Exhibit
10.47


EMPLOYMENT
CONTRACT


This Agreement,
dated for reference purposes only January 2, 2007, is entered into by and
between IWT Tesoro Corporation (hereinafter referred to as the “EMPLOYER,” “Company,”
or “IWTT”) having its principal place of business at 191 Post Road West,
Westport, CT 06880, and David W. Whitwell, (hereinafter referred to as the “EMPLOYEE”),
whose residence address is 5 Mohegan Lane, Rye Brook, NY 10573.


WHEREAS, the
EMPLOYER desires to retain the services of the EMPLOYEE; and


WHEREAS, the
EMPLOYER and EMPLOYEE desire to enter into this Agreement to set forth the
terms and conditions of the employment relationship between them;


NOW THEREFORE, in
consideration of the mutual covenants contained in this Agreement, and other
good and valuable consideration exchanged between the parties, the EMPLOYER and
the EMPLOYEE hereby agree as follows:


ARTICLE I

TERM OF EMPLOYMENT


1.01 - The term of
this Agreement will commence on November 11, 2006 (the “Commencement Date”) and
end on December 31, 2008.  Thereafter,
the Agreement will automatically renew on January 1 of each year for successive
one-year terms, unless either party gives written notice that it wishes not to
renew at least 90 days prior to the then current termination date.  This Agreement may be terminated earlier as
provided below in Article VII.  If the
Company terminates the EMPLOYEE without cause during the original or any
successive term or gives notice of non-renewal at the end of the original or
subsequent term, the Company will continue his base salary after the
termination date for six months, unless Section 1.02 is applicable.  Payments pursuant to Section 1.02 will
satisfy this severance requirement.


1.02 - If there is
a “change of control” of IWTT (as defined below), and if within 365 days after
the change of control (i) the EMPLOYEE is terminated without cause (as defined
in Article VII), or (ii) if the Employee elects to terminate this Agreement for
“good reason” as defined below, then EMPLOYER will pay the EMPLOYEE in a lump
sum an amount equal to his Base Salary (as set forth on Exhibit A), Additional
Compensation (as set forth on Exhibit B, excluding the stock grant set forth in
Section 2), and most recent Bonus (as set forth on Exhibit C, excluding Section
2). “Change of control” is defined to occur when there is a sale or other
disposition of all or substantially all of the assets or business of IWT and
its subsidiaries.  “Good reason” is
defined to include a reduction of the EMPLOYEE’S Base Salary other than in
connection with an across-the-board salary reduction applicable to all
executive officers of the Company, a demotion or removal from office, or a
material reduction in his duties and responsibilities.


ARTICLE
II

DUTIES OF EMPLOYEE


2.01- The EMPLOYEE
is employed as Chief Financial Officer of IWTT, reporting to the Chairman of
IWTT.  His responsibilities and authority
will include corporate accounting, the relationship with outside auditors, and
the completion and filing of periodic SEC reports for IWTT and its subsidiaries,
including the preparation of consolidated financial statements.  The EMPLOYEE will also participate in IWTT’s
banking, investment banking relationships, and merger and acquisition
activity.  He will assist in establishing
the financial components of new corporate opportunities.  These responsibilities may be amended by IWTT’s
Chairman from time to time.  The EMPLOYEE
shall devote his entire work time to the business of the EMPLOYER and shall
perform all employment duties in compliance with the directions of the IWTT’s
Board of Directors.









 



2.02 - At the
commencement of the employment, the EMPLOYEE will be based at the Company’s
offices in Westport, CT, and will travel to the Company’s other offices as
necessary pursuant to the Company’s expense reimbursement policy.  It is possible that the Company would require
the EMPLOYEE to relocate.  In that event,
the EMPLOYEE will be eligible for the Company’s standard relocation package.


HOURS OF
EMPLOYMENT


2.03- The EMPLOYEE
shall work such hours as are reasonably necessary to fulfill the duties of his
position as an employee and as may be further defined by the Board of Directors
from time to time.


ENGAGING
IN OTHER EMPLOYMENT


2.04- The EMPLOYEE
agrees to use his best efforts, skill and experience in connection with his
employment, shall devote faithful service, including substantially all of his
business time and attention, to such employment and shall not engage in any
activity of any nature whatsoever that would in any way materially interfere
with his so devoting his service, business time and attention to his duties
under this Agreement.


ARTICLE
III


COMPENSATION
OF EMPLOYEE AND EMPLOYEE BENEFITS


3.01- As
compensation for the services rendered under this Agreement, the EMPLOYEE shall
be entitled to receive from the EMPLOYER: a Base Salary as set forth on Exhibit
A;  Additional Compensation as set forth
on Exhibit B; and to participate in the Bonus Program set forth on Exhibit
C.  The EMPLOYEE shall be eligible for a
review of performance and compensation on January 1, 2008 and on an annual
basis thereafter.


ARTICLE
IV


VACATION
PAY


4.01- The EMPLOYEE
shall be entitled to an annual leave of three (3) weeks each calendar year with
full pay, which leave shall not interfere with the effective operation of the
EMPLOYER corporation.


4.02- The EMPLOYEE
shall be entitled to normal annual holidays determined from time to time by the
Compensation Committee as designated by the Board of Directors of EMPLOYER with
full pay.


4.03- The EMPLOYEE
shall not be entitled to carry over unused vacation and/or holiday leave to
succeeding years, and shall be deemed to have lost any unused leave.


ARTICLE V

REIMBURSEMENT OF EMPLOYEE EXPENSES


5.01- The EMPLOYER
shall reimburse the EMPLOYEE for reasonable out-of-pocket expenses incurred in
connection with the performance of the EMPLOYEE’s duties pursuant to the
Agreement upon the presentation of itemized accounts and receipts, subject to
the EMPLOYER’s policies.  The EMPLOYER in
its reasonable discretion shall reimburse the EMPLOYEE for expenses related to
any continuing educational courses, licenses, or professional associations
required for the EMPLOYEE to perform his duties.


ARTICLE
VI

PROHIBITION ON DISCLOSURE OF CONFIDENTIAL
INFORMATION


6.01- EMPLOYEE
acknowledges he will have access to operating financial and other information
of EMPLOYER and customers of the EMPLOYER including, without limitation,
procedures, business strategies, and prospects and opportunities, techniques,
methods and information about, or received by it, from its customers and that
divulgence will irreparably harm the EMPLOYER (“Confidential Information”).  EMPLOYEE also acknowledges that the foregoing
provides EMPLOYER with a competitive advantage (or that could be used to the
disadvantage of the EMPLOYER by a competitor). 
EMPLOYEE also acknowledges the interest of the EMPLOYER in maintaining
the 









 



confidentiality of
such information and EMPLOYEE shall not, nor any person acting on behalf of
EMPLOYEE, divulge, disclose or make known in any way or use for the individual
benefit of EMPLOYEE or others any of such Confidential Information. The
foregoing is not applicable to such Confidential Information that is
established by EMPLOYER to be in the public domain otherwise than as a result
of its unauthorized disclosure by EMPLOYEE or any other person.


6.02- The
customers of the EMPLOYER entrust the EMPLOYER with responsibility for their
business in the expectation that the EMPLOYER will hold all such matters,
including in some cases the fact that they are doing business with the EMPLOYER
and the specific transactions in which they are engaged, in the strictest
confidence (“Customer Confidences”). EMPLOYEE covenants that after the
termination of his employment with the EMPLOYER, he will hold all Customer
Confidences in a fiduciary capacity and will not directly or indirectly
disclose or use such information.


6.03- Employee
hereby assigns to the EMPLOYER his entire right, title and interest in any
idea, concept, technique, invention and related documentation, other works of
authorship, and the like (all hereinafter called “Developments”) made,
conceived, written or otherwise created solely by him or jointly with others,
whether or not such Developments are patentable, subject to copyright
protection or susceptible to any other form of protection which relate to the
actual business or research or development of the EMPLOYER. EMPLOYEE, after the
termination of its employment with EMPLOYER, shall return to the EMPLOYER (and
shall not retain any copies or excerpts therefrom) all documents, notes,
analyses or compilations, including all copies thereof, and all other property
relating to the EMPLOYER (“Employer Documents”) including, but not limited to,
documents generated by EMPLOYEE pursuant to his relationship with the EMPLOYER.


6.04- EMPLOYEE
acknowledges that the EMPLOYER has a compelling business interest in preventing
unfair competition stemming from the use or disclosure of Customer Confidences
and Confidential Information in the event that, after any termination of the
EMPLOYEE, EMPLOYEE goes to work or becomes affiliated with a competitor of the
EMPLOYER.


6.05- EMPLOYEE
further acknowledges that all customers he serviced or dealt with while
employed with the EMPLOYER are customers of the EMPLOYER and not EMPLOYEE’s
personally.  EMPLOYEE also acknowledges
that, by virtue of his employment with the EMPLOYER, EMPLOYEE has gained or
will gain knowledge of the identity, characteristics and preferences of the
customers of the EMPLOYER, and that EMPLOYEE will not use such Customer Confidences
and Confidential Information at any time.


EMPLOYEE
STATEMENTS CONCERNING THE EMPLOYER


6.06- The EMPLOYEE
undertakes that at all times, now or hereafter, he will always speak of the
EMPLOYER on a positive basis and that he will not, directly or indirectly,
disparage the business or reputation of the EMPLOYER to any accounts, customers
or clients, or any other person.


RETURN OF
COMPANY PROPERTY AND DOCUMENTS


6.08- On
termination of the EMPLOYEE’s employment with the Company, or at any time upon
the request of the Board of Directors the EMPLOYER, or its affiliates, the
EMPLOYEE shall return to the EMPLOYER all 
documents, including all copies thereof, and all other property relating
to the business or affairs of the EMPLOYER, including, without limitation,
customer lists, agents or representatives lists, commission schedules and
information manuals, letters, materials, reports, lists and records, credit
cards paid for by the Company, computers, telephones, personal digital
assistants and similar devices, and keys to Company facilities (all such
documents and other property being hereinafter referred to collectively as the “Materials”),
in his possession or control, no matter from whom or in what manner he may have
acquired such property.  The EMPLOYEE acknowledges
and agrees that all of the Materials are property of the EMPLOYER and releases
all claims of right of ownership thereto.









 



ARTICLE
VII

TERMINATION OF EMPLOYMENT


7.01- Termination
for Cause.


i.       The parties agree that if the EMPLOYEE
shall violate any provision of this Agreement, the EMPLOYEE’s employment with
the EMPLOYER and all of his rights may be terminated immediately for such cause
at the option of the EMPLOYER. Notice of termination shall be given via hand
delivery or by certified mail sent to the last known address of the EMPLOYEE.


ii.      The EMPLOYER may terminate the EMPLOYEE’s
employment with the Company for “Cause.” For the purposes of this Agreement, “cause”
shall include, without limitation, the following:


1.          Failure or neglect by EMPLOYEE to
perform the duties of is position;


2.          Failure of EMPLOYEE to obey lawful
orders given by the Company or supervisors;


3.          Misconduct in connection with the
performance of any of the EMPLOYEE’s duties, including without limitation,
misappropriation of funds or property of the Company, 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;


4.          Commission by EMPLOYEE of an act
involving moral turpitude, dishonesty, theft, or unethical business conduct,
conduct that impairs or injures the reputation of, or harms, the Company;


5.          Disloyalty by EMPLOYEE, including
without limitation, aiding a competitor;


6.          Failure by EMPLOYEE to devote his full
time and best efforts to the Company’s business and affairs;


7,          Failure by EMPLOYEE to work exclusively
for the Company;


8.          Failure to cooperate fully in an
investigation by the Company;


9.          Any breach of this Agreement or Company
rules; or


10.        Any other act of misconduct by EMPLOYEE.


7.02- In the event
of a termination of this Agreement by the EMPLOYER as set forth above, the
EMPLOYEE shall be entitled to the compensation and any benefits earned by him
prior to the date of termination as provided in this Agreement, computed
pro-rata up to and including that date.


7.03- The EMPLOYEE
may terminate this Agreement by giving the EMPLOYER three (3) months prior
written notice.  During the notice
period, the EMPLOYEE shall continue to perform all duties required and shall be
compensated pursuant to this Agreement. 
At the conclusion of the notice period, the EMPLOYEE will not be
entitled to any other compensation under this Agreement.


7.04- This
Agreement shall terminate upon the death of the EMPLOYEE, in which event the
EMPLOYER shall pay the EMPLOYEE’s estate the compensation and any benefits
earned by him prior to the date of death as provided in this Agreement,
computed pro-rata up to and including that date.  The EMPLOYEE’s estate will not be entitled to
any other compensation under this Agreement.


7.05- If, during
the Employment term, in the opinion of the EMPLOYER, the EMPLOYEE, because of
physical or mental illness or incapacity, shall become unable to perform
substantially all of the duties and services required of him under this
Agreement for a period of six months in the aggregate during any 12-month
period, the Company may, upon at least ten (10) days’ prior written notice
given at any time after expiration of such six-month day period, notify the
EMPLOYEE of its intention to terminate this Agreement as of the date set forth
in the notice.  In case of such
termination, the EMPLOYEE shall be entitled to receive salary, benefits, and
reimbursable expenses owing to him through the date of termination.  Thereafter, the EMPLOYER shall have no
further obligation or liability to the EMPLOYEE pursuant to this Agreement.









 



ARTICLE
VIII

GENERAL PROVISIONS


8.01- Any notices
to be given under this Agreement by either party to the other may be effected
either by personal delivery in writing or by certified mail with postage
prepaid and return receipt requested. Mail notices shall be addressed to the
parties at the addresses appearing in the introductory paragraph of this
Agreement, but each party may change the address by written notice in
accordance with this paragraph. Notice delivered personally shall be deemed
communicated as of actual receipt; mail notices shall be deemed communicated as
of three (3) days after mailing.


8.02- If any
provision in this Agreement is held by a Court of competent jurisdiction to be
invalid, void or unenforceable, the remaining provisions shall nevertheless
continue in full force without being impaired or invalidated in any way.


8.03- In the event
of merger, consolidation, or liquidation of the EMPLOYER, or in the event of a
sale or transfer of substantially all of the operating assets of the EMPLOYER
to any other person, firm, corporation, association or other entity, the
provisions of this Agreement shall inure to the benefit of, and be binding
upon, the surviving corporation or such purchaser or transferee, as the case
may be, and be binding on the EMPLOYEE. 
Neither this Agreement, nor any of EMPLOYEE’s rights, powers, duties, or
obligations hereunder, may be assigned by the EMPLOYEE.


8.04- Any waiver
or consent from the EMPLOYER with respect to any term or provision of this
Agreement or any other aspect of EMPLOYEE’s conduct or employment shall be effective
only in the specific instance and for the specified purpose for which given and
shall not be deemed, regardless of the frequency given, to be a further or
continuing waiver or consent.  The
failure or delay of the EMPLOYER at any time or times to require performance,
or to exercise any of its powers, right, or remedies with respect to any term
or provision of this Agreement or any other aspect of EMPLOYEE’s conduct or
employment in no manner, except as expressly provided herein, shall affect the
EMPLOYER’s right at a later time to enforce such term or provision.


8.05- If either
party to this Agreement commences any legal proceeding for the enforcement of
the terms and conditions of this Agreement, or the breach thereof, each party
shall pay its own attorneys’ fees and costs of such actions of any appellate
proceedings associated therewith.


8.06- This
Agreement shall be governed by and construed in accordance with the laws of the
State of Connecticut, without giving effect to its conflict of law provisions.  Venue of any legal proceedings arising out of
this Agreement shall be in Fairfield County, Connecticut, without giving effect
to any conflict of laws principles.


8.07- This
Agreement represents the entire understanding between the parties with respect
to the subject matter and supersedes any and all other agreements, either oral
or in writing between the parties with respect to the employment of the
EMPLOYEE by the EMPLOYER and contains all of the covenants and agreements
between the parties with respect to the employment in any manner
whatsoever.  Each party acknowledges that
no representations, inducements, promises, or agreements, orally or otherwise,
have been made by any party, or by anyone acting on behalf of any party, that
are not embodied in this Agreement, and that no other agreement, statement, or
promise, not contained in this Agreement shall be valid or binding.  Any modification of this Agreement shall be
effective only if in writing signed by the parties hereto.


IN WITNESS
WHEREOF, the parties have duly executed this Agreement as of the day and year
first written above.


	
  DAVID W. WHITWELL

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  IWT TESORO
  CORPORATION

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
						



 









 



EXHIBIT A


COMPENSATION
— Base Salary


Base Salary:
$200,000.00 per annum.


EXHIBIT B


COMPENSATION
— Other Compensation


1. Monthly car
allowance: $750.00


2. The EMPLOYEE
will be granted 30,000 shares of the Common Stock of IWTT pursuant to the terms
of its Stock Incentive Plan.


EXHIBIT C


COMPENSATION
— Bonus Program


1. The EMPLOYEE will be
eligible to participate on a pro rata basis in the bonus plan that is
applicable to general management of the Company for calendar year 2006, and the
plan that is developed for calendar year 2007.


2. The EMPLOYEE will be
eligible for a supplemental bonus 12 months after his Commencement Date of up
to 50,000 shares of the Common Stock of IWTT, calculated on the percentage
reduction in outside professional fees incurred by the Company.  He will be eligible for a grant of 50,000
shares if the above fees are reduced by 30% or more from the prior 12-month
period, and a grant of 25,000 shares if the fees are reduced between 15% and
29% from the prior period.  The Company
will consider granting additional shares to cover the potential income tax
liability created by the difference between the fair market value of the stock
at the commencement of employment and the date of the bonus grant.  For purposes of calculating the bonus grant,
any outside professional fees associated with acquisitions, new subsidiaries,
or business lines outside the normal course of business will be excluded from
the calculation.