Exhibit 10.3


Exhibit A


EMPLOYMENT AGREEMENT


          EMPLOYMENT
AGREEMENT (this “Agreement”) dated as of August 30,
2007, by and between 11 GOOD ENERGY, INC.,
a Delaware corporation having an office at 4450 Belden Village Street NW, Suite
800, Canton, Ohio 44718 (the “Company”), and Aaron R. Harnar (“Harnar”) with an
address at 4450 Belden Village Street NW, Suite 800, Canton, Ohio 44718. 


WITNESSETH:


          WHEREAS,
the Company desires to engage the services of Harnar as a full-time employee and
Harnar desires to become a full-time employee of the Company; and 


          WHEREAS,
both parties desire to clarify and specify the rights and obligations which
each shall have with respect to the other in connection with Harnar’s
employment. 


          NOW,
THEREFORE, in consideration of the agreements and
covenants herein set forth, the parties hereby agree as follows: 


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Employment 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Harnar
 hereby agrees to be employed by the Company subject to and on the terms and
 conditions set forth herein.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Duties and Responsibilities of Harnar 

 
	
  

 	
  

 	
  

 
	
  

 	
           The
 duties and responsibilities of Harnar shall be as assigned by the Board of
 Directors in the areas of Research and Development and general operations.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Exclusivity of Service 

 
	
  

 	
  

 	
  

 
	
  

 	
           Harnar
 shall serve as a full-time employee of the Company. Harnar may not pursue
 other outside business interests that are not related to providing the
 services to the Company without its prior written consent.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Compensation 

 
	
  

 	
  

 	
  

 
	
  

 	
           (a)
 In consideration for Harnar’s services to be performed under this Agreement
 and as compensation therefore, the Company shall pay to Harnar, in addition
 to all other benefits provided for in this Agreement, a base salary at the
 rate of Thirty Six Thousand ($36,000) Dollars per annum, (the “Harnar Base
 Salary”). All payments of the Harnar Base Salary shall be payable in 24 equal
 semi-monthly installments, less applicable with-holding taxes, or otherwise
 as mutually agreed to by the parties. 

 













	
  

 	
  

 	
  

 
	
  

 	
           (b)
 In addition to the Harnar Base Salary, Harnar shall be entitled to salary
 increases, bonuses, stock based compensation and other benefits as determined
 by the Company’s Board of Directors in its sole discretion. 

 
	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Benefits and Indemnification 

 
	
  

 	
  

 	
  

 
	
                     Annually,
 Harnar shall be entitled to paid vacation to be taken in amounts and at times
 mutually and reasonably agreed upon by Harnar and the Company in addition to
 all other holidays established as part of the Company’s standard practices. 

 
	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Health Insurance or Benefits. 

 
	
  

 	
  

 	
  

 
	
  

 	
           Harnar
 shall be entitled to health, hospitalization and participation in a 401(k)
 plan as a full-time employee of the Company to the same extent as other paid
 full-time employees of the Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 Term of Employment 

 
	
  

 	
  

 	
  

 
	
  

 	
           The
 term of Harnar’s employment hereunder shall be from the date hereof for a
 period of five (5) years (the “Term”), unless terminated prior thereto in
 accordance with Section 8 hereof. 

 
	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 Termination 

 



                    (a)
Termination. Notwithstanding the terms of this Agreement, the Company
may terminate this Agreement for cause (“Cause”) in the event (i) of Harnar’s
commission of an act involving fraud, embezzlement, or theft against the
property or personnel of the Company, (ii) Harnar shall be convicted of, or
plead nolo contendere to a felony or engages in other criminal conduct
that could reasonably be expected to have a material adverse affect on the
business, assets, properties, prospects, results of operations or financial
condition of the Company; or (iii) Harnar fails to follow the reasonable
directions of the Company’s Board of Directors, Chief Executive Officer or the
President of the Company. 


                    (b)
Death or Disability. The Company may terminate this Agreement upon the
disability or death of Harnar by giving written notice to Harnar. In the case
of disability, such termination will become effective immediately upon the
giving of such notice unless otherwise specified by the Company. For purposes
of this Section 8(b), “disability” shall mean that for a period of more than
two consecutive months in any 12-month period Harnar is unable to perform the
essential functions of his position because of physical, mental or emotional
incapacity resulting from injury, sickness or disease. Upon any such
termination, the Company shall be relieved of all its obligations under this
Agreement, except for payment of the Harnar Base Salary earned and unpaid
through the effective date of termination. Nothing in this provision is
intended to violate state or federal laws. 


	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
 Violation of Other Agreements and Authority

 


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	 	          Harnar represents and warrants to the Company
       that he is legally able to enter into this Agreement; that he is not prohibited
       by the terms of any agreement, understanding or policy from entering into
       this Agreement; that the terms hereof will not and do not violate or contravene
       the terms of any agreement, understanding or policy to which Harnar is
       or may be a party, or by which Harnar may be bound; that Harnar is under
       no physical or mental disability that would materially interfere with
       the performance of his duties under this Agreement. Harnar agrees that
       it is a material inducement to the Company that Harnar make the foregoing
    representations and warranties and that they be true in all material respects. 
	 	 	 
	
  
 	
 10.
 	
 Company Authority Relative to this Agreement 
 
	
  
 	
  
 	
  
 
	 	          The Company has the requisite corporate power
       and authority to execute and deliver this Agreement and to consummate
       the transactions contemplated by this Agreement. The Board of Directors
       of the Company has duly authorized the execution and delivery of this
       Agreement by the Company and the consummation by the Company of the transactions
       contemplated on its part by this Agreement, and no other corporate proceedings
       on the part of the Company are necessary to authorize this Agreement or
       for the Company to consummate the transactions contemplated by it. The
       Company has duly executed and delivered this Agreement and it is a valid
       and binding Agreement of the Company, enforceable against the Company
       in accordance with its terms, subject to bankruptcy or insolvency laws
       affecting creditors’ rights generally and to general principles of
    equity. 
	
  
 
	
  
 	
  
 	
  
 
	
  
 	
 11.
 	
 Notices 
 
	
  
 	
  
 	
  
 
	
  
 	
           Any
 and all notices, demands or requests required or permitted to be given under
 this Agreement shall be given in writing and sent, by registered or certified
 U.S. mail, return receipt requested, by hand, or by overnight courier,
 addressed to the parties hereto at their addresses set forth above or such
 other addresses as they may from time-to-time designate by written notice,
 given in accordance with the terms of this Section. 
 
	
  
 	
  
 	
  
 
	
  
 	
 12.
 	
 Waivers 
 
	
  
 	
  
 	
  
 
	
  
 	
           No
 waiver by any party of any default with respect to any provision, condition
 or requirement hereof shall be deemed to be a waiver of any other provision,
 condition or requirement hereof; nor shall any delay or omission of any party
 to exercise any right hereunder in any manner impair the exercise of any such
 right accruing to it thereafter. 
 
	
  
 	
  
 	
  
 
	
  
 	
 13.
 	
 Preservation of Intent 
 
	
  
 	
  
 	
  
 
	
  
 	
           Should
 any provision of this Agreement be determined by a court having jurisdiction
 in the premises to be illegal or in conflict with any laws of any state or
 jurisdiction or otherwise unenforceable, the Company and Harnar agree that
 such provision shall be modified to the extent legally possible so that the
 intent of this Agreement may be legally carried out. 
 


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 14.

 	
 Entire Agreement 

 
	
  

 	
  

 	
  

 
	
  

 	
           This
 Agreement sets forth the entire and only agreement or understanding between
 the parties relating to the subject matter hereof and supersedes and cancels
 all previous agreements, negotiations, letters of intent, correspondence,
 commitments and representations in respect thereof among them, and no party
 shall be bound by any conditions, definitions, warranties or representations
 with respect to the subject matter of this Agreement except as provided in
 this Agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 15.

 	
 Inurement; Assignment 

 
	
  

 	
  

 	
  

 
	
  

 	
           The
 rights and obligations of the Company under this Agreement shall inure to the
 benefit of and shall be binding upon any successor of the Company or to the
 business of the Company, subject to the provisions hereof. Neither this
 Agreement nor any rights or obligations of Harnar hereunder shall be
 transferable or assignable by Harnar. 

 
	
  

 	
  

 	
  

 
	
  

 	
 16.

 	
 Amendment 

 
	
  

 	
  

 	
  

 
	
  

 	
           This
 Agreement may not be amended in any respect except by an instrument in
 writing signed by the parties hereto. 

 
	
  

 	
  

 	
  

 
	
  

 	
 17.

 	
 Headings 

 
	
  

 	
  

 	
  

 
	
  

 	
           The
 headings in this Agreement are solely for convenience of reference and shall
 be given no effect in the construction or interpretation of this Agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 18.

 	
 Counterparts 

 
	
  

 	
  

 	
  

 
	
  

 	
           This
 Agreement may be executed in any number of counterparts, each of which shall
 be deemed an original, but all of which when taken together shall constitute
 one and the same instrument. If a party signs this Agreement and transmits an
 electronic facsimile of the signature page to the other party, the party who
 receives the transmission may rely upon the electronic facsimile as a signed
 original of this Agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 19.

 	
 Governing Law 

 
	
  

 	
  

 	
  

 
	
  

 	
           This
 Agreement shall be governed by, construed and enforced in accordance with the
 internal laws of the State of Ohio, without giving reference to principles of
 conflict of laws. 

 
	
  

 	
  

 	
  

 
	
  

 	
 20.

 	
 Arbitration 

 
	
  

 	
  

 	
  

 
	
  

 	
           Should
 any dispute arise as to the interpretation of any term or provision of this
 Agreement, the issue shall be decided by arbitration. The arbitration
 proceeding shall be conducted in Canton, Ohio under the applicable rules of
 the American 

 


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 Arbitration
 Association. If such organization ceases to exist, the arbitration shall be
 conducted by its successor, or by a similar arbitration organization, at the
 time a demand for arbitration is made. The decision of the arbitrator shall
 be final and binding on both parties. The prevailing party shall be entitled
 to recover from the other party its or his own expenses for the arbitrator’s
 fee, attorney’s fees, expert testimony, and for other expenses of presenting
 its or his case. Other arbitration costs, including fees for records or
 transcripts, shall be borne equally by the parties. 

 



          IN
WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written. 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 11 GOOD ENERGY, INC.

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /S/
 Frederick C. Berndt

 	
  

 	
 /S/ Aaron R.
 Harnar

 
	
  

 	
  

 	

 


 	
  

 	

 


 	
  

 
	
  

 	
 Frederick C. Berndt, CEO

 	
  

 	
     Aaron R. Harnar

 


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