THIS
EMPLOYMENT AGREEMENT IS DATED FEBRUARY 12, 2010

     

    BETWEEN

    


    PRO-TECT
INC ("PRTT"), a corporation incorporated pursuant to the laws of the
State of Nevada, United States of America, (referred to as the
"Corporation")

    


    - and
–

    


    Ramesha
Sesha,
a resident
of New Jersey at 9113 Taylor Court, West Windsor, NJ 08550, (referred
to as the "Employee").

     

    EMPLOYMENT
AGREEMENT

     

    WHEREAS the Corporation wishes
to engage the services of the Employee and the Employee wishes to provide such
services to the Corporation;

    


    AND WHEREAS the Corporation
and the Employee have agreed that the employment of the Employee by the
Corporation will be in accordance with the provisions of this
Agreement.

    


    NOW THEREFORE in consideration
of the mutual covenants and undertakings contained in this Agreement and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Corporation and the Employee agree as follows:

    


    SECTION
1  DEFINITIONS

     

    
      	
              1.1

            	
              In
      this Agreement,

            


    

     

    
      	
               
      

            	
              (a)

            	
              “Acquiring Person” means
      an individual or entity;

            


    

     

    
      	
               
      

            	
              (b)

            	
              “Acquired Patents’ means
      the patents listed in Exhibit A of the Patent Acquisition
      Agreement;

            


    

     

    
      	
               
      

            	
              (c)

            	
              "Affiliate" has the
      meaning attributed to such term in SEC Rule 405 as the same may be amended
      from time to time, and any successor legislation
  thereto;

            


    

     

    
      	
               
      

            	
              (d)

            	
              "Agreement" means this
      agreement and all schedules attached to this agreement, in each case as
      they may be amended or supplemented from time to time, and the expressions
      "hereof," "herein," "hereto," "hereunder," "hereby" and similar
      expressions refer to this agreement and unless otherwise indicated,
      references to sections are to sections in this
  agreement;

            


    

     

    
      	
               
      

            	
              (e)

            	
              "Benefits" has the
      meaning attributed to such term in section
6;

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Employment
Agreement

    Ram
Sesha

    February
12, 2010

    Page
2 of 13

    


    
      	
               
      

            	
               (f)

            	
              "Beneficially Own or Beneficial
      Owner" has the meaning set forth in Rule 13d-3 under the Securities
      Exchange Act of 1934;

            


    

     

    
      	
               
      

            	
              (g)

            	
              "Board" means the members
      of the Board of Directors of PRTT on the Effective Date (subject, however,
      to clause (ii) of the definition of "Change of
  Control");

            


    

     

    
      	
               
      

            	
              (h)

            	
              "Business Day" means any day,
      other than Saturday, Sunday or any holiday on which the employees of the
      Corporation are not required to report for
work;

            


    

     

    
      	
               
      

            	
              (i)

            	
              “Capitalization” means
      the immediate financing of the Corporation after the execution of this
      Agreement;

            


    

     

    
      	
               
      

            	
              (j)

            	
              “Change of Control” means
      the occurrence of any one or more of the
  following:

            


    

     

    (i)   Any
Person becomes an Acquiring Person, except as the result of (A)
any   acquisition of Voting Securities of PRTT by PRTT or (B) any
acquisition of Voting Securities of PRTT directly from PRTT (as authorized by
the Board of Directors of PRTT);

    


    (ii)  Individuals
who constitute the Incumbent Board cease for any reason
to       constitute at least a majority of
the Board of Directors of PRTT; and for this purpose, any individual who becomes
a member of the Board of Directors of PRTT after the Effective Date whose
election, or nomination for election by holders of PRTT's Voting Securities, was
approved by the vote of at least a majority of the individuals then constituting
the Incumbent Board shall be considered a member of the Incumbent
Board;

    


    (iii) The
consummation of a reorganization, merger, share exchange consolidation, or sale
or disposition of all or substantially all of the assets of the PRTT, in any
case, the Persons who or which Beneficially Own the Voting Securities of PRTT
immediately before that transaction Beneficially Own, directly or indirectly,
immediately after the transaction, at least 75% of the Voting Securities of PRTT
or any other corporation or other entity resulting from or surviving the
transaction (including a corporation or other entity which, as the result of the
transaction, owns all or substantially all of Voting Securities of PRTT or all
or substantially all of PRTT's assets, either directly or indirectly through one
or more subsidiaries) insubstantially the same proportion as their respective
ownership of the Voting Securities of  PRTT immediately before that
transaction;

    


    iv)
PRTT's shareholders approve a complete liquidation or dissolution of PRTT;
or

    


    v ) A
sale of fifty percent (50%) or more of the assets of PRTT;


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Employment
Agreement

    Ram
Sesha

    February
12, 2010

    Page 3
of 13


    


    
      	
               
      

            	
              (k)

            	
              "Confidential
      Information" means all
      confidential or proprietary information, intellectual property (including
      trade secrets) and confidential facts relating to the business or affairs
      of the Corporation or any of its Subsidiaries, including, without
      limitation, business, financing or marketing plans, any aspects of
      sourcing supplies and materials, information with respect to suppliers,
      intermediates, manufacturing or production, technical specifications,
      know-how, data, formulae, patent applications, personnel information
      pertaining to PRTT or its employees, independent
    consultants;

            


    

     

    
      	
               
      

            	
              (l)

            	
              "Date of Termination"
      has the meaning attributed to it in subsection
  8.2;

            


    

     

    
      	
               
      

            	
              (m)

            	
              "Disability" means the
      mental or physical state of the Employee such that the Employee has been
      unable as a result of illness, disease, mental or physical disability or
      similar cause to fulfill his obligations under this Agreement for
      consecutive period of 3 months in any consecutive 12 month
      period;

            


    

     

    
      	
               
      

            	
              (n)

            	
              "Effective Date" means
      Date of Initial Capitalization after the execution of this
      Agreement;

            


    

     

    
      	
               
      

            	
              (o)

            	
              "Employment Period"
      means the period between the Effective Date and the Date of
      Termination;

            


    

     

    
      	
               
      

            	
              (p)

            	
              "Good Reason"
      means:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      material change or series of material changes in the responsibilities or
      status of the Employee with the Corporations, such that immediately after
      such change or series of changes the reporting structure or roles or
      responsibilities or designation or status of the Employee is materially
      diminished in comparison to his responsibilities and status immediately
      prior to such change or series of changes;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      taking of any action by the Corporations which would materially adversely
      affect the Employee's participation in, or materially reduce the
      Employee's Salary, Benefits and other similar plans in which the Employee
      is participating at the date hereof (or such other plans as may be
      implemented after the date hereof that provide the Employee with
      substantially similar benefits), or the taking of any action by the
      Corporations which would deprive the Employee of any material fringe
      benefit enjoyed by him at the date hereof;
or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              in
      the event of a Change of Control;

            


    

     

    
      	
               
      

            	
              (q)

            	
              “Handbook” means the
      employment policies and procedures of the
  Corporation;

            



      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Employment
Agreement

    Ram
Sesha

    February
12, 2010

    Page 4
of 13

     

    
      	
               
      

            	
              (r)

            	
              "Just Cause" means a
      determination by the Board of the Corporation, acting in good faith but
      made in the sole discretion of the Board of the
    Corporation:

            


    

     

    
      	
               
      

            	
              (i)

            	
              a
      material breach by the Employee of his obligations under this Agreement
      other than performance;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              disloyal
      behavior, including, without limitation, fraud, embezzlement, theft,
      conviction of a felony, proven dishonesty in the course of his
      employment;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      disclosure of trade secrets or Confidential Information, except as is
      strictly required in the course of the performance the Employee's duties
      under this Agreement;

            


    

     

    
      	
               
      

            	
              (s)

            	
              “Patent Acquisition
      Agreement” means that certain agreement entered into by and between
      the Corporation and Nectid Inc., as of the same date as this
      Agreement;

            


    

     

    
      	
               
      

            	
              (t)

            	
              "Person" means any
      individual, partnership, limited partnership, joint venture, syndicate,
      sole proprietorship,
      company or corporation with or without share capital, unincorporated
      association, trust, trustee, executor, administrator or other legal
      personal representative, regulatory body or agency, government or
      governmental agency, authority or entity however designated or
      constituted;

            


    

     

    
      	
               
      

            	
              (u)

            	
              “Products” means products
      and services developed during the commercialization of the Acquired
      Patents;

            


    

     

    
      	
               
      

            	
              (v)

            	
              “Round of Financing”
      means each time the Corporation raises money to fund its
      business;

            


    

     

    
      	
               
      

            	
              (w)

            	
              “Salary” means the annual
      cost, including bonus and benefits, of the Employee to the
      Corporation;

            


    

     

    
      	
               
      

            	
              (x)

            	
              “Senior Management” means
      the President& Chief Executive
Officer;

            


    

     

    
      	
               
      

            	
              (y)

            	
              “Stock Option” means an
      option to acquire Corporation’s Common Stock granted under an equity plan
      approved by the Board Of Directors for the Senior
    Management;

            


    

     

    
      	
               
      

            	
              (z)

            	
              “Subsidiary or
      Subsidiaries” means any corporation, company, partnership,
      organization or other entity of which the securities or other ownership
      interests having a majority of the ordinary voting power in electing the
      board of directors or other governing body are, at the time of such
      determination, owned by a company or another
  Subsidiary;

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Employment
Agreement

    Ram
Sesha

    February
12, 2010

    Page 5
of 13


     

    
      	
               
      

            	
              (aa)

            	
              “Voting Securities” means shares of
      common or preferred stock, general or limited partnership shares or
      interests, or similar interests if the shares or interest, by statute,
      charter, or in any manner, entitle the holder:


            


    

     

    
      	
               
      

            	
              (i)

            	
              To
      vote for or to select directors, trustees, or partners (or persons
      exercising similar functions of the issuing company);
  or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              To
      vote on or to direct the conduct of the operations or other significant
      policies of the issuing company;

            


    

     

    
      	
               
      

            	
              (bb)

            	
              “Warrant” means a right
      that entitles the Employee to buy one share of common stock of the
      Corporation at a price per share to be determined by the
      Board;

            


    

     

    
      	
               
      

            	
              (cc)

            	
              "Year of Employment"
      means any 12 month period commencing on the January 1 of the year under
      consideration.

            


    

     

    SECTION
2  EMPLOYMENT OF THE EMPLOYEE

     

    
      	
              2.1

            	
              The
      Corporation shall employ the Employee, and the Employee shall serve the
      Corporation in the position of Chief Operating Officer reporting to Board
      of Directors on the conditions and for the remuneration hereinafter set
      out.  During the employment Term, the Employee shall have such
      responsibilities, duties and authority, and shall render such services for
      and in connection with the Corporation and its subsidiaries and affiliates
      as are customary in such position and as the Board of Directors of the
      Corporation shall from time to time reasonably direct. During the
      Employment Period, the Employee shall serve as a member of the Board of
      Directors of the Corporation. The Employee shall devote the Employee's
      full business time and attention exclusively to the business of the
      Corporation and shall use best efforts to faithfully carry out the
      Employee's duties and responsibilities hereunder. The Employee shall
      comply with all personnel policies and procedures of the Corporation as
      the same now exist or may be hereafter implemented by the Corporation from
      time to time, including those policies contained in the Corporation's
      employee manual or handbook which sets forth policies and procedures
      generally for employees of the Corporation ("Handbook") to the extent not
      inconsistent with this Agreement.

            


    

     

    SECTION
3  PERFORMANCE OF DUTIES

     

    
      	
              3.1

            	
              During
      the Employment Period, the Employee shall faithfully, honestly, and
      diligently serve PRTT and its Subsidiaries and Affiliates as contemplated
      above.  The Employee shall devote all of his working time and
      attention to his employment hereunder and shall use his best efforts to
      promote the interests of the
Corporation.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Employment
Agreement

    Ram
Sesha

    February
12, 2010

    Page 6
of 13

     

    SECTION 4  TERM OF
EMPLOYMENT

     

    
      	
              4.1

            	
              The
      Employee's employment shall commence on the Effective Date and shall end
      three (3) years from the Effective Day (the "Initial Term"), unless
      earlier terminated in accordance with section
  8.1.

            


    

     

    
      
      

      
        	
                4.2

              	
                Upon
      completion of the Initial Term, the Employee's employment with PRTT shall
      continue on an indefinite basis, unless either party has provided to the
      other a written notice of non-renewal no less than three (3) months prior
      to the end of the Initial Term. Should such written notice of non-renewal
      be provided, the compensation terms of sub-sections 8.3, 8.5, and 8.6
      shall apply.

              


      

       

    

    SECTION
5  REMUNERATION

     

    
      	
              5.1

            	
              Base
      Salary. The
      Corporations shall pay the Employee an annual salary calculated at the
      rate of $250,000 (USD) per annum for the first year of employment,
      $300,000 (USD) per annum for the second year of employment and $350,000
      (USD) per annum for the third year of employment, payable bimonthly in
      equal installments in arrears according to the Corporation’ regular
      payroll practices, provided that the Employee's base salary shall not be
      less than the base salary of the President and Chief Executive Officer of
      the Corporation or any of its
subsidiaries.

            


    

     

    
      	
              5.2

            	
              Base
      Salary Revision. The annual Base Salary is reviewed every year on
      or before the January 1, unless the Employee’s employment is terminated in
      accordance with this agreement, by the Board of Directors of the
      Corporation, to determine if the Base Salary should be increased for the
      following year in recognition of the Services to the Corporation; provided
      that, the Employee's base salary shall not be less than the base salary of
      the President and Chief Executive Officer of the Corporation or any of its
      subsidiaries.

            


    

     

    
      	
              5.3

            	
              Bonus
      Remuneration.  The
      Employee shall, in respect of each Year of Employment during the
      Employment Period, be entitled to receive such bonus remuneration, if any,
      as the Board of Directors of PRTT, in its sole discretion (“Bonus”), may
      authorize for the Senior
Management.

            


    

     

    
      
        	
                5.4

              	
                      
                  Warrants. 
         The Employee shall be issued Warrants, in respect of
      each Round of Financing of the Corporation, to fund the development of
      Products to commercialize the Acquired Patents listed in the Exhibit A.
      The number of Warrants issued by the Corporation to the Employee in each
      round of Financing shall not be less than 20% of Issued Shares in the said
      Round of
Financing.

                

              


      

    

     

    
      	
              5.5

            	
              Stock
      Options. The Employee shall have Stock Options as applicable to the
      stock options provided for the Senior Management of the Corporation from
      time to time by the Board of Directors of the
  Corporation.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Employment
Agreement

    Ram
Sesha

    February
12, 2010

    Page 7
of 13

     

    
      	
              5.6

            	
              Benefits.  The
      Corporation shall provide to the Employee the benefits health, life, and
      disability insurance, car allowance and 401K that are provided to Senior
      Management employees of the Corporation from time to time (the "Benefits"'), such
      Benefits to be provided in accordance with and subject to the terms and
      conditions of the applicable plan relating thereto in effect from time to
      time 

            


    

     

    
      	
              5.7

            	
              Working
      Facilities. The Corporation shall furnish the Employee with such
      office space, equipment, technical, secretarial and clerical assistance
      and such other facilities, services and supplies as shall be reasonably
      necessary to enable the Employee to perform the duties required of the
      Employee hereunder in an efficient and professional manner and such
      facilities will be subject to the approval of the Corporation’s Chief
      Executive Officer.

            


    

     

    SECTION 6:
EXPENSES

     

    
      	
              6.1

            	
              Subject
      to the terms of the Corporation’s expense policy, the Corporation shall
      pay, or reimburse the Employee for, all travel and out-of-pocket expenses
      reasonably incurred or paid by the Employee in the performance of his
      duties and responsibilities, upon presentation of expense statements or
      receipts or such other supporting documentation as the Corporation may
      reasonably require. The Employee is entitled to undertake air travel by
      business class.  All travel arrangements and expenses will be
      subject to prior approval by the Corporation’s Chief Executive
      Officer.

            


    

     

    SECTION
7  VACATION

     

    
      	
              7.1

            	
              The
      Employee shall be entitled during each Year of Employment during the
      Employment Period to vacation with pay of four (4)
      weeks.  Vacation shall be taken by the Employee in consultation
      with Senior Management or at such time(s) as may be acceptable to the
      Corporation.

            


    

     

    SECTION
8  TERMINATION

     

    
      	
              8.1

            	
              Termination.  The
      Employee's employment may be terminated at any
  time:

            


    

     

    
      	
               
      

            	
              (a)

            	
              by
      the Corporation, at any time, without prior notice and without obligation
      to the Employee, for reasons of Just Cause, without notice or compensation
      in lieu;

            


    

    
      
        
          	 	 	 
	
                   
      

                	
                  (b)

                	
                  by
      the Corporation providing a notice of non-renewal pursuant to Subsection
      4.2 above;

                


        

      

       

      
        	
                 
      

              	
                (c)

              	
                by
      the Employee, providing notice of non-renewal pursuant to Subsection 4.2
      above;

              


      

    

     

    
      	
               
      

            	
              (d)

            	
              after
      the Initial Term, by the Corporation providing three (3) month’s advance
      written notice of termination;

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Employment
Agreement

    Ram
Sesha

    February
12, 2010

    Page 8
of 13


     

    
      	
               
      

            	
              (e)

            	
              by
      the Employee, by providing one (1) month's written notice of resignation
      for Good Reason;

            


    

     

    
      	
               
      

            	
              (f)

            	
              by
      the Employee, for any reason other than Good Reason, by providing one (1)
      month’s written notice of resignation;
or

            


    

     

    
      	
               
      

            	
              (g)

            	
              by
      the Death or Disability of the
Employee.

            


    

     

    
      	
              8.2

            	
              Date of
      Termination.  For the purposes of this Agreement, the
      date on which the Employee's employment shall be terminated shall
      be:

            


    

     

    
      
        	
                 
      

              	
                (a)

              	
                in
      the case of termination under subsection 8.1(a), the day the Employee is
      deemed, under subsection 14.1, to have received notice from the
      Corporations of such termination;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                in
      the case of termination under subsections 8.1(b) or 8.1(c), upon the end
      of the Initial Term;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                in
      the case of termination under subsections 8.1(d), 8.1(e), or 8.1(f), on
      the date on which the referable notice period ends;
  and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                in
      the event of the Death or Disability of the Employee, on the date of his
      Death or Disability as certified by a qualified medical
      doctor.

              


      

    

     

    
      	
              8.3

            	
              Severance payment upon
      Termination under subsections 8.1(b) or 8.1 (d)
      or 8.1 (g). Where the Employee's employment under this Agreement
      has been terminated pursuant to subsections 8.1(b) or 8.1 (d) or 8.1 (g),
      the Employee shall be entitled, upon receipt by the Corporation of a
      Release in favor of the Corporation, their officers, directors, employees,
      attorneys, and agents in a form reasonably acceptable to the Corporation,
      to a severance payment equal to two (2) year’s Salary, less any amounts
      owing by the Employee to the Corporation for any reason, which payment
      shall constitute full and final satisfaction of the Corporation’ severance
      obligations to the Employee.

            


    

     

    
      	
              8.4

            	
              Severance payment upon
      Termination under subsections 8.1(e).
      Where the Employee’s employment under this Agreement has been
      terminated pursuant to subsection 8.1(e) as a consequence of a Change of
      Control, the Employee shall be entitled, upon receipt by the Corporations
      of a Release in favor of the Corporation, their officers, directors,
      employees, attorneys, and agents in a form reasonably acceptable to the
      Corporation, to a lump sum payment equal to three (3) years Salary, less
      any amounts owing by the Employee to the Corporation for any reason, which
      payment shall constitute full and final satisfaction of the Corporation’s
      severance obligations to the
Employee.

            


    

     

    
      	
              8.5

            	
              Benefits upon Termination.
      If the employment of the Employee is terminated pursuant to any
      subsections of Section 8, save for 8.1 (a), the Corporation shall for a
      period of twelve (12) months following the Effective
  Date:

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Employment
Agreement

    Ram
Sesha

    February
12, 2010

    Page 9
of 13


     

    
      	
               
      

            	
              (a)

            	
              Continue
      the Employee on all Benefits, save and except those which they are unable
      to continue due to restrictions in the terms and conditions of the
      applicable group policy; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Where
      the Corporation are unable or unwilling to continue the Employee on
      Benefits, shall reimburse the Employee for the cost of obtaining
      replacement Benefits for the said twelve (12) month period, where
      replacement benefits are available;
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Corporation's obligations under this section shall terminate from the date
      that the Employee first becomes enrolled after termination of employment
      with the Corporation for similar coverage under another employer's
      plan.

            


    

     

    
      	
               
      

            	
              (d)

            	
              In
      the event of the Termination due to Employee's death, the subsections 8.5
      (a) and 8.5 (b) shall transfer to Employee’s dependants, and be exercised
      or enforced, as the case may be, by the estate or personal representative
      of the Employee.

            


    

     

    
      	
               
      

            	
              (e)

            	
              In
      the event of Employee's death, all rights and benefits granted hereunder
      shall transfer to and be exercised or enforced, as the case may be, by the
      estate or personal representative of the
  Employee.

            


    

     

    
      	
              8.6

            	
              No obligation to mitigate.
      The Employee shall not be required to mitigate the amount of any
      payment or Benefits provided for in this Agreement by
      seeking other employment or otherwise, nor (except as specifically
      provided herein), shall the amount of any payment provided for in this
      Agreement be reduced by any compensation earned by the Employee as a
      result of employment by another employer after termination or
      otherwise.

            


    

     

    
      
      

      
        	
                8.7

              	
                Warrants: If the
      employment of the Employee is terminated pursuant to any subsections of
      Section 8, save for 8.1(e), all the Warrants, if any, granted to the
      Employee vest immediately.

              


      

       

      
        	
                8.8

              	
                Restricted Stock Units:
      If the employment of the Employee is terminated pursuant to any
      subsections of Section 8, save for 8.1(e), all the Restricted Stock Units,
      if any, granted to the Employee vest
  immediately.

              


      

    

     

    
      	
              8.9

            	
              Stock Options. If the
      employment of the Employee is terminated for any reason, except for
      subsection 8.1 (a), all the options, granted to the Employee, if any, vest
      immediately and shall immediately become exercisable in
    full.

            


    

     

    SECTION
9  NON-COMPETITION

     

    
      	
              9.1

            	
              The
      Employee shall not during (i) the Employment Period;, directly or
      indirectly, in any manner whatsoever including, without the express
      written permission of the Corporation, either individually, or in
      partnership, jointly or in conjunction with any other Person, or as
      employee, principal, agent, director or
  shareholder:

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Employment
Agreement

    Ram
Sesha

    February
12, 2010

    Page 10
of 13

     

    
      	
               
      

            	
              (a)

            	
              be
      engaged by or with any Person involved in a business in Canada, the United
      States, or any country in the European Union which competes, directly or
      indirectly, with the Corporation or any of their Affiliates or
      Subsidiaries;

            


    

     

    
      	
               
      

            	
              (b)

            	
              have
      any financial or other interest (including an interest by way of royalty
      or other compensation arrangements) in or in respect of the business of
      any Person in Canada, the United States, or any country in the European
      Union, which competes, directly or indirectly, with the Corporations or
      any of their Affiliates or Subsidiaries;
or

            


    

     

    
      	
               
      

            	
              (c)

            	
              advise,
      lend money to, guarantee the debts or obligations of or permit the use of
      the Employee's name or any parts thereof by any Person engaged in a
      business which competes, directly or indirectly, in Canada, the United
      States, or any country in the European Union, with the Corporation or any
      of their Affiliates or
Subsidiaries.

            


    

     

    
      	
              9.2

            	
              Notwithstanding
      Section 9.1, nothing herein shall prevent the Employee from owning the
      issued shares of a corporation or an s-corporation or an LLC or LLP,
      including the shares of which are listed on a recognized stock exchange or
      traded in an over the counter market, which carries on a business which is
      the same as or substantially similar to or which competes with or would
      compete with the business of the Corporation or any of their Affiliates or
      Subsidiaries.

            


    

     

    SECTION 10  NO
SOLICITATION OF CUSTOMERS, ETC

     

    
      	
              10.1

            	
              During Employment. The
      Employee shall not, during the Employment Period,  without the
      written permission of the Corporation, directly or indirectly, contact or
      solicit any customer or supplier or business partner of the Corporation or
      any of their Affiliates or Subsidiaries for the purpose of selling to
      those customers, suppliers, or business partners any products or services
      whatsoever.  For the purposes of section 10.1, a "customer or
      supplier of business partner" shall mean any Person who has purchased
      services or products from, or supplied services or products to, or entered
      into a strategic business alliance with, the Corporation or any of their
      Affiliates or Subsidiaries, any time during the Employment Period or, to
      the knowledge of the Employee, at any time prior to the Employment
      Period.

            


    

     

    SECTION 11  NO
SOLICITATION OF EMPLOYEES

     

    
      	
              11.1

            	
              The
      Employee shall not, either during (i) the Employment Period or (ii) for a
      period of one (1) year after the Termination Date, directly or indirectly,
      employ or retain as an independent contractor any employee of the
      Corporation or any of their Affiliates or Subsidiaries or induce or
      solicit, or attempt to induce, any such person to leave his/her
      employment.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Employment
Agreement

    Ram
Sesha

    February
12, 2010

    Page 11
of 13

     

    SECTION
12  CONFIDENTIALITY

     

    
      	
              12.1

            	
              The
      Employee shall not, either during the Employment Period or at any time
      thereafter, directly or indirectly, use or disclose to any Person any
      Confidential Information; provided, however, that nothing in this section
      shall preclude the Employee from disclosing or using Confidential
      Information if:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Confidential Information is available to the public or in the public
      domain at the time of such disclosure or use, without breach of this
      Agreement; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              disclosure
      of the Confidential Information is required to be made by any law,
      regulation, governmental body, or authority or by court
    order.

            


    

     

    
      	
              12.2

            	
              The
      Employee acknowledges and agrees that the obligations of confidentiality
      are to remain in effect in perpetuity and shall exist and continue in full
      force and effect notwithstanding any breach or repudiation, or alleged
      breach or repudiation, by the Corporation of this
    Agreement.

            


    

     

    
      	
              12.3

            	
              The
      Employee and the Corporation explicitly acknowledge that notwithstanding
      anything else in the Agreement, the Employee will continue to be bound to
      the terms and conditions of the Confidential Information and Invention
      Assignment Agreement that he executed contemporaneous with the execution
      and delivery of this Agreement.

            


    

     

    SECTION
13  REMEDIES

     

    
      	
              13.1

            	
              The
      Employee acknowledges that a breach or threatened breach by the Employee
      of the provisions of any of Sections 9 to 12 inclusive will result in the
      Corporation and their shareholders suffering irreparable harm which is not
      capable of being calculated and which cannot be fully or adequately
      compensated by the recovery of damages alone.  Accordingly, the
      Employee agrees that the Corporation shall be entitled to temporary and
      permanent injunctive relief, specific performance and other equitable
      remedies, in addition to any other relief to which the Corporation may
      become entitled.

            


    

     

    SECTION
14  NOTICES

     

    
      	
              14.1

            	
                    
                Any
      notice or other communication required or permitted to be given hereunder
      shall be in writing and shall be given by prepaid first-class mail, by
      facsimile or other means of electronic communication or by hand-delivery
      as hereinafter provided, except that any notice of termination by the
      Corporation under sub-subsections 8.1(a), 8.1(b), or 8.1(d) shall be
      hand-delivered or given by registered mail.  Any such notice or
      other communication, if mailed by prepaid first-class mail, shall be
      deemed to have been received on the fourth Business Day after the
      post-marked date thereof, or if mailed by registered mail, shall be deemed
      to have been received on the day such mail is delivered by the post office, or
      if sent by facsimile or other means of electronic communication, shall be
      deemed to have been received on the Business Day following the sending, or
      if delivered by hand shall be deemed to have been received at the time it
      is delivered to the applicable address noted below either to the
      individual designated below or to an individual at such address having
      apparent authority to accept deliveries on behalf of the
      addressee.  Notice of change of address shall also be governed
      by this section.  Notices and other communications shall be
      addressed as
follows:

              

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Employment
Agreement

    Ram
Sesha

    February
12, 2010

    Page 12
of 13

     

    a)           if
to the Employee:

     

    Ramesha
Sesha

    9113
Taylor Court

    West
Windsor, NJ 08550

    


    b)           if
to the Corporation:

     

    Pro-Tect
Inc

    
      	
               
      

            	
              c/o
      Leonard E. Neilson, Attorney at Law, 8160 South Highland Drive, Suite
      104,

            


    

    
      	
               
      

            	
              Salt
      Lake City, Utah

            


    

    


    SECTION
15  GENERAL

     

    
      	
              15.1

            	
              Headings. The inclusion
      of headings in this Agreement is for convenience of reference only and
      shall not affect the construction or interpretation
  hereof.

            


    

     

    
      	
              15.2

            	
              Severability. Each of
      the provisions contained in this Agreement is distinct and severable and a
      declaration of invalidity or unenforceability of any such provision by a
      court of competent jurisdiction shall not affect the validity or
      enforceability of any other provision
hereof.

            


    

     

    
      	
              15.3

            	
              Entire Agreement. This
      Agreement, including Exhibits "A" and “B” of the Patent Acquisition
      Agreement, constitutes the entire agreement between the parties pertaining
      to the subject matter of this Agreement.  This Agreement
      supersedes and replaces all prior agreements, if any, written or oral,
      with respect to the Employee's employment by the Corporation and any
      rights which the Employee may have by reason of any such prior agreement
      or by reason of the Employee's prior employment, if any, by the
      Corporation.  There are no warranties, representations or
      agreements between the parties in connection with the subject matter of
      this Agreement except as specifically set forth or referred to in this
      Agreement.

            


    

     

    
      	
              15.4

            	
              Waiver, Amendment.
      Except as expressly provided in this Agreement, no amendment or
      waiver of this Agreement shall be binding unless executed in writing by
      the party to be bound thereby.  No waiver of any provision of
      this Agreement shall constitute a waiver of any other provision nor shall
      any waiver of any provision of this Agreement constitute a continuing
      waiver unless otherwise expressly
provided.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Employment
Agreement

    Ram
Sesha

    February
12, 2010

    Page
13 of 13


     

    
      	
              15.5

            	
              Currency. Except as
      expressly provided in this Agreement, all amounts in this Agreement are
      stated and shall be paid in U.S.
currency.

            


    

     

    
      	
              15.6

            	
              Governing Law. This
      Agreement shall be governed by and construed in accordance with the laws
      of the State of New York, USA without regard to its conflict of laws
      rules, which are deemed inapplicable herein.  The parties hereto
      irrevocably consent to the personal jurisdiction of the courts of the
      State of New York.

            


    

     

    
      	
              15.7

            	
              Counterparts. This
      Agreement may be signed in counterparts, and each of such counterparts
      shall constitute an original document, and such counterparts, taken
      together, shall constitute one and the same
  instrument.

            


    

     

    
      
        	
                15.8

              	
                      
                  Copy
      of Agreement.   The Executive hereby
      acknowledges receipt of a copy of this Agreement duly signed by the
      Corporation.

                

              


      

    

     

    IN WITNESS WHEREOF the parties
hereto have duly executed and delivered this Agreement.

    


    
      
        	
                Pro-Tect,
      Inc.

              	 
      	
                Employee

              
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                   

              	 
      	 
      	
                   

              
	
                Name:

              	 
      	 
      	
                Name:

              	
                Ramesha
      Sesha

              
	
                Title:

              	
                President
      &

              	 
      	 
      	 
      
	 
      	
                Chief
      Executive Officer