EMPLOYMENT AGREEMENT


 


THIS AGREEMENT made effective the 20th
day of December, 2011.


 


BETWEEN:


 


HARMONIC ENERGY INC.
of 207 Regent Street, London, UK, W1B 3HH


(the "Employer")


 


AND:


 


JAMIE MANN, of
Lower Ground Floor, 37 Brunswick Square, Hove, East


Sussex, BN3 1ED, U.K.


(the "Employee")


 


The
Employer hereby appoints
the Employee to
the position of
Director and Chief
Executive Officer (here
in after referred to as "CEO")
 of the Employer upon  the following 
terms and conditions which  the Employee hereby accepts.


 


ARTICLE 1


 


1.1Scope of Employment


 


Subject
only to the authority and direction of the
Board of Directors of the Employer
(the "Board"), the Employee shall serve the Employer
and shall pe1form on behalf of the Employer, and/or
subsidiaries of the Employer, such reasonable
duties consistent with the position of CEO
as may from
time to time be required
or authorized by the Board, which duties, without restricting the generality of
the foregoing, shall include:


 


(a) the
development direction, co-ordination  and monitoring of the fundamental policies.,
strategic goals, priorities and targets of the Employer and its subsidiaries in keeping with their
corporate objectives including management and  supervision over and director
 of the operations of the Employer  and
its subsidiaries  and all officers  and
 other Employees of the Employer and its subsidiaries. The Employee
shall have responsibility for and
authority to conduct the day-to-day operations
of the Employer and its subsidiaries;


 


(b) general administration;


 


(c) overseeing
accounting and personal management
for the Employer and
its subsidiaries;


 


(d) fundraising; and


 


(e) generally
using his best efforts to promote the interests and goodwill of the Employer's
business.


 


The
Employee shall also have such
powers as may be usually exercised by a CEO and such
further powers as may from time
to time be conferred  upon
or assigned to him by the Board. These
duties and responsibilities may be varied by the Board from time to time.


 


1.2Place of Employment


 


The
Employee shall serve the Employer
at offices to be established by
the Employer in the
City of Vancouver. 
In addition, the Employer' current sphere of
operations includes travel in his service to the Employer.



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1.3Term of Employment


 


The
Employer agrees to employ the Employee
for a term of 1 year
from the effective date of this Agreement, subject
to earlier termination as hereinafter provided.


 


1.4Remuneration


 


(a) Base Salary


 


		(i)	Commencement of Payment of Base Salary



 


The payment of base salary
by the Employer to the Employee for his services hereunder shall commence on 20"d of December, 2011.


 


		(ii)	Base Salary



 


The annual base salary payable
to the Employee for his services during the first year of this Agreement shall be $60,000, exclusive of bonuses. benefit and other
compensation and shall be payable in equal monthly installments of $5,000 on the last day of each month throughout the term hereof,
or in such other manner as may be mutually agreed upon, less any deductions or withholdings required by law.


 


		(iii)	Annual Review of Base Salary



 


The annual base salary payable
to the Employee hereunder shall be subject to annual review without any obligation on the part of the Employer to increase the
salary beyond that stated herein.


 


1.5Vacation


 


The Employee shall be entitled to annual
vacation time of 4 weeks at a time or times to be approved by the Board.


 


1.6Reimbursement of Expenses


 


The Employee shall be reimbursed for
all reasonable travel and other out-of-pocket expenses actually and properly incurred by the Employee from time to time in connection
with carrying out his duties hereunder. For all such expenses the Employee shall furnish to the Employer originals of all invoices
or statements in respect of which the Employee seeks reimbursement.


 


1.7Election to Board


 


The Employer shall propose the Employee
for election to the Board at the time of the next annual general meeting of shareholders of the Employer.


 


ARTICLE 2


 


2.1Confidentially


 


All trade secrets, research data, engineering
reports, as ay and geological reports data and information, inventions, developments and confidential information concerning past,
present, future and contemplated products, services, operations, procedures, processes, skills, methods of doing business, marketing
techniques, clients. customers or suppliers of the Employer (including trade secrets and confidential information discovered or
developed by the Employee or discovered or developed by others and used by or disclosed to the Employee) which the Employee may
acquire which are not in the public domain shall, during the continuance of ills employment by the Employer and at all times thereafter
and for all pw-poses be held by the Employee in a fiduciary capacity and solely for the benefit of the Employer and shall not during
the continuance of his employment or at any time thereafter be used by the Employee for any purpose other than for the benefit
of the Employer or be divulged or communicated verbally, in writing or otherwise to any party.








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2.2Other Interests


 


The Employee shall well and faithfully
serve the Employer and devote substantially the whole of his time and attention during business hours to the business of the Employer,
and shall not. without the con, ent in wtiting of the Employer, such consent not to be unreasonably withheld, engage in nay other
business, occupation, or charitable organization. or become a director, manager or agent of any other company, firm. joint venture
or individual, and particularly but not so as to restrict the generality of the foregoing, the Employee shall not directly or indirectly
engage in or be concerned in or interested in any other business of any kind which may interfere with, restrict or conflict with
his duties hereunder.


 


The Employer specifically acknowledges
and consent to the Employee becoming a member of the board of directors of Kauai Industries Inc and such other reasonable number
of boards of directors, provided that such board memberships to not interfere or conflict with the Employee's responsibilities
hereunder.


 


2.3Carrying out Duties


 


The Employee shall obey and carry out
all lawful orders given to him by the board of directors of the Employer and to carry out his duties and responsibilities to the
Employer faithfully and diligently and to cause the business of the Employer that is committee to his direction or control to be
conducted reasonably in accordance with the Employer's policies applicable from time to time.


 


2.4Property of Employer


 


All files, forms, brochures. reports,
data, books, material , written correspondence, memoranda. documents. manuals. computer disks, software product , client and customer
lists and lists of suppliers, products and prices that may come into the possession or control of the Employee are now and shall
forever remain the property of the Employer. The Employee shall not, either during his term of employment or thereafter, make for
his personal or business use, or that of any party, reproductions or copies of any such property or furnish to any individual,
firm or corporation any information of any kind or nature pertaining to his employment by the Employer or to the busi.ne s of the
Employer.


 


2.5Survival of Covenants


 


All covenants of the Employee contained
in this Agreement shall survive the termination of this Agreement and the termination of the Employee's employment.


 


ARTICLE 3


 


3.1Termination at Instance
of Employer for Cause


 


The Employer may terminate the Employee's
employment before the expiry of the term of this Agreement for cause, which cause, without limiting the generality of the foregoing,
shall include:


 


(a)the Employee's failure
or refusal to comply with the instructions of the board of directors with the policies, standards and regulations from time to
time established by the Employer:


 


(b) the Employee's fraud,
dishonesty or other misconduct in the perfom1ance of services rendered or duties performed on behalf of the Employer or if the
Employee is convicted of a criminal offence involving fraud or dishonesty;


 


(c) the Employee' failure
or refusal to faithfully or diligently perform any provision of this Agreement or the usual customary duties of his employment
in a competent manner; or


 


(d) if in the reasonable
opinion of the Employer the Employee's use of alcohol or drugs impairs his ability to carry out his duties.



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If the Employee's employment is terminated
for cause at any time, the Employee shall receive no pay in lieu of notice.


 


3.2Termination at Instance
of Employer without Cause


 


(a) Probationary Period


 


If the Employee's employment
is terminated without cause during the initial six months of this Agreement the Employee hall receive 3 month 'pay in lieu of notice.


 


(b) After Probationary
Period


 


If the Employee's employment
is terminated without cause after the initial 6 months of this Agreement, the Employee shall receive 3 months' pay in lieu of notice.


 


(c) Constructive Dismissal


 


Termination without cause
as set out in this part shall include the constructive dismissal of the Employee without ca use, which shall mean:


 


(i) a material adverse
change in the duties or responsibility of the Employee, imposed unilaterally by the Board , such that the Employee's level of seniority
with the Employer is materially diminished without cause;


 


(ii) a reduction in the
then current salary paid to the Employee by the Employer without cause, which continues for a period of time longer tl1an 3 montl1s:
or


 


(iii) a material reduction
in the benefits and prerequisites received by the Employee from tl1e Employer without cause, which continues for a period of greater
than 3 months.


 


(d)Termination
on Death or Disability


 


In the event that tl1e Employee
dies during the term of this Agreement, the terms of this Agreement relating to termination without cause shall apply except that
the Employee shall not receive pay in lieu of notice.


 


In the event that sickness,
accident or disability afflict and prevent the Employee from continuing active full time conduct of the duties of the Employee
pursuant to the terms of this Agreement, the terms of this Agreement relating to termination without cause shall apply.


 


3.3Termination at Instance
of Employee


 


The Employee may terminate this Agreement
upon 30 days' notice to the Employer. No severance amount shall be paid in the event that the Employee tem1inates this Agreement.


 


3.4Actions upon Termination


 


Immediately upon termination of his
employment tl1e Employee shall:


 


(a) promptly return all property,
documentation and information of the Employer referred to herein;


 


(b) not solicit, encourage or suggest
to any shareholder, Employee or agent of the Employer that such shareholder, Employee or agent or any of them leave the employ
of tl1e Employer or cease to act as its agent:




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provided, however, that in the event
that any portion of the foregoing covenant or the application thereto to any circumstance shall be held to be invalid or unenforceable
to any extent the remainder of the covenantor its application to any circumstances other than that to which it has been held to
be invalid or unenforceable shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by
law, it being the intent of this provision that if the foregoing covenant is found to be unreasonable to any extent by court of
competent jurisdiction adjudication upon the validity of the covenant, whether as to the scope of the restriction, the area of
the restriction or the duration of the restriction, then such restriction shall be reduced to that which is in fact declared reasonable
by such court, or a subsequent court of competent jurisdiction, requested to make such a declaration.


 


ARTICLE4


 


4.1Assistance in Litigation


 


The Employee hall, upon reasonable notice
from the Employer, fw1lish such information and proper assistance to the Employer as may reasonable by required by the Employer
in connection with any litigation in which it or any of its subsidiaries or affiliates is or may be a party both during and after
termination of this Agreement


 


4.2Assignment


 


This Agreement shall not be as assignable
by either of the parties hereto without the express written consent of the other.


 


4.3Governing Law and Submission
to Jurisdiction


 


This Agreement shall be governed by
and construed in accordance with the laws of the London, England and the parties hereto hereby submit to the jurisdiction of the
Courts in the London, England.


 


4.4Unenforceable Terms


 


If any term, covenant or condition of
this Agreement or the application thereof to any party or circumstance shall be invalid or unenforceable to any extent the remainder
of this Agreement or application of such term, covenant or condition to a party or circumstance other than those to which it is
held invalid or unenforceable shall not be affected thereby and each remai1ling term, covenant or condition of this Agreement shall
be valid and shall be enforceable to the fullest extent permitted by law.


 


4.5Entire Agreement


 


This Agreement constitute the entire
agreement between the parties hereto relating to the subject matter hereof and supersedes all prior and contemporaneous agreements,
understandings, negotiations and discussions, whether verbal or written, of the parties and there are no warranties, representations
or other agreements between the parties in connection with the subject matter hereof except as specifically set forth herein.


 


4.6No Waiver


 


No consent or waiver, express or implied,
by either party to or of any breach or default by the other party in the performance by the other party of its obligations hereunder
shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of obligations hereunder
by such part y hereunder. Failure on the part of either party to complain of any act or failure to act of the other party or to
declare the other party in default, irrespective of how long such failure continues, ball not constitute a waiver by such party
of its rights hereunder.


 


4.7Headings


 


The headings in this Agreement have
been inserted for reference and as a matter of conve1lience only and in no way define, limit or enlarge the cope or meaning of
this Agreement or any provision hereof


 


4.8Singular, Plural and Gender


 


Wherever the singular, plural, masculine
or feminine is used throughout this Agreement the same shall be construed as meaning the plural, the singular, the masculine, the
feminine, the neuter, the body politic or body corporate where the fact or context so requires.



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4.9Enurement


 


This Agreement shall enure to the benefit
of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.


 


IN WITNESS WHEREOF the Employer has
hereunto affixed its corporate seal duly attested to by the hands of its property authorized officers in that behalf and the Employee
has executed this Agreement all effectively the day and year first above written.


 


 





	
        HARMONIC ENERGY, INC.

         

        Per: /s/ Jamie Mann

        Authorized Signatory

         

        SIGNED, SEALED & DELIVERED

        by Jamie Mann in the presence of:

         

        /s/ Hiroyasu Tanaka

        Signature of Witness

         

        Hiroyasu Tanaka

        Name of Witness

         

        #101-2-7-13 Sendagaya, Shi

        Address of Witness

        Tokyo, Japan TO 151-0051

         

        Vice President of Harmonic Energy,
        Inc.

        Occupation of Witness

         
	
         

         

         

         

         

         

        /s/ Jamie Mann

        HARMONIC ENERGY INC.








 


 




 



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