Unassociated Document


    
      

    

    
      Exhibit 10.7

       

       

      
        	
                Dear:

              	
                C.
      Gregory Peters

              


      

      


       

      
        	
                Start
    Date:

              	
                July
      01, 2008

              


      

       

      
        	
                Title:

              	
                President
      and Chief Executive Officer

              


      

       

      
        	
                Reporting
      to:

              	
                Chairman
      of the Board

              


      

       

      Job Description: Broad
responsibilities of the position are listed below which will be reassessed from
time to time and specific responsibilities will be added, amended or changed by
the Board of Directors.

       

      
        	
                 
      

              	
                —

              	
                Implement
      the strategic goals and objectives of the
  organization

              


      

      
        	
                 
      

              	
                —

              	
                Create
      and execute strategies that ensure the company’s future
      success

              


      

      
        	
                 
      

              	
                —

              	
                As
      Chairman of Executive Management Committee (EMC), lead and direct the
      activity of the executive management team to successfully achieve
      profitability and growth; and report to the
BOD

              


      

      
        	
                 
      

              	
                —

              	
                Develop
      a strategic plan to advance the company’s mission and objectives and to
      promote revenue, profitability, and growth as an
    organization.

              


      

      
        	
                 
      

              	
                —

              	
                Oversee
      company operations to insure production efficiency, quality, service, and
      cost-effective management of
resources.

              


      

      
        	
                 
      

              	
                —

              	
                Plan
      develop, and implement strategies for generating revenues for the
      company.

              


      

      
        	
                 
      

              	
                —

              	
                Represent
      and promote the company to investment and banking community, raise capital
      and finance company operations as
needed.

              


      

      
        	
                 
      

              	
                —

              	
                Identify
      acquisitions and merger opportunities and direct implementation
      activities.

              


      

      
        	
                 
      

              	
                —

              	
                Review
      activity reports and financial statements to determine progress and status
      in attaining
      objectives and revise objectives and plans in accordance with
      current conditions.

              


      

      
        	
                 
      

              	
                —

              	
                Evaluate
      performance of executives for compliance with established policies and
      objectives of the company and contributions in attaining
      objectives.

              


      

      
        	
                 
      

              	
                —

              	
                Present
      company report at Stockholder and Board of Director
    meetings.

              


      

      
        	
                 
      

              	
                —

              	
                Work
      with the board to ensure that the organization fulfills its mission,
      governance and compliance function

              


      

      
        	
                 
      

              	
                —

              	
                Other
      duties as assigned

              


      

       

      Annual Base Salary:
$150,000.00 effective July 1, 2008 to increase to $200,000.00 effective
January 01, 2009 and there after reviewable annually beginning March 15th
2009.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Bonus: Bonus payments may be
offered annually effective April 2009 at the discretion of Board of Directors.
There is no minimum guaranteed bonus, and if offered, it could be paid in cash,
restricted shares and / or stock options as determined by the
Board.

       

      For April
2009 the Board has agreed to consider bonus to cover tax on any restricted stock
grant, payable in April 2009, if expenses for the period 8/15/08 to 12/31/08 are
achieved based on BOD approved budget and first revenue from the sale of a Geo
Mobile Product (GMP) is received by March 31, 2009.

       

      Incentive Compensation:
Incentive restricted stock grant of 1 million common shares, priced at
$0.04 vesting one quarter after first GMP sold; one quarter after 400 GMP units
are sold; one quarter after 800 GMP units re sold; and one quarter one year
after that. During the first year of employment, termination for any reason will
results in loss of all unvested shares. After one year of continuous employment,
all shares will vest immediately if executive is terminated other than for
cause, or if executive leaves voluntarily; or if there is a change of control in
a transaction involving more than 51% of the common shares. The restricted
shares may not be sold for at least six months following vesting and then only
within strict guidelines of the company’s insider trading policy

       

      Non-Compete Agreement: As a
condition of employment, you agree to execute and comply by the Company’s
confidentiality, non-compete and non-solicitation agreement.

       

      Benefits: Standard comp any
group health insurance plan will be offered by November 2008. As a member of the
EMC, you will also receive coverage at two times your salary in group term life
insurance at no cost to you, as well as participate in a company paid Long term
disability benefits plan.

       

      The
Company will reimburse your COBRA payments till you get on Company’s group
health plan or through December 31, 2008, whichever occurs first.

       

      Vacation and Holidays: Four
weeks vacation per year, prorated for 2008 and standard company
holidays.

       

      T&E: The Company will
reimburse you for reasonable T&E expenses incurred in the course of business
subject to Company policy.

       

      Other Benefits: The Company
may deem it necessary to offer you Company owned cell phone, computer or other
devices & tools to perform your job. Such equipment will remain the property
of the Company and must be returned upon request by the company.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Greg, we
are excited to have you join the Company. Initially, you can commute from
Chicago arriving Houston early Monday morning and departing for Chicago Friday
afternoon. The Company will pay for a rented vehicle and furnished apartment
during this period. You are expected to relocate to Houston within 90 days
following first product sale and a signed employment agreement with the Company.
Employment agreement might include salary rising to $250K after reaching certain
milestones, relocation expense and some stock options in lieu of cash bonuses,
tied to Company performance.

      


      Your
employment with the Company is at-will and either party can terminate the
relationship at any time with or without cause and with or without notice. You
agree to abide by the written business policies and procedures of the Company
throughout your employment.

      


      You
acknowledge that this offer letter represents the entire agreement between you
and the Company and that no verbal or written agreements, promises, or
representations that are not specifically stated in this offer, are or will be
binding upon the Company.

       

      If you
are in agreement with the above outline, please sign below and return a copy to
the undersigned.

      


      


      
        
          
            	
                    Agreed
      and Accepted:

                  	 
      
	
                    /s/ C. Gregory Peters

                  	 
      
	 
      	 
      
	 
      	 
      
	
                    Date: