Exhibit 10.1 Craig Huffman Employment Agreement


    Exhibit
      10.1

    


    EMPLOYMENT
      AGREEMENT

    


    Employment
      Agreement, between Internal Hydro International, Inc. (the "Company" or
“Corporation”), and Craig A. Huffman (by name or “Officer”).

    


    1.
      For
      good consideration for his selfless service with the Company and all he has
      done
      to secure the technology, and advance the technology through the business plan
      and his efforts, the Company employs the Craig A. Huffman as Chief Executive
      Officer and President on the following terms and conditions.

    


    2.
      Term
      of Employment: Shall be 2 years from December 1, 2004. 

     

    
      
        3.
          Salary: The Company shall pay Craig A. Huffman a base salary commensurate
          with his  position of $96,000 per year, with enumerated other
          incentives, for his services, payable at regular payroll periods at his
          discretion. This base salary is subject to a ten percent (10%) incremental
          increase annually.

      

    

     

    
      
        4.
          Benefits: The Company shall pay for related health insurance for
          him and
          his family and  life insurance in the amount of $2,000,000.00
          payable to a beneficiary of his designation. Such benefits shall be declared
          upon his discretion, when financial conditions support benefits for other
          employees as well. The Company shall put into place an appropriate stock
          benefit
          plan for the Officer commensurate with his past and future performance
          in an
          amount equal or greater to his salary in value on a yearly basis. The Company,
          with the belief that his role and professional status as an attorney is
          beneficial to the Company, hereby agrees to pay all professional dues,
          any
          professional course related fees and expenses, and fees related to his
          role and
          profession as an attorney. This will include reasonable attorneys fees
          for his
          professional status and any attorneys’ fees related to his employment with the
          Corporation. As well the Company agrees to provide director and officers
          insurance, at the same time as made available to the Board. Until such
          time, the
          Company indemnifies the Officer for all actions related to his employment.
          The
          Company shall or reimburse all other expenses as reasonably related to
          his
          employment.

      

    

    


    5.
       Duties
      and Position: The Company hires Craig A. Huffman in the capacity of Chief
Executive
      Officer and President. His duties, position, and powers flow from the Board
      and
      encompass all powers not regulated to the Board. The duties of Chief Executive
      Officer and President shall include the employment and terms of employment
      for
      all personnel. He shall be responsible for all corporate direction on the
      development, management, and marketing of the company. Responsibility for
      financial reporting, all administrative support, production, engineering, due
      diligence of potential mergers and acquisitions, and all other related corporate
      activities of all manner. He shall have the ability to delegate all
      responsibilities to appropriate parties, and employ those necessary to carry
      out
      his duties. 

    



    
      
         

         

      

      
        1

        
          

        

      

      
         

      

    


    
      6. Status
        of
        Profession: The Employee will devote such time as possible to the Corporation
        during
        the run up of finances for the Corporation, and shall be able to practice
        law
        until such time as the Corporation shall have the financial resources to
        employ
        him with guaranteed funds, sufficient for one year of pay. At such time,
        which shall be at his determination, such funds shall be secured, with a
        one
        time transition payment of $10,000.00 for the closing of his law practice
        and
        related expenses. At such time he shall devote as close to full time to the
        corporation, with the allowance that he shall be allowed to practice law
        on a
        limited basis. In regard to employment by other entities that he shall be
        allowed to participate on a reasonable basis with other corporations, boards
        and
        entities so long as it is reasonable and would benefit the
        Corportation.

    

    


    7. Confidentiality
      of Proprietary Information: Craig A. Huffman agrees, during or after the
term
      of
      this employment, not to reveal confidential information, or trade secrets to
      any
      person, firm, corporation, or entity. Should he reveal or threaten to reveal
      this information, the Company shall be entitled to an injunction restraining
      him
      from disclosing same, or from rendering any services to any entity to whom
      said
      information has been or is threatened to be disclosed. 

    


    8.
      Reimbursement of Expenses: The Employee may incur reasonable expenses for
      furthering the Company's business, including expenses for entertainment, travel,
      and similar items. The Company shall reimburse Employee for all business
      expenses after the Employee presents an itemized account of expenditures,
      pursuant to Company policy.

    


    9. Vacation:
      The Employee shall be entitled to yearly vacation and personal time periods
      at  full
      pay
      at his discretion of the chief executive officer/President.

     

    10. Military
      Leave and Activation: The Corporation recognizes that Craig A. Huffman has 
been
      and
      will continue to be an Officer in the United States Army Reserve. The
      Corporation recognizes the value of this commitment to both the Country and
      the
      benefit to the Corporation due to his training, education, and experience,
      as
      well as the public relations and stock-holder benefits of such a position.
      In
      that regard, the Corporation agrees to the following:

     

    
      
        A.
          Military Leave: Craig A. Huffman shall be allowed normal reserve
          duty  military leave with full pay, so long as not activated
          for more than thirty days in a row or called to active duty as provided
          under
          Federal Law.

      

    

     

    
      
        B.
          Activation: Should Craig A. Huffman be given orders for active duty,
          the  Corporation recognizes that such event may occur given the
          current status of the Country and the Armed Forces. 
          If such
          occurs, the Corporation shall pay him one half pay or the difference between
          his
          active duty base pay and his full time pay with the Corporation. The Company
          shall pay for cellular and other communications devices so that he may
          remain in
          contact with the Company during such activation. He shall do his duties
          to the
          best of his abilities at such time. The Board at his suggestion, or with
          unanimous vote may appoint an interim acting President to act in his stead
          of
          activation poses a detriment to the Corporation.

      

    

    


    11.
      Death
      Benefit: Should he die during the term of employment, the Company shall pay
      to
      his estate any compensation due through the contract, or within one year of
      the
      end of the contract period for one year.

    


     


    
      
         

         

      

      
        2

        
          

        

      

      
         

      

    


    12.
      Restriction on Post Employment Competition: For a period of three (3) years
      after the end of employment, he shall not control, consult to or be employed
      by
      any business similar to that conducted by the Company, either by soliciting
      any
      of its accounts or by operating within Corporation’s general trading
      area.

    


    13.
      Effect of Prior Agreements: This agreement supersedes any prior agreement
      between the Company or any predecessor of the Company and Craig A. Huffman,
      except that this agreement shall not affect or operate to reduce any benefit
      or
      compensation inuring to his of a kind elsewhere provided and not expressly
      provided in this agreement.

    


    14.
      Severability: If, for any reason, any provision of this agreement is held
      invalid, all other provisions of this agreement shall remain in effect. If
      this
      agreement is held invalid or cannot be enforced, then to the full extent
      permitted by law any prior agreement between the parties (or any predecessor
      thereof) shall be deemed reinstated as if this agreement had not been
      executed.

    


    15.
      Assumption of Agreement by Company's Successors and Assignees: The Company's
      rights
      and obligations under this agreement will inure to the benefit of Craig A.
      Huffman and be binding upon the Company's successors and assignees.

    


    16.
      Oral
      Modifications Not Binding: This instrument is the entire agreement of the
Company
      and the Officer. Oral changes shall have no effect. It may be altered only
      by a
      written agreement signed by the party against whom enforcement of any waiver,
      change, modification, extension, or discharge is sought.

    


    17.
      Termination: This agreement shall be non-terminable by the Corporation except
      for good cause, after determination by the full board. Upon resignation or
      termination of Craig A. Huffman, he shall be due and payable one years salary
      and benefits including all stock benefits then in place.

    


    18.
      Venue: Any dispute of this contract shall be interpreted under Florida law.
      The
      parties agree
      to
      binding arbitration to be held in Tampa, Hillsborough County, Florida on any
      dispute of this contract.

    


    


    


    Signed
      this _______________ day of November, 2004.

    


    


    


    


    
      	 	 	 
	
              Craig A. Huffman 

              CEO and President

            	 	
               Mark Pena 

              Chairman of Board of
                Directors