Filed by sedaredgar.com - Tao Minerals Ltd. - Exhibit 10.1






EXECUTIVE EMPLOYMENT AGREEMENT

     This EXECUTIVE EMPLOYMENT
AGREEMENT (the “Agreement”) dated September 1, 2008 by and between Tao
Minerals Ltd., a Nevada corporation (the “Company”), and James Sikora, an
individual (the “Executive”).

     The Company desires to employ the
Executive, and the Executive wishes to accept such employment with the Company,
upon the terms and conditions set forth in this Agreement.

     NOW THEREFORE, in consideration
of the foregoing facts and mutual agreements set forth below, the parties,
intending to be legally bound, agree as follows:

     1. Employment. The Company
hereby agrees to employ Executive, and Executive hereby accepts such employment
and agrees to perform Executive’s duties and responsibilities in accordance with
the terms and conditions hereinafter set forth.

          1.1
Duties and Responsibilities. Executive shall serve as President and Chief
Executive Officer of the Company. During the Employment Term (as defined below),
Executive shall perform all duties and accept all responsibilities incident to
such positions and other appropriate duties as may be assigned to Executive by
the Company’s Board of Directors from time to time. The Company shall retain
full direction and control of the manner, means and methods by which Executive
performs the services for which she is employed hereunder and of the place or
places at which such services shall be rendered.

          1.2
Employment Term. The term of this Agreement shall commence as of
September 1, 2008 (the “Effective Date”) and shall continue for
thirty-six (36) months, unless earlier terminated in accordance with Section 4
hereof. The term of Executive’s employment shall be automatically renewed for
successive one (1) year periods until the Executive or the Company delivers to
the other party a written notice of their intent not to renew the Employment
Term, such written notice to be delivered at least sixty (60) days prior to the
expiration of the then-effective Employment Term. Upon termination by the
Company, Executive is entitled to termination payments pursuant to Section 4
hereof. The period commencing as of the Effective Date and ending thirty-six
(36) months thereafter or such later date to which the term of Executive’s
employment under the Agreement shall have been extended by mutual written
Agreement is referred to herein as the “Employment Term.”

          1.3
Extent of Service. During the Employment Term, Executive agrees to use
Executive’s best efforts to carry out the duties and responsibilities under
Section 1.1 hereof and shall devote such time Executive deems is reasonably
necessary to perform his duties hereunder. To that end, the Company acknowledges
and agrees that Executive may dedicate some of his business time to other
ventures that do not compete directly with the business of the Company as
defined in Section 3.1 hereunder and that doing so shall not be a violation of
Executive’s obligations under this Agreement. 

          1.4
Base Salary. The Company shall pay Executive a base salary (the “Base
Salary”) at the annual rate of $120,000 (U.S.), payable at such times as the
Company customarily pays its other senior level executives (but in any event no
less often than monthly).




          1.5
Incentive Compensation. Executive shall be eligible to earn a cash bonus
of up to $150,000 for each twelve-month period during the Employment Term based
on meeting performance objectives and bonus criteria to be mutually approved by
Executive and the Board of Directors including but not limited to the
achievement of (i) successful private placement(s); (ii) debt management; (iii)
expansion of facilities; or (iv) objective personnel improvement.

          1.6
Preferred Stock.

               (a)
The Company shall issue 500,000 shares of preferred “A” Stock, par value $.001
per share, (the “Preferred Shares”) to Executive. Each certificate
representing the Preferred Shares shall bear appropriate transfer restriction
legends as required by the Securities Act of 1933, as amended, and other
applicable laws.

               (b)
Right of First Refusal. The Company shall have the right, for a period of
thirty (30) days following notice from the Executive, to repurchase all of the
Preferred Shares granted to Executive under this Section 1.6 on the following
conditions: 

(i) Executive shall send to the
Company notice of his intent to sell the Preferred Shares (“Executive
Notice”) which Executive Notice shall include the name of the purchaser and
purchase price (“Purchase Price”);

(ii) The Company shall send to
Executive a notice indicating their intention to repurchase or not repurchase
the Preferred Shares within thirty (30) days following the date of the Executive
Notice;

(iii) If the Company wishes to
repurchase the Preferred Shares, the Company shall repurchase the Preferred
Shares for the Purchase Price within thirty (30) days following the date of the
Executive Notice.

The obligations created under this
Section 1.6(b) shall survive termination of this Agreement.

          1.7
Options. During 2008, the Board of Directors shall create a Stock Option
Plan and will make an initial grant of options from such Stock Option Plan:

               (a)
an incentive ten (10) year option to purchase up to 33,333,333 of the Company’s
Common Shares at an exercise price equal to the fair market value of the
Company’s common stock at the lowest price traded ($.005) as of August 25, which
shall vest in three equal amounts of 11,111,111 on each Anniversary of this
Agreement, assuming the Executive is employed by the Company on such vesting
dates; and

               (b)
The option agreement will contain a provision that in the event there is a
Change in Control of the Company (as defined herein) while the Executive is an
employee of the Company and the Executive’s employment by the Company thereafter
is terminated by the Company or by the Executive within two (2) years after the
date of the Change in Control, all unvested stock options shall immediately and
irrevocably vest and the exercise period of such options shall be automatically
extended to the later of the longest period permitted by the Company’s stock
option plans or ten (10) years following the date of termination.




For purposes of the option agreement, a
“Change in Control” shall be deemed to have occurred if there shall be
consummated (A) any consolidation or merger of the Company in which the Company
is not the continuing or surviving corporation or pursuant to which shares of
the Company’s Common Stock would be converted into cash, securities or other
property, other than a merger of the Company in which the holders of the
Company’s Common Stock immediately prior to the merger have substantially the
same proportionate ownership of common stock of the surviving corporation
immediately after the merger, (B) any sale, lease, exchange or other transfer
(in one transaction or a series of related transactions) of all or substantially
all the assets of the Company; or (C) the stockholders of the Company shall
approve any plan or proposal for the liquidation or dissolution of the
Company.

          1.8
Other Benefits. During the Employment Term, Executive shall be entitled
to participate in all employee benefit plans and programs made available to the
Company’s senior level executives as a group or to its employees generally, as
such plans or programs may be in effect from time to time, including, without
limitation, medical, dental, short-term and long-term disability and life
insurance plans, accidental death and dismemberment protection and travel
accident insurance. Executive shall be provided office space and staff
assistance appropriate for Executive’s position and adequate for the performance
of his duties. 

          1.9
Miscellaneous. Executive shall be provided with reimbursement of expenses
related to Executive’s employment by the Company. Executive shall be entitled to
vacation and holidays in accordance with the Company’s normal personnel policies
for senior level executives.

     2. Confidential
Information. Executive recognizes and acknowledges that by reason of
Executive’s employment by and service to the Company before, during and, if
applicable, after the Employment Term, Executive will have access to certain
confidential and proprietary information relating to the Company’s business,
which may include, but is not limited to, trade secrets, trade “know-how,”
product development techniques and plans, customer lists and addresses, cost and
pricing information, strategy and programs, computer programs and software and
financial information (collectively referred to as “Confidential Information”).
Executive acknowledges that such Confidential Information is a valuable and
unique asset of the Company. Executive covenants that he will not, unless
expressly authorized in writing by the Board of Directors, at any time during
the course of Executive’s employment use any Confidential Information or divulge
or disclose any Confidential Information to any person, firm or corporation
except in connection with the performance of Executive’s duties for the Company
and in a manner consistent with the Company’s policies regarding Confidential
Information.

Executive also covenants that at any time after the termination
of such employment, directly or indirectly, he will not use any Confidential
Information or divulge or disclose any Confidential Information to any person,
firm or corporation, unless such information is in the public domain through no
fault of Executive or except when required to do so by a court of law, by any
governmental agency having supervisory authority over the business of the
Company or by any administrative or legislative body (including a committee
thereof) with apparent jurisdiction to order Executive to divulge, disclose or
make accessible such information.

All written Confidential Information (including, without
limitation, in any computer or other electronic format) which comes into
Executive’s possession during the course of Executive’s 




employment shall remain the property of the Company. Upon
termination of Executive’s employment, the Executive agrees to return
immediately to the Company all written Confidential Information (including,
without limitation, in any computer or other electronic format) in Executive’s
possession.

     3. Non-Competition;
Non-Solicitation.

          3.1
Non-Compete. The Executive hereby covenants and agrees that during the
term of this Agreement, the Executive will not, without the prior written
consent of the Company, directly or indirectly, on his own behalf or in the
service or on behalf of others, whether or not for compensation, engage in any
business activity, or have any interest in any person, firm, corporation or
business, through a subsidiary or parent entity or other entity (whether as a
shareholder, agent, joint venturer, security holder, trustee, partner,
consultant, creditor lending credit or money for the purpose of establishing or
operating any such business, partner or otherwise) with any Competing Business
in the Covered Area. For the purpose of this Agreement, (i) “Competing
Business” means the exploration, development, and production of mineral
resources utilizing “Hard Rock Mining” methods and techniques and (ii)
“Covered Area” means all geographical areas of the United States, South
America, and other foreign jurisdictions where Company then has offices and/or
sells its products directly or indirectly through distributors and/or other
sales agents. Notwithstanding the foregoing, the Executive may own shares of
companies whose securities are publicly trades, so long as such securities do
not constitute more than five percent (5%) of the outstanding securities of any
such company.

          3.2
Non-Solicitation. The Executive hereby covenants and agrees that during
the term of this Agreement, the Executive will not divert any business of the
Company or any customers or suppliers of the Company and/or the Company’s
business to any other person, entity or competitor, or induce or attempt to
induce, directly or indirectly, any person to leave his or her employment with
the Company.

          3.3
Remedies. The Executive acknowledges and agrees that his obligations
provided herein are necessary and reasonable in order to protect the Company and
their respective business and the Executive expressly agrees that monetary
damages would be inadequate to compensate the Company for any breach by the
Executive of his covenants and agreements set forth herein. Accordingly, the
Executive agrees and acknowledges that any such violation or threatened
violation of this Section 3 will cause irreparable injury to the Company and
that, in addition to any other remedies that may be available, in law, in equity
or otherwise, the Company shall be entitled to obtain injunctive relief against
he threatened breach of this Section 3 or the continuation of any such breach by
the Executive without the necessity of proving actual damages.

     4. Termination.

          4.1
By Company.

               (a)
The Company may terminate Executive's employment prior to the expiration of the
Term (“Termination”). If such termination by the Company is for any
reason other than a Termination for Cause (as defined in Section 4.1(b) hereof),
or Executive’s death or disability, then:




(i) all unvested options, warrants and
other equity grants shall vest immediately, 

(ii) Executive will be entitled to
receive no later than the last day of Executive’s employment severance payments
equal to an amount equal to two (2) times the highest cash compensation (salary
plus bonus) paid to Executive during any twelve (12) month period prior to the
termination and 

(iii) Executive shall be entitled to a
continuation of health and other medical benefits and coverage at the cost and
expense of the Company for a period of not less than eighteen (18) months, in
consideration for all of which the parties hereto shall exchange mutual releases
of claims.

               (b)
For purposes of this Agreement, the term "Termination for Cause" means, a
termination by reason of any of the following: 

(i) Executive’s conviction of or
entrance of a plea of guilty or nolo contendere to a felony; or

(ii) Executive is engaging or has
engaged in material fraud, material dishonesty, or other acts of willful and
continued misconduct in connection with the business affairs of the Company;

provided, however, that (x) no conduct by
Executive shall be deemed willful for purposes of this Section 4.1 if Executive
believed in good faith that such conduct was in or not opposed to the best
interests of the Company, and (y) Cause shall in no event be deemed to exist
with respect to clause (ii) above, unless Executive shall have first received
written notice from the Board of Directors advising Executive of the specific
acts or omissions alleged to constitute misconduct, and such misconduct
continues after Executive shall have had a reasonable opportunity (which shall
be defined as a period of time consisting of at least fifteen (15) days from the
date Executive receives said notice) to correct the acts or omissions so
complained of.

               (c)
For purposes of this Agreement, Executive’s employment shall be deemed to have
been terminated in the event of:

(i) the material reduction of
Executive’s title, authority, duties or responsibilities, or the assignment to
Executive of duties materially inconsistent with Executive’s positions with the
Company as stated in Section 1 hereof;

(ii) a reduction in the Base Salary of
Executive;

(iii) the Company’s failure to pay
Executive any amounts otherwise due hereunder or under any plan, policy,
program, agreement, arrangement or other commitment of the Company if such
failure is not cured by the Company within fifteen (15) days of notice of such
failure; or

(iv) any other material breach by the
Company of this Agreement.




               (d)
If all, or any portion, of the payments provided under this Agreement, either
alone or together with other payments and benefits which Executive receives or
is entitled to receive from the Company, would constitute an “excess parachute
payment” within the meaning of Section 280G of the Internal Revenue Code
(whether or not under an existing plan, arrangement or other agreement) (each
such parachute payment, a “Parachute Payment”), and would result in the
imposition on the Executive of an excise tax under Section 4999 of the Internal
Revenue Code, then, in addition to any other benefits to which the Executive is
entitled under this Agreement, the Executive shall be paid by the Company an
amount in cash equal to the sum of the excise taxes payable by the Executive by
reason of receiving Parachute Payments plus the amount necessary to put the
Executive in the same after-tax position (taking into account any and all
applicable federal, state and local excise, income or other taxes at the highest
possible applicable rates on such Parachute Payments (including without
limitation any payments under this Section 4.1(d)) as if no excise taxes had
been imposed with respect to Parachute Payments.

          4.2
By Executive’s Death or Disability. This Agreement shall also be
terminated upon the Executive’s death and/or a finding of permanent physical or
mental disability, such disability expected to result in death or to be of a
continuous duration of no less than twelve (12) months, and the Executive is
unable to perform his usual and essential duties for the Company. In the event
of termination by reason of Executive’s death and/or permanent disability,
Executive or his executors, legal representatives or administrators, as
applicable, shall be entitled to an amount equal to Executive’s Base Salary
accrued through the date of termination, plus a pro rata share of any annual
bonus to which Executive would otherwise be entitled for the year which death or
permanent disability occurs.

          4.4
Voluntary Termination. Executive may voluntarily terminate the Employment
Term upon sixty (60) days’ prior written notice for any reason; provided,
however, that no further payments shall be due under this Agreement in
that event except that Executive shall be entitled to any benefits due under any
compensation or benefit plan provided by the Company for executives or otherwise
outside of this Agreement.

     5. General Provisions.

          5.1
Modification: No Waiver. No modification, amendment or discharge of this
Agreement shall be valid unless the same is in writing and signed by all parties
hereto. Failure of any party at any time to enforce any provisions of this
Agreement or any rights or to exercise any elections hall in no way be
considered to be a waiver of such provisions, rights or elections and shall in
no way affect the validity of this Agreement. The exercise by any party of any
of its rights or any of the elections under this Agreement shall not preclude or
prejudice such party from exercising the same or any other right it may have
under this Agreement irrespective of any previous action taken.

          5.2
Further Assurances. Each party to this Agreement shall execute all
instruments and documents and take all actions as may be reasonably required to
effectuate this Agreement.

          5.3
Notices. All notices and other communications required or permitted
hereunder or necessary or convenient in connection herewith shall be in writing
and shall be deemed to have been given when hand delivered or mailed by
registered or certified mail as follows (provided that notice of change of
address shall be deemed given only when received):






	If to the Company, to: 	Tao Minerals Ltd. 
	  	Officina 624, Empresarial Mall Ventura, Cra.
      32#1B 
	  	Sur 51, Medellin, Colombia 
		
      Attention: Julio DeLeon  

	  	  
	If to Executive, to: 	James Sikora 
	  	Officina 624, Empresarial Mall Ventura, Cra.
      32#1B 
	  	Sur 51, Medellin, Colombia




or to such other names or addresses as the Company or
Executive, as the case may be, shall designate by notice to each other in the
manner specified in this Section.

          5.4
Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

          5.5
Severability. Should any one or more of the provisions of this Agreement
or of any agreement entered into pursuant to this Agreement be determined to be
illegal or unenforceable, then such illegal or unenforceable provision shall be
modified by the proper court or arbitrator to the extent necessary and possible
to make such provision enforceable, and such modified provision and all other
provisions of this Agreement and of each other agreement entered into pursuant
to this Agreement shall be given effect separately from the provisions or
portion thereof determined to be illegal or unenforceable and shall not be
affected thereby.

          5.6
Successors and Assigns. Executive may not assign this Agreement without
the prior written consent of the Company. The Company may assign its rights
without the written consent of the executive, so long as the Company or its
assignee complies with the other material terms of this Agreement. The rights
and obligations of the Company under this Agreement shall inure to the benefit
of and be binding upon the successors and permitted assigns of the Company, and
the Executive’s rights under this Agreement shall inure to the benefit of and be
binding upon his heirs and executors.

          5.7
Entire Agreement. This Agreement supersedes all prior agreements and
understandings between the parties, oral or written. No modification,
termination or attempted waiver shall be valid unless in writing, signed by the
party against whom such modification, termination or waiver is sought to be
enforced.

          5.8
Counterparts; Facsimile. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original,
and all of which taken together shall constitute one and the same instrument.
This Agreement may be executed by facsimile with original signatures to
follow.




     IN WITNESS WHEREOF, the
undersigned, intending to be legally bound, have executed this Agreement as of
the date first written above. 

	 	TAO MINERALS LTD. 
	 	  	  
	 	  	  
	 	  	  
	 	By: 	/s/
      Julio De Leon 
	 	  	Julio De Leon 
	 	  	Chief Financial Officer 
	 	  	  
	 	  	  
	 	JAMES SIKORA 
	 	  	  
	 	  	  
	 	  	  
	 	By: 	/s/
      James Sikora 
	 	  	James Sikora