**Exhibit 10.45**

 

October 19, 2007

 

Mr. Chris Glenn

18 Viewway

Nedlands WA 6009

 

Dear Chris:

 

The general conditions of engagement are outlinedbelow:

 

1.     Commencement Date:  7 January, 2008

 

2.     Appointment: ManagingDirector, Australasia

 

3.     Job Description: Anoutline of the job has been discussed.  Yourresponsibilities include all aspects of P&L for both Channell AustraliaPty., Ltd. and Bushman Tanks, encompassing the Australasia region.  The company reserves the right to vary or addduties as required.

 

4.     Salary:  The salary for this position will be set at $385,000per annum (base), paid monthly.  Thissalary is inclusive of all penalty and overtime payments.  Additionally, a vehicle allowance of $27,000per annum will be paid monthly, covering all vehicle costs. The vehicleallowance can also be in the form of a novated lease arrangement. The salaryand vehicle allowance will be reviewed annually.

 

This salary does not include the Company’sresponsibilities under the Superannuation Guarantee Act, which will be paid asper Item 11.

 

Probationary Period: 6 months

 

5.     Options: Upon hire,the Company will provide 10,000 options of Channell Commercial Corporationstock at the market value after Board approval. These options will include a pro rated, 3-year vesting period.

 

6.     Bonuses: The Companywill provide for participation in both a short-term and long-term bonusplan.  The short-term plan will allow fora maximum bonus of 40% of base salary and will be based upon the individual performancesof

 

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Bushman Tanks and Channell Australia Pty., Ltd.  The split by company will be 15% dedicatedfor Channell and 25% for Bushmans.  Theparameters of your bonus will be based on the following elements as it relatesto Bushmans in 2008:

 
| Cash flow from operations                                             |   | 50% of bonus |   |
|-----------------------------------------------------------------------|--------|--------------|--------|
| Revenue growth                                                        |   | 15% of bonus |   |
| EPS growth                                                            |   | 25% of bonus |   |
| Develop two-year business plan for urban market (by  March 2008) |   | 10% of bonus |   |

 

Additionally, the parameters for the Channell portionof your annual bonus will be as follows:

 
| Revenue growth                                  |   | 30% of bonus |   |
|-------------------------------------------------|--------|--------------|--------|
| EPS growth                                      |   | 40% of bonus |   |
| Develop 3-year business plan (by May 2008) |   | 30% of bonus |   |

 

These percentages will be reviewed and revisedannually in conjunction with the Company’s annual planning process.  The short-term bonus will be paid in January ofthe following year except for the EPS growth elements which will be paid uponthe filing of Channell Commercial Corporation’s Form 10-K with theSecurities and Exchange Commission.

 

The long-term plan will be in the form of an LTIP(Long-Term Incentive Plan) based upon the contribution of the Australasiaregion to the overall market performance of the parent company.  The plan will cover a 3-year period, and ifthe percentage market capitalization increase for any year is 20% or greater (calculatedby using the volume weighted average price (VWAP) for the final 60 days of thecalendar year vs. beginning year stock price), the plan will provide a payout calculatedas a percentage of the Australasia region earnings versus the consolidated earningsof Channell Commercial Corporation.  Thispercentage will be multiplied by 1% of the absolute market capitalizationincrease for such year, subject to a maximum payout of $150,000 for any oneyear.  For example, if Australasiacontributes 60% of the company’s overall earnings for a period, and the 20%market capitalization increase threshold is met, the payout would be 0.6% timesthe absolute market capitalization increase in dollars (subject to the $150,000maximum).

 

For each year the LTIP is earned, 50% of the amountearned during that year will be paid in January of the following year withthe remainder paid upon the filing of the Company’s Form 10-K with theSecurities and Exchange 

 

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Commission, which is due no later than March 31of the following year.  You agree thatyou will remain employed with the Company until June 30 of the yearfollowing the LTIP payout or forfeit 50% of that year’s LTIP earnings.

 

7.     Annual Leave: Yourentitlement will be 20 recreational days leave per year.  Dates and times of this leave are by mutualagreement with your supervisor.  Noannual leave loading applies.

 

8.     Sick Leave: Allowanceof 10 sick days first year, after probationary period and 10 days annually thereafter.

 

9.     Long Service Leave:Provisions as stipulated in the NSW Long Service Leave Act.

 

10.   Superannuation: Contribution to Sunsuper, or a complying fund of the executive’schoice as per legislation with availability of voluntary contributions, ifrequired (currently 9%).

 

11.   Hours of Work: As a member of seniormanagement, you will be expected to work as many hours as necessary in order toperform your duties at a professional level, including any additional hours thatmay be required on weekends.

 

12.   Place of Work: Youwill be provided with office facilities and support at 3 Healey Circuit,Huntingwood, NSW 2148.

 

13.   Period of Notice:

 

(a) By the executive: Should you wish toterminate your employment, 8 weeks notice is required.  Failure to provide proper notice will resultin the forfeiture of any accrued incentive compensation.

 

(b) By the company: After probationaryperiod expires this agreement may be terminated at any time by the companygiving not less than six months’ notice in writing during the first two yearsof employment except in the event of termination for cause where no noticeperiod will be required.  The noticeperiod will be increased by one month after completion of each additional yearof employment after the initial two-year period.  The maximum notice period will be twelvemonths after completion of eight years of service.

 

(c) Change of control:  In the event of termination by the executivewhen a change of control occurs, 8 weeks notice is required.  In the event of termination by the companywhen a change of control occurs, six months pay in lieu of notice will beprovided, irrespective of the length of service.

 

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14.   Confidentiality:  While employed with the Company and aftertermination of your employment with the Company for whatever reason, to theextent that this condition will survive the termination of your employment bythe Company, for whatever reason, you shall be indefinitely restrained fromgiving to any person other than a director of the Company any “*confidential information”* (which term includes but is notlimited to any documents or information marked as confidential and anyinformation received or developed by you in the course of your employment,which is not publicly available and relates to the business, work or interestsof the Company including but not limited to specifications, discoveries,invention (whether patentable or not), copyright such as manuals, technicaldata, trade secrets, financial information, computer software developed by andfor the Company, and marketing information (such as customer lists) which hascome to your notice during your employment with, or as a result of you havingbeen employed by, the Company).

 

Any breach of confidentiality will lead toimmediate dismissal.

 

Furthermore, upon acceptance of this offer, youwill be required to sign a patent protection document for the company.

 

15.   Reporting: You will report directly to the President and Chief Executive Officer ofthe parent company in the US. The Managing Director of Australasia will be responsiblefor running and directing the operations in accordance with the approvedbusiness plan based on the current business environment and always in compliancewith corporate governance policies.

 

16.   Environment: The Company’s workplace environment in the context of all legislation orCompany policies, regulations and procedures must be observed in all instances.

 

17.   Instant Dismissal:  It is agreed that the company may instantlydismiss you for serious misconduct including but not limited to the following:

 
| a) |   | Serious neglect of duty.                          |
|----|--------|---------------------------------------------------|
| b) |   | Extreme inefficiency or incompetence.             |
| c) |   | Gross insubordination and abuse.                  |
| d) |   | Dishonesty including theft.                       |
| e) |   | Drunkenness or taking illegal drugs.              |
| f) |   | Forms of serious misbehavior, including fighting. |
| g) |   | Serious willful disobedience.                     |
| h) |   | Breaches of the OH&S or Company Policies.     |

 

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i)      Severe damage tocompany property and recurring loss of company property.

j)      Refusing a RandomDrug and Alcohol test.

k)     Convicted of aserious crime.

 

18.   Directors andOfficers Indemnity Insurance: The companies will provide directors and officersliability insurance.

 

If the foregoing arrangements are acceptable to you, pleasesignify acceptance by signing and returning the enclosed copy of this letter.  You will be requested to pass a physical anddrug test to qualify for this position. We will notify you of the location in Perth to fulfill this request.

 

Yours sincerely,

 

 
| /s/ William H. Channell, Jr.     |   |
|---------------------------------------|--------|
| William H. Channell, Jr.         |   |
| President and Chief Executive Officer |   |

 

 

Signed and Accepted:

 

 
| /s/ Chris Glenn |     |
|-----------------|----------|
| Chris Glenn     |     |
|            |     |
| Dated:          | 23/10/07 |   |
|                 |          |  |

 

 
| jb     |               |
|--------|--------------------|
| cc:    | Pat McCready       |
|   | George Apostolidis |

 

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