Exhibit
10.5
  BUCKEYE
VENTURES, INC.
 EMPLOYMENT
AGREEMENT
  This
Employment Agreement (the “Agreement”) is entered into as of the 1st day of
January, 2008 (the “Effective Date”), by and between Henry S. Leonard,
hereinafter referred to as the “Employee” and Buckeye Ventures, Inc.
(hereinafter referred to as the “Company”).
  WHEREAS, the Company is the operator of a
business located in San Diego County, California and desires to employ Employee
as its Vice President of Finance, Chief Financial Officer and Chief Accounting
Officer; and
  WHEREAS, the Employee desires to be employed by
the Company in such capacity and agrees to be bound by the terms and conditions
set forth in this Agreement; and
  WHEREAS, the Employee understands the need to
conduct his business activities according to the highest principles and ethical
standards in dealings with the Company’s clients, other employees and the
Company itself; and
  WHEREAS, the Employee understands and agrees
that he will be entrusted by the Company and its clients with confidential
information and materials pertaining to the Company’s business, including but
not limited to Company products, business practices and procedures, future
business plans for product development, customer lists and customer prospect
materials, customer service records, together with marketing procedures, all of
which were developed by the Company; and
  WHEREAS, it is mutually recognized that the
Company has a legitimate business interest in protecting its name, goodwill,
existing client relationships and confidential business information and trade
secrets;
  WHEREAS, the Employee is currently a Certified
Public Accountant, a Certified Management Accountant, possess a Doctoral degree
in business, and is a Public Notary for the state of California and holds a
Masters in Business Administration;
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  NOW THEREFORE, in consideration of the
foregoing and the mutual promises, agreements and covenants herein contained,
and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties, intending to be legally bound, do hereby agree as
follows:
  1. Employment.The Company employs the
Employee, and the Employee accepts such employment, commencing on the Effective
Date, January 1, 2008, as the Company’s Chief Financial Officer.
  2. Term and Duties.The term of this Agreement
shall be two (2) years from the period commencing on the Effective date, January
1, 2008, through December 31, 2009 (the “Term”) unless renewed or unless sooner
terminated by the Company pursuant to Paragraph Five herein. Employee’s
immediate supervisor shall be the Chief Executive Officer (CEO), Alan Mintz.
Employee is hired to work full time to work as the Company’s Vice President of
Finance, Chief Financial Officer and Chief Accounting Officer managing the
financial operations of the Company, including all financial, investor relations
and human resource functions, together with such other and further duties as the
Company’s CEO may from time to time deem appropriate to the
position.
  a. Performance Evaluations. Employee shall be
subject to periodic performance evaluations in accordance with the terms set
forth in the Company’s Employee Handbook.
  b. Professional Education. During the Term of
this Agreement, Employee shall maintain all licensing and continuing education
requirements to remain licensed as a certified public account in states
licensed, a certified management accountant and a public notary in accordance
with the laws of the state of California as well as expenses in pursuit of the
doctorate underway while having been employed by the Company. In connection
therewith, the Company agrees to reimburse Employee any out of pocket costs or
expenses incurred in association with said licensing requirements, such tuition,
fees and the like.
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  3. Compensation and Benefits.Beginning January
1, 2008, the effective date, the Company shall pay to the Employee, as
compensation for services rendered by the Employee, a salary of $10,000.00 per
month, and on each succeeding year thereafter said compensation shall increase a
minimum of 5% per annum.
  a. Stock Options.Employee is entitled to
700,000 shares of the Company’s common stock to be issued by March 31,
2008.
  Employee
will also be awarded an option to purchase 2,000,000 common shares of Company,
pending the Company’s registration of stock with the SEC, at the exercise price
of $0.25 per share of stock as employment vests over four years at one-quarter
vested each 180 days of employment and expire at the end of sixty (60) months
following issuance.
  500,000
registered shares are immediately available, pending the Company’s registration
of stock with the SEC, as purchase through a promissory note at $ .25 per share
bearing interest at 5% with the amount including all accrued interest payable no
later than 12/31/2015. The stock shall serve as security for the
note.
  500,000
registered shares are immediately available, pending the Company’s registration
of stock with the SEC, as purchase through a promissory note at $ .50 per share
bearing interest at 5% with the amount including all accrued interest payable no
later than 12/31/2015. The stock shall serve as security for the
note.
  b. Paid Time Off. Employee is entitled to
accrue the following annual paid time off:
  (i) four
(4) weeks of paid time off annually, inclusive of sick pay, upon the first
yearly anniversary of employment; and
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  (ii) five
(5) weeks of paid time off annually, inclusive of sick pay, upon the third
yearly anniversary of employment; and
  (iii)
unused paid time off shall accrue and carryover each calendar year up to a
maximum of eight (8) weeks. Any time carried over the maximum limit shall be
paid by the Company within thirty (30) days.
  c. Insurance. Employee shall be eligible for
health benefits, including family, as set forth in the Company’s Employee
Handbook. The Company agrees to maintain pre-tax payments for insurance to
Employee for existing coverage and as increased by Employee’s carrier, should
employee not accept the Company’s medical coverage. In addition, the Company
agrees to maintain Officer & Director Insurance on Employee during the Term
of this Agreement in accordance with rates and amounts to be determined
exclusively by the Company’s Board of Directors. The Company shall maintain life
insurance on employee in the amount of $100,000 or more with the employee a
minimum of 50% beneficiary.
  d. Education Expense Allowance.Separate from
continuing education courses that may be required in connection with
professional licensing as set forth in above in paragraph 2b, Employee shall
also be entitled to reimbursement for 100 per cent of the cost of tuition
incurred in connection with graduate level or functional level education courses
related to Employee’s duties.
  e. Telephone, Automobile and Miscellaneous Allowance.Employee shall be entitled to reimbursement of telephone, automobile and
reasonable business expenses incurred on the Company’s behalf in the amount of
$250.00 minimum per month payable as a reimbursed expense.
  f. Product Discounts. Employee shall be
entitled to the basic employee discount on all Company services and products
including reasonable promotions.
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  g. Retirement Plan. Employee shall be entitled
to participate in the Company’s 401(k) retirement plan in accordance with the
policies established by the Board of Directors.
  h. Other Expense Reimbursement. Unless
otherwise set forth specifically herein, any other expense shall only be
reimbursable if approved by the Company in writing in advance of such expense
being incurred.
  4. Termination of Employment.The employment of
the Employee by the Company shall continue until the end of the Term or until
terminated as provided herein. The Company may immediately terminate the
Employee without notice for cause.
  a. Cause Defined.Cause is defined as any
criminal act, any act of intentional gross negligence, or willful and expressed
intentional violation of the polices set forth in the Company’s Employee
Handbook.
  b. Consequence of Termination. Upon termination
of the employment by the Company, except for cause, and provided that the
Employee shall have remained employed with the Company for a period of 90 days
from the initial date of employment, the Company shall have an obligation to pay
Employee only twelve months of severance pay including benefits and routine
reimbursable amounts included in employee’s regular pay, payable in one check
within thirty days of termination, together with any or other compensation as
set forth herein due at the time of termination along with proper expense
reimbursement as set forth herein up to the date of termination only. In the
event that Employee terminates this Agreement for any reason, the Company shall
have no further obligation or liability whatsoever to the Employee other than
the payment of salary with any accrued paid time off for services rendered by
the Employee up to the date of said termination. In the event that Employee
terminates this Agreement, under no circumstances will the Company be obligated
to pay termination benefits, severance pay nor any compensation or benefits
whatever after the last day of employment.
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  5. Confidentiality and Ownership of Proprietary
Information.The Employee acknowledges and agrees that any and all
Company products, information, data, documents, materials, methodologies, ideas,
concepts, techniques, know-how, plans, designs, programs, systems or processes
of any and every kind, nature or description, or whatever which he may learn,
create, receive, use, become aware of or work with while employed by the Company
including but not limited to business practices and procedures, product
development, customer lists and customer prospect materials, customer service
records, (hereinafter referred to collectively and with respect to each
constituent item, portion, part or element thereof as the “Information”) are
owned by, proprietary to and constitute the trade secrets of the Company. The
Employee further agrees, covenants, represents and warrants that he will treat
the Information as strictly confidential and will never disclose such
Information to anyone without the Company’s prior written permission and
consent.
  The
Employee further agrees, covenants, represents and warrants that he will use the
Information only in furtherance of the Company’s business and interests, and
that he will make no use of such Information in any other present or future
activities, employment or business ventures, regardless of whether such
activities or ventures are intended to or actually generate revenues or
financial benefits to the Employee or any other person. In the event the
employment relationship terminates, for any or whatever reason, the Employee
further agrees that, before his departure from the Company, he will return any
and all Company products, equipment and Information that he may have in his
possession.
  6. Agreed Remedies.In the event the Employee
violates any of the terms and provisions set forth above in Paragraph Six and
continues to violate any such provisions after the Company has notified him to
cease and desist from such violations, the Employee understands and expressly
agrees that the Company may, at its sole option, elect to enforce any or all of
the following remedies:
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  (A) The
Employee consents to the entry of an injunction without contest if sought by the
Company to restrain Employee from any further such violations;
  (B) If
the Employee violates the provisions of Paragraph Six, the Employee agrees to
pay the Company, as liquidated damages, an amount equal to 100% of the revenues
Employee receives from using the Information.
  7. Entire Agreement and Survival Obligations.
The parties hereby acknowledge, agree and represent, each to the other, that
this Agreement constitutes the full, final, complete and entire understanding
and agreement between them, that before executing this Agreement the Employee
has read it, has been fully informed of its contents, meaning and legal effect,
has understood the same, has had the opportunity to be advised concerning it and
its effect, is entering into and executing it without coercion or duress and of
his own free act and deed, and that its terms are contractual and not a mere
recital.
  All
representations, covenants and warranties contained herein shall survive the
execution hereof and the payment and receipt of the consideration hereunder.
Furthermore, the Employee’s obligations under Paragraphs Six and Seven,
inclusive, of this Agreement shall survive the termination of his relationship
or employment by the Company for any reason.
  8. Severability.If any clause, term, condition
or provision of this Agreement is determined by a court of competent
jurisdiction to be void, voidable, illegal or unenforceable, such clause, term,
condition or provision shall be severed from the rest and remainder of the
provisions set forth in this Agreement, and the unaffected provisions of this
Agreement shall remain in full force and effect as though the invalid portion or
provision had never been written herein.
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  9. Governing Law.The parties hereby agree that
this instrument is to be construed and interpreted in accordance with the laws
of the state of California.
  10. Arbitration. Any and all disputes, with
exception of any state labor board or other application for provisional relief,
shall be resolved by binding arbitration before the American Arbitration
Association of San Diego, California. The prevailing party shall be entitled to
an award of its costs and expenses, including reasonable attorney’s sees,
connected with enforcing any rights, whether based in contract, tort or both or
any of the provisions of this Agreement. These rights and remedies are
cumulative and not exclusive of any rights or remedies which the Company may
have in law or equity, and the exercise of any one such right or remedy shall
not preclude or waive the exercise of any other such right or
remedy.
  IN WITNESS WHEREOF, we have hereunto executed
this Agreement as of the date and year first above written.
   “Employee”
              
              “Company”/s/
      Henry S. Leonard
                Henry
      S. Leonard
              
              /s/
      Alan Mintz
                Alan
      Mintz“Employee”
              
              Buckeye
      Ventures, Inc.
                “Company”
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