Exhibit 10.5




BUCKEYE VENTURES,
INC.


EMPLOYMENT
AGREEMENT





This
Employment Agreement (the “Agreement”) is entered into as of the 1stday
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”___________________________
              
              ___________________________
            ___________________________

              
              ___________________________