FIRST
      AMENDMENT TO EMPLOYMENT AGREEMENT

     

    THIS
      FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is executed in Tulsa,
      Oklahoma on this 12th
      day of
      October, 2008, to be effective as of the 1st
      day of
      May, 2008 (the “Amendment Effective Date”) 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 entered an Employment Agreement, effective May 1, 2007, (the
“Employment Agreement”) and the term of employment renewed on May 1, 2008; and


     

    WHEREAS,
      3DIcon
      and Employee desire to enter this Amendment to the Employment Agreement and
      to
      amend the employment relationship on the terms and conditions set forth
      herein.

     

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

     

    1. Agreement. Except
      as
      expressly amended by this Amendment, the Employment Agreement shall remain
      in
      effect as written. Terms defined in the Employment Agreement shall have the
      meanings set forth therein unless otherwise defined in this
      Amendment.

     

    2. Section
      2: Compensation,
      in the
      Employment Agreement is hereby amended to read as follows:

     

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

     

    (a) Salary.
      3DIcon
      shall pay Employee an annual salary of $300,000.00, earned and payable in
      twenty-four equal semi-monthly installments in arrears; provided, that while
      the
      $50,000 per year increase shall begin to accrue on May 1, 2008, 3DIcon shall
      have the option to defer payment of any or all of the increase until the end
      of
      the term, April 30, 2009, at which time 3DIcon may elect to pay the unpaid
      balance of the increase, without interest, in cash or to convert said balance
      to
      3DIcon S-8 stock at a 25% discount from the April 30, 2009, closing stock price.
      

     

    (b) Bonus.
      The
      bonus provision is deleted.

     

    (c) Stock
      Options.
      On this
      12th
      day of
      October, 2008, 3DIcon hereby grants to Employee the following incentive stock
      options to purchase shares of 3DIcon’s common stock (the “Options”) under the
      Amended Incentive Stock Plan adopted by 3DIcon. The Options are in addition
      to
      the options granted in the Employment Agreement. The Options shall vest and
      be
      fully exercisable, as provided in this Amendment, provided Employee is at the
      time of each vesting an employee of 3DIcon, on the following
      schedule:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (i)
      1,000,000 options @ $.055/share shall vest on October 12, 2008; and

     

    (ii)
      a
      total of 5,000,000
      incentive stock options @ $.055/share
      shall
      vest at the rate of 125,000 options per calendar quarter, on the last trading
      day of each quarter during the ten-year period commencing
      October 12, 2008; provided, that such vesting schedule shall be accelerated
      on
      the following schedule upon the stated conditions:

     

    a. On
      the
      first trading day after the
      first
      time 3DIcon’s stock has traded for at
      least
      $.50/share at any time during each of the immediately preceding thirty
      consecutive trading days: 1,000,000
      options less the number of options which have vested on the above quarterly
      vesting schedule to said date @ $.055/share; and

     

    b. On
      the
      first trading day after the
      first
      time 3DIcon’s stock has traded for at
      least
      $1.00/share at any time during each of the immediately preceding thirty
      consecutive trading days: 2,000,000
      options less the sum of the number of options which have vested on the above
      quarterly vesting schedule to said date plus the options which have vested
      under
      subsection (ii)a above, @ $.055/share; and

     

    c. On
      the
      first trading day after the
      first
      time 3DIcon’s stock has traded for at
      least
      $1.50/share at any time during each of the immediately preceding thirty
      consecutive trading days: 3,000,000
      options less the sum of the number of options which have vested on the above
      quarterly vesting schedule to said date plus the options which have vested
      under
      subsections (ii)a and (ii)b above, @ $.055/share; and

     

    d. On
      the
      first trading day after the
      first
      time 3DIcon’s stock has traded for at
      least
      $2.00/share at any time during each of the immediately preceding thirty
      consecutive trading days: 4,000,000
      options less the sum of the number of options which have vested on the above
      quarterly vesting schedule to said date plus the options which have vested
      under
      subsections (ii)a and (ii)b and (ii)c above, @ $.055/share; and

     

    e.On
      the
      first trading day afterthe
      first
      time 3DIcon’s stock has traded for at
      least
      $3.00/share at any time during each of the immediately preceding thirty
      consecutive trading days: 5,000,000
      options less the sum of the number of options which have vested on the above
      quarterly vesting schedule to said date plus the options which have vested
      under
      subsections (ii)a and (ii)b and (ii)c and (ii)d above, @ $.055/share;


    


    provided,
      that the aggregate number of options available to Employee under this section
      (c) (ii) shall not exceed 5,000,000 under any circumstance;

    


    
      
        
        

      

      
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    and
      further provided that all of the Options shall have a ten year term and,
      regardless of the forgoing vesting schedule or the vesting schedule set forth
      in
      the Employment Agreement, all of the Options as well as the options granted
      in
      the Employment Agreement, shall, subject to the remaining terms and conditions
      relating to the options therein, vest upon the occurrence of a “Change of
      Control”, as defined herein, of 3DIcon. A Change of Control shall occur when:
      (i) 3DIcon sells or otherwise transfers all or substantially all of its assets
      to an entity in which 3DIcon does not own or control a majority interest; or
      (ii) the holders of greater than 50% of the issued and outstanding 3DIcon stock
      sell or otherwise transfer their shares, in any three month period, to an entity
      in which 3DIcon does not own or control a majority interest or to a person
      or
      group of persons, none of whom are on the Board of Directors on the date this
      Amendment is signed by 3DIcon; or (iii) Golden Gate Investors, Inc., or an
      entity controlled by, under the same or substantially similar control or
      ownership as, or related to, Golden Gate Investors, Inc., or any person who
      owns
      or controls Golden Gate Investors, Inc., owns or controls the voting power
      of
      greater than 50% of the issued and outstanding 3DIcon stock; or (iv) 3DIcon
      issues shares in any single transaction or series of transactions which, when
      issued, would represent 50% or more of the issued and outstanding stock of
      3DIcon; or (v) 3DIcon enters into a merger, consolidation or combination of
      3DIcon into or with any other company, if the holders of the outstanding voting
      shares of 3DIcon prior to such merger, combination or consolidation do not
      retain a majority of the voting power of the surviving company; provided that,
      in such instance, the exchanges of securities of the surviving company for
      securities of 3DIcon shall be deemed to constitute a merger or consolidation
      of
      3DIcon. 

    


    The
      additional terms and conditions of the Options, and of the options granted
      in
      the Employment Agreement, are set forth in the Incentive Stock Option Agreement
      attached to this Amendment as Exhibit A (the “Option Agreement”), which Employee
      and 3DIcon will execute on or about the date this Amendment is executed, and
      in
      the 2007 Incentive Stock Plan (as amended from time to time by 3DIcon’s Board of
      Directors, the “Plan”) adopted by 3DIcon’s Board of Directors on or about August
      7, 2007, and in amended form, approved by the shareholders on May 17, 2008,
      a
      copy of which Plan has been provided to Employee. Employee acknowledges that
      all
      such terms and conditions are subject to amendment by 3DIcon’s Board of
      Directors from time to time. 

     

    Employee
      further acknowledges:

     

    (i) that
      the
      Options granted 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 Amendment or by the 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;

     

    (ii) that,
      because certain conditions exist with respect to the Options, it is possible
      that Employee may never receive the options; and

     

    (iii) that
      Employee is an accredited
      investor
      under
      federal and state securities laws. 

     

    
      
        
        

      

      
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     (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. Section
      4: Personal
      Time Off,
      is
      hereby
      amended to provide:

     

    4: Personal
      Time Off.  During
      each year of employment (May 1 - April 30), Employee shall be entitled to
      thirty-five 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 employment term. The seventeen
      days of PTO which Employee intends to take in November of 2008 shall be
      considered carried over from the prior employment year (May - April) and shall
      not count against Employee’s thirty-five days for the 2008-2009 employment term.
      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.

     

    4. Section
      7: Term;
      Termination; Severance,
      subsection
      (c) in the Employment Agreement, is hereby amended to provide as
      follows:

     

    (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 Employee 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 from the termination
      date, 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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    (iii)
      In
      the event Employee’s employment terminates because 3DIcon is liquidated or
      ceases doing business, and Employee is not, for any reason, otherwise receiving
      severance payments for a period of at least three months following the date
      on
      which the employment terminates, 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 for a period of
      three months following the termination of employment; provided, that such period
      shall not be in addition to other severance payments for the same period.


     

    4. This
      Amendment shall take effect as of the Amendment Effective Date and this
      Amendment, the Employment Agreement and the Option Agreement contain the entire
      understanding and agreement of Employee and 3DIcon with regard to Employee’s
      employment with 3DIcon. 

     

    IN
      WITNESS WHEREOF,
      3DIcon
      and the Employee have duly executed this Amendment 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

              President
                and COO

            
	 	 


    

    


    


    


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