EMPLOYMENT SERVICES AGREEMENT


 


This Employment Services Agreement (the “Agreement”)
is entered into as of the 17th day of January, 2012, by and between DYNASTAR HOLDINGS, INC., a Nevada corporation, with
a business address of 1311 Herr Lane, Suite 205, Louisville, KY 40222 (the “Company”), and Robert Mohr,
an individual residing at 2641 Whittier Avenue, Louisville, KY 40205 “Executive”). 


 


INTRODUCTION


 


WHEREAS, the Company desires
to employ the Executive under the title and capacity set forth on Schedule A hereto and the Executive desires to be employed
by the Company in such capacity, subject to the terms of this Agreement;


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the premises and mutual promises herein below set forth, the parties hereby agree as follows:


 


1.            Employment Period.
The term of the Executive’s employment by the Company pursuant to this Agreement (the “Employment Period”)
shall commence upon the date hereof (the “Effective Date”) and shall continue for that period of calendar months
from the Effective Date set forth on Schedule A hereto. Thereafter, the Employment Period shall automatically renew for
successive periods of one (1) year each, unless either party shall have given to the other at least thirty (30) days’ prior
written notice of their intention not to renew the Executive’s employment prior to the end of the Employment Period or the
then applicable renewal term, as the case may be. In any event, the Employment Period may be terminated as provided herein.


 


2.            Employment; Duties.


 


(a)         General.         Subject
to the terms and conditions set forth herein, the Company shall employ the Executive to act for the Company during the Employment
Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and
responsibilities of the Executive shall include such duties and responsibilities appropriate to such office as the Company’s
Board of Directors (the “Board”) may from time to time reasonably assign to the Executive, as initially specified
on Schedule A attached hereto, with such authority and responsibilities, including Company-wide executive, administrative
and finance functions as are normally associated with and appropriate for such position.


 


(b)         Executive recognizes
that during the period of Executive's employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive
will use Executive's good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s
subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive
shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an
executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the name and
business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement
professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established
by the Company and the industry from time to time.


 






    	 



    	 



    


 

(c)         However,
the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities
and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company,
as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and
(ii) Executive may participate as a non-employee director and/or investor in other companies and projects as described by Executive
to the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful
performance of his duties to the Company.

 


(d)         Place of Employment.   The Executive’s services shall be performed at the Company’s offices located in Louisville, Kentucky, any other locus
where the Company now or hereafter has a business facility and at any other location where Executive’s presence is necessary
to perform his duties. The parties acknowledge, however, that the Executive may be required to travel in connection with the performance
of her duties hereunder.


 


3.            Base
Salary. The Executive shall be entitled to receive a salary from the Company during the Employment Period at a rate per year
indicated on Schedule A hereto (the “Base Salary”). Once the Board has established the Base Salary,
such Base Salary may be increased on each anniversary of the Effective Date, at the Board’s sole discretion. The parties
expressly agree that what the Executive receives now or in the future, in addition to the regular Base Salary, whether this be
in the form of benefits or regular or occasional aid/assistance, such as recreation, club memberships, meals, education for his
family, vehicle, lodging or clothing, occasional bonuses or anything else he receives, during the Employment Period and any renewals
thereof, in cash or in kind, shall not be deemed as salary. However, because the Company is a public company subject to the reporting
requirements of, inter alia, the US Securities and Exchange Commission (the “SEC”), both parties acknowledge that
the Executive’s annual compensation (as determined by the rules of the SEC or any other regulatory body or exchange having
jurisdiction), which may include some or all of the foregoing, may be required to be publicly disclosed.


 


4.            Bonus. (a)
The Company may pay the Executive an annual bonus (the “Annual Bonus”), at such time and in such amount as may
be determined by the Board in its sole discretion. The Board may or may not determine that all or any portion of the Annual Bonus
shall be earned upon the achievement of operational, financial or other milestones (“Milestones”) established
by the Board in consultation with the Executive and that all or any portion of any Annual Bonus shall be paid in cash, securities
or other property.


 


(b)
The Executive shall be eligible to participate in any other bonus or incentive program established by the Company for executives
of the Company.            






    	2



    	 



    
 


5.            Other
Benefits


 


(a)        Stock Option Grant.The
Executive shall be entitled to receive those stock options under the Company’s 2011 Equity Incentive Plan as specified in
Schedule A hereto. Any additional option grants to the Executive shall be at the option of the Board.


 


(b)        Insurance and Other
Benefits. During the Employment Period, the Executive and the Executive’s dependents shall be entitled to participate
in the Company’s insurance programs and any ERISA benefit plans, as the same may be adopted and/or amended from time to time
(the “Benefits”). The Executive shall be entitled to paid personal days on a basis consistent with the Company’s
other senior executives, as determined by the Board. The Executive shall be bound by all of the policies and procedures established
by the Company from time to time. However, in case any of those policies conflict with the terms of this Agreement, the terms of
this Agreement shall control.


 


(c)        Vacation. During
the Employment Period, the Executive shall be entitled to an annual vacation of at least that number of working days set forth
on Schedule A hereto.


 


(d)        Expense Reimbursement.
The Company shall reimburse the Executive for all reasonable business, promotional, travel and entertainment expenses incurred
or paid by the Executive during the Employment Period in the performance of Executive’s services under this
Agreement, provided that the Executive furnishes to the Company appropriate documentation required by the Internal Revenue Code
in a timely fashion in connection with such expenses and shall furnish such other documentation and accounting as the Company
may from time to time reasonably request.


 


6.            Termination; Compensation
Due. The Executive's employment hereunder may terminate, and the Executive’s right to compensation for periods
after the date the Executive’s employment with the Company terminates shall be determined, in accordance with the
provisions of paragraphs (a) through (e) below:


 


(a)         Voluntary Resignation;
Termination without Cause.


 


(i) Voluntary
Resignation.The Executive may terminate his employment at any time upon thirty (30) days prior written notice to the
Company. In the event of the Executive’s voluntary termination of his employment other than for Good Reason (as
defined below), the Company shall have no obligation to make payments to the Executive in accordance with the provisions of
Sections 3 or 4 above, except as otherwise required by this Agreement or by applicable law, or to provide the benefits
described in Section 5 above, for periods after the date on which the Executive's employment with the Company terminates due
to the Executive 's voluntary termination, except for the payment of the Base Salary accrued through the date of such
resignation.


 






    	3



    	 



    
  


(ii)
Termination without Cause. The Company may terminate the Executive’s employment
with the Company at any time with or without cause, by delivery to the Executive of a written notice of termination from the Chief
Executive Officer of the Company.


 


(A)    If
the Executive’s employment is terminated by the Company without Cause, the Company shall (x) continue to pay the Executive
the Base Salary (at the rate in effect on the date the Executive’s employment is terminated) until
the end of the Severance Period (as defined in Section 6(e) below), (y) with respect to the Annual Bonus, to the extent the Milestones
are achieved, pay the Executive a pro rata portion of the Annual Bonus for the year of the Employment
Period on the date such Annual Bonus would have been payable to the Executive had the Executive
remained employed by the Company, and (z) pay any other accrued compensation and Benefits. The Executive shall
not have any further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination
of employment. 


 


(B)    If,
following a termination of employment without Cause, the Executive breaches the provisions of Sections 7, 8 or 9 hereof,
the Executive shall not be eligible, as of the date of such breach, for the payments and benefits described in Section 6
(a)(ii), and any and all obligations and agreements of the Company with respect to such payments shall thereupon cease.


 


(b)          Discharge for Cause.
Upon written notice to the Executive, the Company may terminate the Executive’s employment for “Cause” if any
of the following events shall occur:


 


(i)            any
act or omission that constitutes a material breach by the Executive of any of his obligations under this Agreement;


 


(ii)           the
willful and continued failure or refusal of the Executive to satisfactorily perform the duties reasonably required of him as an
employee of the Company;


 


(iii)          the
Executive’s conviction of, or plea of nolo contendere to, (i) any felony or (ii) a crime involving dishonesty
or moral turpitude or which could reflect negatively upon the Company or otherwise impair or impede its operations;


 


(iv)      the
Executive’s engaging in any misconduct, negligence, act of dishonesty (including, without limitation, theft or embezzlement),
violence, threat of violence or any activity that could result in any violation of federal securities laws, in each case, that
is injurious to the Company or any of its Affiliates;


 


(v)           the
Executive’s material breach of a written policy of the Company or the rules of any governmental or regulatory body applicable
to the Company;


 


(vi)          the
Executive’s refusal to follow the directions of the Board;


  



    	4



    	 



    



  


(vii)          any
other willful misconduct by the Executive which is materially injurious to the financial condition or business reputation of the
Company or any of its Affiliates, or


 


(viii)     
the Executive’s breach of his obligations under Section 7, 8 or 9 of this Agreement.


 


In the event the
Executive is terminated for Cause, the Company shall have no obligation to make payments to the Executive in accordance with
the provisions of Sections 3 or 4 above, or, except as otherwise required by law, to provide the benefits described in
Section 5 above, for periods after the Executive's employment with the Company is terminated on account of the Executive's
discharge for Cause except for the then applicable Base Salary accrued through the date of such termination.


 


(c)           Disability.
The Company shall have the right, but shall not be obligated to terminate the Executive's employment hereunder in the event
the Executive becomes disabled such that he is unable to discharge his duties to the Company for a period of ninety
(90) consecutive days or one hundred twenty (120) days in any one hundred eighty (180) consecutive day period, provided longer
periods are not required under applicable local labor regulations (a "Permanent Disability"). In the event of
a termination of employment due to a Permanent Disability, the Company shall be obligated to continue to make payments to the Executive
in an amount equal to the then applicable Base Salary for the Severance Period (as defined below) after the Executive’s
employment with the Company is terminated due to a Permanent Disability. A determination of a Permanent Disability shall be made
by a physician satisfactory to both the Executive and the Company; provided, however, that if the Executive and the
Company do not agree on a physician, the Executive and the Company shall each select a physician and those two physicians together
shall select a third physician, whose determination as to a Permanent Disability shall be binding on all parties.


 


(d)            Death. The
Executive's employment hereunder shall terminate upon the death of the Executive. The Company shall have no obligation to
make payments to the Executive in accordance with the provisions of Sections 3 or 4 above, or, except as otherwise
required by law or the terms of any applicable benefit plan, to provide the benefits described in Section 5 above, for
periods after the date of the Executive's death except for then applicable Base Salary earned and accrued through the date of
death, payable to the Executive or his successor.


 


(e)             Termination for
Good Reason. The Executive may terminate this Agreement at any time for Good Reason. In
the event of termination under this Section 6(e), the Company shall pay to the Executive severance
in an amount equal to the then applicable Base Salary for a period equal to the number of months set forth on Schedule A hereto
(the “Severance Period”), subject to the Executive’s continued compliance
with Sections 7, 8 and 9 of this Agreement for the applicable Severance Period following the Executive’s termination, and
subject to the Company’s regular payroll practices and required withholdings. Such severance shall be reduced by any cash
remuneration paid to the Executive because of the Executive’s employment or self-employment during the Severance Period.
The Executive shall continue to receive all Benefits during the Severance Period. The Executive shall
not have any further rights under this Agreement or otherwise to receive any other compensation or benefits after such resignation.
For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s
express written consent):


 






    	5



    	 



    



 


(i) the assignment
to the Executive of duties that are significantly different from, and that result in a substantial diminution of, the duties that
he assumed on the Effective Date;


 


(ii) removal of
the Executive from his position as indicated on Schedule A hereto, or the assignment to the Executive of duties that
are significantly different from, and that result in a substantial diminution of, the duties that he assumed under this Agreement,
within twelve (12) months after a Change of Control (as defined below);


 


(iii) a reduction
by the Company in the then applicable Base Salary or other compensation, unless said reduction is pari passu with other senior
executives of the Company;


  


(iv) the taking of any action by the Company that would, directly or indirectly, materially reduce the Executive’s
benefits, unless said reductions are pari passu with other senior executives of the Company; or





  


(v) a breach
by the Company of any material term of this Agreement that is not cured by the Company within 30 days following receipt by the
Company of written notice thereof.


 


For purposes of this Agreement,
“Change of Control” shall mean the occurrence of any one or more of the following: (i) the accumulation, whether directly,
indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of 50% or more of the shares of the outstanding
equity securities of the Company, (ii) a merger or consolidation of the Company in which the Company does not survive as an
independent company or upon the consummation of which the holders of the Company’s outstanding equity securities prior to
such merger or consolidation own less than 50% of the outstanding equity securities of the Company after such merger or consolidation,
or (iii) a sale of all or substantially all of the assets of the Company; provided, however, that the following acquisitions
shall not constitute a Change of Control for the purposes of this Agreement: (A) any acquisitions of common stock or securities
convertible into common stock directly from the Company, or (B) any acquisition of common stock or securities convertible into
common stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.


 


(f)    Notice
of Termination.    Any termination of employment by the Company or the Executive shall be
communicated by a written ‘‘Notice of Termination’’ to the other party hereto given in accordance
with Section 15 of this Agreement. In the event of a termination by the Company for Cause, the Notice of Termination
shall (i) indicate the specific termination provision in this Agreement relied upon, (ii) set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the
provision so indicated and (iii) specify the date of termination, which date shall be the date of such notice. The
failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes
to a showing of Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the
Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the
Company’s rights hereunder.


 






    	6



    	 



    



 


(g)    Resignation
from Directorships and Officerships.    The termination of the Executive’s employment for any reason
will constitute the Executive’s resignation from (i) any director, officer or employee position the Executive has with
the Company or any of its Affiliates, and (ii) all fiduciary positions (including as a trustee) the Executive holds with respect
to any employee benefit plans or trusts established by the Company. The Executive agrees that this Agreement shall serve as written
notice of resignation in this circumstance, unless otherwise required by any plan or applicable law.


 


7.            Non-Competition;
Non-Solicitation.


 


(a)          For the duration of
the Employment Period and, unless the Company terminates the Executive’s employment without Cause, during the Severance Period
(the “Non-compete Period”), the Executive shall not, directly or indirectly, except as specifically provided
in the last sentence of Section 2(b), engage or invest in, own, manage, operate, finance, control or participate in the ownership,
management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend any credit
to, or render services or advice to, any business, firm, corporation, partnership, association, joint venture or other entity that
engages or conducts any business the same as or substantially similar to the Business or any other business engaged in or proposed
to be engaged in or conducted by the Company and/or any of its Affiliates during the Employment Period, or then included in the
future strategic plan of the Company and/or any of its Affiliates, anywhere within the states in which the Company or any of its
Affiliates at that time is operating; provided, however, that the Executive may
own less than 5% in the aggregate of the outstanding shares of any class of securities of any
enterprise (but without otherwise participating in the activities of such enterprise) including those engaged in the mining business,
other than any such enterprise with which the Company competes or is currently engaged in a joint venture, if such securities are
listed on any national or regional securities exchange or have been registered under Section 12(b) or (g) of the Exchange Act.
Notwithstanding the foregoing, if the Executive shall present to the Board any opportunity within the scope of the prohibited activities
described above, and the Company shall not elect to pursue such opportunity within a reasonable time, then the Executive shall
be permitted to pursue such opportunity, subject to the requirements of Section 2(b).


 


(b)          During the Employment
Period and for a period of twelve (12) months following termination of the Executive’s employment with the Company, the Executive
shall not:


 


(i) persuade, solicit
or hire, or attempt to recruit, persuade, solicit or hire, any employee, or independent contractor of, or consultant to, the Company,
or its Affiliates, to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or
independent contractor is party to an employment agreement; or


  



    	7



    	 



    



  


(ii) attempt in
any manner to solicit or accept from any customer or client of the Company or any of its Affiliates, with whom the Company or any
of its Affiliates had significant contact during the term of the Agreement, business of the kind or competitive with the business
done by the Company or any of its Affiliates with such customer or to persuade or attempt to persuade any such customer to cease
to do business or to reduce the amount of business which such customer has customarily done or is reasonably expected to do with
the Company or any of its Affiliates or if any such customer elects to move its business to a person other than the Company or
any of its Affiliates, provide any services (of the kind or competitive with the Business of the Company or any of its Affiliates)
for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person.


 


The Executive recognizes
and agrees that because a violation by the Executive of his obligations under this Section 7 will cause irreparable harm to the
Company that would be difficult to quantify and for which money damages would be inadequate, the Company shall have the right to
injunctive relief to prevent or restrain any such violation, without the necessity of posting a bond. The Non-compete Period will
be extended by the duration of any violation by the Executive of any of his obligations under this Section 7.


 


The Executive expressly
agrees that the character, duration and scope of the covenant not to compete are reasonable in light of the circumstances as they
exist at the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of
competent jurisdiction at a later date that the character, duration or geographical scope of the covenant not to compete is unreasonable
in light of the circumstances as they then exist, then it is the intention of the Executive, on the one hand, and the Company,
on the other, that the covenant not to compete shall be construed by the court in such a manner as to impose only those restrictions
on the conduct of the Executive which are reasonable in light of the circumstances as they then exist and necessary to assure the
Company of the intended benefit of the covenant not to compete.


 


8.           Inventions and
Patents. The Executive acknowledges that all inventions, innovations, improvements, know-how, plans, development, methods,
designs, analyses, specifications, software, drawings, reports and all similar or related information (whether or not patentable
or reduced to practice) which related to any of the Company’s actual or proposed business activities and which are created,
designed or conceived, developed or made by the Executive during the Executive’s past or future employment by the Company
or any Affiliates, or any predecessor thereof (“Work Product”), belong to the Company, or its Affiliates, as applicable.
Any copyrightable work falling within the definition of Work Product shall be deemed a “work made for hire” and ownership
of all right title and interest shall rest in the Company. The Executive hereby irrevocably assigns, transfers and conveys, to
the full extent permitted by law, all right, title and interest in the Work Product, on a worldwide basis, to the Company to the
extent ownership of any such rights does not automatically vest in the Company under applicable law. The Executive will promptly
disclose any such Work Product to the Company and perform all actions requested by the Company (whether during or after employment)
to establish and confirm ownership of such Work Product by the Company (including without limitation, assignments, consents, powers
of attorney and other instruments).


  



    	8



    	 



    



   


9.            Confidentiality
Covenants.


 


(a)        The Executive understands
that the Company and/or its Affiliates, from time to time, may impart to the Executive confidential information, whether such information
is written, oral or graphic.


 


For purposes of this
Agreement, “Confidential Information” means information, which is used in the business of the Company or its Affiliates
and (i) is proprietary to, about or created by the Company or its Affiliates, (ii) gives the Company or its Affiliates
some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental
to the interests of the Company or its Affiliates, (iii) is designated as Confidential Information by the Company or its Affiliates,
is known by the Executive to be considered confidential by the Company or its Affiliates, or from all the relevant circumstances
should reasonably be assumed by the Executive to be confidential and proprietary to the Company or its Affiliates, or (iv) is
not generally known by non-Company personnel. Such Confidential Information includes, without limitation, the following types of
information and other information of a similar nature (whether or not reduced to writing or designated as confidential):


 


(i) Internal personnel
and financial information of the Company or its Affiliates, vendor information (including vendor characteristics, services, prices,
lists and agreements), purchasing and internal cost information, internal service and operational manuals, and the manner and methods
of conducting the business of the Company or its Affiliates;


 


(ii) Marketing
and development plans, price and cost data, price and fee amounts, pricing and billing policies, bidding, quoting procedures, marketing
techniques, forecasts and forecast assumptions and volumes, and future plans and potential strategies (including, without limitation,
all information relating to any acquisition prospect and the identity of any key contact within the organization of any acquisition
prospect) of the Company or its Affiliates which have been or are being discussed;


 


(iii) Names of
customers and their representatives, contracts (including their contents and parties), customer services, and the type, quantity,
specifications and content of products and services purchased, leased, licensed or received by customers of the Company or its
Affiliates; and


 


(iv) Confidential
and proprietary information provided to the Company or its Affiliates by any actual or potential customer, government agency or
other third party (including businesses, consultants and other entities and individuals).


 


The Executive hereby acknowledges
the Company’s exclusive ownership of such Confidential Information.


  



    	9



    	 



    



   


(b)         The Executive agrees as follows: (1) only to use the Confidential Information to provide services to the Company and its
Affiliates; (2) only to communicate the Confidential Information to fellow employees, agents and representatives on a
need-to-know basis; and (3) not to otherwise disclose or use any Confidential Information, except as may be required by law
or otherwise authorized by the Board. Upon demand by the Company or upon termination of the Executive’s employment, the
Executive will deliver to the Company all manuals, photographs, recordings and any other instrument or device by which,
through which or on which Confidential Information has been recorded and/or preserved, which are in the Executive’s
possession, custody or control.


 


10.            Representation.
The Executive hereby represents that the Executive’s entry into this Employment Agreement and performance of the services
hereunder will not violate the terms or conditions of any other agreement to which the Executive is a party.


 


11.            Arbitration.
In the event of any breach arising from the performance of this Agreement, either party may request arbitration. In such event,
the parties will submit to arbitration by a qualified arbitrator with the definition and laws of the State of New York. Such arbitration
shall be final and binding on both parties.


 


12.            Governing Law/Jurisdiction.
This Agreement and any disputes or controversies arising hereunder shall be construed and enforced in accordance with and governed
by the internal laws of the State of New York without regard to the conflicts of laws principles thereof.


 


13.            Public Company Obligations.
Executive acknowledges that the Company is a public company whose Common Stock has been registered under the US Securities Act
of 1933, as amended (the “Securities Act”), and registered under the Exchange Act, and that this Agreement may be
subject to the public filing requirements of the Exchange Act. Executive acknowledges and agrees
that the applicable insider trading rules, transaction reporting rules, limitations on disclosure of non-public information and
other requirements set forth in the Securities Act, the Exchange Act and rules and regulations promulgated by the SEC may apply
to this Agreement and Executive’s employment with the Company. Executive
(on behalf of himself, as well as the Executive’s executors, heirs, administrators and assigns), absolutely and unconditionally
agrees to indemnify and hold harmless the Company and all of its past, present and future affiliates, executors, heirs, administrators,
shareholders, employees, officers, directors, attorneys, accountants, agents, representatives, predecessors, successors and assigns
from any and all claims, debts, demands, accounts, judgments, causes of action, equitable relief, damages, costs, charges, complaints,
obligations, controversies, actions, suits, proceedings, expenses, responsibilities and liabilities of every kind and character
whatsoever (including, but not limited to, reasonable attorneys’ fees and costs) in the event of Executive’s
breach of any obligation of Executive under the Securities Act, the Exchange Act, any rules
promulgated by the SEC and any other applicable federal, state or foreign laws, rules, regulations or orders.


 


14.            Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof
and supersedes and cancels (i) any and all previous agreements, written and oral, regarding the subject matter hereof between the
parties hereto and (ii) that certain employment agreement dated as of November 4, 2010 by and between the Executive and Dynastar
Ventures, Inc. (formerly known as Bluegrass Venture Group, Inc.). This Agreement shall not be changed, altered, modified or amended,
except by a written agreement signed by both parties hereto.


 






    	10



    	 



    



 


15.            Notices.
All notices, requests, demands and other communications called for or contemplated hereunder shall be in writing and shall be deemed
to have been given when delivered to the party to whom addressed or when sent by telecopy (if promptly confirmed by registered
or certified mail, return receipt requested, prepaid and addressed) to the parties, their successors in interest, or their assignees
at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid:


 


(a)            to the Company at:


 


  Dynastar Holdings,
Inc.


  1311 Herr Lane,
Suite 205


  Louisville, KY
40222


  phone


  fax


  Attn: John S.
Henderson IV


 


  with a copy to:


  Gottbetter &
Partners, LLP


  488 Madison Avenue


  New York, NY
10022-5718


  Attn: Adam S.
Gottbetter


  Fax: (212) 400-6901


 


(b)            to the Executive
at:


 


 Address listed
on Schedule A attached hereto.


 


All such notices, requests
and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery,
(ii) if delivered by facsimile transmission to the facsimile number as provided for in this Section, be deemed given upon facsimile
confirmation, (iii) if delivered by mail in the manner described above to the address as provided for in this Section, be deemed
given on the earlier of the third business day following mailing or upon receipt and (iv) if delivered by overnight courier to
the address as provided in this Section, be deemed given on the earlier of the first business day following the date sent by such
overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by
any other person to whom a copy of such notice is to be delivered pursuant to this Section). Either party may, by notice given
to the other party in accordance with this Section, designate another address or person for receipt of notices hereunder.


 


16.            Severability.
If any term or provision of this Agreement, or the application thereof to any person or under any circumstance, shall to any extent
be invalid or unenforceable, the remainder of this Agreement, or the application of such terms to the persons or under circumstances
other than those as to which it is invalid or unenforceable, shall be considered severable and shall not be affected thereby, and
each term of this Agreement shall be valid and enforceable to the fullest extent permitted by law. The invalid or unenforceable
provisions shall, to the extent permitted by law, be deemed amended and given such interpretation as to achieve the economic intent
of this Agreement.


  



    	11



    	 



    






 


17.            Waiver. The
failure of any party to insist in any one instance or more upon strict performance of any of the terms and conditions hereof, or
to exercise any right or privilege herein conferred, shall not be construed as a waiver of such terms, conditions, rights or privileges,
but same shall continue to remain in full force and effect. Any waiver by any party of any violation of, breach of or default under
any provision of this Agreement by the other party shall not be construed as, or constitute, a continuing waiver of such provision,
or waiver of any other violation of, breach of or default under any other provision of this Agreement.


 


18.            Successors and Assigns.
This Agreement shall be binding upon the Company and any successors and assigns of the Company. Neither this Agreement nor any
right or obligation hereunder may be assigned by the Executive. The Company may assign this Agreement and its right and obligations
hereunder, in whole or in part.


 


19.            Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together
shall constitute one and the same instrument.


 


20.            Headings. Headings
in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.


 


21.            Opportunity to Seek
Advice. The Executive acknowledges and confirms that he has had the opportunity to seek such legal, financial and other advice
and representation as he has deemed appropriate in connection with this Agreement, that the Executive is fully aware of its legal
effect, and that Executive has entered into it freely based on the Executive’s judgment
and not on any representations or promises other than those contained in this Agreement.


 


22.            Withholding and
Payroll Practices. All salary, severance payments, bonuses or benefits payments made by the Company under this Agreement shall
be net of any tax or other amounts required to be withheld by the Company under applicable law and shall be paid in the ordinary
course pursuant to the Company’s then existing payroll practices.


 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.


  


[The next page is the signature page]


  



    	12



    	 



    



 


	 	EXECUTIVE:
	 	 
	 	/s/ Robert Mohr
	 	Robert Mohr
	 	 
	 	DYNASTAR HOLDINGS, INC.
	 	 
	 	By: 	/s/ Kenneth Spiegeland
	 	 	Name: Kenneth Spiegeland
	 	 	Title: Chief Executive Officer


 






    	13



    	 



    
  


Schedule A


 


1.       Employment Period: 36 calendar
months.


 


2.       Employment


 


a.       Title: Treasurer, Chief Financial
Officer and Secretary


 


b.       Executive Duties:


 


The Executive’s
duties and responsibilities shall generally include all rights, duties and responsibilities customarily associated with the executive
position of Chief Financial Officer, Treasurer and Secretary. During the term of this Agreement, the Executive shall report directly
to the Chief Executive Officer of the Company. Any change of Executive’s position, rights, responsibilities, duties, reporting
obligations, compensation, benefits or job description or any change in the control or ownership of the Company, without the express
written consent of the Executive, shall constitute a material breach of this Agreement and, at the discretion of the Executive,
may be treated as a constructive termination of the employment relationship without just cause subject to all the rights and obligation
associated with the termination provisions provided in this Agreement. In addition to the above stated functions, the Executive
shall serve as Chief Financial Officer of Dynastar Ventures, Inc. the Company’s wholly owned operating company.


 


3.       Base Salary: $175,000 per
year.


 


5(a) Initial Stock Option Grant


 


Upon the
closing of the merger by and among the Company, Dynastar Acquisition Corp. and Dynastar Ventures, Inc. (the “Merger”),
Mr. Mohr shall be issued (i) a Company option under the Company’s 2011 Incentive Stock Option Plan (the “Plan”)
for four hundred fifty thousand (450,000) shares of the Company’s common stock, 150,000 shares of which shall be fully vested
upon issuance and 300,000 shares of which shall vest in two equal installments on November 4, 2012 and November 4, 2013, and (ii)
an additional option for five hundred thousand (500,000) shares of the Company’s common stock vesting in three equal annual
installments beginning on the first anniversary of the Merger closing date, each of these options
with an exercise price of $0.20 per share and an expiration date of ten years from the date of issuance. These options are intended
to be issued as incentive stock options under IRC requirements.


 


5(c) Vacation: Four (4) weeks.


 


6(e) Severance Period: To be determined.


 


	15(b)  Executive Contact Information:	Robert R. Mohr
	 	 
	 	1311 Herr Lane, Suite 205
	 	 
	 	Louisville, KY  40205