Unassociated Document


    


    EMPLOYMENT
      AGREEMENT


     

    This
      EMPLOYMENT AGREEMENT (the “Agreement”)
      is
      dated as of October 30, 2008 (the “Effective
      Date”)
      by and
      between OCTAVIAN GLOBAL TECHNOLOGIES, INC., a Delaware corporation (the
“Company”),
      and
      HARMEN BRENNINKMEIJER
      (the
“Executive”).

     

    WHEREAS,
      as of the Effective Date, the Company desires to employ the Executive and to
      enter into an agreement embodying the terms of such employment and the Executive
      desires to accept such employment and enter into such an agreement on the terms
      and conditions contained herein.

     

    NOW,
      THEREFORE, in consideration of the premises and mutual covenants herein and
      for
      other good and valuable consideration, the parties agree as
      follows:

     

    1. Term
      of Employment.
      Subject
      to the provisions of Section
      5
      of this
      Agreement, the Executive shall be employed by the Company for a period
      commencing on the Effective Date and ending on December 31, 2013 (the
“Term”). The
      Term
      may be renewed in accordance with a writing executed by both parties hereto.
      

     

    2. Position.

     

    (a) Duties.
      The
      principal duties of the Executive shall be to serve in the position of Chief
      Executive Officer of the Company and of the Company’s subsidiary, Octavian
      International Limited, a privately-held
      corporation incorporated under the laws of the United Kingdom (“Octavian
      Limited”).
      The
      Executive shall have the duties and responsibilities delegated to him by the
      Company’s Board of Directors (the “Board”),
      which
      shall be consistent with those duties and responsibilities normally associated
      with the position of chief executive officer and highest ranking executive
      in
      corporations of similar size and nature to the Company, and to render such
      other
      services as are reasonably necessary or desirable to protect and advance the
      best interests of the Company

     

    (b)  Devotion
      of Time to Company’s Business.
      The
      Executive shall use his best efforts, skill and abilities to promote and protect
      the interests of the Company and Octavian Limited and the Company’s other
      subsidiaries and affiliates (sometimes collectively referred to hereafter as
      the
“Company
      Affiliates”),
      and
      devote all of his working time and energies to the business and affairs of
      the
      Company and the Company Affiliates. Notwithstanding anything to the contrary
      contained herein the Executive (i) may serve on the boards of additional
      companies or organizations and receive compensation for such services rendered;
      and (ii) may engage in charitable, civic, fraternal, professional and trade
      association activities, provided that in each such case the activities engaged
      in by the Executive do not materially interfere with his obligations to the
      Company and the Company Affiliates and do not materially reduce the amount
      of
      his working time devoted to the business and affairs of the Company and the
      Company Affiliates

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  Service
      on the Board.
      During
      the Term, the Company agrees to use its best efforts to cause the Executive
      to
      be elected to the Board and to nominate the Executive as a member of the
      management slate at each annual meeting of stockholders during the Term at
      which
      the Executive’s election class comes up for election. The Executive agrees to
      serve on the Board if elected.

     

    (d) Directors
      and Officers Liability Insurance.
      The
      Executive shall be entitled to the benefit of any directors and officers
      insurance coverage which is maintained by the Company and made available to
      senior executives of the Company. The organizational documents of the Company
      shall contain provisions requiring it to provide the Executive the maximum
      indemnity protection allowed under applicable law. 

     

    3. Compensation
      and Benefits.
      

     

    (a)  Base
      Salary.
      The
      Executive shall be paid a base salary during the Term, in consideration for
      his
      services provided to the Company and the Company Affiliates, at the rate of
      Three Hundred Thousand Euros (€300,000) per
      annum
      (the "Base
      Salary"),
      payable in accordance with the Company’s normal payroll practices.

     

    (b) Bonus.
      

     

    (i)
      Earn
      Out.
      In
      addition to the Base Salary payable to the Executive hereunder, the Company
      shall issue to the Executive shares of the Company’s common stock, par value
      $0.001 per share (”Common Stock”), subject to the Company’s achieving not less
      than the following earnings before interest, tax, depreciation and amortization
      (“EBITDA”),
      as
      reported in the Company’s audited financial statements for the applicable
      periods described below:

     

    
      	
              Year
                Ended December 31, 

            	 	
              EBITDA

            	 	
              Number of Shares of Common
                Stock

            	 
	 	 	 	 	 	 	 	 
	
              2008

            	 	 	
              -0-

            	 	 	
              214,000

            	 
	 	 	 	 	 	 	 	 
	
              2009

            	 	
              $

            	
              9,200,000

            	 	 	
              642,000

            	 
	 	 	 	 	 	 	 	 
	
              2010

            	 	
              $

            	
              16,500,000

            	 	 	
              428,000

            	 
	 	 	 	 	 	 	 	 
	
              2011

            	 	
              $

            	
              21,900,000

            	 	 	
              428,000

            	 
	 	 	 	 	 	 	 	 
	
              2012

            	 	
              $

            	
              27,100,000

            	 	 	
              428,000

            	 
	 	 	 	 	 	 	 	 
	
              2013

            	 	
              $

            	
              35,726,016

            	 	 	
              640,000

            	 


    

     

    
      
        
        

      

      
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    Shares
      of
      Common Stock shall only be issued to the Executive, with respect to any year,
      to
      the extent that the Company has reported EBITDA of at least the amount set
      forth
      for that year. The Company’s failure to achieve the EBITDA set forth above for
      any applicable year shall not preclude the Executive from receiving Common
      Stock
      for any future years, to the extent that the applicable EBITDA amounts are
      achieved for any such future years. In the event that the Executive is entitled
      to the issuance of shares of Common Stock for any year provided herein, the
      Company shall issue a certificate to the Executive for the applicable number
      of
      shares on or before the earlier of ten (10) days after (i) the date of filing
      of
      the Company’s Annual Report on Form 10-K for the applicable year or (ii) the
      100th
      day
      after the end of the applicable year.

     

    (ii)
      Warrant.
      In
      addition to the Base Salary payable to the Executive and any other compensation
      payable to the Executive hereunder, the Company, on the Effective Date, shall
      issue to the Executive a warrant, in the form of Exhibit
      A
      annexed
      hereto (the “Warrant”)
      pursuant to which the Executive shall have the right, for a period of seven
      (7)
      years after the Effective Date, to purchase up to 2,720,833 shares of Common
      Stock at an exercise price of $3.10 per share, subject to certain adjustments
      as
      provided in the Warrant.

     

    (iii)
      Additional
      Compensation.
      In
      addition to the Base Salary payable to the Executive hereunder and any other
      compensation payable to the Executive hereunder, the Executive also shall be
      entitled to receive additional compensation, in consideration for his services
      provided to the Company and the Company Affiliates, at such times and in such
      amounts as shall be determined in the sole discretion of the Board or any
      committee of the Board which determines such compensation. The Board shall
      conduct a review not less than once each year, and such additional compensation,
      if any, shall be based on, among other things, the Executive’s and the Company’s
      performance.

     

    (c)  Stock
      Options, Restricted Stock Awards, etc.
      In
      addition to the other compensation payable to the Executive hereunder, the
      Executive shall also be entitled to receive grants of stock options, restricted
      stock and/or any other equity incentive awards available to senior executives
      of
      the Company, under equity incentive plans adopted by the Company, at such times
      and in such amounts as shall be determined in the sole discretion of the Board
      or any committee of the Board which determines such equity grants.

     

    (d) Withholding.
      All
      salaries, bonuses and other benefits payable to the Executive shall be subject
      to payroll and withholding taxes as may be required by law. The Executive shall
      be responsible to pay any income taxes with respect to the Company’s provision
      of benefits payable or made available to the Executive hereunder.

     

    4. Employee
      Benefits; Business Expenses.
      

     

    (a) Employee
      Benefits.
      During
      the Term, the Executive and his dependents shall be entitled to participate
      in
      the Company’s welfare benefit plans, fringe benefit plans and any qualified or
      non-qualified retirement plans (the “Company
      Plans”)
      as in
      effect from time to time (collectively, the “Employee
      Benefits”),
      on
      the same basis as those benefits are made available to the other senior
      executives of the Company, in accordance with the Company’s policies as in
      effect from time to time.

     

    
      
        
        

      

      
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    (b)  Perquisites.
      During
      the Term, the Executive shall be entitled to receive such perquisites as are
      made available to other senior executives of the Company in accordance with
      the
      Company’s policies as in effect from time to time as determined by the Board;
      provided that the Executive shall be entitled to not less than four (4) weeks
      of
      paid vacation per annum, which shall be subject to the Company’s vacation policy
      applicable to the other senior executives of the Company and in accordance
      with
      the Company’s policies as in effect from time to time.

     

    (c) Life
      Insurance.
      During
      the Term, the Company will reimburse the Executive for a policy or policies
      insuring the life of the Executive for a face amount up to a maximum of
      US$10,000,000; provided,
      however,
      that
      the Company shall not be required to reimburse the Executive for premiums in
      excess of US$50,000 per annum.

     

    (d) Cell
      Phone.
      During
      the Term, the Company will reimburse the Executive for all reasonable charges
      in
      connection with his use of one (1) cell phone.

     

    (e) Expenses.
      The
      Executive shall be entitled to reimbursement for reasonable and necessary
      business expenses incurred by him in the performance of his duties and
      responsibilities to the Company and the Company Affiliates, in accordance with
      the Company’s reimbursement and expenses policies, as in effect from time to
      time, including the Company’s rules regarding proper documentation.

     

    5. Termination.
      

     

    (a) Definitions.
      For
      purposes of this Agreement:

     

    Cause”
shall
      mean (i) the Executive’s willful and continued failure to perform his material
      duties with respect to the Company or the Company Affiliates as provided
      hereunder which continues beyond ten (10) days after a written demand for
      substantial performance is delivered to him by the Board; (ii) the willful
      or
      intentional engaging by the Executive in conduct that causes material and
      demonstrable injury, monetarily or otherwise, to the Company; (iii) the
      conviction by the Executive of a crime constituting a felony or a misdemeanor
      involving moral turpitude; (iv) the possession or use of illegal drugs or
      prohibited substances, the excessive drinking of alcoholic beverages on a
      recurring basis, in either case, which impairs the Executive’s ability to
      perform his duties hereunder or the appearance during hours of employment on
      a
      recurring basis of being under the influence of such drugs, substances or
      alcohol; or (v) the Executive shall have committed any material act of
      malfeasance, disloyalty, dishonesty or breach of trust against the
      Company.

     

    “Date
      of Termination”
shall
      mean the date the Notice of Termination is given to the respective party;
      provided, however, that with respect to a termination for Cause by the Company,
      the Date of Termination shall not occur prior to the expiration of any
      applicable cure period. 

     

    “Disability”
shall
      mean the Executive has become physically or mentally incapacitated and is
      therefore unable for a period of three (3) consecutive months to perform
      substantially all of the material elements of his duties with the Company or
      any
      Company Affiliate. Any question as to whether the Executive has a Disability
      as
      to which he (or his legal representative) and the Company cannot agree shall
      be
      determined in writing by a qualified independent physician mutually acceptable
      to the Executive (or his legal representative) and the Company. If the Executive
      (or his legal representative) and the Company cannot agree as to a qualified
      independent physician, each shall appoint such a physician and those two
      physicians shall select a third who shall make such determination in writing.
      The determination of whether the Executive has a Disability made in writing
      to
      the Company and the Executive shall be final and conclusive for all purposes
      of
      this Agreement.

     

    
      
        
        

      

      
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    “Good
      Reason”
shall
      mean (i) the Company’s breach of any of its material obligations or covenants
      set forth in this Agreement, (ii) a material diminution in the title of the
      Executive’s position with the Company or a material reduction of the duties or
      responsibilities of the Executive, (iii) a reduction in Base Salary or any
      material benefits provided to the Executive, (iv) the assignment to the
      Executive of any duties or responsibilities that are inconsistent, in any
      significant respect, with his position; (v) the Company’s relocation of the
      place where the Executive is to render his services to a location more than
      one
      hundred twenty five (125) miles from its current location, or (vi) any action
      by
      the Company which materially adversely affects the ability of the Company or
      the
      Executive to perform their respective obligations hereunder in a manner
      substantially consistent with how such obligations were performed immediately
      prior to the occurrence of such action.

     

    “Notice
      of Termination”
shall
      mean a notice which shall indicate the specific termination provision in this
      Agreement relied upon and shall set forth in reasonable detail the facts and
      circumstances claimed to provide a basis for termination of employment under
      the
      provision so indicated, and shall be communicated, in writing, to the other
      party hereto in accordance with the provisions of Section
      10(g)
      hereafter. 

     

    (b)  By
      the
      Company for Cause or by the Executive Without Good Reason.

     

    (i)
      The
      Term and the Executive’s employment hereunder may be terminated by the Company
      for Cause, immediately upon the delivery of a Notice of Termination by the
      Company to the Executive (except where the Executive is entitled to a cure
      period, in which case such Date of Termination shall be upon the expiration
      of
      such cure period, if such matter constituting Cause is not cured) and shall
      terminate automatically upon the Executive’s resignation (other than for Good
      Reason or due to the Executive’s death or Disability).

     

    (ii)
      If
      the Executive’s employment is terminated by the Company for Cause, or if the
      Executive resigns other than for Good Reason, the Executive shall be entitled
      to
      receive:

     

    (A) 
      any
      accrued but unpaid Base Salary through the Date of Termination;

     

    (B) reimbursement
      for any unreimbursed business expenses incurred by the Executive in accordance
      with Company policy referenced in Section
      4
      above
      prior to the Date of Termination (with such reimbursements to be paid promptly
      after the Executive provides the Company with the necessary documentation of
      such expenses to the extent required by such policy); and

     

    (C) such
      Employee Benefits, if any, as to which the Company may be entitled upon
      termination of employment hereunder (including under the applicable provisions
      of Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.


     

    Following
      the Executive’s termination of employment by the Company for Cause or if he
      resigns other than for Good Reason, except as set forth above or as required
      by
      applicable law, the Executive shall have no further rights to any compensation
      or any other benefits under this Agreement.

     

    
      
        
        

      

      
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    (c) Death
      or Disability.
      The
      Executive’s employment hereunder shall terminate upon the Executive’s death and
      may be terminated by the Company, within ten (10) days after the delivery of
      a
      Notice of Termination by the Company to the Executive (or his legal
      representative) in the event of the Executive’s Disability. Upon termination of
      the Executive’s employment hereunder for either Disability or death, the
      Executive shall be entitled to receive the same payments and other items as
      set
      forth in clause (ii) of Section
      5(b)
      hereof
      and, in addition, accrued but unpaid vacation time, if any. Following the
      Executive’s termination of employment due to death or Disability, except as set
      forth herein or as required by applicable law, the Executive shall have no
      further rights to any compensation or any other benefits under this
      Agreement.

     

    (d) By
      the
      Company without Cause; By the Executive for Good Reason.
      The
      Executive’s employment hereunder may be terminated by the Company without Cause
      or by the Executive for Good Reason at any time, upon delivery of a Notice
      of
      Termination by the applicable party at least thirty (30) days prior to the
      Date
      of Termination. If the Executive’s employment is terminated by the Company
      without Cause or by the Company for Good Reason, the Executive shall be entitled
      to receive the same payments and other items as set forth in clause (ii) of
      Section
      5(c)
      hereof
      and, in addition, any Base Salary that would have otherwise been payable to
      the
      Executive from the Date of Termination through the end of the then current
      Term had
      the
      Executive’s employment not been terminated prior to the expiration of the then
      current Term (hereinafter
      referred to as the “Termination
      Payment”).
      In
      addition, from the Date of Termination until the end of the period for which
      the
      Termination Payment is due hereunder, (x) the Company shall reimburse the
      Executive, on a monthly basis, for any amounts paid by him for health insurance
      benefits, up to a maximum amount per month equal to the monthly payments made
      by
      the Company, on the Executive’s behalf, under the Company’s then current health
      insurance plan and (y) the Executive shall continue to have the right to be
      issued shares of Common Stock, pursuant to the earn out provisions of Section
      3(b)(i) hereof, with respect to each year through the year ending December
      31,
      2013. Following the Executive’s termination of employment by the Company without
      Cause or by the Executive for Good Reason, except as set forth herein, the
      Executive shall have no further rights to any compensation or any other benefits
      under this Agreement.

     

    (e) Payment
      of Amounts Owed upon Termination of Employment.
      Any
      amounts payable to the Executive for accrued but unpaid Base Salary and accrued
      and unpaid vacation time through the Date of Termination shall be paid within
      ten (10) business days after the Date of Termination. Any Termination Payment
      that is payable to the Executive hereunder shall be payable, at the sole
      election of the Company, either (i) on the normal payroll dates from the Date
      of
      Termination through the original expiration date of the then current Term or
      (ii) in one (1) lump-sum cash payment within thirty (30) days after the Date
      of
      Termination.

     

    
      
        
        

      

      
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    6. Restrictive
      Covenants.  

     

    (a) Non-solicitation.
      The
      Executive agrees that during the Term and for a period of twelve months (12)
      months thereafter,
      he will not, directly or indirectly including through any other person or entity
      (i) solicit, raid, entice or induce any person or entity who is at such time
      or
      was within six (6) months prior to such date, a client or customer of the
      Company or a Company Affiliate to become a customer for, the same or similar
      services or products which it received or purchased from the Company or a
      Company Affiliate, for himself or any other person or entity, (ii) approach
      any
      such person or entity for such purpose or authorize or knowingly approve the
      taking of such actions by any other person or entity for any other person or
      entity, (iii) influence or attempt to influence any client or customer of the
      Company or a Company Affiliate to divert its business or patronage from the
      Company or a Company Affiliate to any other person, (iv) make any statement
      or
      do any act intended to cause existing or potential clients or customers of
      the
      Company or a Company Affiliate to make use of the services or purchase the
      products of any competitive business or (v) hire, solicit, raid, entice or
      induce or attempt to induce any employee of the Company or a Company Affiliate
      to be employed by any other person or entity.

     

    (b) Non-competition.
      During
      Executive's employment hereunder and for a period of twelve (12) months
      thereafter in the event that the Executive’s employment is terminated for any
      reason other than by the Company without Cause or by the Executive for Good
      Reason, without the prior written consent of the Company, Executive shall not
      directly or indirectly engage in a Competitive Business in any country in which
      the Company or any Company Affiliate conducts business. For the purpose of
      this
      Agreement “Competitive Business” means any business involved in providing
      products or services relating to (i) gaming machines for casinos or otherwise,
      (ii) products used in the lottery industry and/or (iii) any additional business
      conducted by the Company and/or any Company Affiliate, in the future.
      Notwithstanding the foregoing, the Executive may acquire securities in
      Competitive Businesses that are publicly-held companies that will not be
      significant and that, in any event, will not exceed two percent (2%) of any
      outstanding class of equity of any such company

     

    
      
        
        

      

      
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    (c)  Confidential
      Information.

     

    (i)
      Agreement
      to Preserve Confidentiality.
      The
      Executive shall maintain in confidence and shall not, either during the Term
      or
      at any time after his employment with the Company, except as permitted under
      the
      terms of this Agreement or as otherwise agreed to by Company, communicate or
      disclose to, or use for the benefit of the Executive or any other person or
      entity, any proprietary or confidential information, trade secret or know-how
      belonging to Company or a Company Affiliate (collectively, the "Confidential
      Information"),
      whether or not such Confidential Information is in written or permanent form,
      except to the extent required to perform his duties described in this Agreement.
      Such Confidential Information includes, but is not limited to, all business
      information, trade secrets, information about products, processes and services,
      technological information, intellectual property, confidential records, pricing
      information, accounting, merchandising, or marketing information, sales
      techniques, client, customer or manufacturer lists, information about client
      requirements, terms of contracts with suppliers and clients, internal business
      procedures, business methods used or developed by or for the Company pr a
      Company Affiliate, computer codes, hardware system information, planning and
      financial information, product development plans, marketing plans and future
      business plans, and Confidential Information of customers or other third parties
      that has been disclosed to the Company or a Company Affiliate in confidence.
      Notwithstanding the foregoing, the term Confidential Information shall not
      include any information that (i) is or becomes in the public domain, including
      information that is publicly known or generally utilized by others engaged
      in
      the same business as the Company or a Company Affiliate, other than as a result
      of a disclosure in violation of this Agreement; (ii) is known by the Executive
      prior to his employment with the Company or is developed by Executive outside
      the scope of his duties, on behalf of Company or any Company Affiliate, without
      using any Confidential Information; or (iii) is required to be disclosed by
      the
      Executive by law, provided that the Executive shall provide the Company with
      prompt written notice of any such requirement so that the Company may seek
      a
      protective order or other appropriate remedy, if it so chooses. In the event
      that such protective order or other remedy is not obtained, or the Company
      chooses not to seek such relief, the Executive agrees to furnish only that
      portion of the Confidential Information which the Executive is advised by
      written opinion of counsel is legally required to be disclosed and the Executive
      agrees to exercise his best efforts to obtain assurance that confidential
      treatment will be accorded such Confidential Information. The foregoing
      obligations with respect to the Confidential Information extends to information
      belonging to customers and suppliers of the Company and the Company Affiliates
      who may have disclosed such information to the Company or any Company Affiliate
      or the Executive as a result of the Executive’s status as an employee of the
      Company. In addition to the foregoing, unless the Executive receives permission
      from the Company to do so, he will not: (i) remove any Confidential
      Information from the premises of the Company or any Company Affiliate;
      (ii) copy or reverse engineer any Confidential Information; or
      (iii) keep any Confidential Information in his possession.

     

    (ii)
      Return
      of Property.
      Upon
      the termination of the Executive’s employment, or at any time when so requested
      by the Company, the Executive agrees to promptly return all documents of the
      Company and the Company Affiliates and any other property in the Executive’s
      possession or control belonging to Company or any Company Affiliate, and any
      other materials containing Confidential Information, including all copies of
      same, and records, notes, compilations or other matter relating
      thereto.

     

    (d) Ownership
      of Product Ideas and Assignment.

     

    (i)
      Product
      Ideas.
      The
      Executive will maintain current and adequate written records on the development
      of, and disclose to Company, all Product Ideas (as herein defined).
“Product
      Ideas”
      shall
      mean all ideas, potential marketing and sales relationships, inventions,
      copyrightable expressions, research, plans for products or services, marketing
      plans, original works of authorship, know-how, trade secrets, information,
      data,
      developments, discoveries, improvements, modifications, technology and designs,
      whether or not eligible for patent or copyright protection, made, conceived,
      expressed, developed, or actually or constructively reduced to practice by
      the
      Executive solely or jointly with others during the Term. 

     

    (ii)
      Ownership
      of Product Ideas and Assignment.
      The
      Executive acknowledges and agrees that the Product Ideas and any resulting
      patents or trademarks shall be the exclusive property of the Company, and that
      all of said Product Ideas shall be considered as "work made for hire" belonging
      to the Company. To the extent that any such Product Ideas, under applicable
      law,
      may not be considered work made for hire by the Executive for the Company,
      the
      Executive hereby assigns and, upon its creation, automatically and irrevocably
      assigns to the Company, without any further consideration, all right, title
      and
      interest in and to such Product Ideas, including, without limitation, any
      copyright, other intellectual property rights, all contract and licensing
      rights, and all claims and causes of action of any kind with respect to such
      materials. The Company shall have the exclusive right to use the Product Ideas,
      whether original or derivative, for all purposes without additional compensation
      to the Executive. At the Company’s expense, the Executive will assist the
      Company in every proper way to perfect the Company’s rights in the Product Ideas
      and to protect the Product Ideas throughout the world, including, without
      limitation, promptly executing and delivering such patent, copyright, trademark
      or other applications, assignments, descriptions and other instruments and
      to
      take such actions for and on behalf of the Executive as may be reasonably,
      necessary, or proper in the reasonable opinion of the Company to vest title
      to
      and/or defend or enforce the rights of the Company in the Product
      Ideas.

     

    
      
        
        

      

      
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    (iii)
      Certain
      Exceptions. Notwithstanding
      anything to the contrary contained herein, the provisions of this Section
      6(d)
      shall
      not apply to developments which do not relate to the business or research and
      development of the Company or the Company Affiliates and which are made and
      conceived by the Executive not during normal working hours, not on the premises
      of the Company or any Company Affiliate and not using the tools, devices,
      equipment or supplies of the Company or any Company Affiliate or any
      Confidential Information.

     

    (e) Scope.
      In the
      event that any of the provisions of this Section
      6
      shall be
      adjudicated to exceed the time, geographic or other limitations permitted by
      applicable law in any jurisdiction, then such provision shall be deemed reformed
      in any such jurisdiction to the maximum time, geographic or other limitations
      permitted by applicable law.

     

    (f) Injunctive
      Relief.
      Without
      intending to limit the remedies available to the Company, the Executive agrees
      that damages at law will be an insufficient remedy to the Company in the event
      that the Executive violates any of the terms of this Section
      6,
      and
      that the Company may apply for and obtain immediate injunctive relief in any
      court of competent jurisdiction to restrain the breach or threatened breach
      of,
      or otherwise to specifically enforce, any of the agreements and covenants
      contained herein, without the requirement of having to post bond. The parties
      hereto understand that each of the agreements and covenants of the Executive
      contained in those sections are an essential element of this Agreement and
      agree
      that the obligations of the Executive hereunder will survive the termination
      of
      this Agreement.

     

    7. Representations,
      Warranties, Covenants and Indemnification.

     

    (a) Company.

     

    (i) The
      Company is not a party to any existing agreement which would preclude or prevent
      it from entering into this Agreement with the Executive.

     

    (ii) The
      Company has the full legal right, power and authority to enter into this
      Agreement with the Executive and has obtained all necessary approvals from
      third
      parties, to the extent required.

     

    (b) Executive.

     

    (i) The
      Executive is not a party to any existing agreement which would preclude or
      prevent him from entering into this Agreement with the Company.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    (ii) The
      Executive will not use any Product Ideas, the rights to which are owned by
      any
      former employer of the Executive or other person from whom the Executive has
      not
      obtained all required rights, and all Product Ideas developed by the Executive
      while employed with the Company shall be original to the Executive or developed
      in corroboration with other employees of the Company, and shall not infringe
      upon the intellectual property rights of any third party.

     

    
      	 	
              8.

            	
              Indemnification.

            


    

     

    (a) By
      the
      Executive.
      The
      Executive agrees to indemnify and hold the Company and the Company Affiliates,
      and each of their officers, directors, employees, agents and representatives
      harmless from and against any losses, claims, damages, liabilities, settlement
      costs and expenses including, without limitation, reasonable attorneys’ fees
      relating to any action or claim arising from Executive’s breach of any of his
      representations and warranties contained herein or the Executive’s acceptance of
      employment with the Company.

     

    (b) By
      the
      Company.

     

    (i) The
      Company agrees to indemnify and hold the Executive harmless from and against
      any
      losses, claims, damages, liabilities, settlement costs and expenses including,
      without limitation, reasonable attorneys’ fees relating to any action or claim
      arising from the Company’s breach of any of its representations and warranties
      contained herein.

     

    (ii) 
      The
      Company hereby agrees to indemnify and hold the Executive harmless from and
      against any losses, claims, damages, liabilities, settlement costs and expenses
      including, without limitation, reasonable attorneys’ fees relating to any action
      or claim by reason of the fact that he is or was a director, officer or employee
      of the Company or any Company Affiliate, or is or was serving at the request
      of
      the Company or any Company Affiliate as a director, officer, manager, employee
      or agent of another corporation, limited liability company, partnership, joint
      venture, trust or other enterprises, to the fullest extent permitted under
      Delaware law, as the same exists or may hereafter be amended; and the Company
      further covenants and agrees that it shall, unless not permitted under Delaware
      law, advance all attorneys’ fees and costs associated with the indemnification
      of the Executive in connection with any such action or proceeding.

     

    9. Arbitration.
      Except
      with respect to the restrictive covenants referenced in Section
      6
      hereof,
      any other dispute arising out of or asserting breach of this Agreement, or
      any
      statutory or common law claim by the Executive relating to his employment under
      this Agreement or the termination thereof (including any tort or discrimination
      claim), shall be exclusively resolved by binding statutory arbitration in
      accordance with the Employment Dispute Resolution Rules of the American
      Arbitration Association. Such arbitration process shall take place in New York,
      New York. A court of competent jurisdiction may enter judgment upon the
      arbitrator’s award. Each party shall pay the costs and expenses of arbitration
      (including fees and disbursements of counsel) incurred by such party in
      connection with any dispute arising out of or asserting breach of this
      Agreement.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 	
              10.

            	
              Miscellaneous.

            


    

     

    (a) Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without regard to conflicts of laws principles
      thereof.

     

    (b) Entire
      Agreement/Amendments.
      This
      Agreement contains the entire understanding of the parties with respect to
      the
      employment of the Executive by the Company. There are no restrictions,
      agreements, promises, warranties, covenants or undertakings between the parties
      with respect to the subject matter herein other than those expressly set forth
      herein. This Agreement may not be altered, modified, or amended except by
      written instrument signed by the parties hereto.

     

    (c) No
      Waiver.
      No
      waiver of any of the provisions of this Agreement, whether by conduct or
      otherwise, in any one or more instances, shall be deemed or be construed as
      a
      further, continuing or subsequent waiver of any such provision or as a waiver
      of
      any other provision of this Agreement. No failure to exercise and no delay
      in
      exercising any right, remedy or power hereunder will preclude any other or
      further exercise of any other right, remedy or power provided herein or by
      law
      or in equity.

     

    (d) Severability.
      In the
      event that any one or more of the provisions of this Agreement shall be or
      become invalid, illegal or unenforceable in any respect, the validity, legality
      and enforceability of the remaining provisions of this Agreement shall not
      be
      affected thereby.

     

    (e) Assignment.
      This
      Agreement, and all of the Executive’s rights and duties hereunder, shall not be
      assignable or delegable by the Executive; provided,
      however,
      that if
      the Executive shall die, all amounts then payable to the Executive hereunder
      shall be paid in accordance with the terms of this Agreement to the Executive’s
      devisee, legatee or other designee or, if there be no such devisee, legatee
      or
      designee, to his estate. This Agreement may be assigned by the Company to a
      person or entity which is an affiliate including, without limitation, any
      Company Affiliate, and shall be assigned to any successor in interest to
      substantially all of the business operations of the Company. Upon such
      assignment, the rights and obligations of the Company hereunder shall become
      the
      rights and obligations of such affiliate or successor person or
      entity. Further,
      the Company will require any successor (whether, direct or indirect, by
      purchase, merger, consolidation, or otherwise) to all or substantially all
      of
      the business and/or assets of the Company to assume expressly and agree to
      perform this Agreement in the same manner and to the same extent that the
      Company would be required to perform it if no such succession had taken place.
      As used in this Agreement, “Company”
shall
      mean the Company as defined above and any successor to its business and/or
      assets which assumes and agrees to perform this Agreement by operation of law,
      or otherwise.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (f) Set
      Off; Mitigation.
      The
      Company’s obligation to pay the Executive the amounts provided and to make the
      arrangements provided hereunder shall not be subject to set-off, counterclaim
      or
      recoupment, other than amounts loaned or advanced to the Executive by the
      Company. The Executive shall not be required to mitigate the amount of any
      payment provided for pursuant to this Agreement by seeking other employment
      or
      otherwise and the amount of any payment provided for pursuant to this Agreement
      shall not be reduced by any compensation earned as a result of the Executive’s
      other employment or otherwise.

     

    (g) Notices.
      For the
      purpose of this Agreement, notices and all other communications provided for
      in
      the Agreement shall be in writing and shall be deemed to have been duly given
      when delivered by hand or internationally recognized courier service addressed
      to the respective addresses set forth below in this Agreement, or to such other
      address as either party may have furnished to the other in writing in accordance
      herewith, except that notice of change of address shall be effective only upon
      receipt.

     

    If
      to the
      Company:

     

    Octavian
      Global Technologies, Inc.

    c/o
      Octavian International Limited

    Bury
      House

    1-3
      Bury
      Street

    Guildford,
      Surrey

    GU@
      4AW

    UNITED
      KINGDOM

    Attention:
      Peter Moffitt, President

    Fax:
      +44
      1483 543540

    E-mail:
      p.moffitt@octavianonline.co.uk

     

    With
      a
      copy to:

    


    Feldman
      Weinstein & Smith LLP

    420
      Lexington Avenue

    New
      York,
      NY 10170

    Attention:
      David N. Feldman, Esq.

    Fax:
      (212) 997-4242

    E-mail:
      dfeldman@feldmanweinstein.com

     

    If
      to the
      Executive:

    


    To
      the
      most recent address of the Executive set forth in the personnel records of
      the
      Company.

    


    (h) Prior
      Agreements.
      This
      Agreement supersedes all prior agreements and understandings (including verbal
      agreements) between the Executive and the Company regarding the terms and
      conditions of the Executive’s employment with the Company. 


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    (i) Cooperation.
      The
      Executive shall provide his reasonable cooperation in connection with any action
      or proceeding (or any appeal from any action or proceeding) which relates to
      events occurring during the Executive’s employment hereunder, but only to the
      extent the Company requests such cooperation with reasonable advance notice
      to
      the Executive and in respect of such periods of time as shall not unreasonably
      interfere with the Executive’s ability to perform his duties with any subsequent
      employer; provided, however, that the Company shall pay any reasonable travel,
      lodging and related expenses that the Executive may incur in connection with
      providing all such cooperation, to the extent approved by the Company prior
      to
      incurring such expenses.

    


    (j) Execution
      and Counterparts.
      This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that the parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission or by e-mail delivery of a “.pdf” format data file, such signature
      shall create a valid and binding obligation of the party executing (or on whose
      behalf such signature is executed) with the same force and effect as if such
      facsimile or “.pdf” signature page were an original thereof.

    


    (k)  Fees
      and Expenses.
      In the
      event that the Company shall fail or refuse to make or authorize any payment
      of
      any amount otherwise due to the Executive hereunder within the appropriate
      period of time, then the Company shall reimburse the Executive for all
      reasonable expenses (including reasonable counsel fees) incurred by him in
      enforcing the terms hereof, within five (5) business days after demand
      accompanied by evidence of fees and expenses incurred. Any reimbursement
      hereunder shall be paid to the Executive promptly and in no event later than
      the
      end of his taxable year next following the taxable year in which the expense
      was
      incurred. 

    


    [Signature
      Page Follows]


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

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

     

    
      	
              OCTAVIAN
                GLOBAL TECHNOLOGIES, INC.

            
	 
	
              By:

            	/s/ Harmen
              Brenninkmeijer                        
              
	 	
              Name: Harmen
                Brenninkmeijer

            
	 	
              Title:
                Chief Executive Officer

            
	 	 
	
              By:

            	/s/ Peter
              Moffitt                 
                                      
              
	 	
              Name: Peter
                Moffitt

            
	 	
              Title: President

            
	 	 
	/s/
              Harmen
              Brenninkmeijer                                    
	
              HARMEN
                BRENNINKMEIJER

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

    


    Form
      of Warrant