January 3, 2011


 


 


Mr. Dale P. Euga


501 King Philip Road, Unit 20


Raynham, MA 02767


 


 


Re: Employment 


 


 


Dear Dale:


 


It is my pleasure to send you this letter
for your consideration. As we have discussed, this letter is a formal offer of employment. There has been no formal employee handbook
or formal hiring mechanism developed as yet. Therefore, this letter is offered in lieu thereof.


 


First, I am pleased to advise you that
you either have or will be elected President and Chief Executive Officer of Powerdyne, Inc. at the next annual meeting of the corporation’s
stockholders and directors.


 


Your employment will be as a full time
employee based on a 40 hour work week, 52 weeks of the year. Starting date is expected to be January 2011. The place of employment
will be 1 Pullman Avenue, Worcester, Massachusetts or such other location as may be designated as the company expands. You will
receive four (4) weeks paid vacation per year starting at the 50th week of employment with an additional week added
every successive year thereafter, up to eight (8) weeks maximum. In light of your responsibilities, you may not take any vacation
if it would interfere with your duties. It may be that your duties will not permit you to take a vacation. Sick days and time off
granted as needed. Sick days are compensated. Time off is uncompensated. Unusual circumstances shall be considered on a case by
case basis.


 


Your responsibilities will be to supervise,
coordinate, oversee and manage the company’s business which is the design and construction of radial aircraft engines which
it will lease as prime movers in electrical generating systems of its own unique proprietary design. You will be responsible for
articulating the business plan, corporate mission and goals and to supervise and lead your executive team and the company to profitability.
As the company does not




 


 


/s/
DPE DPE 


   



    	 



    	 



    

Mr. Dale P. Euga


January 3, 2011


Page 2 of 4


 


 


 


expect to pay dividends, you will be expected to lead the company
so that the stock price increases to the benefit of our stockholders.


 


You will report directly to the Board of Directors.


 


This letter is not intended to be exclusive
and, generally, it will be your duty to see that whatever must be done is done and done in a timely fashion. As a corporate executive
and the most crucial member of the leadership team, it is expected that you will take responsibility without direction to accomplish
the company’s goals as communicated to you.


 


Your work week is not limited to forty hours.
You are expected to do the job regardless of the number of hours per week that you work and you will therefore be paid a salary
and not paid on a commission or hourly basis.


 


Your base salary will be two hundred fifty
thousand ($250,000.00) dollars per year, paid weekly. We will withhold all necessary taxes and trust fund charges. In addition
you may be paid a bonus at the sole discretion of the Board. Its payment will depend not only upon your performance but the financial
success of the company. Your salary will be paid to you effective the week-ending January 22, 2011. However, it may not be able
to be paid to you immediately, but will accrue until such time as the Board deems that the corporation’s finances allow.


 


You have worked for the company without pay
from August 1, 2010. I have asked you to provide me with a record of the hours you worked during that period and you will be paid
for that work at the rate of one hundred ($100.00) dollars per hour. However, because the company was and currently is unable to
make such payments to you, the wages earned will not be paid until cash flow and profitability allows but will accrue as our accountant
advises.


 


You will have the following paid vacation days:
New Year’s Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans’ Day, Thanksgiving
Day and Christmas Day.


 


As further inducement to you to accept this
offer, you will receive 51% of the authorized and issued shares of common stock in the company at par value of $0.0001/share. There
are currently 300,000,000 shares of common stock authorized but only 200,000,000 will be issued initially so you will receive at
least 102,000,000 shares of common stock. As further stock is issued, you will automatically receive additional shares so that
your ownership interest will never fall below 51%, unless we come to a modification of this agreement.


 





/s/ DPE DPE








    	 



    	 



    

Mr. Dale P. Euga


January 3, 2011


Page 3 of 4


 


 


Only our Vice President and General Counsel and our Vice President
of Production/Lead Engineer have similar arrangements. As the company is in the midst of merging with another public corporation,
the terms of this contract will become binding upon the successor corporation whose name is expected to be Powerdyne International,
Inc. In that event it is anticipated that you will be elected a Director by the shareholders and Chairman of the Board of Directors
by the Directors.


 


We do not have a profit sharing, 401(k) or
other retirement account plans for our employees. If the company becomes profitable and later offers these benefits to its employees,
you will be offered the same benefit as they will. Neither do we currently offer medical or life insurance as a benefit of employment.
Should those benefits become available later, then they will become available to you, also.


 


It may be that your duties will require you
to relocate. In that case, the company will either pay or reimburse your reasonable costs of relocation.


 


It is expected that you will require a motor
vehicle and so you will be provided with a motor vehicle suitable to your position and responsibilities and a company gasoline
card with which to pay for gasoline and maintenance. The company does not have a secure facility to garage the vehicle and, as
you will be expected to have a modest home office, you are expected to report to your home office first thing every morning to
check for emails or to attend to other business, and to then drive to whatever facility you are working at that day. You are expected
to garage the company motor vehicle provided to you at your residence at your expense. You may use the vehicle for private use.
If the vehicle is leased you will have the first option to buy the vehicle at the end of the lease term. If the vehicle is owned
by the company, you will have the first right to purchase the vehicle at the end of its useful life to the company.


 


In addition to the above cited duties, you
will develop, train and manage an executive staff that will be under your direction. These individuals will be assigned such tasks
as you or the Board of Directors may assign to them.


 


Any patentable ideas, designs, drawings or
processes of any kind which you work on or develop during your employment with the company will be the property of the company.
Should the company receive any royalties for the licensing or the other use of any patent which you were the principal of, you
will be paid a percentage of the royalties received, not to exceed twenty (20%) percent.


 


Tools and equipment needed for the shop will be purchased and owned
by the company. Personal tools and equipment may be used on the premises provided that they are clearly


 





/s/ DPE DPE








    	 



    	 



    

Mr. Dale P. Euga


January 3, 2011


Page 4 of 4


 


identified as yours and a written record of such kept by you and
provided to the company, Mr. Barton and Mr. Caromile. This requirement is necessary because of the company’s use of Bigelow
Electric’s tools and equipment as well as the use of your personal equipment.


 


Therefore, specific identification is intended
to avoid confusion. You will also have complete access to the Bigelow Electric shop.


 


Dale, this outline is a comprehensive letter
that identifies the parameters under which the company would like to engage you. Please let me know if I have left out anything
important and I will incorporate this text onto company letterhead and we can proceed from there. If this offer is acceptable to
you, please indicate your acceptance by initialing each page where indicated and by signing this letter and the duplicate originals
enclosed and returning the two copies to the company, keeping the original for your records.


 


As you know, we are very excited not only about
the business opportunities that we see but with the prospect of formalizing your relationship with the company.


 


	 	Yours truly,
	 	 
	 	/s/ Arthur M. Read, II
	 	 
	 	Arthur M. Read, II
	 	Director


 


AMR/lhm


Enclosures (2)


 


 


 


Acceptance


 


I acknowledge having received and read the
foregoing prior to signing it in triplicate originals.


 


I confirm and accept these arrangements, freely
and voluntarily.


 


 


 


 


/s/ Dale P. Euga


Dale P. Euga


Date: January 4, 2011


 





/s/ DPE DPE











    	 



    	 



    
 







 


 


June 1, 2011


 


Mr. Dale P. Euga


501 King Philip Rd, Unit 20


Raynham, MA 02767


 


Dear Dale;


 


You entered into an engagement letter with Powerdyne,
Inc. (now Powerdyne International, Inc.) on January 3, 2011.


 


This letter will serve to amend that earlier
letter.


 


Under the terms of your letter, you were to
be paid a salary. In the event that the corporation was unable to pay that salary immediately, it was to accrue to be paid to you
when the corporation’s financial situation permitted such payment, in the corporation’s sole discretion.


 


Because of the fragility of the corporation’s
finances, it is necessary to end that accrual effective April 1, 2011. Accrual and payment will only occur when the Company determines
that it has appropriate positive cash flow and/or profitability. This is in the best interest of the corporation and takes into
account unforeseen adverse tax consequences which flow to the corporation as a result of the accrual.


 


In addition, accrual and payment for expenses
and time incurred during the fiscal year ended December 31, 2010 will cease as well. If and or when the Company experiences positive
cash flow and/or profitability, the Company will address these past service items through performance bonuses at its discretion.


 


Please acknowledge your acceptance of this modification
of your letter agreement by signing the duplicate of this letter and returning it to Linda Madison and keeping the original for
your records.


 


	 	Yours truly,
	 	 
	 	/s/ Arthur M. Read, II
	 	 
	 	Arthur M. Read, II, Esq.
	 	Vice President, Director and General Counsel


 


AMR/lhm


Enclosure


/s/
DPE DPE 


 


 



    	 



    	 



    

 


Mr. Dale P. Euga


June 1, 2011


Page 2 of 2


 


 


 


Acceptance


 


 


I acknowledge having received and read the foregoing
prior to signing it in duplicate originals.


 


I confirm and accept these agreements, freely
and voluntarily.


 


 


 


 


 


/s/ Dale P. Euga


Dale P. Euga


 


 


Date: June 2, 2011


 


 


 


 


 


 


 


 


 


 


 


 


 


 





___________DPE








 


 






    	 



    	 



    
 





 


 


 


April 17, 2012


 


Mr. Dale P. Euga


501 King Philip Rd, Unit 20


Raynham, MA 02767


 


Dear Dale;


 


You entered into an engagement letter
with Powerdyne, Inc. (now Powerdyne International, Inc.) on  January 3, 2011 which was modified by a Modification of June 1,
2011 (signed by you on June 2nd).


 


This letter will serve to amend those earlier
letters which remain in full force and effect except as modified herein.


 


The following paragraph in the
January 3rd letter has been deemed unclear and or inaccurate:


 


As further inducement to you to accept this offer,
you will receive no less than 51% of the authorized and issued shares of common stock in the company at par value of $0.0001/share.
There are currently 300,000,000 shares of common stock authorized but only 200,000,000 will be issued initially so you will receive
102,000,000 shares of common stock.


 


This amendment will serve to delete that
provision.


 


You will receive
shares in Powerdyne International, Inc. in exchange for your 100% interest in Powerdyne, Inc. per the merger of February 7, 2011.


 





	 	Yours truly,
	 	 
	 	/s/ Arthur M. Read, II, Esq.
	 	 
	 	Arthur M. Read, II, Esq.
	 	Vice President, Director and General Counsel







 


AMR/lhm


Enclosure


 


 


_____/s/
DPE______DPE 


 






    	 



    	 



    



 


Mr. Dale P. Euga


April 17, 2012


Page 2 of 2


 


 


 


Acceptance


 


 


I acknowledge having received and read the
foregoing prior to signing it in duplicate originals.


 


I confirm and accept these agreements, freely
and voluntarily.


 


/s/ Dale P. Euga


______________________________________


Dale P. Euga


 


 


Date: April 17, 2012


 


 


 


 


 


 


_____/s/
DPE______DPE