**Exhibit
10.2**
 
  **Management** **Agreement
of**
   **Robert
V. McLemore, President and Founder of HouseRaising, Inc.**
  
 **EMPLOYMENT
AGREEMENT**
 
 This
Employment Agreement (this “Agreement”) dated this 31 st day of
August, 2004, (the "Effective Date"), by and between HouseRaising,
Inc. , a North
Carolina corporation with offices in Charlotte, North Carolina (the “Company”),
and ROBERT V. McLEMORE, a resident of North Carolina (the
“Executive”).
 
 **W
I T N E S S E T H:**
 
 WHEREAS,
the Company is engaged in and seeks to expand its business in the house building
and related industry segments, and the Executive has substantial experience in
managing and operating businesses and as a senior management executive that
would be very beneficial to the Company’s operations and future
prospects;
 
 WHEREAS,
the Company believes its progress and its prospects for future development and
growth would be significantly enhanced if the Executive were to serve as the
Company’s President;
 
 WHEREAS,
the Board of Directors of the Company (the “Board”) has authorized this
Agreement with the Executive and has approved its terms and conditions, all of
which the Board has found to be reasonable, proper, and in the best interest of
the Company;
 
 WHEREAS,
the Company and the Executive desire to set forth the terms and conditions
pursuant to which the Executive will be employed by the Company;
and
 
 WHEREAS,
the Executive is willing to be employed by the Company pursuant to the terms and
conditions set forth herein;
 
 NOW
THEREFORE, in consideration of the foregoing premises and of the mutual
covenants and undertakings contained herein, the parties to this agreement
hereby agree as follows:
 
 **ARTICLE
I**
 
 **EMPLOYMENT
DUTIES AND COMPENSATION**
 
 **1.01** **(a)**  **Initial
Terms of Employment and Duties.** The
Company and the Executive hereby agree that for a forty-eight month (48) month
period beginning on the Effective Date, the Company shall employ the Executive
as President and the Executive shall perform services for the Company at the
Company’s headquarters location. The last day of such forty-eight (48) month
period shall be the "Termination Date" for purposes of this
Agreement.
 
 **(b)**  **Renewal
of Term.** Unless
the Company shall have given the Executive written notice at least 180 days
prior to the Termination Date, this Agreement shall renew and continue in effect
for additional one-year periods (and all provisions of this Agreement shall
continue in full force and effect), and each successive anniversary from such
original Termination Date shall thereafter be designated as the “Termination
Date” for all purposes under this Agreement, provided, however, that the Company
may, at its election at any time after the expiration of the initial term of
this Agreement, give the Executive notice of termination, in which event the
Executive shall continue to receive, as severance pay, his base salary, if any,
and benefits set forth in Paragraphs (d) and (f) below for 12 full months
following such notice of termination. During such 12-month severance period, the
Board may modify the Executive’s duties as described in Paragraph (c) below
without triggering the provisions of Section 2.03 below. The Company agrees that
it will not unreasonably withhold any annual renewals of this
Agreement.
 
 **(c)**  **Duties:**
 As
President of the Company, the Executive shall carry out the strategic plans and
policies as established by the Board of Directors of the Company and shall
report to the CEO and Board of Directors. The Executive’s duties shall include
but not be limited to the following:
 
 1
  (i)
    Supporting
      the operations and administration of the Board of Directors by advising
      and informing CEO and Board members with regard to the operations of the
      Company and interfacing between the Board and the staff of the Company;
 
 (ii)
    Overseeing
      the design, marketing, promotion, delivery, and quality of company
      programs, products, and services;
 
 (iii)
    Working
      with the CEO, recommending a yearly budget for Board approval and
      prudently managing the Company’s resources within those budgetary
      guidelines according to current laws and regulations;
 
 (iv)
    Working
      with the CEO, effectively managing the human resources of the organization
      according to authorized personnel policies and procedures that fully
      conform to current laws and regulations;
 
 (v)
    Develop
      and implement System C and a national network of builders and vendors
      sufficient to grow company in to a national homebuilding and management
      company.
 
 (vi)
    Recruit
      and train executive staff for Company and promote its mission programs,
      products, and services are consistently presented in strong, positive
      image to relevant stakeholders.
 
 As the
Executive shall be entitled to exercise all rights and power and shall have all
the privileges and authorities commensurate with his offices, including without
limitation:
 
 (i)
    The
      full authority for the operations and conduct of the business of the
      Company;
 
 (ii)
    General
      decision-making authority with respect to the day-to-day operations of the
      business of the Company;
 
 (iii)
    The
      engagement, retention, and termination of employees and independent
      contractors of the Company, the setting of the compensation and other
      material terms of employment or engagement of employees and independent
      contractors and the establishment of work rules for employees; and
 
 (iv)
    The
      initiation, development, and implementation of new business, subject to
      the approval of the CEO and supervision of the Board. The Executive shall
      render his services thereunder in the headquarters city (or other
      headquarters location approved by the Board) subject to such reasonable
      travel as may be required to perform his duties hereunder. During the term
      of employment, the Executive shall devote such time as is required to
      perform his services hereunder.
 
 **(d)**  **Compensation:**
 During
the initial term of this Agreement and for each renewal term thereafter, the
Executive’s annual gross base salary pursuant to this agreement shall be as set
forth below:
 
 (i)
    For
      the four-year period immediately following the beginning date above,
      $250,000 per year payable at a rate of $20,833 per month for the first
      year hereunder; $287,500 per year payable at a rate of $23,958 per month
      for the second year, $330,625 per year payable at a rate of $27,552 per
      month for the third year, $380,218 per year payable at a rate of $31,684
      per month for the fourth year and will continue at that rate for the
      duration of this contract or any renewals unless the Board increases the
      Executive’s base compensation above $31,684 per month, which it may do
      during this contract period or any renewal period.
 
 Nothing
herein shall be deemed to restrict the right of the Board to increase the
Executive’s annual gross base salary, bonuses, and fringe benefits or grant
stock options at any time in its discretion.
 
 **(e)**  **Bonuses.** The
Executive shall be entitled to such bonuses as are described in Exhibit A
attached hereto.
 
 **(f)**  **Fringe
Benefits.** The
Company shall provide to Executive, during the term of his employment
hereunder:
 
 (i)
    All
      so-called “fringe benefits” including, but not limited to, participation
      in pension plans, profit-sharing plans, hospitalization insurance, medical
      insurance, dental insurance, disability insurance, life insurance, and the
      like that are granted to or provided for eligible employees of the
      Company, or that may be granted to or provided for during the term of the
      Executive’s employment under this Agreement; and upon termination of
      Executive’s services with the Company, the Executive may, at his option
      and at his expense, continue the Executive’s hospitalization/medical/
      dental/disability and life insurance policy without interruption until his
      death, if permitted by the terms of such group
policies.
 
 (ii)
    Four
      weeks’ paid vacation per year.
 
 (iii)
    A
      monthly housing and auto allowance of $5,000.00 which will be paid monthly
      to Executive at the first of each month during the period of this contract
      or any renewals hereunder.
 
 2
  **(g)**  **Initial
Employee Stock Options.** In
consideration for his services hereunder, immediately following the closing of a
Qualified Financing, the Company hereby grants to the Executive an option to
acquire shares of the Company’s Common Stock as described in Exhibit
B.
 **(h)**  **Travel
and Reimbursement of Expenses.** Subsequent
to the closing date of Qualified Financing, the Company agrees to pay to on
behalf of Executive the cost of travel and other expenses incurred by Executive
on the Company’s behalf. It is understood that the Company will reimburse
Executive for reasonable travel expenses between the Company headquarters and
other office locations, and Executive’s primary residences, provided that
reasonable efforts are made to manage the costs associated with
travel.
 
 **ARTICLE
II**
 
 **RIGHTS
ON TERMINATION OF EMPLOYMENT**
 
 **2.01**  **Right
to Terminate Employment.** At any
time subsequent to the closing of a Qualified Financing, the Executive may, at
his option, terminate his employment under this Agreement upon not less than 60
days’ written notice to the Board of Directors of the Company given at any time.
In the event of the termination of this Agreement by the Executive, the
Executive shall be entitled to:
 
 (i)
    a
      portion of his monthly salary and any accrued bonus earned by the
      Executive prior to the date of termination, computed pro rata up to and
      including the date of termination; and
 
 (ii)
    exercise
      during the 90-day period following the Executive's termination, any
      unexercised stock options that are vested as of the date of termination.
      Other than the foregoing, the Executive shall be entitled to no further
      compensation of any kind after the date of termination.
 
 **2.02**  **Disability.** If,
because of mental or physical disability, the Executive shall be incapable for a
period of six consecutive months (the “Disability Period”) of performing his
obligations and agreements hereunder (hereinafter referred to as a “Disability”)
during which period the provision of this Agreement will continue to apply in
full force and effect, then, at the election of the Company expressed to the
Executive in writing, this Agreement shall terminate at the end of such
Disability Period, except that the Executive shall receive 75% of his base
salary then in effect for one year from the date of termination, together with
the bonuses described on Exhibit A hereto. The Company may at its option
alternatively purchase an insurance policy that will provide the same disability
benefit to the Executive. Additionally, any stock options previously granted but
not vested shall become vested upon termination for Disability by the Company.
The determination of whether the Executive has suffered a Disability shall be
made by three licensed medical doctors: one chosen by the Company, one chosen by
the Executive, and one chosen by the two doctors so chosen.
 
 **2.03**  **Rights
Upon Termination of Employment Without Cause Prior to the
Termination:**
 The
Company may terminate the Executive’s services without Cause (as defined in
Section 4.20 below) by delivering written notice of such termination to the
Executive. In addition, any:
 
 (i)
    Material
      change of the Executive’s title, responsibilities, or authority by the
      Board without the Executive’s concurrence which is not cured within 30
      days after notice by the Executive,
 (iv)
    Material
      breach by the Company of this Agreement which continues for 30 days after
      notice by the Executive, or
 (v)
    a
      change in control of the Company that is required to be reported by the
      Company on Form 8-K,
 
 shall be
deemed termination by the Company without Cause. In the event of termination
pursuant to clauses (i), (ii), or (iii) of the preceding sentence, the Executive
shall be entitled to give notice of termination, which notice shall have the
same effect as a notice delivered by the Company, or
 
 3
 
 If, prior to
the Termination Date, the Company terminates the Executive’s employment for any
reason other than Cause or Disability, then the Company shall:
 
 (i)
    Continue
      to pay the Executive (in the same manner as prior to such termination)
      after the date of such termination the compensation provided under Section
      1.01 above through the Termination Date as if the Executive had been
      employed hereunder during such period;
 
 (ii)
    Pay
      all bonuses quarterly as if the mutually agreed upon targets were met;
 
 (iii)
    Provide
      the Executive with continued coverage through the Termination Date under
      any employee benefit plan (as such term is defined in Section 3(3) of the
      Employee Retirement Income Security Act of 1974, as amended) then
      maintained by the Company and in which the Executive then participates or
      any successor plan thereof. Notwithstanding 2.03(iii) above, the Company
      hereby agrees to maintain the Executive’s
      hospitalization/medical/dental/disability and life insurance policy in
      effect at the time of termination through the full period of this
      Agreement, to continue to pay any premium to maintain the policy through
      the full period of this Agreement, and the Executive may, at his option
      and his expense at the end of this Agreement or termination, continue the
      policy without interruption until his death if permitted by the terms of
      such policy; and
 
 (iv)
    All
      stock options will immediately vest, and the stock granted to the
      Executive upon his exercise of such options shall be unrestricted except
      for any governmental restrictions and registered if the Company is a
      public company at the time of termination or subsequently becomes
      public.
 
 **2.04**  **Right
Upon Termination of Employment for Cause**
 The
Company shall have the right at any time, by giving written notice to Executive
to terminate Executive’s employment for Cause. Cause shall be deemed to have
occurred if the Executive is convicted of a felony or a crime involving fraud,
gross negligence, or significant mismanagement of the business. Upon such
termination for Cause, Executive shall be paid his current monthly salary and
any bonuses earned up to that point, and Executive may exercise any unexercised
options or warrants that are vested. Executive shall forfeit all unexercised
options not then vested.
 
 **2.05**  **Beneficiaries
of Payments**
 If the
Executive shall die before receiving all payments to be made by the Company to
him pursuant to any of the provisions of this Agreement, all such payments or
any remaining payments, as the case may be, shall be made by the Company to such
beneficiary or beneficiaries as the Executive may designate from time to time by
notice in writing filed with the Company, or if the Executive shall fail or fail
effectively to designate a beneficiary, or if no beneficiary shall survive the
date when the last payment is to be made, any remaining payments shall be made
to the Executive’s estate.
 
 **ARTICLE
III**
 
 **PROTECTIONS/CONFIDENTIALITY**
 
 **3.01**  **Covenants
Regarding Protections:**
 ****The
Executive hereby agrees and covenants to the following:
 
 **(a)**  **Solicitation
of Customers and Registered Primary Vendors:**
 During
the term of this Agreement and for a period of six months following the
termination of this Agreement by either party (other than a termination of this
Agreement by the Company’s failure to renew it pursuant to Section 1.01(b)
above), the Executive hereby agrees not to solicit or contact in any manner that
could be reasonably construed as a solicitation, any past or current customer or
registered primary vendor of the Company for purposes of encouraging such
customer to refrain from purchasing products or services from the Company or for
purposes of encouraging such vendor to refrain from providing services or
selling products to the Company. Notwithstanding the above, if the Executive
should leave the Company and join a competitive company, it is recognized by the
parties that the industry utilizes a variety of marketing and sales techniques
such as direct mail, telemarketing, advertising, etc., and the customer might be
contacted by the Company that the Executive joins as a matter of course, and in
this event this practice would not be considered a violation of this
Agreement.
 
 **(b)**  **Solicitation
of Executives:**
 During
the term of this Agreement and for a period of six months following the
termination of this Agreement by either party (other than a termination of this
Agreement by the Company’s failure to renew it pursuant to Section 1.01(b)
above), the Executive hereby agrees not to employ, either directly or indirectly
through any entity in which the Executive is an executive officer, and agrees
not to solicit, or contact in any manner that could reasonably be construed as a
solicitation, any executive officer or director of the Company for purposes of
encouraging such person to leave or terminate his employment with the
Company.
 
 4
 ****
 **3.02**  **Confidentiality;
Competitive or Personal Disparagement:**
 The
Executive and the Company hereby agree that neither will, during the term of the
Executive’s employment or at any time following the termination hereof for any
reason, do or cause to have done any of the following:
 
 (i)
    Without
      the prior written consent of the other party, use for its own purposes or
      disclosure to any person or other entity any confidential and/or
      proprietary information of the Company or the Executive;
    and
 
 (ii)
    Each
      party agrees that it will not disparage the other
party.
 
 **3.03**  **Enforcement:**
 The
Executive and the Company recognize that the provisions of this Agreement are
vitally important to the continuing welfare of the Company and the Executive and
that money damages constitute an inadequate remedy for any violation thereof.
Accordingly, in the event of any such violation by the Executive or the Company,
the Company or the Executive, in addition to any other remedies it may have,
shall have the right to institute and maintain a proceeding to compel specific
performance thereof or to issue an injunction restraining any action by the
Executive or the Company in violation of the Agreement.
 
 **ARTICLE
IV**
 
 **4.01**  **Indemnifications:**
 The
parties agree that the Executive shall be indemnified by the Company against any
liability asserted against the Executive (and expenses, including without
limitation, reasonable attorney’s fees, court costs, and other legal expenses
incurred in connection therewith) by reason of his position with the Company or
any subsidiary to the full extent a North Carolina corporation may indemnify an
officer or director under the North Carolina General Corporate Law.
 
 **4.02**  **No
Obligation to Mitigate Damages:**
 In the
event of a termination of employment upon a change in control, the Executive
shall not be required to mitigate damages by seeking other
employment.
 
 **4.03**  **Arbitration
and Remedies:**
 (a)  All
disputes, differences, or questions between the parties concerning the
construction, interpretation, and effect of the Agreement, or the rights,
obligations, and liabilities of the parties, and which have as their sole remedy
monetary damages, will be settled by arbitration in the City of Charlotte, North
Carolina, or such other place as the parties may mutually agree. In the case of
a dispute, difference, or question, one party shall appoint its arbitrator and
shall notify the other party in writing (the “Arbitration Notice”) of the
appointment and the matter to be determined. If the party receiving the
arbitration notice fails to appoint an arbitrator and notify the first party of
such appointment for 15 days after receipt of such notice, the decision of the
arbitrator appointed by the first of the parties shall be final and binding on
both of the parties hereto. If two arbitrators are appointed, they shall meet
within 30 days after appointment of the second arbitrator. If they do not agree
as to their decision, they shall choose a third arbitrator, failing which third
arbitrator shall be selected in accordance with the rules of the American
Arbitration Association. The arbitration shall be held as promptly as possible
at such time and place in the designated city as the arbitrators may determine.
The decision of the arbitrators so appointed, or a majority of them, will be
final and binding upon the parties hereto. Judgment upon the award may be
entered in any court having jurisdiction, or application may be made to such
court for judicial acceptance of the award and an order to enforce, as the case
may be. If the arbitrator appointed refuses to act, is incapable of acting, or
dies, a substitute for him shall be appointed in the manner provided
above.
 
 (b)  Each of
the parties to the Agreement will be entitled to enforce its rights under the
Agreement specifically, to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights existing in its
favor. The parties hereto agree and acknowledge that money damages may not be an
adequate remedy for any breach of the provisions of the Agreement and that any
party may, in its sole discretion, apply for specific performance and/or
injunctive relief in either a federal or state court to enforce or prevent any
violations of the provisions of this Agreement.
 
 **4.04**  **Legal
Cost and Indemnification:**
 The
Company shall pay the Executive all legal fees and expenses incurred by him as a
result of his termination without Cause or Disability, including but not limited
to, all such fees and expenses, if any, incurred in contesting or disputing any
such termination or in seeking to obtain or enforce any right or benefit
provided in this Agreement through legal process or arbitration, if the
Executive shall be wholly successful on the merits, such amounts not to exceed
any court-directed maximum.
 
 5
 ****
 **4.05**  **Notices:**
 (a)  Any
notice to be given concerning this Agreement shall be given in writing and
either (i) sent by certified or registered mail, return receipt requested,
postage prepaid; or (ii) hand-delivered to the recipient personally. In the case
of notice sent by mail, the date of the giving of the notice shall be deemed to
be (i) the date of the postmark of the executed return receipt or (ii) the date
of actual receipt if not postmarked by the United States Postal Service. In the
case of notice being hand-delivered, a written dated receipt shall be given
therefor. Hand-delivery of any notice to the Company shall be delivered to the
Company’s chief financial officer personally.
 
 (b)  Notice
shall be sent as follows:
 
 If to the
Executive:   ROBERT V.
McLEMORE
 
 
 If to the
Company:   HouseRaising,
Inc.
 4801 E.
Independence Blvd. Suite 201
 Charlotte,
North Carolina 28212
 
 (c)  By giving
notice to all other parties, any party may, from time to time, designate a
different address to which notice by mail to such party shall be
sent.
 
 **4.06**  **Successors
and Assigns; Survival in Case of Merger:**
 (a)  This
Agreement is intended to bind and inure to the benefit of, and be enforceable
by, the Executive and the Company and their respective successors and
assigns.
 
 (b)  Without
limiting the effect of the foregoing, this Agreement and all of its terms shall
survive, and be enforceable by the Executive, notwithstanding any merger,
consolidation, combination, or reorganization of the Company with or into any
other entity or person (“Surviving Entity”), including but not limited to any
other corporation, partnership, or other similar organization, whether or not
the Company is the Surviving Entity of such merger, consolidation, combination,
or reorganization. The Surviving Entity shall be bound by this Agreement to the
same extent as if such Surviving Entity had entered into the Agreement with the
Executive on the Effective Date.
 
 (c)  As a
condition of any merger, consolidation, combination, or reorganization of the
Company as discussed in Section 4.06(b) above, the Company agrees to include, as
a condition of consummation of such merger, consolidation, combination, or
reorganization, an undertaking by the Surviving Entity, pursuant to which the
Surviving Entity shall agree in writing to be bound by this
Agreement.
 
 **4.07**  **Amendment;
Waiver:**
 No
amendment or other modification of this Agreement nor any waiver of any term of
this Agreement shall be valid unless it is in writing and signed by the party
against whom enforcement of the amendment, modification, or waiver is sought. No
waiver by any party of the breach of any term contained in this Agreement,
whether by conduct or otherwise, in any one or more instances, shall be deemed
to be or construed as a further or continuing waiver of any such breach of any
other term of this Agreement.
 
 **4.08**  **Further
Assurances:**
 Each
party hereto agrees to perform any further acts and to execute and deliver any
further documents mutually agreed to in writing that may be reasonably necessary
to carry out the provisions of this Agreement.
 
 **4.09**  **Severability:**
 In the
event that any of the provisions, or portions thereof, of this Agreement are
held to be unenforceable or invalid by any court of competent jurisdiction, the
validity and enforceability of the remaining provisions, or portions thereof,
shall not be affected thereby.
 
 **4.10**  **Construction:**
 Whenever
used herein, the singular number shall include the plural, and the plural number
shall include the singular.
 
 6
 
 **4.11**  **Gender:**
 Any
references hereto to the masculine gender, or to the masculine form of any noun,
adjective, or possessive, shall be construed to include the feminine or neuter
gender and form, and vice versa.
 
 **4.12**  **Headings**
 The
headings contained in this Agreement are for purposes of reference only and
shall not limit or otherwise affect the meaning of any of the provisions
contained hereof.
 
 **4.13**  **Multiple
Counterparts:**
 This
agreement may be executed in multiple counterparts, each of which shall be
deemed to be an original but all of which together shall constitute one and the
same instrument.
 
 **4.14**  **Governing
Law:**
 THIS
AGREEMENT HAS BEEN EXECUTED IN AND SHALL BE COVERED BY THE LAWS OF THE STATE OF
NORTH CAROLINA AND THE OBLIGATIONS OF THE PARTIES HERETO SHALL BE PERFORMABLE IN
CHARLOTTE, NORTH CAROLINA.
 
 **4.15**  **Inurement:**
 Subject
to the restrictions against transfer or assignment as herein contained, the
provisions of the Agreement shall inure to the benefit of, and shall be binding
on, the assigns, successors in interest, personal representatives, estates,
heirs, and legatees of each of the parties thereto.
 
 **4.16**  **Waiver:**
 No waiver
of any provision or condition of this Agreement shall be valid unless executed
in writing and signed by the party to be bound thereby and then only to the
extent specified in such waiver. No waiver of any provision or condition of this
Agreement shall be construed as a waiver of any other provision or condition of
this Agreement and no present waivers of any provision or condition of this
Agreement shall be construed as a future waiver of such provision or
condition.
 
 **4.17**  **Entire
Agreement:**
 This
Agreement contains the entire understanding between the parties hereto
concerning the subject matter contained herein.
 
 IN
WITNESS WHEREOF, the parties to the Agreement have set their respective hands
hereto as of the date first written above.
  **THE
      EXECUTIVE**
      ROBERT V. McLEMOREBy:
    /s/ ROBERT V.
      McLEMOREBy: ROBERT V. McLEMORE
  **THE COMPANY**
      HouseRaising, Inc.By:
    /s/ Charles M. SkiboName: Charles M. SkiboTitle: CEO
  7
 
 **EXHIBIT
A**
 
 **BONUSES**
 
 
 ·
    **Period
      of Contract and Renewals:**
 Executive
will be eligible for a bonus of up to 75% of his base annual salary; payable
quarterly based upon the completion of Company objectives and performance
criteria to be mutually agreed upon by Executive and the Board of Directors at
the beginning of each year.
 
 ·
    **Note:**
 Regardless
of any other objectives established, if the Company is successful in completing
a Qualified Financing, then the first year’s objectives shall be deemed to have
been met. If the Company raises $10 million in a Qualified Financing, then the
first two years’ objectives shall be deemed to have been met. Moreover, if
during the first year of operations the Company reaches a market capitalization
of $50 million or more, then the first year’s objectives shall be deemed to have
been met. If in the second year of operation a market capitalization of $75
million or more is achieved, then the second year’s objectives shall be deemed
to have been met, and if, in the third year of operation, a market
capitalization of $110 million or more is achieved, then the third year’s
objectives shall be deemed to have been met.
  8
 
 **EXHIBIT
B**
 
 **STOCK
OPTIONS**
 
 
 Executive
is granted, upon execution of this Agreement, an option for four million shares
at a price of fifty cents ($0.50) per share exercisable at any time during the
ensuing ten years. The Company agrees that, in the event that a Qualified
Financing causes the Executive’s fully diluted equity ownership to drop below
fifteen percent (15%) of the total outstanding shares issued (including all
options, warrants, and convertible preferred), then the Company will increase
the number of shares covered by the above option to bring the Executive’s total
shares to fifteen percent (15%), not to exceed a total of five million shares.
 
 The stock
option shall vest 25 percent upon the closing of a Qualified Financing, and the
balance over a three-year period, 33.4% of the balance vesting upon the first
anniversary date of the closing of a Qualified Financing, 33.3% of the balance
vesting at the end of the second anniversary date of the closing of a Qualified
Financing, and the remainder vesting at the end of the third anniversary date of
the closing of a Qualified Financing. Notwithstanding the above, after the
initial 25% vesting of the option grant, all of the remaining option will vest
upon the Company reaching a market capitalization of $75 million or
more.
 
 Additionally,
the Executive has the right at any time to exercise all of his option or any
portion of the total option, in which event the Executive will take ownership of
such stock but the Company will issue stock certificates to the Executive
according to the vesting schedule above and affix an appropriate restrictive
legend referencing this Agreement.
 
 In the
event Executive elects to exercise his rights in the preceding paragraph and if
Executive requests ratable issuance, Company agrees to issue shares ratably at
25% upon the closing of a Qualified Financing and the balance at
1/36 th per
month starting at the beginning of the first year. At any time the Company
reaches a valuation of $75 million or more or there is a change in control
requiring the filing of a Current Report on Form 8-K, or the sale of the Company
is consummated, then the Company will issue all shares upon such
events.
 
 There
will be no buy-back rights in such shares and the grant of any option does not
imply any right to continued employment except what is provided
herein.
 
 The
parties agree that the said option will be issued in the name of ROBERT V.
McLEMORE the Executive.
  9