EMPLOYMENT
AGREEMENT

    


    This
Employment Agreement (the “Agreement”) is entered into as of April ___,
2010 (“Effective Date”), by and between Atwood Mineral & Mining Corp.
(together with its successors and assigns permitted under the Agreement, the
“Company”), and Georges J. Daou (the “Executive”), with reference to the
following facts:

     

    WHEREAS,
the Company and the Executive desire to enter into this Agreement to provide for
the Executive’s employment by the Company, upon the terms and conditions set
forth herein.

     

    NOW,
THEREFORE, the parties hereto, intending to be legally bound, hereby agree as
follows:

     

    1.           Employment.  The
Company hereby agrees to the Executive’s employment, and the Executive hereby
accepts such employment and agrees to perform his duties and responsibilities in
accordance with the terms and conditions hereinafter set forth.

     

    a.           Employment
Term.  The term of the Executive’s employment under this
Agreement shall commence as of the Effective Date and shall continue until
December 31, 2014, unless earlier terminated in accordance with Section 4 or
Section 5 hereof.  The period commencing as of the Effective Date and
ending on December 31, 2014, or such later date to which the term of the
Executive’s employment under the Agreement shall have been extended is
hereinafter referred to as the “Employment Term.”

     

    b.           Duties and
Responsibilities.  The Executive shall serve as Chairman of the
Board of Directors of the Company and Interim Chief Executive
Officer.  During the Employment Term, the Executive shall perform all
duties and accept all responsibilities incident to such position or other
appropriate duties as may be assigned to him by the Company’s Board of Directors
(the “Board”).  Executive shall devote such time as may be reasonably
required to fulfill his duties hereunder.  Executive shall be allowed
to work out of the San Diego office established by the Company or at any other
location determined by the Executive, all in the Executive’s sole and absolute
discretion.  The Company acknowledges that Executive is permitted to
pursue other business endeavors, including, but not limited to, Executive and
Board positions with Super Green Biofuels, Inc.

     

    c.           Base
Salary.  For all of the services rendered by the Executive
hereunder for the first calendar year commencing on the Effective Date, the
Company shall pay the Executive an annual base salary (“Base Salary”) of Three
Hundred Thousand Dollars ($300,000), payable in installments at such times as
the Company shall pay its other senior level executives (but in any event no
less often than monthly).  The Executive’s Base Salary shall be
reviewed annually prior to each of the first four (4) anniversaries of the
Effective Date and, in the discretion of the Compensation Committee
(“Compensation Committee”) of the Board, the Executive’s Base Salary may be
increased.  In reviewing increases in the Executive’s Base Salary, the
Compensation Committee shall consider factors including, but not limited to, the
market for executives with skills and experience similar to those of the
Executive, performance considerations, and the nature and extent of salary
increases given to other employees of the Company during the prior
year.  In no event shall the Executive’s Base Salary be decreased to
an amount less than Three Hundred Thousand Dollars ($300,000) per
annum.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    d.           Equity
Consideration.  Subsequent to the date hereof, the Company
anticipates conducting an equity financing pursuant to which it intends on
selling up to Three Million Dollars ($3,000,000) in Units (as defined below)
(the “Future Financing”).  It is currently contemplated that each
“Unit” will consist of both (i) shares of common stock in the Company; and (ii)
warrants to purchase shares of common stock in the Company.  In
connection with the closing of the Future Financing, Executive shall receive
Units having a value (based upon the per Unit purchase price) equal to $337,500
as additional compensation for services rendered under this
Agreement.  The Units issued to Executive shall have the same rights,
preferences and privileges (including, but not limited to, registration rights)
as those given to the participants in the Future Financing.  It is
understood and agreed that Executive’s right to receive the compensation under
this paragraph is conditioned and subject to the closing of the Future
Financing.

     

    e.           Annual
Bonus.  In addition to the Base Salary provided for in Section
1.c. above, the Executive shall be eligible for an annual bonus (“Annual Bonus”)
calculated as follows:

     

    (i)           For
an amount up to and including one hundred percent (100%) of the Executive’s
then-current Base Salary based on criteria to be mutually established by
Executive, the Board and the company’s Compensation Committee, plus

    


    (ii)           any
amount awarded to the Executive in the discretion of the Compensation Committee,
taking into account achievement of operating and financial performance goals and
the increase in stockholder value.

    


    f.           Stock
Options.  Immediately following the adoption by the Company of
an employee Stock Option Plan, Executive shall be issued an option to purchase
common stock in the Company representing not less than a five percent (5%)
fully-diluted percentage interest in the Company, such fully-diluted percentage
interest being inclusive of all equity securities (as well as equity securities
convertible into or exercisable for equity securities in the Company) issued in
the Future Financing.  To the extent permitted by the terms of the
Company’s Stock Option Plan,  Executive’s option shall vest in
thirty-six (36) equal monthly installments; provided, however, that to the
extent that any shares of common stock subject to the option are attributable to
the fully-diluted percentage interest in the Company represented by instruments
convertible into or exercisable in the Future Financing for shares of common
stock in the Company, the option shall vest with respect to such shares of
common stock when and as such instruments are converted into or are exercised
for common stock in the Company (subject to the thirty-six (36) month vesting
schedule otherwise provided for above).  For example, in the event
that twenty percent (20%) of the shares of common stock subject to the option
are attributable to warrants issued in the Future Financing, twenty percent
(20%) of the shares of common stock subject to the option shall remain unvested
until such time that any of the warrants issued in the Future Financing are
actually exercised, at which time the option shall vest with respect to such
shares of common stock in proportion to the number of warrants actually
exercised (subject to the thirty-six (36) month vesting schedule otherwise
provided for above).

     

    The
Executive shall be eligible for future grants of stock options, restricted stock
and other equity incentives pursuant to the Company’s Equity Incentive Plan (or
any successor plan thereto) on the same terms applicable to the Company’s other
executive officers.

     

    g.           Automobile
Allowance.  During the Employment Term, the Executive shall be
entitled to receive a One Thousand Dollar ($1,000) monthly automobile allowance,
payable monthly in advance, which shall include all costs attendant to the use
of the automobile, including, without limitation, liability and property
insurance coverage, costs of maintenance and fuel.  Notwithstanding
the foregoing, the amount of the monthly automobile allowance shall be reviewed
by the Company annually.

     

    
      
         


      

      
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    h.           Benefit
Coverages.  During the Employment Term, in lieu of receiving
the health benefits typically provided to its senior executives, the Company
shall provide Executive with a monthly check in the sum of One Thousand Dollars
($1,000) to permit Executive to maintain his current health benefits, which
check shall be provided on or before the fifth (5th) day of
each calendar month.  During such Employment Term, the Executive shall
also be entitled to participate in all employee pension and welfare benefit
plans and programs made available to the Company’s senior level executives as a
group or to its employees generally, as such plans or programs may be in effect
from time to time (the “Benefit Coverages”), including, without limitation,
pension, profit sharing, savings and other retirement plans or programs,
short-term and long- term disability and life insurance plans, accidental death
and dismemberment protection and travel accident insurance.

     

    i.           Reimbursement of Expenses;
Vacation; Residence.  The Executive shall be provided with full
and prompt reimbursement of expenses related to his employment by the Company
(including mobile telephone usage) on a basis no less favorable than that which
may be authorized from time to time by the Board, in its sole discretion, for
senior level executives as a group, and entitled to not less than four (4) weeks
vacation per year and holidays in accordance with the Company’s normal personnel
policies.  The Executive currently resides in the San Diego,
California area, and the Company agrees that he shall not be required to
relocate his residence from that area without his prior written consent (which
may be withheld in his sole discretion), or from any other area to which he may
voluntarily move with the Company’s prior written consent, during the Employment
Term.

     

    j.           Tax
Withholding.  The Company may withhold from any compensation or
other benefits payable under this Agreement all federal, state, city or other
taxes as shall be required pursuant to any law or governmental regulation or
ruling.

     

    k.           Restricted Stock
Agreement.  As a condition to this Agreement, Executive agrees
to enter into that certain Restricted Stock Agreement on substantially the form
attached hereto as Exhibit
A.

     

    l.           Representations.  Executive
hereby represents and warrants that (i) he has carefully reviewed and
considered the risk factors discussed in the “Risk Factors” attached as Exhibit
D to the Phreadz Purchase Agreement (which Risk Factors set forth the risks of
the Company on a consolidated basis after giving effect to the consummation of
both the Phreadz Purchase Agreement and the Securities Purchase Agreement by and
among the Company, Universal Database of Music USA LLC and the members thereof)
(ii) he has been furnished with or has have the opportunity to acquire, and to
review copies of all of the Company’s publicly available documents and (iii) he
understands that if the Company does not receive sufficient funding, it may not
be able to pay him the compensation due under this
Agreement.

     

    2.           Indemnification;
Insurance.  The Company shall indemnify the Executive to the
fullest extent allowed by applicable law and pursuant to that certain
Indemnification Agreement dated as of the Effective Date, by and between the
Company and the Executive, as the same may be amended from time to
time.  The Executive shall be covered by the Company’s directors’ and
officers’ liability insurance policy, if any.

     

    
      
        
        

      

      
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    3.           Proprietary Information;
Non-Solicitation.


    a.           Confidential
Information.  The Executive recognizes and acknowledges that by
reason of his employment by and service to the Company during and, if
applicable, after the Employment Term, he has had and will continue to have
access to certain confidential and proprietary information relating to the
Company’s business (“Confidential Information”).  The Executive
covenants that he will not, unless expressly authorized in writing by the
Company, at any time during the course of his employment divulge or disclose any
Confidential Information to any person, firm or corporation except in connection
with the performance of his duties for the Company and in a manner consistent
with the Company’s policies regarding Confidential Information.  The
Executive also covenants that at any time after the termination of such
employment, directly or indirectly, he will not divulge or disclose any
Confidential Information to any person, firm or corporation, unless such
information is in the public domain through no fault of the Executive or except
when required to do so by law.  All written Confidential Information
(including, without limitation, in any computer or other electronic format)
which comes into the Executive’s possession during the course of his employment
shall remain the property of the Company.  Except as required in the
performance of the Executive’s duties for the Company, or unless expressly
authorized in writing by the Company, the Executive shall not remove any written
Confidential Information from the Company’s premises, except in connection with
the performance of his duties for the Company and in a manner consistent with
the Company’s policies regarding Confidential Information.  Upon
termination of the Executive’s employment, the Executive agrees immediately to
return to the Company all written Confidential Information in his
possession.

     

    b.           Non-Solicitation.  The
Executive agrees that for as long as this Agreement remains in effect, the
Executive will not induce or attempt to induce, directly or indirectly, any
person to leave his or her employment with the Company.

     

    4.           Termination.  The
Employment Term shall terminate upon the occurrence of any one of the following
events:

     

    a.           Disability.  The
Company may terminate the Employment Term if the Executive is unable
substantially to perform his duties and responsibilities hereunder to the full
extent required by the Company by reason of illness, injury or incapacity for
six (6) consecutive months, or for more than six (6) months in the aggregate
during any period of twelve (12) calendar months.  In the event of
such termination, the Company shall pay the Executive his Base Salary through
the date of such termination.  In addition, the Executive shall be
entitled to the following:  (i) a pro rata Annual Bonus for the year
of termination; (ii) any other amounts earned, accrued or owing but not yet paid
under Section 1 above; (iii) continued participation for the remaining
Employment Term in those Benefit Coverages in which he was participating on the
date of termination which, by their terms, permit a former employee to
participate; and (iv) any other benefits in accordance with applicable
plans and programs of the Company.  In such event, the Company shall
have no further liability or obligation to the Executive for compensation under
this Agreement except as otherwise specifically provided in this
Agreement.  The Executive agrees, in the event of a dispute under this
Section 4.a., to submit to a physical examination by a licensed physician
selected by the Company.  The Company agrees that the Executive shall
have the right to have his personal physician present at any examination
conducted by the physician selected by the Company.

     

    b.           Death.  The
Employment Term shall terminate in the event of the Executive’s
death.  In such event, the Company shall pay to the Executive’s
executors, legal representatives or administrators, as applicable, the
Executive’s Base Salary through the date of such termination.  In
addition, the Executive’s estate shall be entitled to:  (i) any other
benefits in accordance with applicable plans and programs of the Company; and
(ii) any death benefit payable to the Executive’s estate under any key man
insurance policy maintained by the Company and in effect at the time of
Executive’s death or, if no such benefit is available or exists, the Severance
Package (as defined below), including provisions and benefits applicable in a
Change in Control (as defined below).  The Company shall have no
further liability or obligation under this Agreement to his executors, legal
representatives, administrators, heirs or assigns or any other person claiming
under or through him except as otherwise specifically provided in this
Agreement.

     

    
      
         


      

      
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    c.           Cause.  The
Company may terminate the Employment Term, at any time, for “Cause,” in which
event all payments under this Agreement shall cease, except for Base Salary to
the extent already accrued.  For purposes of this Agreement, the
Executive’s employment may be terminated for “Cause” (i) immediately if the
Executive is convicted of a felony or (ii) following the determination by the
Board (without the Executive’s participation) that the Executive has engaged in
intentional fraud, intentional misconduct or intentional misappropriation of
Company assets.

     

    d.           Termination by the Company
Without Cause.  The Company may terminate the Employment Term,
at any time, without Cause.  In the event the Executive is terminated
without Cause, the Executive shall be entitled to receive:

     

    (i)           any
amounts earned, accrued or owing but not yet paid pursuant to Section 1 above;
and

     

    (ii)          a
lump sum severance payment in an aggregate amount equal to the sum of two (2)
times the Executive’s then-current Base Salary plus
two (2) times the amount of the Executive’s average Annual Bonus for the three
(3) years preceding such termination without Cause; provided,
however,
if the termination without Cause follows a Change in Control, the Executive
shall be entitled to receive a lump sum severance payment in an aggregate amount
equal to the sum of three (3) times the Executive’s then-current Base Salary
plus
three (3) times the amount of the Executive’s average Annual Bonus for the three
(3) years preceding such termination without Cause; and

     

    (iii)          a
continuation of all Benefit Coverages for which the Executive is eligible to
participate as of the Termination Date in a fashion which is similar to those
which the Executive is receiving immediately prior to the Termination Date for a
period of two (2) years after such termination without Cause; and

     

    (iv)          immediate
vesting of, and the lapse of all restrictions applicable to, all unvested stock
options and any other equity incentives awarded to the Executive prior to the
Effective Date.

     

    Amounts
payable and benefits to be received pursuant to subsections (i), (ii), (iii) and
(iv) of the preceding sentence will be collectively referred to herein as the
“Severance Package.”

     

    e.           Constructive Termination
Without Cause.

     

    i.           Constructive
Termination Without Cause shall mean a termination of the Executive’s employment
at his initiative following the occurrence, without the Executive’s written
consent, of one or more of the following events:

     

    (A)           a
reduction in the Executive’s then current Base Salary;

    


    (B)           a
material diminution in the Executive’s duties, title, responsibilities,
authority as Chairman and Chief Executive Officer or the assignment to the
Executive of duties which are materially inconsistent with his duties or which
materially impair the Executive’s ability to function in his then current
position; and

    


    (C)           a
requirement by the Company that the Executive move his residence from the Los
Angeles, California area, or from any other area to which he may have
voluntarily moved with the Company’s prior written consent.

     

    ii.           In
the event of a Constructive Termination Without Cause, the Executive shall be
entitled to receive the Severance Package, including provisions and benefits
applicable in a Change in Control (as defined below).

     

    
      
         


      

      
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    5.           Payments Upon a Change in
Control.

     

    a.           Definitions.  For
all purposes of this Section 5, the following terms shall have the meanings
specified in this Section 5.1 unless the context clearly otherwise
requires:

     

    i.           “Change
in Control” means:

     

    (A)           a
merger or acquisition in which the Company is not the surviving entity, except
for a transaction the principal purpose of which is to change the state of the
Company’s incorporation;

    


    (B)           a
stockholder approved sale, transfer or other disposition of all or substantially
all of the assets of the Company;

    


    (C)           a
transfer of all or substantially all of the Company’s assets pursuant to a
partnership or joint venture agreement or similar arrangement where the
Company’s resulting interest is less than fifty percent (50%);

    


    (D)           any
reverse merger in which the Company is the surviving entity but in which fifty
percent (50%) or more of the Company’s outstanding voting stock is transferred
to holders different from those who held the stock immediately prior to such
merger;

    


    (E)           on
or after the date hereof, a change in ownership of the Company through an action
or series of transactions, such that any person is or becomes the beneficial
owner, directly or indirectly, of securities of the Company representing fifty
percent (50%) or more of the securities of the combined voting power of the
Company’s outstanding securities; or

    


    (F)           a
majority of the members of the Board are replaced during any twelve (12) month
period by directors whose appointment or election is not endorsed by a majority
of the members of the Board prior to the date of such appointment of
election.

    


    ii.           “Termination
Date” shall mean the date of receipt of a Notice of Termination of this
Agreement or any later date specified therein.

     

    iii.           “Termination
of Employment” shall mean the termination of the Executive’s actual employment
relationship with the Company.

     

    iv.           “Termination
Upon a Change in Control” shall mean a Termination of Employment upon or within
two (2) years after a Change in Control initiated by the Company for any reason
permitted under this Agreement, other than (i) the Executive’s disability, as
described in Section 4.a. above, (ii) the Executive’s death, as described in
Section 4.b. above or (iii) for Cause, as described in Section 4.c.
above.

     

    b.           Notice of
Termination.  Any Termination Upon a Change in Control shall be
communicated by a Notice of Termination to the other party hereto given in
accordance with Section 13 below.  For purposes of this Agreement,
a  “Notice of Termination” means a written notice which (i) indicates
the specific termination provision in this Agreement relied upon, (ii) briefly
summarizes the facts and circumstances deemed to provide a basis for a
Termination of Employment and the applicable provision hereof and (iii) if the
Termination Date is other than the date of receipt of such notice, specifies the
Termination Date (which date shall not be more than fifteen (15) days after the
giving of such notice).

     

    
      
         


      

      
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    c.           Severance Compensation Upon
Termination.  In the event of the Executive’s Termination Upon
a Change in Control, the Executive shall be entitled to receive the Severance
Package.  In such event, the Company shall have no further liability
or obligation to the Executive for compensation under this Agreement except as
otherwise specifically provided in this Agreement.  A voluntary
resignation by the Executive shall not be deemed a breach of this Agreement and
shall not affect any rights of the Executive accrued through the date of such
resignation.

     

    6.           Acceleration of Equity
Incentives.  As of the occurrence of the termination of the
Executive’s employment by the Executive, in the event of a Constructive
Termination Without Cause, a Termination Upon a Change in Control or a
termination of Executive’s employment by reason of Executive’s disability, and
notwithstanding any provision to the contrary in this Agreement or in the
Company’s Equity Incentive Plan (or any agreement entered into thereunder or any
successor stock compensation plan or agreement thereunder), the Executive shall
be entitled to the immediate vesting of, and the lapse of all restrictions
applicable to, all unvested stock options and any other equity incentives
awarded to the Executive on or after the Effective Date.

     

    7.           Non-Exclusivity of
Rights.  Nothing in this Agreement shall prevent or limit the
Executive’s continuing or future participation in or rights under any benefit,
bonus, incentive or other plan or program provided by the Company or any
affiliate and for which the Executive may qualify; provided, however, that if
the Executive becomes entitled to and receives all of the payments provided for
in this Agreement, the Executive hereby waives his right to receive payments
under any severance plan or similar program applicable to all employees of the
Company.

     

    8.           Survivorship.  The
respective rights and obligations of the parties hereunder shall survive any
termination of the Executive’s employment to the extent necessary to the
intended preservation of such rights and obligations.

     

    9.           Release.  Receipt
of the Severance Package pursuant to Sections 4.d., 4.e. or 5.c. shall be in
lieu of all other amounts payable by the Company to the Executive and in
settlement and complete release of all claims the Executive may have against the
Company other than those arising pursuant to payment of the Severance
Package.  The Executive acknowledges and agrees that execution of the
general release of claims in favor of the Company setting forth the terms of
this Section 9 and otherwise reasonably acceptable to the Company and the
Executive shall be a condition precedent to the Company’s obligation to pay the
Severance Package to the Executive.  The cash portion of the Severance
Package shall be due and payable by the Company within thirty (30) days after
applicable termination of employment.

     

    10.         Mitigation.  There
shall be no offset against amounts due the Executive under this Agreement on
account of any remuneration attributable to any subsequent employment that he
may obtain.

     

    
      
        
        

      

      
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    11.          Arbitration;
Expenses.


    a           In
the event of any dispute under the provisions of this Agreement other than a
dispute in which the sole relief sought is an equitable remedy such as an
injunction, the parties shall be required to have the dispute, controversy or
claim settled by arbitration in the City of San Diego, California in accordance
with the commercial arbitration rules then in effect of the American Arbitration
Association, before a panel of three arbitrators, two of whom shall be selected
by the Company and the Executive, respectively, and the third of whom shall be
selected by the other two arbitrators.  Any award entered by the
arbitrators shall be final, binding and non-appealable and judgment may be
entered thereon by either party in accordance with applicable law in any court
of competent jurisdiction.  This arbitration provision shall be
specifically enforceable.  The fees of the American Arbitration
Association and the arbitrators and any expenses relating to the conduct of the
arbitration (including reasonable attorneys’ fees and expenses) shall be paid as
determined  by the arbitrators.

    


    b.           In
the event of an arbitration or lawsuit by either party to enforce the provisions
of this Agreement following a Change in Control, if the Executive prevails on
any material issue which is the subject of such arbitration or lawsuit, he shall
be entitled to recover from the Company the reasonable costs, expenses and
attorneys’ fees he has incurred attributable to such issue.

    


    12.          Notices.  Any
notice required to be given hereunder shall be delivered personally, shall be
sent by first class mail, postage prepaid, return receipt requested, by
overnight courier, or by electronic mail or facsimile, to the respective parties
at the addresses given below, which addresses may be changed by the parties by
notice conforming to the requirements of this Agreement.

     

    


    
      
        	
                If
      to the Company:

              	
                At
      the Company’s primary executive office as set forth in the Company’s
      public filings.

              
	 
      	 
      
	
                With
      a required copy to:

              	
                Foley
      & Lardner LLP

                Attn:
      Kenneth D. Polin

                402
      W. Broadway, Suite 2100

                San
      Diego, CA 92101

                kpolin@foley.com

              
	 	 
	
                If
      to the Executive:

              	
                Georges
      J. Daou

                18632
      Via Catania

                Rancho
      Santa Fe, California 92091

                georgesjdaou@gmail.com

              


      

    

     

    Any such
notice deposited in the mail shall be conclusively deemed delivered to and
received by the addressee four (4) days after deposit in the mail, if all of the
foregoing conditions of notice shall have been satisfied.  All
facsimile communications shall be deemed delivered and received on the date of
the facsimile, if (i) the transmittal form showing a successful transmittal is
retained by the sender, and (ii) the facsimile communication is followed by
mailing a copy thereof to the addressee of the facsimile in accordance with this
section.  Any communication sent by overnight courier shall be deemed
delivered on the earlier of proof of actual receipt or the first day upon which
the overnight courier will guarantee delivery.

    


    13.          Contents of Agreement;
Amendment and Assignment.

     

    a           This
Agreement supersedes all prior agreements, including, without limitation, the
Original Agreement, and sets forth the entire understanding between the parties
hereto with respect to the subject matter hereof and cannot be changed,
modified, extended or terminated except upon written amendment approved by the
Company and executed on its behalf by a duly authorized officer.

     

    
      
         


      

      
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    b.           All
of the terms and provisions of this Agreement shall be binding upon and inure to
the benefit of and be enforceable by the respective heirs, executors,
administrators, legal representatives, successors and assigns of the parties
hereto, except that the duties and responsibilities of the Executive hereunder
are of a personal nature and shall not be assignable or delegable in whole or in
part by the Executive.

    


    14.           Severability.  If
any provision of this Agreement or application thereof to anyone or under any
circumstances is adjudicated to be invalid or unenforceable in any jurisdiction,
such invalidity or unenforceability shall not affect any other provision or
application of this Agreement which can be given effect without the invalid or
unenforceable provision or application and shall not invalidate or render
unenforceable such provision or application in any other
jurisdiction.  If any provision is held void, invalid or unenforceable
with respect to particular circumstances, it shall nevertheless remain in full
force and effect in all other circumstances.

     

    15.           Remedies Cumulative; No
Waiver.  No remedy conferred upon a party by this Agreement is
intended to be exclusive of any other remedy, and each and every such remedy
shall be cumulative and shall be in addition to any other remedy given hereunder
or now or hereafter existing at law or in equity.  No delay or
omission by a party in exercising any right, remedy or power hereunder or
existing at law or in equity shall be construed as a waiver thereof, and any
such right, remedy or power may be exercised by such party from time to time and
as often as may be deemed expedient or necessary by such party in its sole
discretion.

     

    16.           Beneficiaries;
References.  The Executive shall be entitled, to the extent
permitted under any applicable law, to select and change a beneficiary or
beneficiaries to receive any compensation or benefit payable hereunder following
the Executive’s death by giving the Company written notice
thereof.  In the event of the Executive’s death or a judicial
determination of his incompetence, reference in this Agreement to the Executive
shall be deemed, where appropriate, to refer to his beneficiary, estate or other
legal representative.

     

    17.           Captions.  All
section headings and captions used in this Agreement are for convenience only
and shall in no way define, limit, extend or interpret the scope of this
Agreement or any particular section hereof

     

    18.           Executed
Counterparts.  This Agreement may be executed in one or more
counterparts, all of which when fully-executed and delivered by all parties
hereto and taken together shall constitute a single agreement, binding against
each of the parties.  To the maximum extent permitted by law or by any
applicable governmental authority, any document may be signed and transmitted by
facsimile with the same validity as if it were an ink-signed
document.  Each signatory below represents and warrants by his
signature that he is duly authorized (on behalf of the respective entity for
which such signatory has acted) to execute and deliver this instrument and any
other document related to this transaction, thereby fully binding each such
respective entity.

     

    19.           Governing
Law.  This Agreement shall be governed by and interpreted under
the laws of the State of California without giving effect to any conflict of
laws provisions.

     

    [SIGNATURE
PAGE FOLLOWS]

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed
this Agreement as of the date first above written.

     

    
      
        	
                “Company”:

              	
                ATWOOD
      MINERAL & MINING CORP.

                a
      Nevada corporation

              
	 
      	 
      
	 
      	
                By:

              	
                  

              
	 
      	
                Print
      Name:

              	
                  

              
	 
      	
                Title:

              	
                  

              
	 
      	 
      
	
                “Executive”:

              	
                  

              
	 
      	
                Georges
      J. Daou

              


      

    

     

    [Signature
Page to Employment Agreement]

     

    
      
         


      

      
        10