ex10_7.htm


     

    EXHIBIT 10.7

     

    
      EMPLOYMENT
AGREEMENT

       

      EMPLOYMENT
AGREEMENT (“Agreement”) dated as of October 21, 2007 (the “Effective Date”)
between W.P. Hickman Systems, Inc., an Ohio corporation (the “Company”), and
Todd A. Bartlett (the “Executive”) (together, the “Parties”).

       

      WHEREAS, the Company desires to
employ the Executive, and the Executive desires to be employed by the Company,
as the Chief Financial Officer of the Company, in accordance with the terms and
conditions set forth herein; and

       

      NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants and promises in this Agreement, the
Parties agree as follows:

       

      1. Employment and
Acceptance.  The Company shall employ the Executive, and the
Executive shall accept employment, subject to the terms of this Agreement, on
the Effective Date.

       

      2. Term.  Subject
to earlier termination pursuant to Section 5 of this Agreement, the employment
relationship hereunder shall continue from the Effective Date until the third
anniversary of the Effective Date (the “Initial Term”) and shall extend for
successive one (1) year terms thereafter, unless either Party shall have given
at least sixty (60) days written notice to the other, prior to the expiration of
the Initial Term or extended term, that it does not wish to extend the
Term.  As used in this Agreement, the “Term” shall refer to the period
beginning on the Effective Date and ending on the date the Executive's
employment terminates in accordance with this Section 2 or Section
5.  In the event that the Executive's employment terminates, the
Company's obligation to continue to pay all Base Salary (defined below in
Section 4.1), as adjusted, Annual Bonus (defined below in Section 4.2), and
other benefits then accrued shall terminate except as may be provided for in
Section 6 of this Agreement.

       

      3. Duties and
Title.

       

      3.1 Title.  The
Executive shall serve in the capacity of Chief Financial Officer of the Company
and shall report solely and directly to the Board of Directors of the Company
(the “Board”).

       

      3.2 Duties.  The
Executive will perform such executive duties and have such areas of
responsibility that are not inconsistent with the Executive's position as Chief
Financial Officer as may be assigned to the Executive by the
Board.  The Executive will devote all his full business time and
attention to the performance of such duties and to the promotion of the business
and interests of the Company and its subsidiaries.

       

      4. Compensation and
Benefits.  As compensation for all services rendered pursuant
to this Agreement, the Company shall provide the Executive the following during
the Term:

       

      4.1 Base
Salary.  The Company will pay to the Executive an annual base
salary of $150,000, payable in accordance with the customary payroll practices
of the Company (“Base Salary”).  The compensation committee of the
Board (the “Compensation Committee”) will review annually the Executive's Base
Salary for increase (but not decrease).

       

      4.2 Bonus.  The
Executive shall be eligible to receive an annual bonus (“Annual Bonus”) under a
plan established by the Compensation Committee within ninety (90) days of the
Effective Date, based on the Company's achievement of annual financial targets
and key performance objectives and the Executive’s achievement of personal
performance objectives, each as mutually agreed by the Compensation Committee
and the Executive; provided that, in respect of the 2007 fiscal year of the
Company, the Executive will be eligible to receive a pro-rated Annual Bonus
based on the number of days Executive was employed by the Company during the
2007 fiscal year.  The Annual Bonus will be payable in two semi-annual
installments, with the first installment paid promptly after the close of the
second fiscal quarter of the Company based on an estimate of the Annual Bonus
for such year based on year-to-date Company and Executive performance, and the
second installment paid promptly after the close of the Company’s customary
year-end review process.  The Company and the Executive agree that the
amount of the Annual Bonus is intended to and will be set at a level to provide
Executive with total compensation, consisting of Annual Bonus and Base Salary,
equivalent to compensation packages of chief financial officers for comparable
publicly traded companies.

       

      4.3 Stock
Options.  The Executive shall be entitled to options to acquire
shares of the Common Stock of the Company or its ultimate parent corporation, if
applicable, pursuant to the terms of the Company’s, or such parent
corporation’s, stock option plan on the following terms, subject to approval by
the Compensation Committee:

       

      (a) grants of
options shall be made at least annually;

       

      (b) the
number of options granted shall be consistent with competitive practices at
comparable companies and appropriate relative to awards made to other senior
executives at the Company;

       

      (c) all
options shall be fully vested upon grant; and

       

      (d) all
options shall be exercisable for a period of ten years after the grant
date.

       

      4.4 Participation in Employee
Benefit Plans.  The Executive shall be entitled to participate
in all of the employee benefit plans, pension plans, medical benefit plans,
group life insurance plans or other employee welfare plans of the Company, as in
effect from time to time, pursuant to the terms of such plans.  The
Company shall provide the Executive, without cost to the Executive, with
long-term disability insurance and life insurance in the amount of
$1,000,000.  The Company shall maintain directors and officer
insurance covering the Executive.  Executive shall participate in and
receive all other benefit plans and perquisites from time to time in effect for
executives of the Company generally.

       

      4.5 Vacation.  The
Executive shall be entitled to three (3) weeks of paid vacation each calendar
year of the Company, which will be accrued and used in accordance with the
Company’s policies, procedures and practices.

       

      4.6 CPA and CFE
Certification.  The Company shall pay, or reimburse Executive
for, all training, registration, tutorial, membership, examination and other
expenses incurred by the Executive in obtaining and maintaining certification as
a Certified Public Accountant and a Certified Fraud Examiner, including, without
limitation, any such expenses which were previously reimbursed by Executive’s
prior employer which Executive shall be obligated to repay upon his resignation
from such employer.  All payments by the Company pursuant to this
Section 4.6 shall be increased, or “grossed-up,” by the amount of any Federal
and state income taxes payable by the Executive as a result of any such payments
being treated as taxable income for Federal or state income tax
purposes.

       

      4.7 Business Expense
Reimbursement.  The Executive shall be entitled to receive
reimbursement for all reasonable business expenses including cell phone;
business entertainment, meals and travel; seminar/conference/training expenses;
dues and subscription expenses; and continuing professional education and other
professional fees, in each case incurred by him in connection with his duties
under this Agreement and accounted for in accordance with the policies of the
Company as in effect from time to time.

       

      4.8 Relocation Expense
Reimbursement.  The Company shall reimburse Executive for all
reasonable and customary expenses (the "Relocation Expenses")
incurred by Executive and his immediate family in connection with the relocation
from their current residence in Farmington Hills, Michigan, subject to the
Company's requirements with respect to reporting and documentation of such
expenses.  The Relocation Expenses shall include: (i) transaction
costs incurred by Executive in connection with his purchase of a new residence
including attorney fees, transfer faxes, inspection fees and title insurance,
(ii) travel and lodging costs for one house-hunting trip for Executive and his
immediate family, (iii) moving expenses, including packing, shipping, insurance,
unpacking and temporary storage costs, (iv) temporary living expenses for a
period of up to twelve months, (v) expenses incurred by Executive to visit his
immediate family for up to twelve months until they are able to relocate, (vi)
for the period, if any, after the purchase of a new residence and prior to the
sale of Executive’s current residence, during which Executive has two mortgage
payments, one of such mortgage payments, (vii) transaction costs and real estate
commissions incurred by Executive in connection with the sale of Executive’s
current residence, including attorney fees, transfer faxes, inspection fees and
title insurance, and (viii) the amount, if any, by which the original purchase
price of the Executive’s current residence exceeds the ultimate sales price less
real estate commissions and closing costs (to the extent not otherwise
reimbursed by the Company under clause (vii)).   In addition, the
Executive shall receive a relocation bonus of $19,000, payable on the Effective
Date, to cover the other costs associated with the relocation of Executive’s
primary residence.  All payments by the Company pursuant to this
Section 4.8 shall be increased, or “grossed-up,” by the amount of any Federal
and state income taxes payable by the Executive as a result of any such payments
being treated as taxable income for Federal or state income tax
purposes.

       

      5. Termination of
Employment.

       

      5.1 Death.  The
Executive's employment hereunder shall terminate immediately upon his
death.

       

      5.2 Disability.  The
Company may immediately terminate the Executive's employment due to his
“Disability.”  For purposes of this Agreement, “Disability” shall mean
that as a result of a physical or mental injury or illness, the Executive is
unable to perform the essential functions of his job with or without reasonable
accommodation for a period of ninety (90) consecutive days in the opinion of a
licensed medical doctor selected by the Company and reasonably acceptable to the
Executive or his duly appointed guardian.

       

      5.3 By the Company for
Cause.  The Company may immediately terminate the Executive's
employment, for “Cause” (as defined below), by action of the Board, upon written
notice by the Board to the Executive identifying the act or acts constituting
Cause.  For purposes of this Agreement, “Cause” means: (i) the
Executive’s willful failure to perform, or gross negligence in the performance
of, the Executive’s duties and responsibilities to the Company; (ii) the
Executive’s conviction of or plea of nolo contendre to any felony
or other crime involving moral turpitude; (iii) the Executive’s unlawful use or
possession of illegal drugs; or (iv) the Executive’s commission of an act of
fraud, embezzlement, or other material dishonesty with respect to the
Company.

       

      5.4 By the Company without
Cause.  The Company may immediately terminate the Executive's
employment without Cause at any time without prior notice.

       

      5.5 By the Executive for Good
Reason.  The Executive may immediately terminate his employment
hereunder at any time for Good Reason (defined below).  For purposes
of this Agreement, “Good Reason” shall mean, without Executive's consent:
(i) failure of the Company to continue the Executive in the position of
Chief Financial Officer; (ii) a material reduction in Executive's
responsibilities, duties or position in a manner inconsistent with the duties of
a Chief Financial Officer of a similarly sized company and ownership structure;
(iii) a reduction in Executive's Base Salary as in effect from time to time
in accordance with this Agreement; (iv) the relocation of the Executive to a
workplace that is more than thirty (30) miles from the city limits of the City
of Solon, Ohio; or (v) a material breach of this Agreement by the Company;
provided that Good Reason shall not include acts that are cured by the Company
within thirty (30) days following Company's receipt of written notice from
Executive of circumstances constituting Good Reason.

       

      5.6 By the Executive Without
Good Reason.  The Executive may terminate his employment
hereunder without Good Reason at any time upon twenty (20) days prior written
notice to the Company.

       

      5.7 Upon Expiration of
Term.  Notwithstanding the foregoing, the Executive shall
provide the Company with at least sixty (60) days written notice, prior to the
expiration of the Initial Term or extended term, that he does not wish to extend
the Term, pursuant to Section 2 of this Agreement, and the Company shall provide
the Executive with at least sixty (60) days written notice, prior to the
expiration of the Initial Term or extended term, that it does not wish to extend
the Term, pursuant to Section 2 of this Agreement.

       

      6. Obligations upon
Termination.

       

      6.1 By the Company for Cause, By
the Executive Without Good Reason, or Due to Death or
Disability.  If (i) the Executive's employment with the Company
terminates due to his death; (ii) the Company terminates the Executive's
employment with the Company for Cause; (iii) the Company terminates the
Executive's employment with the Company due to the Executive's Disability; or
(iv) the Executive terminates his employment with the Company without Good
Reason, the Executive or the Executive's legal representatives (as appropriate),
shall be entitled to receive the following (collectively the “Accrued
Benefits”):

       

      (a) the
Executive's accrued but unpaid Base Salary and benefits set forth in Section
4.4, if any, through the date of termination and

       

      (b) the full
amount of any earned but unpaid Annual Bonus for any fiscal year of the Company
prior to the fiscal year in which the Executive's employment is
terminated;

       

      (c) payment
for any vacation time accrued but unused through the date of termination;
and

       

      (d) expenses
reimbursable under Sections 4.6 through 4.8 incurred but not yet reimbursed to
the Executive through the date of termination.

       

      6.2 By the Company Without Cause
or the Executive for Good Reason.  If the Company terminates
the Executive's employment without Cause or the Executive terminates employment
for Good Reason, the Executive shall be entitled to receive the
following:

       

      (a) the
Accrued Benefits;

       

      (b) continued
Base Salary for the
remainder of the three-year Initial Term or one-year extended Term, as
applicable, payable in monthly installments; and

       

      (c) an Annual
Bonus equal to $100,000 for each year, or portion thereof (on a pro-rated
basis), during the remainder of the three-year Initial Term or one-year extended
Term, as applicable, payable at the time Annual Bonuses are paid to other
executives of the Company.

       

      6.3 Election Not to Extend the
Term.  In the event that either Party elects not to extend the
Term pursuant to Section 2 of this Agreement, unless the Executive’s employment
with the Company is earlier terminated pursuant to Section 5 of this Agreement,
the Executive’s termination of employment hereunder shall be deemed to occur on
the close of business on the day immediately preceding the next scheduled date
on which the extension begins, and the Executive shall be entitled to receive
the Accrued Benefits.

       

      7. Other
Provisions.

       

      7.1 Indemnification.  The
Company shall indemnify the Executive, to the extent provided in its then
current Articles of Incorporation and bylaws, against any claims arising out of
the Executive’s employment with the Company.

       

      7.2 Notices.  Any
notice or other communication required or which may be given hereunder shall be
in writing and shall be delivered personally, sent by facsimile transmission or
sent by certified, registered or express mail, postage prepaid or overnight mail
and shall be deemed given when so delivered personally or sent by facsimile
transmission or, if mailed, four (4) days after the date of mailing or one (1)
day after overnight mail, as follows:

       

      (a) If to the
Company, to:

       

      W.P.
Hickman Systems, Inc.

      30700
Solon Industrial Parkway

      Solon, OH
44139

      Attention:

      Fax:  (440)
248-6524

       

      With a
copy to:

       

      


      Attention:

       

      Telephone:

       

      Fax:

       

      (b) If to the
Executive, to the Executive's home address reflected in the Company's records,
with a copy to:

       

      Honigman
Miller Schwartz & Cohn LLP

       

      130 S.
First Street

       

      Ann
Arbor, MI 48104

       

      Attention:
Audrey P. DiMarzo

       

      Fax:
(734) 418-4263

       

      7.3 Entire
Agreement.  This Agreement contains the entire agreement
between the Parties with respect to the subject matter hereof and supersedes all
prior agreements, written or oral, with respect thereto.

       

      7.4 Waiver and
Amendments.  This Agreement may be amended, modified,
superseded, canceled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by the Parties or, in the
case of a waiver, by the Party waiving compliance.  No delay on the
part of either Party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any waiver on the part of any right,
power or privilege hereunder, nor any single or partial exercise of any right,
power or privilege hereunder, preclude any other or further exercise thereof or
the exercise of any other right, power or privilege hereunder.

       

      7.5 Governing Law. This
Agreement shall be governed and construed in accordance with the laws of the
State of Ohio applicable to agreements made and/or to be performed entirely
within that State, without regard to conflicts of laws principles.

       

      7.6 Assignment.  This
Agreement, and all of the Executive’s rights and duties hereunder, shall not be
assignable or delegable by the Executive.  Any purported assignment or
delegation by the Executive in violation of the foregoing shall be null and void
ab initio and of no
force and effect.  This Agreement may be assigned by the Company only
to a person or entity which is a successor in interest to substantially all of
the business operations of the Company.  Upon such assignment, and
assumption by such successor person or entity, the rights and obligations of the
Company hereunder shall become the rights and obligations of such successor
person or entity.

       

      7.7 Successors; Binding
Agreement.  This Agreement shall inure to the benefit of and be
binding upon personal or legal representatives, executors, administra­tors,
successors, heirs, distributees, devisees and legatees.

       

      7.8 Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same
instrument.

       

      7.9 Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning of terms contained herein.

       

      7.10 Severability.  If
any term, provision, covenant or restriction of this Agreement, or any part
thereof, is held by a court of competent jurisdiction of any foreign, federal,
state, county or local government or any other governmental, regulatory or
administrative agency or authority to be invalid, void, unenforceable or against
public policy for any reason, the remainder of the terms, provisions, covenants
and restrictions of this Agreement shall remain in full force and effect and
shall in no way be affected or impaired or invalidated.

       

      7.11 Conformance with Code
Section 409A.  The Parties hereto agree to negotiate in good
faith should any amendment to the Agreement be required in order to comply with
Section 409A of the Internal Revenue Code.

       

      IN
WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have
executed this Agreement as of the day and year first above
mentioned.

       

       

      EXECUTIVE

       

      /s/
Todd A. Bartlett

      Name:
Todd A. Bartlett

       

      


      W.P.
HICKMAN SYSTEMS, INC.

       

      By:                                                                

      Name:  _______________________

      Title:  _________________________

      


      


      DETROIT.2817994.2

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

     

    
      EMPLOYMENT
AGREEMENT

       

      EMPLOYMENT
AGREEMENT (“Agreement”) dated as of the closing of the W.P. Hickman Acquisition
by the Serefex Corporation as announced by an 8-K filing with the Securities and
Exchange Commission (the “Effective Date”) between Serefex Corporation, a
Delaware corporation (the “Company”), and Todd A. Bartlett (the “Executive”)
(together, the “Parties”).

       

      WHEREAS, the Company desires to
employ the Executive, and the Executive desires to be employed by the Company,
as the Chief Financial Officer of the Company, in accordance with the terms and
conditions set forth herein; and

       

      NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants and promises in this Agreement, the
Parties agree as follows:

       

      1. Employment and
Acceptance.  The Company shall employ the Executive, and the
Executive shall accept employment, subject to the terms of this Agreement, on
the Effective Date.

       

      2. Term.  Subject
to earlier termination pursuant to Section 5 of this Agreement, the employment
relationship hereunder shall continue from the Effective Date until the third
anniversary of the Effective Date (the “Initial Term”) and shall extend for
successive one (1) year terms thereafter, unless either Party shall have given
at least sixty (60) days written notice to the other, prior to the expiration of
the Initial Term or extended term, that it does not wish to extend the
Term.  As used in this Agreement, the “Term” shall refer to the period
beginning on the Effective Date and ending on the date the Executive's
employment terminates in accordance with this Section 2 or Section
5.  In the event that the Executive's employment terminates, the
Company's obligation to continue to pay all Base Salary (defined below in
Section 4.1), as adjusted, Annual Bonus (defined below in Section 4.2), and
other benefits then accrued shall terminate except as may be provided for in
Section 6 of this Agreement.

       

      3. Duties and
Title.

       

      3.1 Title.  The
Executive shall serve in the capacity of Chief Financial Officer of the Company
and shall report to the CEO and President of the company and  to the
Board of Directors of the Company (the “Board”).

       

      3.2 Duties.  The
Executive will perform such executive duties and have such areas of
responsibility that are not inconsistent with the Executive's position as Chief
Financial Officer as may be assigned to the Executive by the
Board.  The Executive will devote all his full business time and
attention to the performance of such duties and to the promotion of the business
and interests of the Company and its subsidiaries.

       

      4. Compensation and
Benefits.  As compensation for all services rendered pursuant
to this Agreement, the Company shall provide the Executive the following during
the Term:

       

      4.1 Bonus.  The
Executive shall be eligible to receive an annual bonus (“Annual Bonus”) under a
plan established by the Compensation Committee within ninety (90) days of the
Effective Date, based on the Company's achievement of annual financial targets
and key performance objectives and the Executive’s achievement of personal
performance objectives, each as mutually agreed by the Compensation Committee
and the Executive; provided that, in respect of the 2007 fiscal year of the
Company, the Executive will be eligible to receive a pro-rated Annual Bonus
based on the number of days Executive was employed by the Company during the
2007 fiscal year.  The Annual Bonus will be payable in two semi-annual
installments, with the first installment paid promptly after the close of the
second fiscal quarter of the Company based on an estimate of the Annual Bonus
for such year based on year-to-date Company and Executive performance, and the
second installment paid promptly after the close of the Company’s customary
year-end review process.

       

      4.2 Stock
Options.  The Executive shall be entitled to options to acquire
shares of the Common Stock of the Company or its ultimate parent corporation, if
applicable, pursuant to the terms of the Company’s, or such parent
corporation’s, stock option plan on the following terms, subject to approval by
the Compensation Committee:

       

      (a) grants of
options shall be made at least annually;

       

      (b) the
number of options granted shall be consistent with competitive practices at
comparable companies and appropriate relative to awards made to other senior
executives at the Company;

       

      (c) all
options shall be fully vested upon grant; and

       

      (d) all
options shall be exercisable for a period of ten years after the grant
date.

       

      4.3 Participation in Employee
Benefit Plans.  The Executive shall be entitled to participate
in all of the employee benefit plans, pension plans, medical benefit plans,
group life insurance plans or other employee welfare plans of the Company, as in
effect from time to time, pursuant to the terms of such plans.  The
Company shall maintain directors and officer insurance covering the
Executive.  Executive shall participate in and receive all other
benefit plans and perquisites from time to time in effect for executives of the
Company generally.

       

      4.4 Vacation.  The
Executive shall be entitled to a total of three (3) weeks of paid vacation each
calendar year of the Company, which will be accrued and used in accordance with
the Company’s policies, procedures and practices.

       

      4.5 Business Expense
Reimbursement.  The Executive shall be entitled to receive
reimbursement for all reasonable business expenses including cell phone;
business entertainment, meals and travel; seminar/conference/training expenses;
dues and subscription expenses; and continuing professional education and other
professional fees, in each case incurred by him in connection with his duties
under this Agreement and accounted for in accordance with the policies of the
Company as in effect from time to time.

       

      4.6 Relocation Expense
Reimbursement.  The Company shall reimburse Executive for all
reasonable and customary expenses (the "Relocation Expenses")
incurred by Executive and his immediate family, that are not reimbursed by W.P.
Hickman Systems, in connection with the relocation from their current residence
in Farmington Hills, Michigan, subject to the Company's requirements with
respect to reporting and documentation of such expenses.  The
Relocation Expenses shall include: (i) transaction costs incurred by Executive
in connection with his purchase of a new residence including attorney fees,
transfer faxes, inspection fees and title insurance, (ii) travel and lodging
costs for one house-hunting trip for Executive and his immediate family, (iii)
moving expenses, including packing, shipping, insurance, unpacking and temporary
storage costs, (iv) temporary living expenses for a period of up to twelve
months, (v) expenses incurred by Executive to visit his immediate family for up
to twelve months until they are able to relocate, (vi) transaction costs and
real estate commissions incurred by Executive in connection with the sale of
Executive’s current residence, including attorney fees, transfer faxes,
inspection fees and title insurance, and (vii) the amount, if any, by which the
original purchase price of the Executive’s current residence exceeds the
ultimate sales price less real estate commissions and closing costs (to the
extent not otherwise reimbursed by the Company under clause
(vii).  All payments by the Company pursuant to this Section 4.6 shall
be increased, or “grossed-up,” by the amount of any Federal and state income
taxes payable by the Executive as a result of any such payments being treated as
taxable income for Federal or state income tax purposes.

       

      4.7 Conversion of Current
Options/Warrants

       

      Upon
signing of this agreement, the company agrees to convert all executive’s warrant
into stock at no cost to the executive.

       

      5. Termination of
Employment.

       

      5.1 Death.  The
Executive's employment hereunder shall terminate immediately upon his
death.

       

      5.2 Disability.  The
Company may immediately terminate the Executive's employment due to his
“Disability.”  For purposes of this Agreement, “Disability” shall mean
that as a result of a physical or mental injury or illness, the Executive is
unable to perform the essential functions of his job with or without reasonable
accommodation for a period of ninety (90) consecutive days in the opinion of a
licensed medical doctor selected by the Company and reasonably acceptable to the
Executive or his duly appointed guardian.

       

      5.3 By the Company for
Cause.  The Company may immediately terminate the Executive's
employment, for “Cause” (as defined below), by action of the Board, upon written
notice by the Board to the Executive identifying the act or acts constituting
Cause.  For purposes of this Agreement, “Cause” means: (i) the
Executive’s willful failure to perform, or gross negligence in the performance
of, the Executive’s duties and responsibilities to the Company; (ii) the
Executive’s conviction of or plea of nolo contendre to any felony
or other crime involving moral turpitude; (iii) the Executive’s unlawful use or
possession of illegal drugs; or (iv) the Executive’s commission of an act of
fraud, embezzlement, or other material dishonesty with respect to the
Company.

       

      5.4 By the Company without
Cause.  The Company may immediately terminate the Executive's
employment without Cause at any time without prior notice.

       

      5.5 By the Executive for Good
Reason.  The Executive may immediately terminate his employment
hereunder at any time for Good Reason (defined below).  For purposes
of this Agreement, “Good Reason” shall mean, without Executive's consent:
(i) failure of the Company to continue the Executive in the position of
Chief Financial Officer; (ii) a material reduction in Executive's
responsibilities, duties or position in a manner inconsistent with the duties of
a Chief Financial Officer of a similarly sized company and ownership structure;
(iii) a reduction in Executive's Compensation as in effect from time to
time in accordance with this Agreement; (iv) the relocation of the Executive to
a workplace that is more than thirty (30) miles from the city limits of the City
of Solon, Ohio; or (v) a material breach of this Agreement by the Company;
provided that Good Reason shall not include acts that are cured by the Company
within thirty (30) days following Company's receipt of written notice from
Executive of circumstances constituting Good Reason.

       

      5.6 By the Executive Without
Good Reason.  The Executive may terminate his employment
hereunder without Good Reason at any time upon twenty (20) days prior written
notice to the Company.

       

      5.7 Upon Expiration of
Term.  Notwithstanding the foregoing, the Executive shall
provide the Company with at least sixty (60) days written notice, prior to the
expiration of the Initial Term or extended term, that he does not wish to extend
the Term, pursuant to Section 2 of this Agreement, and the Company shall provide
the Executive with at least sixty (60) days written notice, prior to the
expiration of the Initial Term or extended term, that it does not wish to extend
the Term, pursuant to Section 2 of this Agreement.

       

      6. Obligations upon
Termination.

       

      6.1 By the Company for Cause, By
the Executive Without Good Reason, or Due to Death or
Disability.  If (i) the Executive's employment with the Company
terminates due to his death; (ii) the Company terminates the Executive's
employment with the Company for Cause; (iii) the Company terminates the
Executive's employment with the Company due to the Executive's Disability; or
(iv) the Executive terminates his employment with the Company without Good
Reason, the Executive or the Executive's legal representatives (as appropriate),
shall be entitled to receive the following (collectively the “Accrued
Benefits”):

       

      (a) the
Executive's accrued but unpaid Compensation and benefits set forth in Section
4.3, if any, through the date of termination and

       

      (b) the full
amount of any earned but unpaid Annual Bonus for any fiscal year of the Company
prior to the fiscal year in which the Executive's employment is
terminated;

       

      (c) expenses
reimbursable under Sections 4.5 through 4.6 incurred but not yet reimbursed to
the Executive through the date of termination.

       

      6.2 By the Company Without Cause
or the Executive for Good Reason.  If the Company terminates
the Executive's employment without Cause or the Executive terminates employment
for Good Reason, the Executive shall be entitled to receive the
following:

       

      (a) the
Accrued Benefits;

       

      (b) an Annual
Bonus equal to fifty percent (50%) of prior year bonus   for each
year, or portion thereof (on a pro-rated basis), during the remainder of the
three-year Initial Term or one-year extended Term, as applicable, payable at the
time Annual Bonuses are paid to other executives of the Company.

       

      6.3 Election Not to Extend the
Term.  In the event that either Party elects not to extend the
Term pursuant to Section 2 of this Agreement, unless the Executive’s employment
with the Company is earlier terminated pursuant to Section 5 of this Agreement,
the Executive’s termination of employment hereunder shall be deemed to occur on
the close of business on the day immediately preceding the next scheduled date
on which the extension begins, and the Executive shall be entitled to receive
the Accrued Benefits.

       

      7. Other
Provisions.

       

      7.1 Indemnification.  The
Company shall indemnify the Executive, to the extent provided in its then
current Articles of Incorporation and bylaws, against any claims arising out of
the Executive’s employment with the Company.

       

      7.2 Notices.  Any
notice or other communication required or which may be given hereunder shall be
in writing and shall be delivered personally, sent by facsimile transmission or
sent by certified, registered or express mail, postage prepaid or overnight mail
and shall be deemed given when so delivered personally or sent by facsimile
transmission or, if mailed, four (4) days after the date of mailing or one (1)
day after overnight mail, as follows:

       

      (a) If to the
Company, to:

       

      Serefex
Corporation

      4328
Corporate Square Blvd. Suite C

      Naples,
Florida 34104

      Attention:  Brian
Dunn

      Fax:  (239)
262-1642

       

      With a
copy to:

       

      


      Attention:

       

      Telephone:

       

      Fax:

       

      (b) If to the
Executive, to the Executive's home address reflected in the Company's records,
with a copy to:

       

      Honigman
Miller Schwartz & Cohn LLP

       

      130 S.
First Street

       

      Ann
Arbor, MI 48104

       

      Attention:
Audrey P. DiMarzo

       

      Fax:
(734) 418-4263

       

      7.3 Entire
Agreement.  This Agreement contains the entire agreement
between the Parties with respect to the subject matter hereof and supersedes all
prior agreements, written or oral, with respect thereto.

       

      7.4 Waiver and
Amendments.  This Agreement may be amended, modified,
superseded, canceled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by the Parties or, in the
case of a waiver, by the Party waiving compliance.  No delay on the
part of either Party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any waiver on the part of any right,
power or privilege hereunder, nor any single or partial exercise of any right,
power or privilege hereunder, preclude any other or further exercise thereof or
the exercise of any other right, power or privilege hereunder.

       

      7.5 Governing Law. This
Agreement shall be governed and construed in accordance with the laws of the
State of Michigan applicable to agreements made and/or to be performed entirely
within that State, without regard to conflicts of laws principles.

       

      7.6 Assignment.  This
Agreement, and all of the Executive’s rights and duties hereunder, shall not be
assignable or delegable by the Executive.  Any purported assignment or
delegation by the Executive in violation of the foregoing shall be null and void
ab initio and of no
force and effect.  This Agreement may be assigned by the Company only
to a person or entity which is a successor in interest to substantially all of
the business operations of the Company.  Upon such assignment, and
assumption by such successor person or entity, the rights and obligations of the
Company hereunder shall become the rights and obligations of such successor
person or entity.

       

      7.7 Successors; Binding
Agreement.  This Agreement shall inure to the benefit of and be
binding upon personal or legal representatives, executors, administra­tors,
successors, heirs, distributees, devisees and legatees.

       

      7.8 Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same
instrument.

       

      7.9 Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning of terms contained herein.

       

      7.10 Severability.  If
any term, provision, covenant or restriction of this Agreement, or any part
thereof, is held by a court of competent jurisdiction of any foreign, federal,
state, county or local government or any other governmental, regulatory or
administrative agency or authority to be invalid, void, unenforceable or against
public policy for any reason, the remainder of the terms, provisions, covenants
and restrictions of this Agreement shall remain in full force and effect and
shall in no way be affected or impaired or invalidated.

       

      7.11 Conformance with Code
Section 409A.  The Parties hereto agree to negotiate in good
faith should any amendment to the Agreement be required in order to comply with
Section 409A of the Internal Revenue Code.

       

      IN
WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have
executed this Agreement as of the day and year first above
mentioned.

       

       

      EXECUTIVE

       

      /s/
Todd A. Bartlett

      Name:
Todd A. Bartlett

       

      


      Serefex
Corporation.

       

      By:                                                                

      Name:  _______________________

      Title:  _________________________

      


      


      DETROIT.2817994.2