Exhibit 10.1


EXECUTIVE EMPLOYMENT AGREEMENT


This Executive Employment
Agreement (“Agreement”) is made and deemed effective as of September 26, 2008,
by and between Tech Power, Inc., a Nevada corporation (“TCPW”), on one side,
and Matthew J. Marcus (“Executive”), on the other side, with reference to the
herein recitals, terms and conditions.


RECITALS


WHEREAS, Executive is
negotiating the purchase of 40,000,000 (forty million) shares of TCPW’s common
stock valued at $0.01 per share or $400,000.00 from the Company and Executive
will thereby gain a significant equity position thereby;


WHEREAS, TCPW recognizes the
experience and knowledge of Executive in matters relating to the TCPW’s future
business activities as a public company, and further, recognizes that it is in
the best interests of TCPW to retain the services of Executive;


NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained in this
Agreement, it is hereby agreed as follows:


AGREEMENT


Employment.


TCPW hereby employs
Executive as TCPW’s Chairman of the Board and Chief Executive Officer, and
Executive hereby accepts employment by TCPW in accordance with the terms and
conditions set forth in this Agreement.


Term.


Executive’s initial term of
employment and the services to be provided hereunder shall commence on
September 26th , 2008 and continue for a period of one (1) year from
such date (the “Initial Term”), subject to earlier termination as hereinafter
provided.


Compensation.


TCPW shall pay Executive the
following aggregate compensation for all services rendered by him to TCPW under
this Agreement:


3.1 Base Salary.






TCPW shall pay Executive a
base salary during the term of this Agreement commencing at the rate of one
hundred thousand dollars ($100,000) per annum (the “Base Salary”). The Base
Salary shall be payable in arrears, in substantially equal monthly installments
or more frequently in accordance with the policies of TCPW. TCPW shall review
Executive’s base salary bi-annually with Executive for the purpose of
determining a reasonable increase based on Executive’s service and performance,
taking into consideration a good-faith assessment of any other incentive and/or
bonus plans to which Executive may be a party. Such review shall be in
accordance with TCPW’s policies and practices with other executives in similar
positions with TCPW and its subsidiaries, if any. Notwithstanding the
foregoing, any increase in Executive’s Base Salary shall be determined by TCPW
at its sole discretion. In the event that TCPW is not able to pay the
Executive’s salary in cash, the Executive’s salary will accrue and may be
converted into common stock at a discount to the trading market value. Market
Value will be the average closing price of TCPW common stock over the preceding
30 day period.


3.2 Annual Bonus.


TCPW shall pay Executive an
annual bonus (the “Annual Bonus”) in a minimum amount of twenty five percent
(25%) of Executive’s annual Base Salary based on the achievement of certain
predetermined quantitative and qualitative goals related to the operating
performance of TCPW as mutually determined and agreed upon by Executive and
TCPW and in accordance with TCPW’s policies and practices.


3.3 Payment of Annual Bonus.


Executive’s Annual Bonus for
each fiscal year shall be determined as soon as practicable following the end
of each fiscal year, but in no event later than sixty (60) days following the
end of each fiscal year. Any Annual Bonus due to Executive shall be paid
promptly upon its final determination. TCPW shall cause and arrange to provide
Executive with an annual statement showing the manner in which the Annual Bonus
was calculated.


3.4 Other Benefits.


Executive shall be entitled
to participate, to the full extent eligible and available in accordance with
the terms of the program in which he desires to participate in all group life
and medical insurance programs which TCPW shall from time to time have for the
benefit of its officers, directors and/or employees, subject to the rules and
requirements then in effect regarding participation of executives or employees
therein. Executive shall also be entitled to participate in any management
compensation and benefit program on a basis similar to that which is made
available to other members of TCPW’s management team operating in a similar
capacity as the Executive. TCPW reserves the right to modify, terminate, and/or
reduce benefits at any time, provided such modification, termination and/or
reduction is applied to all other members of the management team operating in a
similar capacity as Executive.


Duties of Executive.


4.1 Business Development/Operations.


Subject to the oversight and
direction of the TCPW’s board of directors, Executive shall be responsible for
managing and developing all aspects of TCPW’s operations and business
development affairs.


4.2 Additions and Changes.


Executive shall perform such
reasonable additional work as may be required by TCPW from time to time under
the terms and conditions and according to the directions, instructions and
control of TCPW’s board of directors.


4.3 Best Efforts.


Executive shall devote his
best skill, effort and attention to his duties set forth herein and to further
enhance and develop TCPW’s business affairs, interests and welfare. Executive
shall be entitled to perform his duties from whatever location he deems
appropriate.






4.4 Policies.


Executive shall adhere to
the employment policies of TCPW in effect from time to time. References to the
policies or practices of TCPW shall mean its policies or practices of which
Executive has notice as in effect and modified from time to time.


4.5 Other Employment.


Executive may engage in
other employment without prior written consent of TCPW. Further, this provision
shall not be construed to prevent the Executive from personally, and for
Executive’s own account, owning, managing, investing or trading in real estate,
stocks, bonds, securities, commodities, or any other forms of investment, so
long as such owning, managing, investing or trading is not in competition with
TCPW and does not interfere with the performance of Executive’s duties
hereunder. However, Executive is not required to devote his full time to TCPW.


Expenses.


TCPW shall reimburse
Executive for reasonable and necessary business expenses in accordance with the
expense reimbursement policies and practices of TCPW and in accordance with a
predetermined budget to be approved by the board of directors of TCPW.


Director’s and Officer’s Insurance.


TCPW shall be required to
maintain, for the benefit of Executive, a director’s and officer’s policy of
insurance.


Fringe Benefits.


TCPW shall provide Executive
with all fringe benefits regularly provided to other similarly situated
officers, directors of TCPW, generally and with such other fringe benefits as
the Executive and TCPW shall mutually agree upon in writing.


7.1 Vacation.


 TCPW shall provide
Executive with two (2) weeks of paid vacation as well as holidays in accordance
with TCPW’s policies.


7.2 Insurance.


TCPW shall provide Executive
with family health insurance pursuant to TCPW’s health insurance plan if one
exists and in accordance with the policies and practices of TCPW.


Termination.


8.1 Termination with Cause.


TCPW may terminate Executive
“with cause” without notice, for reason of Executive’s (i) misappropriation or
embezzlement of funds of TCPW, (ii) intentional misrepresentation of a product
or service offered by TCPW, (iii) soliciting a client’s or customer’s business
for personal or competitive gain, (iv) use or sale of illegal drugs in the work
place, or repeated intoxication from alcohol or controlled substances in the
work place, (v) physical, mental or sexual abuse or harassment of any employee,
customer or prospective client or customer, (vi) criminal negligence or
criminal acts in the work place; (vii) commission of a felony or crime of moral
turpitude, (viii) selling or providing confidential information of TCPW to a
competitor, or (ix) theft or destruction of property of TCPW. TCPW may
terminate Executive “with cause” if, after ten (10) days prior written notice
by TCPW to Executive, Executive has failed to cure any of the following
occurrences: (i) violation of TCPW policies or procedures, (ii) breach of any
other of the covenants of this Agreement not specifically set forth in (i)
through (viii) above, or (iii) breach of an employee’s customary obligations to
the employer. In the event that Executive is terminated “with cause,” Executive
shall be entitled solely to the payment of (i) Executive’s then current Base
Salary through the date Executive is terminated and (ii) all accrued and unused
vacation and sick leave as of the date of termination. Executive shall not be
entitled to receive any other amounts or benefits from TCPW.





8.2 No Termination Without Cause.


TCPW may not terminate
Executive “without cause.” In the event that TCPW terminates Executive “without
cause,” Executive shall be paid (i) the equivalent of two years of Base Salary
and minimum bonus commitment as well as all accrued and unpaid salary through
the date of termination and (ii) all accrued and unused vacation and sick leave
as of the date of termination in addition to other legal and equitable remedies
available to Executive.


8.3 Termination Due to Executive’s Death or Disability.


In the event that this
Agreement is terminated due to Executive’s death or disability (as defined
below), Executive (or Executive’s legal representatives) shall be paid (i) nine
(9) months’ Base Salary as severance, (ii) Base Salary through the date of
termination, (iii) all Bonus payments earned through the date of termination or
previously awarded and unpaid and (iv) all accrued and unused vacation and sick
leave as of the date of termination. For purposes of this Agreement, the term
“Disability” shall mean the mental and physical inability to perform
satisfactorily Executive’s regular full time duties - with or without a
reasonable accommodation - as determined by a physician chosen by mutual
agreement of a physician selected by Executive and a physician selected by
TCPW, provided, however, that any Disability which continues for thirty (30)
days (whether or not consecutive) in any eighteen (18) month period shall be
deemed a Disability.


Indemnification.


9.1 Definition.


As used in this provision,
“Damages” means all claims, damages, liabilities, losses, judgments,
settlements, and expenses, including, without limitation, all reasonable fees
and disbursements of counsel incident to the investigation or defense of any
claim or proceeding or threatened claim or proceeding.


9.2 Terms of Indemnification.


TCPW agrees to indemnify,
defend and hold harmless Executive from all Damages (i) proximately caused by
the fault or negligence of TCPW, its officers, directors, employees or agents;
(ii) which relate in any manner to the terms and obligations of this Agreement;
(iii) which relate to any other failure by TCPW to comply with any terms of
this Agreement; (iv) which relate to any failure by TCPW to comply with
applicable laws and/or regulations in accordance with this Agreement; and/or
(v) resulting from any breach of any representation, warranty, covenant or promise
made by TCPW in this Agreement.


9.3 Notice of Claim.


TCPW shall promptly notify
Executive in writing of any claim asserted by a third person that might give
rise to any indemnity obligation hereunder. Failure of any TCPW to promptly
give such notice shall not relieve that individual of his indemnification
obligations under this Agreement. Together with or following such notice, TCPW
shall deliver to Purchaser copies of all notices and documents received by such
party relating to the asserted claim (including court papers).


9.4 TCPW Indemnification.


Executive will indemnify and
hold harmless, previous board members and officers of the corporation from any
claim that arises relating to the business activities of TCPW after the
“closing” date.








Miscellaneous.


10.1 Survival of Representations and Warranties.


The representations and
warranties of the parties including indemnification obligations contained
herein shall survive following the termination of Executive’s employment with
TCPW.


10.2 Waivers.


No action taken pursuant to
this Agreement, including any investigation by or on behalf of any party shall
be deemed to constitute a waiver by the party taking such action or compliance
with any representation, warranty, covenant or agreement contained herein,
therein and in any documents delivered in connection herewith or therewith. The
waiver by any party hereto of a breach of any provision of this Agreement shall
not operate or be construed as a waiver of any subsequent breach.


10.3 Notices.


All notices, requests,
demands and other communications, which are required or may be given under this
Agreement shall be in writing and shall be deemed to have been duly given if
delivered or mailed, first class mail, postage prepaid:


To Tech Power, Inc.; Mitchell S. Marcus, CEO


          21356
Nortdhoff Street, Suite 106


          Chatsworth,
CA 91311


To Executive: Matthew J. Marcus


          18031
Irvine Blvd., Suite 101


          Tustin,
CA 92780


          or
to such other address as such party shall have specified by notice in writing
to the other party.


10.4 Merger and Integration.


This Agreement contains the
entire understanding of the parties. There are no representations, covenants or
understandings other than those, either express, implied or referred to herein.
Each party acknowledges that there are no conditions to this agreement other
than those expressed or referred to herein. Each party further acknowledges
that no other party or any agent or attorney of any other party has made any
promise, representation or warranty whatsoever, express or implied or
statutory, not contained or referred to herein, concerning the subject matter
hereof, to induce him to execute this Agreement, and he acknowledges that he
has not executed this Agreement in reliance on any such promise, representation
or warranty not specifically contained or referred to herein.






10.5 Sections and Other Headings.


The section and other
headings contained in this Agreement are for reference purposes only and shall
not affect the meaning or interpretation of this Agreement.


10.6 Governing Law.


This Agreement, and all
transactions contemplated hereby, shall be governed by, construed and enforced
in accordance with the laws of the State of California. The parties herein
submit to personal jurisdiction and venue of a court of subject matter
jurisdiction which is appropriate for Orange County.


10.7 Attorney’s Fees and Court Costs.


In the event that litigation
results from or arises out of this Agreement or the performance thereof, the
parties agree to reimburse the prevailing party’s reasonable attorney’s fees,
court costs, and all other expenses, whether or not taxable by the court as
costs, in addition to any other relief to which, the prevailing party may be
entitled.


10.8 Contractual Procedures.


Unless specifically
disallowed by law, should litigation arise hereunder, service of process
therefore, may be obtained through certified mail, return receipt requested;
the parties hereto waiving any and all rights they may have to object to the
method by which service was perfected.


10.9 Partial Invalidity.


If any provision in this
Agreement is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remaining provisions will nevertheless continue in full force
without being impaired or invalidated in any way.


10.10 Further Assurances.


The parties agree to take
all further actions, including execution of documents, which are reasonably
necessary to effectuate the transaction contemplated by this Agreement.


10.11 Binding on Successors.


This Agreement and covenants
and conditions herein contained shall apply to, be binding upon and inure to
the benefit of the respective heirs, administrators, executors, legal
representatives, assignees, successors and agents of the parties hereto.


10.12 Specific Performance.


The parties agree that
remedies, at least for any breach or threat of breach of this Agreement, may be
inadequate and that, in the event of any such breach or threat of breach, the
non-breaching party will be entitled, in addition to all other rights and
remedies otherwise available at law or in equity, to the equitable remedy of
injunctive relief to enforce the provisions of this Agreement.


10.13 Joint Preparation.


This Agreement is to be
deemed to have been jointly prepared by the parties hereto and any uncertainty
and ambiguity existing herein shall not be interpreted against any party
hereto, but according to the application of the rules of interpretation of
contracts, if any such uncertainty or ambiguity exists.


10.14 Counterparts.






This Agreement can be
executed in one or more counterparts and the counterparts signed in the
aggregate shall constitute a single, original instrument. A facsimile/photocopy
of this Agreement may be used in lieu of the original for all purposes.


10.15 Contingencies.


This agreement must be
signed by all board members of TCPW in addition to the following other
documents and actions: the lease agreement settlement must be signed, the stock
purchase agreement must be signed, all board members must resign as officers
and board members of TCPW effective immediately and Mr. Matthew J. Marcus must
be elected as COB/CEO and is responsible for all outstanding obligations of
TCPW.


IN WITNESS WHEREOF, the
parties have executed this Agreement (consisting of 6 pages) so that it is
deemed effective as of the day and year first written above.


	
 

	
 

	
 


	
Tech Power, Inc.

	
 

	
Matthew J. Marcus


	
 

	
 

	
 


	
By: /s/ Mitchell S. Marcus

	
 

	
By: /s/ Matthew J. Marcus


	


	
 

	



	
Mitchell S. Marcus/CEO

	
 

	
Matthew J. Marcus


	
 

	
 

	
 


	
Dated: 9/26/08

	
 

	
Dated: 9/26/08