EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (this “Agreement”) is executed in
      Tulsa,
      Oklahoma to be effective as of the 29th day of April, 2007, by 3DIcon
      Corporation,
      an
      Oklahoma corporation, (“3DIcon”), with its principal place of business located
      in Tulsa, Oklahoma, and
      Vivek Bhaman,
      a
      resident of California (“Employee”).

     

    WHEREAS,
      3DIcon
      and Employee desire to enter an employment relationship on the terms and
      conditions as set forth herein; 

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and agreements hereinafter contained,
      and
      subject to the conditions set forth herein, 3DIcon and Employee hereby agree,
      subject to the terms and conditions of this Agreement, as follows:

     

    1. Employment;
      Offices; Reports and Duties.
      Effective upon the Commencement Date, 3DIcon shall employ Employee in the
      capacity of President and Chief Operating Officer (“COO”) of 3DIcon and Employee
      hereby accepts such employment, on the terms and conditions hereinafter set
      forth and such as may from time to time be established by 3DIcon’s Board of
      Directors (the “Board”). Employee shall report to and be supervised by the Board
      and 3DIcon’s Chief Executive Officer (“CEO”). In his capacity as President and
      COO, Employee agrees to perform the duties consistent with such offices, as
      may
      be assigned to him from time to time by the Board or CEO. Employee
      agrees to perform his duties to the best of his abilities and to devote his
      full
      business time, attention, skill, and energy to the performance of his duties
      and
      to the promotion of the success of 3DIcon. Employee shall have the authority
      delegated to him by the Board. During the Term (as defined below), Employee
      shall not engage in any other outside business activities or serve as a director
      of any other corporation, entity or enterprise, except as set forth on the
      attached Schedule “A” or as agreed in writing by the Board. While
      the
      headquarters of 3DIcon will be in Tulsa, Employee will be based in a 3DIcon
      office in the Los Angeles, CA area..

     

    2. Compensation.
      As
      compensation for the services to be rendered by Employee to 3DIcon pursuant
      to
      this Agreement, Employee shall receive the following compensation and other
      benefits:

     

    (a) Salary.
      3DIcon
      shall pay Employee an annual salary of $250,000.00, earned and payable in
      twenty-four equal semi-monthly installments in arrears. Employee’s salary will
      be reviewed annually. 

     

    (b) Bonus.
      Employee will be eligible to receive an annual cash
      bonus
based
      on
      the achievement of certain
      performance parameters
      set by
      the Board for Employee and 3DIcon. The terms and conditions of such bonus
      program (including the specific goals and other criteria to be achieved) will
      be
      determined by the Board. For calendar year 2007, Employee shall be entitled
      to a
      bonus, payable on or before March 15, 2008, in an amount equal to twenty-five
      percent (25%) of the salary set in Section 2(a) of this Agreement, in the event
      the following two conditions are met: (i) 3DIcon books revenue, as defined
      by
      GAAP, of $500,000 for calendar year 2007; and (ii) Employee is an employee
      of
      3DIcon on the date the bonus is paid. For calendar years after 2007, the Board
      will determine whether a bonus will be granted and will set the bonus percentage
      and eligibility criteria. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) Stock
      Options.
      Employee
      is hereby granted options to purchase shares of 3DIcon’s restricted common
      stock, which options shall vest and be fully exercisable on the dates and at
      the
      exercise prices set forth below, provided Employee is at the time of vesting
      an
      employee of 3DIcon:

    

      
        	
                On
                  the Commencement Date:

              	
                100,000
                  shares @ $.80/share;

              
	
                On
                  May 1, 2008:

              	
                200,000
                  shares @ $1.00/share; and

              
	
                On
                  May 1, 2009:

              	
                200,000
                  shares @ $1.50/share.

              


      

    

     

    The
      Option Agreement which Employee and 3DIcon shall execute in respect to this
      grant shall be submitted to Employee within two weeks following the Commencement
      date and shall be mutually acceptable to Employee and 3DIcon.

     

    Employee
      acknowledges that: apart from the fact that each of the exercise prices
      indicated is greater than the trading value of the common stock of 3DIcon on
      the
      date hereof, the grants of these options by 3DIcon do not represent a particular
      present or future value or percentage of the current or future outstanding
      shares of 3DIcon; and that 3DIcon is not in any manner restricted by this
      Employment Agreement from issuing more shares of its common stock, or other
      securities related thereto, from increasing the number of shares it is
      authorized to issue in a particular class of stock, or from increasing the
      number of classes of stock 3DIcon may issue.

     

    Employee
      further acknowledges and represents to 3DIcon that Employee may never receive
      the options with grant dates after the Commencement Date; that Employee is
      an
accredited
      investor
      under
      federal and state securities laws; that these options and the shares which
      may
      be purchased thereunder have not been registered with the Securities and
      Exchange Commission or any other agency or department of the United States’
Government or any state government; and that the shares purchased under the
      referenced options will be subject to restrictions on transfer, and will contain
      a restrictive legend to such effect. 

     

    (d) Benefits.
      Employee shall be eligible to participate, to the extent he may be eligible,
      in
      any group medical and hospitalization insurance, disability insurance, profit
      sharing, retirement, life insurance, and each other employee benefit plan or
      program maintained or later instituted by 3DIcon. Employee acknowledges that:
      (i) participation in 3DIcon benefit programs and plans may require payroll
      deductions and contributions from Employee; and (ii) such benefit programs
      and
      plans are subject to amendment and termination at the discretion of
      3DIcon.

     

    (e) Withholdings.
      All
      compensation payments to Employee shall be made subject to normal deductions
      therefrom, including federal and state social security and withholding
      taxes.

     

    3. Expenses.
      3DIcon
      shall promptly reimburse Employee for his actual out-of-pocket expenses incurred
      in carrying out his duties hereunder in the conduct of 3DIcon’s business, which
      expenses shall be limited to ordinary and customary items and which shall be
      supported by vouchers, receipts or similar documentation submitted in accordance
      with 3DIcon’s expense reimburse policy and as required by law. Until a formal
      written policy regarding reimbursement of business expenses is adopted, such
      expenses must be approved in writing in advance by the CEO in order to be
      reimbursable to Employee. 

     

    
      
        
        

      

      
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    4. Personal
      Time Off.
      During
      each calendar year of employment, Employee shall be entitled to twenty business
      days, in the aggregate, for vacation, sick leave and personal time off
      (collectively, “PTO”). Such PTO shall be deemed earned and usable on the first
      day of employment during the calendar year. PTO for calendar year 2007 shall
      be
      prorated from the Commencement Date. Employee shall be entitled to carry over
      up
      to one-half his unused PTO from any calendar year to the next calendar year;
      provided, that Employee shall not be paid for any PTO which has not been used
      as
      of the date of his voluntary or involuntary separation from employment for
      any
      reason.

     

    5. Special
      Material Covenants and Representations of Employee. Each
      of
      the following covenants and representations of Employee: (i) is true on the
      date
      this Agreement is entered and throughout the employment term; (ii) constitutes
      a
      distinct, material inducement to 3DIcon to employ Employee; and (ii) is binding
      and enforceable on Employee despite any allegation by Employee that 3DIcon
      has
      failed to meet any of its obligations hereunder:

     

    (a) Non-Use
      and Non-Disclosure of Confidential Information.
      Employee acknowledges that, as a result of his employment by 3DIcon, he will
      be
      learning, making use of, and adding to, 3DIcon’s Confidential Information (as
      defined below). Except as required in the performance of Employee’s duties under
      this Agreement or except in those instances in which Employee reasonably
      determines, in good faith, that use or disclosure of Confidential Information
      is
      in the best interests of 3DIcon, Employee will not use or disclose to third
      parties, directly or indirectly, any Confidential Information, either during
      his
      employment or after his termination of employment for any reason. In all
      instances when a disclosure by Employee of Confidential Information is
      contemplated, no such disclosure shall be made unless Employee obtains from
      the
      intended recipient of such information a Confidentiality Agreement in favor
      of
      3DIcon. Notwithstanding the foregoing, Employee will be permitted to disclose
      any Confidential Information to the extent required by validly issued legal
      process or court order; provided, that not less than ten days before such
      disclosure is made, Employee shall notify 3DIcon in writing of the demand for
      disclosure.

     

    As
      used
      herein, “Confidential Information” means information, including without
      limitation, any business plan, financial records, contracts, compilation,
      program, device, method, technique or process, technology, hardware, software,
      intellectual property, ideas, inventions, enhancements or derivatives of the
      intellectual property, ideas or inventions (whether or not patentable or
      patented, copyrightable or copyrighted, registrable as a tradename of registered
      as such) licenses, contracts, customer and vendor lists, regardless of how
      stored or communicated, that: (i) derives independent economic value, actual
      or
      potential, in part from not being generally known to, and not being readily
      ascertainable by proper means, by other persons who can obtain economic value
      from its disclosure or use; (ii) is the subject of a contractual obligation
      of
      3DIcon to maintain its secrecy; (iii) is the subject of efforts that are
      reasonable under the circumstances to maintain its secrecy; (iv) is wholly
      or
      partly owned by, or is licensed to, or by, 3DIcon or its affiliates; or (v)
      is
      confidential, proprietary or competitively sensitive. For purposes of this
      Agreement, “Confidential Information” includes both information disclosed to
      Employee by 3DIcon or its affiliates and information developed by Employee
      in
      the course and as part
      of his
      employment with 3DIcon or any of its affiliates. The parties agree that as
      used
      herein, “Confidential Information” shall not include the following: (I)
      information that at the time of disclosure is in the public domain; (II)
      information that was in Employee’s possession at the time of disclosure and was
      not acquired, directly or indirectly, from 3DIcon or its affiliates; and (III)
      the information that corresponds in substance to information furnished to
      Employee by others as a matter of right without restriction on
      disclosure.

     

    
      
        
        

      

      
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    The
      types
      and categories of information that 3DIcon considers to be its Confidential
      Information include without limitation the following information that Employee
      knows or has reason to know that 3DIcon or its affiliates intends or expects
      the
      secrecy of such information to be maintained, and as to which 3DIcon or its
      affiliates has made reasonable efforts to maintain secrecy, including: (A)
      non-public information concerning or resulting from research and development
      work performed, sponsored or acquired by 3DIcon or its affiliates, including
      without limitation research and development work performed by the University
      of
      Oklahoma; (B) non-public information concerning 3DIcon’s and its affiliates’
management, financial condition, financial operations, charter activities,
      marketing activities, sales and marketing strategies, customer information,
      channels of distribution, pricing policies and strategies and business plans;
      and (C) non-public information acquired or compiled by 3DIcon or its affiliates
      concerning actual or potential customers and competitors.

     

    3DIcon
      may also advise Employee from time to time of restrictions upon the use or
      disclosure of specified information that has been licensed or otherwise
      disclosed to 3DIcon by third parties pursuant to license or confidentiality
      or
      non-disclosure agreements that contain restrictions upon the use or disclosure
      of such information. Employee agrees to abide by the restrictions upon use
      or
      disclosure contained in such agreements to the extent such restrictions do
      not
      conflict with this Agreement. 

     

    (b) Employment
      will not Violate Employee’s Agreements. 

     

    (i) 
      Employee
      represents to 3DIcon that his employment with 3DIcon will not require the use
      of
      any confidential or proprietary information belonging to Employee or others
      or
      the violation of any confidential relationship with any third party or
      contravene any agreement, obligation or commitment to which Employee is or
      may
      be a party with any prior employer, principal, entity or person with respect
      to
      which Employee has provided services in the past or with which Employee
      otherwise has or had a relationship.

     

    (ii) Employee
      represents to 3DIcon that neither Employee, nor any entity in which Employee
      owns or has owned an interest, is a party to any agreement by which Employee
      or
      said entity is bound not to compete with a third party or is prohibited from
      using information which Employee will be required to use in the course of his
      Employment with 3DIcon under this Agreement, or is or may be a party with any
      prior employer, principal, entity or person with respect to which Employee
      has
      provided services in the past or with which Employee otherwise has or had a
      relationship.

     

    
      
        
        

      

      
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    (c) Employee
      Indemnity.
      Employee
      hereby agrees to indemnify 3DIcon, its joint venturers, directors, officers,
      employees and agents against, and hold said persons harmless from, any and
      all
      losses, expenses, costs, fees (including attorneys’ fees), liabilities, claims,
      causes and judgments of any nature or amount arising from or related to the
      alleged violation of any of the covenants in this Sections 5(c) of this
      Agreement or based upon allegations which would make any of Employee’s
      representations to 3DIcon in said sections untrue. 

     

    (d) Nonsolicitation
      of Customers.
      During
      Employee’s employment hereunder and for a period of two years after Employee’s
      separation employment for any reason, voluntarily or involuntarily, ,
      Employee shall not solicit 3DIcon’s or its affiliates’ customers for the purpose
      of diverting any business of 3DIcon or its affiliates to a competitor of 3DIcon
      or its affiliates or for the purpose of having such customer cease to conduct
      business or not renew business with 3DIcon or its affiliates. For purposes
      of
      this Section 5(d), “customer” shall mean those individuals or entities with whom
      or which 3DIcon or its affiliates or licensees had provided products, services
      or licenses, or been in negotiations
      for the provision of products, services or licenses, within the twelve (12)
      months preceding Employee’s separation from employment with 3DIcon.


     

    (e) Nonsolicitation
      of Personnel.
      During
      Employee’s employment hereunder and for a period of two years after Employee’s
      separation employment for any reason, voluntarily or involuntarily, Employee
      shall not, directly or indirectly, solicit, employ or engage, or have any
      interest in or relationship with, any entity or person who solicits, employs
      or
      engages, any employee, consultant, independent contractor or agent of 3DIcon,
      any of its affiliates, any university or entity contracted by 3DIcon to perform
      research or product development, or any customer, as defined above, of 3DIcon
      for the purpose of competing with 3DIcon, offering services, products or
      licenses of the type offered by 3DIcon or which compete with those offered
      by
      3DIcon at any time during said period. 

     

    6. Property
      of 3DIcon; Assignment of Employee’s Inventions .
      All
      Confidential Information, documents, encoded media, and other tangible items
      provided to Employee by 3DIcon, or its affiliates, or prepared, generated or
      created by Employee or others in the performance of Employee’s duties under this
      Agreement are and shall remain the property of 3DIcon, or its affiliates. Upon
      termination of Employee’s employment with 3DIcon, Employee will promptly deliver
      to 3DIcon all such Confidential Information, documents, media and other items
      in
      his possession, custody or control, including all complete or partial copies,
      recordings, abstracts, notes or reproductions of any kind made from or about
      such documents, media, items or information contained therein, regardless of
      how
      the same may be stored. 

     

    All
      intellectual property, ideas, inventions, enhancements or derivatives of the
      intellectual property, ideas or inventions of others (whether or not patentable
      or patented, copyrightable or copyrighted, registrable as a tradename of
      registered as such) developed by Employee (collectively, “Employee Inventions”)
      during his Employment and, to the extent an Employee Invention relates in any
      manner to the business conducted by 3DIcon during Employee’s employment under
      this Agreement, for a period of five years after Employee’s separation for any
      reason, voluntarily or involuntarily, from employment with 3DIcon, regardless
      of
      how stored, or where or when the same was developed, are the property of 3DIcon
      and, whether now existing of later created, are hereby assigned by Employee
      to
      3DIcon. 

     

    Upon
      termination of Employee’s employment with 3DIcon, Employee will promptly deliver
      to 3DIcon all Confidential Information, Employee Inventions, documents, memory,
      media and other items in his possession, custody or control, including all
      complete or partial copies, recordings, abstracts, notes or reproductions of
      any
      kind made from or which relate in any manner to any Employee Invention,
      regardless of how the same may be stored. 

     

    
      
        
        

      

      
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    Employee
      represents to 3DIcon that Employee does not presently directly or indirectly
      own
      or hold any right, title interest or claim in any patent, copyright, trade
      name
      or service mark, or pending application therefore, except as shown on the
      attached Schedule “B”. Employee does not now, and will not at any time, own nor
      make any claim of any right, title or interest in any: (i) Employee Invention;
      or (ii) any patent, copyright, trademark, service mark, trade name or other
      intellectual property held, generated or obtained by or for Employee or 3DIcon
      or any university, entity or person engaged by 3DIcon to perform research or
      any
      other service for 3DIcon; or (iii) licensed to or by 3DIcon; or (iv) used by
      3DIcon or its affiliates in its business.

     

    7. Term,
      Termination; Termination; Severance.

     

    (a) Term.
      Employee’s employment under this Agreement shall commence on May
      1,
      2007 (the “Commencement Date”), and shall continue for a period of one year from
      the Commencement Date hereof, unless sooner terminated as provided herein (the
      “Initial Term”).
      Notwithstanding the foregoing, upon the stated expiration of the Initial Term,
      and each anniversary of such date, the Initial Term (and any extended Initial
      Term) will automatically extend for one-year periods unless either party hereto
      provides the other party with at least thirty days advance written notice of
      its
      decision not to extend the applicable Term (hereinafter, the Initial Term,
      together with any and all one-year extensions, will be referenced as the
“Term”).

     

    (b) Termination
      and Effect of Termination.
      The
      employment of Employee under this Agreement may be terminated prior to the
      stated expiration of the Term set forth in Section 7(a) above in accordance
      with
      the following provisions:

     

    (i) Death. 
      Immediately, in the event of a termination of Employee’s employment due to the
      death of Employee, 3DIcon shall pay to Employee’s surviving spouse, or if none,
      to Employee’s estate or legal representative, in a lump-sum within ten days of
      the date of death, (A) any accrued but unpaid base salary provided for in
      Section 2(a) above hereof for services rendered through the date of death (B)
      any accrued but unpaid expenses required to be reimbursed under Section 3 above,
      (C) any unused PTO accrued under Section 4 above as of the date of death, and
      (D) any other amounts owing, but still unpaid, to Employee (for example, a
      bonus
      declared due and owing for a prior year). Employee’s surviving spouse, or if
      none, estate will also be provided with any accrued and vested benefits to
      which
      Employee may have be entitled, unless otherwise provided in any beneficiary
      designation made by Employee in regard to an employee benefit program or plan.
      (The payment amounts and accrued and vested benefits provided in this sub-clause
      (i) are the referenced herein as the “Accrued Obligations”).

     

    (ii) Disability.
      Immediately or at a later date, in the event of Employee’s disability, upon
      thirty days advance written notice to Employee, and within ten (10) days of
      such
      termination of employment, Employee shall be paid the Accrued
      Obligations.

     

    (iii) Voluntarily
      by Employee or 3DIcon without Cause.
      By
      Employee or by the Board of 3DIcon upon thirty days advance written notice
      to
      the other party, for no reason or for any reason other than “Cause.” In the
      event of a termination
      of Employee’s employment under this Section, 3DIcon shall, within ten days of
      the date of termination of employment, pay Employee in a lump-sum the Accrued
      Obligations. 

     

    
      
        
        

      

      
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    (iv) By
      3DIcon for Cause.
      Effective immediately, by the Board of 3DIcon for “Cause” at any time upon
      written notice to Employee. For purposes of this Agreement, “Cause” means: (I)
      the commission by Employee of gross misconduct or any fraud, malfeasance, theft
      or embezzlement against 3DIcon; (II) a material breach by Employee of any of
      his
      obligations under this Agreement or material violation by Employee of any rules
      or policies of 3DIcon; or (III) Employee’s commission of any felony (other than
      felonies relating solely to vehicle speeding incidents) or act involving moral
      turpitude. In
      the
      event of a termination
      of the Employee’s employment by 3DIcon with Cause, 3DIcon shall pay, in a
      lump-sum but subject to offset for amounts due or alleged to be due to 3DIcon,
      within ten days of the date of termination of the employment, the Accrued
      Obligations.

     

    (v) By
      Employee with Good Reason.
      By
      Employee, upon written notice to 3DIcon within thirty (30) days following the
      occurrence of any of the following, which shall consitute “Good Reason.”.
For
      purposes of this Agreement, “Good Reason” means: (I) any reduction by 3DIcon of
      Employee’s base salary without his consent; (II) 3DIcon’s material diminution of
      Employee’s title, or duties, or interference with his ability to carry out his
      duties; (III) 3DIcon’s assignment to the Employee of duties that are
      inconsistent with the duties stated in this Agreement; (IV) a breach by 3DIcon
      of any material provision of this Agreement, provided that in all such cases;
      or
      (V) a “change of control”, defined for purposes of this Agreement as any of the
      following: (aa) the sale, lease or other disposition of all of substantially
      all
      of the assets of 3DIcon, other than in the ordinary course of business; (bb)
      an
      acquisition of DIcon by an entity not owned or controlled the management of
      3DIcon, whether by consolidation, merger or other reorganization (with the
      exception of a merger or consolidation effected solely to change the domicile
      of
      3DIcon), whereby more than fifty percent (50%) of the outstanding voting shares
      of 3DIcon are held by persons or entities which did not hold voting shares
      of
      3DIcon before said transaction. 3DIcon has been provided with written notice
      and
      not less than fifteen days opportunity to cure. In the event of a termination
      of
      Employee’s employment by him with Good Reason, 3DIcon shall pay to Employee, in
      a lump-sum within ten days of the date of termination, the Accrued Obligations.
      

     

       (c) Severance
      Pay.  3DIcon
      shall pay Employee severance pay only under the terms and conditions of this
      Section 7(c). 

     

    (i) In
      the
      event Employee separates from employment with 3DIcon by Employee’s voluntary
      notice under Section 7(iii) or by 3DIcon’s decision under Section 7(iv),
      Employee shall be entitled to no severance pay or benefits
      hereunder.

     

    (ii) In
      the
      event Employee separates from employment with 3DIcon under Sections 7(i) or
      7(ii), or by 3DIcon’s voluntary notice under Section 7(iii) or by Employee’s
      timely decision due to the actual occurrence of one or more of the grounds
      stated in Section 7(v), Employee shall, upon execution of 3DIcon’s standard form
      separation agreement (which includes but is not limited to a General Release
      of
      3DIcon and its officers, directors and agents, from any claims you might have
      against any of them), be entitled to severance pay hereunder as follows: during
      a period equal to the greater of the number of months remaining on the one-year
      employment Term then in effect or six months, 3DIcon shall pay Employee an
      amount per month, on 3DIcon’s regular paydays and subject to mandatory
      withholdings, equal to Employee’s regular monthly salary at the time of
      separation.

     

    
      
        
        

      

      
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    8. Resignation
      From All Positions Upon Notice of Termination.
      In the
      event of the termination of Employee’s employment other than due to death,
      Employee hereby resigns from all other positions held by him with 3DIcon,
      including without limitation any position as a director, officer, agent, trustee
      or consultant of 3DIcon or any affiliate of 3DIcon, effective on the date of
      notice of termination of employment by 3DIcon or Employee. Neither stock
      ownership nor the holding of an office at 3DIcon shall constitute a right to
      employment hereunder.

     

    9. Covenant
      Against Competition.
      Employee acknowledges that the services he is to render are of a special and
      unusual character with a unique value to 3DIcon, the loss of which cannot
      adequately be compensated by damages in an action at law. In view of the unique
      value to 3DIcon of the services of Employee and because of the Confidential
      Information to be obtained by or disclosed to Employee, as set forth above,
      Employee covenants and agrees that during Employee’s employment and for a period
      of two years after termination of his employment for any reason, voluntarily
      or
      involuntarily, he will not, except as otherwise authorized by this Agreement,
      compete with 3DIcon or any affiliate of 3DIcon.

     

    For
      purposes of this Section 9: (i) the term “compete” means engaging (other than as
      a passive investor) in the business of three dimensional image capture,
      communication, transmission or display in a market which directly competes
      with
      the products, services or licenses offered by 3DIcon or its affiliates,
      including without limitation, as a proprietor, partner, active investor,
      shareholder, director, officer, employee, consultant, independent contractor,
      or
      otherwise; provided, that Employee may work for a branch or division of another
      entity so long as the employment responsibilities or activities of Employee
      do
      not compete with 3DIcon or its products, services or licenses. 

     

    10.
      D&O Insurance and Indemnification.
      3DIcon
      shall indemnify Employee, and hold him harmless, to the maximum extent permitted
      under law, if he is a party or is threatened to be made a party to any
      threatened, pending or completed action, suit or proceeding, whether civil,
      criminal, administrative or investigative, other than an action by or in the
      right of 3DIcon, solely by reason of the fact that Employee is or was a
      director, officer, employee or agent of 3DIcon, or is or was serving at the
      request of 3DIcon as a director, officer, employee or agent of another
      corporation, partnership, joint venture, trust or other enterprise, against
      all
      expenses, including attorneys’ fees, judgments, fines and amounts paid in
      settlement. In addition, 3DIcon will, within sixty days following the
      Commencement Date, secure comprehensive directors and officers’ liability
      insurance with a reputable company for the benefit of Employee.

     

    11. Additional
      Important Terms and Conditions of Employment.

     

    (a) Waiver.
      A
      party’s failure to insist on compliance or enforcement of any provision of this
      Agreement shall not affect the validity or enforceability or constitute a waiver
      of future enforcement of that provision or of any other provision of this
      Agreement by that party or any other party.

     

    
      
        
        

      

      
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    (b) Governing
      Law.
      This
      Agreement shall in all respects be subject to, and governed by, the laws of
      the
      State of Oklahoma without giving effect to its conflict of laws
      principles.

     

    (c)
       Severability.
      If for
      any reason any Section, term or provision of this Agreement is held to be
      invalid or unenforceable for any reason, such invalidity or unenforceability
      shall not affect any other provision hereof, and this Agreement shall be
      construed and enforced as if such provision had not been included herein and
      all
      other valid provisions herein shall remain in full force and
      effect.

     

    (d) Notice.
      Any and
      all notices and other communications required or permitted herein shall be
      in
      writing and deemed delivered if delivered personally, or sent by recognized
      overnight courier or registered or certified mail to 3DIcon at its principal
      place of business, or to Employee at the address hereinafter set forth following
      Employee’s signature, or at such other address or addresses as either party may
      hereafter designate in writing to the other, except that such notice of change
      of address will only be effective upon receipt.

     

    (e) Amendments.
      This
      Agreement may only be amended in a written agreement expressly stating that
      it
      is an amendment to this Agreement signed by 3DIcon and Employee. This Agreement
      may not be amended by a course of conduct of the parties.

     

    (f) Entire
      Agreement.
      This
      Agreement contains the entire agreement and understanding by and between
      Employee and 3DIcon with respect to the employment of Employee with 3DIcon,
      and
      no prior representations, promises, agreements, or understandings, written
      or
      oral, with respect to such employment, which are not expressly set forth in
      this
      Agreement, shall be of any force or effect.

     

    (g) Burden
      and Benefit.
      This
      Agreement may not be assigned by Employee. This Agreement, together with any
      amendments hereto, shall be binding upon 3DIcon’s successors and assigns and
      will inure to the benefit of Employee’s estate, heirs and personal
      representatives.

     

    (h) Headings.
      The
      various headings in this Agreement are inserted for convenience only and are
      not
      part of the Agreement.

     

    (i) Arbitration
      and Injunctive Relief by 3DIcon.
      In the
      event that any dispute arises among the parties hereto, all parties agree to
      waive their rights to alternative remedies and, by execution of this Agreement,
      each party irrevocably and unconditionally submits any differences or disputes
      existing among them which may arise hereunder to binding confidential private
      arbitration to be conducted before one arbitrator experienced in commercial
      matters (or otherwise acceptable to the parties) pursuant to the rules of the
      American Arbitration Association (“AAA”) for the arbitration of commercial
      dispoutes, in accordance with the comprehensive rules and procedures of AAA,
      including the internal appeal process provided for in Rule 34 of the AAA rules
      with respect to any initial judgment rendered in an arbitration. Any such
      arbitration proceeding shall take place in Tulsa, Oklahoma before a single
      arbitrator (rather than a panel of arbitrators). All such controversies, claims
      or disputes shall be settled in this matter in lieu of any action at law or
      equity; provided,
      however,
      that
      nothing in this section shall be construed as precluding 3DIcon from bringing
      a
      claim for injunctive relief or other equitable relief. The parties agree that
      the arbitrator shall have no authority to award any punitive or exemplary
      damages and waive, to the full extent permitted by law, any right to recover
      such damages in such arbitration. Each party shall each bear their respective
      costs (including arbitrator’s, experts’ and attorney’s fees and expenses), and
      there shall be no award of such fees, expenses or costs. Judgment upon the
      final
      award rendered by such arbitrator, after giving effect to the AAA internal
      appeal process, may be entered in any court having jurisdiction thereof.
      Notwithstanding the foregoing, the parties shall keep confidential the existence
      of the claim, controversy or dispute from third parties (other than the
      arbitrator), and the determination thereof, unless otherwise required by law
      or
      necessary for the business of 3DIcon. The parties agree to abide by all
      decisions and awards rendered in such proceedings and to waive the appeal
      thereof to the courts. Notwithstanding any term herein to the contrary, 3DIcon
      shall be entitled to seek full injunctive and equitable relief in a court
      proceeding as a result of any alleged violation by Employee of the terms of
      this
      Agreement, and Employee hereby consents to personal jurisdiction in any state
      or
      federal court located in the Tulsa County, in the State of Oklahoma for the
      purpose of any such proceeding. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    If
      for any reason this arbitration clause becomes not applicable, then each party,
      to the fullest extent permitted by applicable law, hereby irrevocably waives
      all
      rights to trial by jury as to any issue in any action, proceeding, or
      counterclaim arising out of or relating to this Agreement , Employee’s
      employment or any other matter involving the parties
      hereto. 

     

    Employee
      agrees that the provisions of Sections 5 and 6 of this Agreement are reasonable
      and necessary to protect the goodwill, confidential information and interests
      of
      3DIcon and consents to the entry of injunctive and such other equitable relief
      as may be appropriate (without the posting of a bond or other security) in
      the
      event of his breach thereof.

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    


     

    IN
      WITNESS WHEREOF,
      3DIcon
      and the Employee have duly executed this Agreement to be effective as of the
      day
      and year first above written.

     

    
      	 	 	 
	 	3DICON CORPORPATION
	 
 	 
 	 
 
	 	By:  	
              /s/
                Martin Keating,

            
	 	
              

              Martin
                Keating,

              Chairman
                and CEO

            
	 	 


    

     

    
      	 	 	 
	 	EMPLOYEE:
	 
 	 
 	 
 
	 	 	/s/ Vivek Bhaman
	 	
              

              Vivek
                Bhaman

            
	 	 


    

    



    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A: 

    OTHER
      BUSINESS ACTIVITIES, BOARDS


    


    Employee
      shall conclude operations of Nststep Consulting, LLC, within 30 days following
      the Commencement Date; provided, that such activities shall not interfere with
      Employee’s performance of his duties under this Agreement.


    


    


    


    SCHEDULE
      B: 

    PATENTS,
      COPYRIGHTS, TRADEMARKS, SERVICE MARKS, TRADENAMES AND OTHER INTELLECTUAL
      PROPERTY OWNED BY EMPLOYEE ON THE COMMENCEMENT DATE

    


    


    Employee
      neither owns nor holds any interest or claim in any intellectual property,
      incluing without limitation patents, trademarks, service marks, copyrights,
      trade names, or applications for the same, with the sole exception of the
      tradename, Nxtstep Consulting, LLC.

    
 

     

    12