accordance
with any agreement, document, instrument, or under any policy of insurance
carried by the Company and such indemnification shall survive termination of
this Agreement. 


          4.
Confidential Information. 


                    a.)
Executive acknowledges that the information, observations and data regarding
the Company and its subsidiaries obtained by him during the course of his
employment, either before or after the effective date if the Agreement, are the
property of the Company. Therefore, Executive agrees that he will not disclose
to any unauthorized person or use for his own account or for the benefit of any
third party (other than the Company and its subsidiaries) any of such
information, observations or data without prior express written approval of the
Board of Directors of the Company. Notwithstanding the foregoing, Executive may
disclose information, observations or data to the extent that (i) the same
become generally known to and available for use by the public other than as a
result of acts or omissions to act by the Executive in violation of this
paragraph 7 or, (ii) such disclosure is required by law or legal process.
Executive may retain copies of his director files, initial public offering
files and Company presentation files. 


                    b.)
Except as may be otherwise provided in Paragraph 1, Executive shall not during
the term of this Agreement work for or otherwise assist a business or
organization,. Or invest in the securities(other than a portfolio investment,
including without limitation investment in mutual funds, not exceeding 2% of
outstanding securities of a firm listed on a national stock exchange or traded
NASDAQ market) of any other business or organization, if such business or
organization now is or shall then be competing with the Company; provided,
however, that the Executive may serve on the board of directors 





or the board
of trustees of other business or organizations with the approval of the Board
of Directors of the Company. 


                    a.)
For a period of one year subsequent to the later to occur of (i) the
termination of Executive’s employment with the Company, or (ii) the termination
of any consulting arrangement between the Company and Executive, Executive
shall not compete directly or indirectly be associated with, or act as an
independent contractor or consultant, or be a director, officer, employee,
owner, or partner of, any other business or organization that competes with the
business of the Company as then conducted. Nothing contained herein will be
deemed to require the Company to enter into a consulting agreement with the
Executive upon termination of the Executive’s employment with the Company. 


          5.
Term and Termination. 


                    a.)
Term. The term of this agreement shall commence March 1, 2009 and shall
terminate March 1, 2012 unless earlier terminated as provided in Section 8(b)
below. 


                    b.)
Termination. 


                              (i).
This Agreement and Executive’s employment hereunder may be terminated by the
Company at any time with Cause (as hereafter defined) on 30 days’ prior written
notice. 


                              (ii)
This Agreement and Executive’s employment hereunder may be terminated by
Executive on 30 days’ prior written notice upon the occurrence of any one of
the following events: (A) the failure of the Company to elect or reelect or to
appoint or reappoint Executive to the Chief Operating Officer; (B) a material
change by the Company in Executive’s functions, duties, or responsibilities
which change would case Executive’s position with the Company to become less
dignity, responsibility or scope from the position and responsibilities
described in Section 1 hereof; (C) the liquidation or dissolution, or
consolidation, merger or other business combination (including assumption of
control by a shareholder or consortium of shareholders.) of the Company, or
transfer of all substantially all of its assets, unless any such consolidation,
merger or other business combination does not adversely affect Executive’s
position or the dignity or responsibilities of Executive, in Executive’s
judgment; and (D) any material breach of this Agreement by the Company. 


          c.)
Effect of Termination. Upon termination of this Agreement neither party
shall have any further obligation to the other party, except as provided in
Section 8 (b)(ii), the Company shall pay in a lump sum on the date of
termination severance compensation to the Executive in an amount equal to the
sum of the Executive’s salary and bonus paid in the prior fiscal year. 


                    (ii)
In the event this Agreement expires and the Executive is not rehired in the
same position under the terms and conditions of a new executive employment
agreement acceptable to Executive and Company, the Company shall pay in a lump
sum on the date of termination severance compensation to Executive in an amount
equal to the sum of the Executives salary and bonus paid in the prior fiscal
year. 





                    (iii)
In the event the Executive dies or becomes disabled (as hereafter defined)
during the term hereof, the Company shall pay severance compensation to
Executive, or his estate, as the case may be, severance compensation in the
amount of Executive’s salary and bonus paid in the year prior to the year in
which the Executive dies or becomes disabled. Such severance compensation shall
be paid in a lump sum as soon as a practicable following the date of death or disability.



                    (iv)
In addition to the severance payment provided in subparagraphs (i), (ii), or
(iii) above, Executive’s participation in the Company sponsored employee health
benefit plan shall be continued at the Company’s expense for a maximum period
of eighteen months so long as Executive is alive and not elsewhere earlier
employed on a full-time basis. 


          e)
Definitions. For the purposes of this Agreement. 


                    (i)
Cause shall mean acts of moral turpitude, and the willful repeated or habitual
neglect of Executive’s obligations under this Agreement, the misuse of
corporate funds, the gross failure to manage the business of the Company in
accordance with normal business practices, or the material breach of this Agreement.



                    (ii)
Disabled shall mean the physical or mental inability of the Executive to
perform his duties hereunder for a period of three consecutive months as
determined by an independent physician chosen by the Company and approved by
Executive. 


                    (iii)
Fair Market Value of the Company’s stock on the applicable date shall mean the
mean of the highest and lowest quoted selling prices of such stock on the
composite tape of the NASD Bulletin Board (or such other market exchange on
which the Company common stock is then traded.) on the applicable date, or if
the Company’s common stock was not traded on such exchange on such date, on the
next preceding date on which the common stock was traded. 


          (f)
Replacement. Notwithstanding the above, the Board of Directors, with the
consent of the Executive, may hire a replacement to serve as Vice President of
the Company. Executive shall assist in the orderly transition of duties. During
such transition period, Executive shall be entitled to all benefits and
compensation provided for herein. At the conlusion of the transition period,
Executive’s employment with the Company shall cease. Executive shall be
entitled to receive the health plan benefits set forth in Section 8 (d)(iv)
thereafter. 


          6.
Change of Control: Executive’s Stock Options.


In the event
of the execution of an agreement of reorganization, merger, or consolidation of
the Company with one or more corporations as a result of which the Company is
not to be surviving corporation or the execution of an agreement of sale or
transfer of all or substantially all of the assets of the Company, then all of
Executive’s options to purchase common stock of the Company outstanding at the
time of the event and which were granted six months or more prior to the event
shall immediately become exercisable in full and upon written election of the
Executive given to the Company within 180 days of the event, and Company shall
repurchase for cash all or any part of the options as specified in the written
election, at a price per share equal to the difference between the Fair Market
Value and the Company’s own stock on the execution date and the option exercise
price per share. 





          7.
Miscellaneous. 


          a)
Severability. The invalidity or unenforceability of any provision of
this Agreement shall not affect the enforceability or validity of any other
provision. 


          b)
Successors and Assigns. This Agreement shall be binding upon and inure
to benefit of the parties hereto, the heirs and legal representatives of
Executive, and the successors and assigns of the Company, except that Executive
may not assign this Agreement or any Executive’s duties or services hereunder. 


          c)
No Waivers. The failure of either party to insist upon the strict
performance of any of the terms, conditions, and provisions of this Agreement
shall not be constructed as a waiver or relinquishment of future compliance
therewith, and said terms, conditions, and provisions shall remain in full
force and effect. No waiver of any term or condition of this Agreement on the
part of either party shall be effective for any purpose whatsoever unless such
waiver is in writing and signed by such party. 


          d)
Modifications. This Agreement may not be changes, amended, or modified
except by a writing signed by both parties. 


          e)
Notices. Any notice, request, demand, waiver, consent, approval or other
communication which is required to be given under this Agreement shall be in
writing and shall be deemed given only if delivered to the party personally or
sent to the party by registered or certified mail, return receipt requested,
postage paid, to the parties at the address set forth herein or to such other
address as either party may designate from time to time by notice to the other
party sent in like manner.


          f)
Governing Law. This Agreement constitutes the entire agreement between
the parties and shall be governed be and construed in accordance with the laws
of the State of Ohio applicable to agreements made and the be performed solely
in such state. 


          g)
Headings. The section headings contained in the Agreement or for
reference purpose only and shall not be deemed to be a part of the Agreement or
to affect the construction or interpretation of this Agreement. 





          IN WITHNESS WHEREOF, the parties hereto
have cause the Agreement to be executed as of the day and year first above
written. 


	
  

 	
  

 	
  

 	
  

 
	
 11 GOOD ENERGY, INC.

 	
  

 	
 EXECUTIVE 

 
	
  

 	
  

 	
  

 	
  

 
	
 By: /S/

 	
 Daniel T. Lapp

 	
  

 	
 By: /S/ Gary R. Smith

 
	

 


 	

 


 	
  

 	

 


 
	
 Name:

 	
    Daniel T. Lapp

 	
  

 	
  

 
	

 


 	

 


 	
  

 	
  

 
	
 Title:

 	
    CFO