Exhibit
        10.1

       

    

    AMENDED
      AND RESTATED CEO-CONSULTANT AGREEMENT

    Dated:
      November 30, 2008

     

     This
      Employment/Consultant Agreement (“AGREEMENT”)
      is
      entered into by and between Rubber Research Elastomerics, Inc. a Minnesota
      corporation, ( “COMPANY”),
      and
      Winston Salser, Ph. D., a resident of Pacific Palisades, California
      (“EXECUTIVE”),
      (collectively referred to herein as "PARTIES") and is effective as of the date
      first written above (the “Effective
      Date”).
      

     

    AGREEMENT

     

    
      	
              1.
                

            	
              Employment.
                

            


    

     

    
      	 	
              Effective
                as of the date first written above (“Effective
                Date”),
                the COMPANY will employ EXECUTIVE as the CEO-Consultant, and EXECUTIVE
                will accept such employment and perform services for the COMPANY,
                upon the
                terms and conditions set forth in this AGREEMENT, which is an amended
                and
                restated version replacing the existing Agreement signed on or about
                September 14, 2007.

            


    

     

    
      	2.	
              Term
                of Employment.

            


    

     

    Unless
      terminated at an earlier date in accordance with this AGREEMENT, the term of
      EXECUTIVE’s consulting agreement with the COMPANY will be for the period
      commencing on the Effective Date of this AGREEMENT, and ending on the fourth
      anniversary of the Effective Date. Thereafter, unless terminated at an earlier
      date in accordance with this AGREEMENT, the term of EXECUTIVE’s employment with
      the COMPANY, if not otherwise extended by the Board
      of
      Directors of the COMPANY ("BOARD"),
      will be
      automatically extended for successive one year periods, unless either party
      gives written notice to the other party at least 180 days prior to the
      expiration of such term that such party elects not to extend the term of
      EXECUTIVE’s employment under this AGREEMENT. 

     

    
      	
              3.

            	
              Position
                and Duties.

            


    

     

    
      	
            	(a)	
              Employment
                with the COMPANY.
                Commencing on the Effective Date and continuing for the duration
                of the
                term of EXECUTIVE’s employment with the COMPANY hereunder, EXECUTIVE shall
                continue to be employed in his current position as a CEO-Consultant
                with
                the position of the Chief Executive Officer of the COMPANY and shall
                have
                the authority, duties and responsibilities commensurate and consistent
                with such position and title. Acting as Chief Executive Officer,
                EXECUTIVE
                shall be the most senior officer of the COMPANY and report directly
                and
                exclusively to the BOARD. EXECUTIVE shall also serve in such other
                position or positions with the COMPANY and its subsidiaries, consistent
                with his position as Chief Executive Officer of the COMPANY, as the
                BOARD
                shall reasonably assign EXECUTIVE, from time to time. EXECUTIVE’s
                employment hereunder will be based either at the COMPANY’s corporate
                headquarters, currently in the Minneapolis, Minnesota metropolitan
                area,
                or at his office in Pacific Palisades, California, as the EXECUTIVE
                shall
                choose, depending upon the requirements of his duties for the benefit
                of
                the COMPANY, as they may change from time to
                time.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	(b)	
              Performance
                of Duties and Responsibilities.
                EXECUTIVE will serve the COMPANY faithfully and to the best of his
                ability
                and will devote his full working time, attention and efforts to the
                business of the COMPANY. At the present time EXECUTIVE also serves
                as the
                President of 2PCR, as a Vice President of LAEL, as C.E.O. of Riviera
                Investments Inc., and as the President of Casale Road Investments
                Inc. The
                PARTIES agree that the concurrent employment of EXECUTIVE by these
                companies or any other companies that are licensees or sub-licensees
                of
                COMPANY does not constitute a conflict of interest or breach of
                EXECUTIVE's duties to COMPANY. 

            


    

     

    EXECUTIVE
      is also a member of the Board of Directors of TEN Asset Management, a Registered
      Investment Management Firm (www.tenasset.com)
      , and
      the COMPANY recognizes that this and other such limited participation in
      companies unrelated to the Tirecycle Technology will not interfere with his
      duties to the COMPANY, but are each subject to approval by the
      BOARD.

     

    
      	
              4.

            	
              Compensation.

            


    

     

    
      	
            	(a)	
              Base
                Salary.
                While EXECUTIVE is employed by the COMPANY hereunder, the COMPANY
                will pay
                to EXECUTIVE an annual Base-Contract-Fee, starting at $150,000 per
                year,
                which Base-Contract-Fee shall be paid in equal monthly installments.
                During the second year (starting with September 13, 2008) and each
                successive year thereafter, the BOARD or the Compensation Committee
                of the
                BOARD (the “Committee”)
                will conduct an annual performance review of EXECUTIVE and thereafter
                establish EXECUTIVE’s base-contract-fee in an amount not less than the
                base-contract-fee in effect for the prior year.


            


    

     

    
      	
            	(b)	
              Annual
                Performance Bonus.
                For each full or partial fiscal year that EXECUTIVE is serving the
                COMPANY
                under the terms of this AGREEMENT, EXECUTIVE shall be eligible for
                a
                performance bonus. Through fiscal year 2008, such bonus shall be
                in an
                amount not more than $50,000, and will be based on achievement of
                certain
                criteria and milestones established by, and in the sole discretion
                of the
                BOARD. Commencing with fiscal year 2009, EXECUTIVE’s annual cash bonus
                shall be up to 25% of EXECUTIVE’s annual base salary for such fiscal year,
                and will be based upon achievement of certain profitability and
                operational efficiencies relative to the industry and such other
                criteria
                that the BOARD may, from time to time, determine. Achievement by
                EXECUTIVE
                of the objectives for each fiscal year will be determined in good
                faith by
                the BOARD within 60 days after the end of the fiscal year; and the
                annual operational performance bonus will be paid in a lump sum promptly
                following such determination unless an alternative procedure is agreed
                to
                in writing by EXECUTIVE and
                COMPANY.

            


    

     

    
      	 	
              (c)

            	
              Employee
                Benefits.
                While EXECUTIVE is employed by the COMPANY hereunder, EXECUTIVE will
                be
                entitled to participate in all employee benefit plans and programs
                of the
                COMPANY, including without limitation, a 401(k) plan (but specifically
                excluding the COMPANY’s medical, life, and disability insurance plans), to
                the extent that EXECUTIVE meets the eligibility requirements for
                each
                individual plan or program as generally applicable to other executive
                officers of the COMPANY; provided, however, that except as herein
                otherwise provided, the COMPANY provides no assurance as to the adoption
                or continuance of any particular employee benefit plan or program
                and
                EXECUTIVE’s participation in any such plan or program is consistent with
                the provisions, rules and regulations generally applicable to other
                executive officers of the COMPANY. The COMPANY currently has no 401(k)
                plan or other such plans except for providing health insurance to
                those
                employees who do not have their own health plans. The EXECUTIVE
                understands that elective deferrals made by executives under a 401(k)
                plan
                may be limited as necessary to satisfy certain non-discrimination
                rules
                that apply to such plans under the Internal Revenue Code of 1986,
                as
                amended (the “Code”).
                However, unless the COMPANY determines that it is not commercially
                reasonable to do so, the COMPANY will adopt a “safe-harbor” matching
                contribution formula under the 401(k) plan that will allow the 401(k)
                plan
                to automatically comply with such non-discrimination rules. If the
                COMPANY
                determines that it is not commercially reasonable to adopt such a
                matching
                contribution formula, the COMPANY will establish a nonqualified deferred
                compensation plan that will allow the EXECUTIVE to approximate on
                a
                nonqualified basis the deferrals that cannot be made under the 401(k)
                due
                to non-discrimination rules, in a manner consistent with Section 409A
                of the Code.

            


    

     

    
      	 	
              (d)

            	
              Automobile
                Allowance.
                While EXECUTIVE is employed by the COMPANY hereunder, the COMPANY
                shall
                not ordinarily provide to EXECUTIVE the use of an automobile leased
                by the
                COMPANY while he is working from California and, regarding personal
                automobile costs in California, shall only reimburse EXECUTIVE for
                the
                “usage costs” for his personal automobile(s) during the term of this
                AGREEMENT. This shall include all costs of fuel, whether for personal
                or
                COMPANY use, and the cost of insurance, repairs and maintenance.
                However
                EXECUTIVE’s personal automobile(s) shall ordinarily remain in the Los
                Angles area of California and the COMPANY will provide a rental or
                leased
                vehicle, at the choice of the COMPANY, for the time EXECUTIVE spends
                in
                Minnesota, or in Northern California, or in other states or foreign
                locales, including without limitation the costs of insuring, maintaining
                and operating such automobile, whether rented or leased. This provision
                is
                agreed to be retroactive to September 14, 2007, as it was meant to
                be
                included in the Agreement hiring EXECUTIVE on that date (“RETROACTIVE
                TO 09-14-2007”).
                

            


    

     

    
      
        
        

      

      
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              (e)

            	
              Expenses
                in Minnesota
                It
                is recognized that, because EXECUTIVE will not be responsible for
                maintaining a home or automobile in Minnesota, then, when he is in
                Minnesota the COMPANY will reimburse the usual expenses for hotel
                (or
                leased housing, at the choice of the COMPANY), rent-a-car, and per
                diem or
                restaurant costs and all other such-like which it would normally
                reimburse
                when EXECUTIVE is traveling. [RETROACTIVE TO
                09-14-2007].

            


    

     

    
      	 	
              (f)

            	
              Expenses.
                While EXECUTIVE is employed by the COMPANY hereunder, the COMPANY
                will
                reimburse EXECUTIVE for all reasonable and necessary out-of-pocket
                business, travel and entertainment expenses incurred by him in the
                performance of his duties and responsibilities hereunder, subject
                to the
                COMPANY’s normal policies and procedures for expense verification and
                documentation. It is more particularly agreed that RRE shall reimburse
                EXECUTIVE for his costs of maintaining his office in California,
                including
                computer and software purchase or replacement and upkeep costs and
                telephone, cell phone, FAX, and any DSL or high-speed Cable expenses
                associated with providing rapid computer data transmission, but not
                including any “rent” paid for the space so long as EXECUTIVE maintains
                said office in his home. He may, however, rent storage space, at
                COMPANY
                expense, to store corporate records near his home. [RETROACTIVE TO
                09-14-2007].

            


    

     

    
      	 	
              (g)

            	
              Vacation.
                While EXECUTIVE is employed by the COMPANY hereunder, EXECUTIVE shall
                be
                entitled to paid vacation time off in accordance with the normal
                policies
                of the COMPANY, but not less than three weeks vacation per year.
                Unused
                vacation time will be carried forward and accumulated from year to
                year,
                and EXECUTIVE will be paid for unused vacation time at the time he
                terminates employment for any
                reason.

            


    

     

    
      	5.	
              Noncompetition
                Covenant.

            


    

     

    
      	
            	a)	
              Agreement
                Not to Compete.
                During the term of EXECUTIVE’s employment with the COMPANY and for a
                period of 12 months thereafter, EXECUTIVE shall not, directly or
                indirectly, own, manage, control, have any interest in, participate
                in,
                lend his name to, act as consultant or advisor to or render services
                to
                (alone or in association with any other person, firm, corporation
                or other
                business organization) any endeavor that competes with COMPANY.
                Notwithstanding anything herein to the contrary however, EXECUTIVE’s
                association with any licensees or sub-licensees of the COMPANY shall
                not
                constitute prohibited competition. 

            


    

     

    
      	
            	b)	
              Agreement
                Not to Hire.
                During the term of EXECUTIVE’s employment with the COMPANY and for a
                period of 12 months thereafter, EXECUTIVE shall not, directly or
                indirectly, hire, engage or solicit any person who is then an employee
                of
                the COMPANY or who was an employee of the COMPANY at the time of
                EXECUTIVE’s termination of employment, in any manner or capacity,
                including without limitation as a proprietor, principal, agent, partner,
                officer, director, employee, member of any association, consultant
                or
                otherwise, excepting that the previous parts of this paragraph have
                no
                force or effect in connection with activities of EXECUTIVE in connection
                with his association with a licensee or sub-licensee of
                COMPANY

            


    

     

    
      	
            	c)	
              Agreement
                Not to Solicit.
                During the term of EXECUTIVE’s employment with the COMPANY and for a
                period of 12 months thereafter, EXECUTIVE shall not, directly or
                indirectly, solicit, request, advise or induce any current or potential
                customer, supplier or other business contact of the COMPANY to cancel,
                curtail or otherwise change its relationship with the COMPANY, in
                any
                manner or capacity, including without limitation as a proprietor,
                principal, agent, partner, officer, director, stockholder, employee,
                member of any association, consultant or otherwise, excepting that
                the
                previous parts of this sentence shall have no force or effect in
                connection with activities of EXECUTIVE in connection with his association
                with a licensee or sub-licensee of
                COMPANY

            


    

     

    
      	
            	d)	
              Blue
                Pencil Doctrine.
                If the duration of, the scope of or any business activity covered
                by any
                provision of this Section 5 is in excess of what is valid and enforceable
                under applicable law, such provision shall be construed to cover
                only that
                duration, scope or activity that is valid and enforceable. EXECUTIVE
                hereby acknowledges that this Section 5 shall be given the construction
                which renders its provisions valid and enforceable to the maximum
                extent,
                not exceeding its express terms, possible under applicable
                law.

            


    

     

    
      
        
          	6.	
                  Patents,
                    Copyrights and Related Matters.

                


        

      

    

     

    
      	
            	a)	
              Disclosure
                and Assignment.
                EXECUTIVE shall immediately disclose to the COMPANY any and all
                improvements and inventions that EXECUTIVE may conceive and/or reduce
                to
                practice individually or jointly or commonly with others while he
                is
                employed with the COMPANY with respect to (i) any methods, processes
                or apparatus concerned with the development, use or production of
                any type
                of products, goods or services sold or used by the COMPANY, and
                (ii) any type of products, goods or services sold or used by the
                COMPANY. EXECUTIVE also shall immediately assign, transfer and set
                over to
                the COMPANY his entire right, title and interest in and to any and
                all of
                such inventions as are specified in this Section 6(a), and in and to
                any and all applications for letters patent that may be filed on
                such
                inventions, and in and to any and all letters patent that may issue,
                or be
                issued, upon such applications. In connection therewith and for no
                additional compensation therefore, but at no expense to EXECUTIVE,
                EXECUTIVE shall sign any and all such patent-right instruments deemed
                necessary by the COMPANY for:

            


    

     

    
      
        
        

      

      
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            	(1)	
              the
                filing and prosecution of any applications for letters patent of
                the
                United States or of any foreign country that the COMPANY may desire
                to
                file upon such inventions as are specified in this
                Section 6(a);

            


    

     

    
      	
            	(2)	
              the
                filing and prosecution of any divisional, continuation,
                continuation-in-part or reissue applications that the COMPANY may
                desire
                to file upon such applications for letters patent;
                and

            


    

     

    
      	
            	(3)	
              the
                reviving, re-examining or renewing of any of such applications for
                letters
                patent.

            


    

     

    Notwithstanding
      anything herein to the contrary, this Section 6(a) shall not apply to any
      invention for which no equipment, supplies, facilities, confidential,
      proprietary or secret knowledge or information, or other trade secret
      information of the COMPANY was used and that was developed entirely on
      EXECUTIVE’s own time, and 

     

    
      	
            	(i)	
              that
                does not relate (A) directly to the business of the COMPANY, or
                (B) to the COMPANY’s actual or demonstrably anticipated research or
                development, or 

            


    

     

    
      	
            	(ii)	
              that
                does not result from any work performed by EXECUTIVE for the
                COMPANY.

            


    

     

    
      	
            	b)	
              Copyrightable
                Material.
                All right, title and interest in all copyrightable material that
                EXECUTIVE
                shall conceive or originate individually or jointly or commonly with
                others, and that arise during the term of his employment with the
                COMPANY
                and out of the performance of his duties and responsibilities under
                this
                AGREEMENT, shall be the property of the COMPANY and shall be available
                for
                use, at no extra charge by any licensees or sub-licensee’s of COMPANY with
                whom EXECUTIVE is associated. Such rights are hereby assigned by
                EXECUTIVE
                to the COMPANY, along with ownership of any and all copyrights in
                the
                copyrightable material. Upon request and without further compensation
                therefore, but at no expense to EXECUTIVE, EXECUTIVE shall execute
                any and
                all papers and perform all other acts necessary to assist the COMPANY
                to
                obtain and register copyrights on such materials in any and all countries.
                Where applicable, works of authorship created by EXECUTIVE for the
                COMPANY
                in performing his duties and responsibilities hereunder shall be
                considered “works made for hire,” as defined in the U.S. Copyright
                Act.

            


    

     

    
      	
            	c)	
              Know-How
                and Trade Secrets.
                All know-how and trade secret information conceived or originated
                by
                EXECUTIVE that arises during the term of his employment with the
                COMPANY
                and out of the performance of his duties and responsibilities hereunder
                or
                any related material or information shall be the property of the
                COMPANY,
                and
                shall be available for use, at no extra charge by any licensees or
                sub-licensee’s of COMPANY with whom EXECUTIVE is associated. Such
                rights
                therein are hereby assigned by EXECUTIVE to the
                COMPANY.

            


    

     

    
      	7.	
              Termination
                of Employment Under this AGREEMENT.
                

            


    

     

    The
      employment of EXECUTIVE by the COMPANY pursuant to this AGREEMENT shall not
      be
      legally terminated except upon the occurrence of one of the following:


     

    
      	 	
              a)

            	
              At
                the end of the contract,
                which shall mean at the later of the expiration of the four-year
                period of
                employment specified in this AGREEMENT, or at such later date to
                which
                this term of employment has subsequently been extended, as provided
                in
                Section 2 above (“Term
                of Employment”)
                or as provided for by any action of the BOARD, whichever date may
                be
                later. 

            


    

     

    
      	 	
              b)

            	
              At
                the election of the COMPANY, for “CAUSE”
                which term shall mean that the EXECUTIVE has engaged in willful misconduct
                that was deliberately intended to result in substantial gain or personal
                enrichment of EXECUTIVE at the expense of the COMPANY and which has
                had a
                substantial deleterious effect on the COMPANY. Such termination is
                to be
                initiated by the COMPANY which shall provide EXECUTIVE with a written
                notice (the “NOTIFICATION
                OF CONSIDERATION”)
                of it’s intent to consider the termination of EXECUTIVE’s employment for
                CAUSE, and shall follow a procedure described below, especially in
                Section
                9 (Effect
                of Termination for CAUSE).
                Such a NOTIFICATION OF CONSIDERATION shall not affect certain rights
                of
                the EXECUTIVE such as his right to submit a valid notification of
                DEFAULT
                against the COMPANY, triggering the events described in Section 8
                (Events
                of DEFAULT by the COMPANY).

            


    

     

    
      
        
        

      

      
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              c)

            	
              At
                the election of EXECUTIVE upon notification of the COMPANY of an
“EVENT OF
                DEFAULT”,
                or
                simply a DEFAULT, (as described in the next section below). In electing
                to
                terminate employment subsequent to a notice of DEFAULT, the EXECUTIVE
                may
                specify that his termination is immediate, or may specify that it
                is to
                occur at a time thereafter, such time to be selected by the EXECUTIVE,
                or
                may leave it indefinite, to be determined by the EXECUTIVE at a later
                time
                as is detailed in Section 10 (Remedies
                on Improper Termination of EXECUTIVE or an Event of
                DEFAULT.),
                which also describes the remedies available to EXECUTIVE in case
                of such
                DEFAULT. 

            


    

     

    
      	 	
              d)

            	
              At
                the election of the “CEO-Consultant”
                upon not less than two month’s prior written notice of termination and
                specifying no DEFAULT has occurred nor will any DEFAULT be declared
                if
                COMPANY satisfies any remaining conditions specified by this AGREEMENT,
                such as, by way of illustration and not limitation, payments of any
                monies
                owed to EXECUTIVE, delivery of stock certificates, or changing legends
                on
                stock certificates, where appropriate, if owned by EXECUTIVE, and
                the
                like.

            


    

     

    
      
        
          	8.	
                  Events
                    of Default by the
                    COMPANY

                


        

      

    

     

    The
      following shall each constitute an "EVENT OF DEFAULT" by the COMPANY. Each
      such
      DEFAULT [and especially 8.(m) and 8.(n)] is effective immediately upon delivery
      of a notification of DEFAULT by EXECUTIVE unless specifically stated below
      [as
      is, for example, the case for 8.(b) below]:

     

    
      	
            	a)	
              failure
                to pay, when due, EXECUTIVE’s base salary or bonus in accordance with
                Sections 4(a) or 4(b) in this
                AGREEMENT;

            


    

     

    
      	
            	b)	
              the
                failure of the “COMPANY” to timely pay EXECUTIVE or his designee any other
                amount owing under this AGREEMENT (effective upon 10 days notice
                of the
                need to pay);

            


    

     

    
      	
            	c)	
              the
                breach of any covenant or condition which is contained in this AGREEMENT,
                and is for the benefit of the
                EXECUTIVE;

            


    

     

    
      	
            	d)	
              any
                attempt by COMPANY to terminate EXECUTIVE that does not follow the
                procedures of Sections 9.(a) and
                9.(b).

            


    

     

    
      	
            	e)	
              any
                breach of the obligations of any other agreement between COMPANY
                and any
                company with whom EXECUTIVE is associated.


            


    

     

    
      	
            	f)	
              the
                subjection of the Equipment of the COMPANY or the intellectual property
                or
                trade secrets of the COMPANY to any lien, security interest (other
                than
                the security interest created by this AGREEMENT), mortgage, levy
                or
                attachment not already in place on September 13,
                2007;

            


    

     

    
      	
            	g)	
              any
                assignment of the COMPANY for the benefit of
                creditors;

            


    

     

    
      	
            	h)	
              the
                admission by the COMPANY in writing of its inability to pay its debts
                generally as they become due;

            


    

     

    
      	
            	i)	
              the
                appointment of a receiver, trustee, or similar official for the COMPANY
                or
                for any of its property or assets;

            


    

     

    
      	
            	j)	
              the
                filing by or against the COMPANY of a petition in bankruptcy (or
                a
                petition for the reorganization or liquidation of the COMPANY under
                any
                federal or state laws if the COMPANY is a
                corporation);

            


    

     

    
      	
            	k)	
              any
                other act of bankruptcy or other act or omission by the COMPANY in
                furtherance of any of the above purposes;
                or

            


    

     

    
      	
            	l)	
              if
                the Equipment of the Company, currently on loan for the use of the
                COMPANY, is, in the opinion of the EXECUTIVE, in danger of being
                confiscated or attached or if said Equipment has been confiscated
                or
                attached, or the COMPANY prevented from using it, or if any interest
                in
                that Equipment which was purchased from RRE prior to 2007 by ADVAC
                Incorporated (a Tirecycle licensee whose offices are in Wisconsin)
                is
                transferred to another entity; or

            


    

     

    
      	
            	m)	
              If
                the COMPANY fires (or terminates or attempts to fire or terminate)
                the
                EXECUTIVE without legitimate cause or without following the procedures
                specified by Section 9; or

            


    

     

    
      	
            	n)	
              If
                the COMPANY defaults in honoring any requirement under Section 9
                (Effect
                of Termination for Cause) or in honoring the definition of CAUSE
                and
                procedures for establishing it in this AGREEMENT;
                or

            


    

     

    
      	
            	o)	
              any
                material breach of any other material terms and conditions of this
                AGREEMENT by the COMPANY, not caused by EXECUTIVE, which breach is
                not
                described elsewhere in this list and which has not been cured by
                the
                COMPANY within 20 days after receipt of written notice to the COMPANY
                from EXECUTIVE specifying with reasonable
                detail the reasons that EXECUTIVE believes a material breach has
                occurred,
                including but not limited to any of the following occurrences, which
                shall
                be deemed to be a material breach by the COMPANY if not so
                cured:

            


    

     

    
      
        
        

      

      
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              i.

            	
              any
                material adverse change in EXECUTIVE’s position, title, or
                responsibilities;

            


    

     

    
      	 	
              ii.

            	
              any
                failure to nominate or elect, or maintain the right of EXECUTIVE
                to serve
                as Chief Operating Officer of the COMPANY while fulfilling the contract
                terms of this AGREEMENT;

            


    

     

    
      	 	
              iii.

            	
              Violating
                the AGREEMENT that EXECUTIVE’s
                employment hereunder will be based either at the COMPANY’s corporate
                headquarters, currently in the Minneapolis, Minnesota metropolitan
                area,
                or at his office in Pacific Palisades, California, as the EXECUTIVE
                shall
                choose, based upon his assessment of the requirements of his duties,
                as
                they may change from time to time.
                (other than for normal travel in connection with EXECUTIVE’s performance
                of responsibilities hereunder);

            


    

     

    
      	9.	
              Effect
                of Termination for CAUSE.

            


    

     

    
      	 	
              9.(a)

            	
              In
                the event the COMPANY provides EXECUTIVE with a written notice (the
                “NOTIFICATION
                OF CONSIDERATION”)
                of it’s intent to consider the termination of EXECUTIVE’s employment for
                CAUSE, the COMPANY must follow the provisions listed below, in 9.(a).i
                through 9.(b).ii, or such termination shall be of no force or effect.
                

            


    

     

    
      
        	
              	9.(a).i	
                No
                  fewer than 40 days prior to the Termination Date, the COMPANY must
                  provide
                  EXECUTIVE with a NOTIFICATION OF CONSIDERATION indicating it’s intent to
                  consider the termination of EXECUTIVE’s employment for CAUSE. This
                  NOTIFICATION OF CONSIDERATION must include a reasonably detailed
                  description of the specific reasons that form the basis for such
                  consideration. Such written notice is to detail the specific reasons
                  with
                  sufficient precision to materially assist the EXECUTIVE in his
                  efforts to
                  both fully understand and, if possible, to remedy the alleged failure
                  or
                  problem. A minimum of 40 days are required, as specified in more
                  detail
                  below, to allow for the required steps described below, and this
                  process
                  will be interrupted if EXECUTIVE notifies COMPANY of a notice of
                  DEFAULT
                  during the process. This process, described in 9.(a) and 9.(b),
                  shall be
                  terminated if said notice of DEFAULT proves to be
                  valid;

              


      

    

     

    
      	
            	9.(a).ii	
              On
                a date not less than 19 days after the date EXECUTIVE receives the
                NOTIFICATION OF CONSIDERATION, EXECUTIVE shall have the opportunity
                to
                appear before the BOARD, with or without legal representation, at
                EXECUTIVE’s election, to ask questions of the BOARD, and to present
                arguments and evidence on his own behalf;
                and

            


    

     

    
      	
            	9.(a).iii	
              If
                the EXECUTIVE fails to appear before the BOARD at the date and time
                specified in the NOTIFICATION OF CONSIDERATION (or as modified by
                mutual
                written agreement between the parties), then EXECUTIVE may be terminated
                for CAUSE, but terminated no sooner than 40 days after the date of
                the
                Notice of Consideration, or 20 days after the scheduled appearance
                by
                EXECUTIVE before the BOARD, or 10 working days after the writing
                specified
                in Section 9.(b).i below, whichever is latest, and only if the conditions
                in the remainder of this Section 9 are
                met.

            


    

     

    
      	
            	9.(a).iv	
              Following
                the presentation to the BOARD, as provided in the preceding clauses
                above,
                the BOARD shall give a written response to the EXECUTIVE, which writing
                is
                designed to clearly explain the reasons for any negative decision
                (to
                terminate) addressing how such decision conforms to the procedures
                and
                requirements of sections 9.(a).i through 9.(b).ii. If no decision
                to
                terminate is made, then any new attempt to terminate for CAUSE shall
                require that a new NOTIFICATION OF CONSIDERATION be delivered to
                EXECUTIVE
                and the approximately 40-day procedure restarted from the beginning,
                as
                based on the contents of the new NOTIFICATION OF
                CONSIDERATION.

            


    

     

    
      	
            	9.(a).v	
              If
                said written response by the BOARD is to reject the arguments and
                evidence, if any, presented by EXECUTIVE, then EXECUTIVE may be terminated
                for CAUSE no sooner than 19 days after the delivery of the BOARD’s written
                response, and if, but only if, the additional considerations in section
                9.(b) have been met prior to reaching such decision and prior to
                any such
                termination for CAUSE taking
                effect:

            


    

     

    
      	
            	9.(b)	
              Additional
                considerations:

            


    

     

    
      	
            	9.(b).i	
              the
                BOARD by the affirmative vote of a majority of its members [excluding
                EXECUTIVE as a member of the BOARD, and occurring after the scheduled
                appearance provided for by 9.(a).ii] must study the response of EXECUTIVE
                to the NOTIFICATION
                OF CONSIDERATION
                and subsequently determine that CAUSE, as defined in this AGREEMENT,
                exists and that EXECUTIVE’s employment should accordingly be terminated
                for CAUSE. The termination for CAUSE in this way shall not be based
                upon
                any reason or reasons other than one or more reasons set forth in
                the
                NOTIFICATION
                OF CONSIDERATION.
                The details of this consideration shall be provided in written form
                to
                EXECUTIVE at least 19 days before the proposed date of termination,
                and in
                sufficient detail to allow consideration by EXECUTIVE of whether
                the
                finding may properly be disputed.

            


    

     

    
      
        
        

      

      
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            	9.(b).ii	
              In
                the event of any dispute between the COMPANY and EXECUTIVE, as to
                whether
                CAUSE existed for termination of EXECUTIVE’s employment, the applicable
                tribunal in any arbitration or litigation shall not give any deference
                to
                the determination by the COMPANY as a basis for such decision, but
                will
                itself determine de
                novo whether
                CAUSE existed.

            


    

     

    
      
        	
              	9.(c)	
                The
                  COMPANY must also fulfill the obligations listed in 9.(d) through
                  9.(j) or
                  such termination will be of no force or effect. All of the financial
                  obligations described below or elsewhere in this AGREEMENT shall
                  be
                  secured by a security agreement between EXECUTIVE and COMPANY executed
                  within seven days of the effective date of this agreement.
                  

              


      

    

     

    
      	
            	9.(d)	
              COMPANY
                shall pay to the “CEO-Consultant” the compensation and benefits otherwise
                payable to him through the last day of his actual employment, and,
                if the
                EXECUTIVE requests it, the COMPANY also agrees that it shall fulfill
                the
                terms and responsibilities listed in the remainder of this
                Section.

            


    

     

    
      	
            	9.(e)	
              If
                the EXECUTIVE so demands, the COMPANY shall repurchase the fraction
                requested, up to the full amount, of the $300,000 convertible note
                held by
                Riviera Investment Corporation, along with the interest thereon.
                

            


    

     

    
      	
            	9.(f)	
              If
                the EXECUTIVE so demands, the COMPANY shall repurchase amounts, valued
                up
                to $500,000.00, of any other (that is, any other in addition to the
                financial instrument referred to in the previous paragraph) series
                of
                stock, security, or other financial instrument of any kind or nature
                issued by the COMPANY that has been purchased by EXECUTIVE or by
                any other
                entity owned or controlled by EXECUTIVE. And all of the above shall
                prevail in this instance notwithstanding any other agreement or statement
                that the holders of any such stock or instrument shall have no right
                to
                have the Corporation redeem such shares or other instrument.
                

            


    

     

    
      	
            	9.(g)	
              The
                EXECUTIVE shall designate the kinds and amounts of such financial
                instruments to be repurchased by the COMPANY. These repurchases shall
                be
                at the same prices for which these instruments were purchased plus
                the
                interest specified in any preferred stock or any bridge loan or any
                kind
                of convertible debenture or other interest-bearing instrument involved,
                and in the case of any exchanges between different kinds of the financial
                instruments of the COMPANY, shall be based upon the terms of said
                exchange, if agreed to by both COMPANT and EXECUTIVE, or if such
                agreement
                is not obtained, shall be evaluated by an appraiser selected by EXECUTIVE
                with the approval of COMPANY, which approval shall not be unreasonably
                withheld or delayed. The charge to said appraiser shall be to determine
                a
                price for such exchanged financial instrument that is as near as
                possible
                to the amount originally paid by EXECUTIVE, independent of any increase
                or
                decrease in the value of the COMPANY, for the financial instrument(s)
                exchanged for it. It is agreed that this requirement shall prevail,
                notwithstanding any other conflicting agreement or statement in any
                other
                Company documentation, such as, by way of illustration rather than
                limitation, statements that holders of any such stock or security
                do not
                have a right to require the Company to redeem such shares or other
                financial instrument. 

            


    

     

    
      	
            	9.(h)	
              This
                aggregate of debt to EXECUTIVE is not only secured as specified above,
                but
                shall be considered as the most senior debt possible, under the law,
                in
                any reorganization of the COMPANY, or bankruptcy, under either Chapter
                11
                or Chapter 7, or by any other means, if such
                occurs.

            


    

     

    
      	10.	
              Remedies
                on Improper Termination of EXECUTIVE or an Event of
                Default. 

            


    

     

    
      	
            	10.(a)	
              On
                the occurrence of any initiation of procedures for Termination for
                CAUSE,
                if there exists any basis for declaring the COMPANY to be in
                DEFAULT
                the EXECUTIVE may deliver to COMPANY a written notice of DEFAULT
                setting
                out the reason for declaring DEFAULT, whereupon the Company shall
                immediately be liable to the EXECUTIVE for the remedies listed in
                sections
                10.(c) through 10.(j) below. 

            


    

     

    
      	
            	10.(b)	
              On
                the occurrence of any event of DEFAULT
                (not involving an attempt by the COMPANY to TERMINATE EXECUTIVE as
                described in 11.(a) above), then EXECUTIVE may deliver to COMPANY
                a
                written notice of default, setting out the reason for declaring DEFAULT,
                whereupon the COMPANY shall immediately be liable to the EXECUTIVE
                for the
                remedies listed in 10.(c) through 10.(j) below, and the procedure
                described in 9.(a) and 9.(b) shall be stayed until the DEFAULTS are
                cured
                under the terms of this AGREEMENT, especially this Section
                10.

            


    

     

    
      	
            	10.(c)	
              On
                the occurrence of COMPANY providing EXECUTIVE with written notice
                (“NOTICE
                OF CONSIDERATION”)
                of its intent to consider the termination of EXECUTIVE’s employment for
                CAUSE, EXECUTIVE’s right to declare the COMPANY to be in DEFAULT
                IS
                unimpaired, and continues up to the actual time EXECUTIVE is actually
                Terminated with cause, (if indeed the detailed procedure as described,
                and
                requiring approximately 40 days or more, should lead to that result).
                If
                EXECUTIVE declares the COMPANY to be in DEFAULT during the aforesaid
                approximately 40-day period, then the clock shall be stopped regarding
                the
                progression of said approximately 40-day procedure for termination
                with
                CAUSE, until said DEFAULT is satisfied by COMPANY, and the declaration
                of
                DEFAULT, if any, shall have the same force as if no NOTICE OF
                CONSIDERATION had been issued, and if COMPANY wishes to terminate
                with
                CAUSE it must issue a new NOTIFICATION of CONSIDERATION, which shall
                take
                into account said DEFAULT by the COMPANY, and which notification
                shall
                commence a completely new
                procedure.

            


    

     

    
      	
            	10.(d)	
              The
                EXECUTIVE may select, and designate his choice regarding termination,
                among the alternatives outlined below. EXECUTIVE
                may:

            


    

     

    
      
        
        

      

      
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            	10.(d).(i)	
              specify
                that it is his decision to terminate the AGREEMENT as a result of
                said
                DEFAULT, and that such termination is to take place immediately,
                or

            


    

     

    
      	
            	10.(d).(ii)	
              specify
                that it is his decision to terminate the AGREEMENT, but that this
                shall
                take effect at a time thereafter, such time to be specified by EXECUTIVE,
                or

            


    

     

    
      	
            	10.(d).(iii)	
              may
                specify that EXECUTIVE is leaving the date of termination indefinite,
                to
                be declared by EXECUTIVE at a later
                time.

            


    

     

    
      	
            	10.(d).(iv)	
              If
                option 10.(d).i is selected, then EXECUTIVE
                shall be immediately due a lump sum penalty payment equal to $120,000
                times the remaining years and fractional years in the EXECUTIVE’s
                contract, as well as the remedies indicated in the list 10.(f) through
                10.(k) below and any additional remedies to which EXECUTIVE is entitled
                under any agreement with the COMPANY, at law or in
                equity.

            


    

     

    
      	
            	10.(d).(v)	
              If
                either option 10.(d).ii or 10.(d).iii is selected,
                then EXECUTIVE shall be immediately due a lump sum penalty payment
                equal
                to $90,000 times the remaining years and fractional years in EXECUTIVE’s
                contract, and EXECUTIVE shall continue the direction of the COMPANY,
                with
                all of the powers and prerogatives as described in Sections 2 through
                4 of
                this AGREEMENT, while also seeking remedies due to himself as indicated
                in
                the list 10.(f) through 10.(k) below. Under this circumstance, the
                EXECUTIVE shall continue to have the authority, duties and
                responsibilities commensurate and consistent with the CEO position
                and
                title as it is described in Section 3.(a) “Employment with the COMPANY”
                and the additional rights and privileges as set forth in Sections
                2
                through 4 of this AGREEMENT, however Executive’s remuneration shall be
                reduced by $60,000 per month for the period of continued direction
                of the
                COMPANY by the EXECUTIVE, as a partial offset to the penalty payment
                described earlier in this
                paragraph.

            


    

     

    
      	
            	10.(e)	
              On
                the occurrence of any improper attempt by the COMPANY to terminate
                EXECUTIVE, or any DEFAULT by the COMPANY,
                in
                addition to, and regardless of which option is selected under 10.(c),
                the
                COMPANY shall be liable to EXECUTIVE (and, in each case the amounts
                owing
                are secured by the SEQUENTIAL SECURITIZATION, as that term is defined
                below) for all of the following items listed as 10.(f) through 10.(k)
                below, including:

            


    

     

    
      	
            	10.(f)	
              for
                the payment of all compensation owing under this AGREEMENT or any
                other
                agreement between the COMPANY and any other entity with whom EXECUTIVE
                is
                associated.

            


    

     

    
      	
            	10.(g)	
              for
                all damages which the EXECUTIVE may sustain by reason of the COMPANY’s
                DEFAULT, including, without limitation, all legal fees and other
                expense
                incurred by the EXECUTIVE in attempting to enforce this AGREEMENT
                or in
                attempting to recover damages for breach, whether such an attempt
                by
                EXECUTIVE is successful or not, and


            


    

     

    
      	
            	10.(h)	
              If
                the EXECUTIVE so demands, the COMPANY shall repurchase the fraction
                requested, up to the full amount, of any of the COMPANY’s kinds or series
                of stock of any kind, or any options or debentures or convertible
                notes of
                any kind, or bridge loans, any of which may have been purchased by
                EXECUTIVE or by Riviera Investments or by other investor with whom
                the
                EXECUTIVE is associated and has designated (the financial instruments).
                The EXECUTIVE shall designate the kinds and amounts of such financial
                instruments to be repurchased by the COMPANY. These repurchases shall
                be
                at the same prices for which these instruments were purchased plus
                the
                interest specified in any preferred stock or any bridge loan or any
                kind
                of convertible debenture or other interest-bearing instrument involved.
                The COMPANY shall promptly pay this amount and receive either the
                instruments themselves or, if the instruments are not readily available,
                or are in face-amounts greater than the amount corresponding to the
                demands, it shall be adequate for the EXECUTIVE to give an appropriate
                writing, signed by EXECUTIVE, acknowledging receipt of payment and
                canceling his interest in the amount of each kind of instrument thus
                repurchased by COMPANY, with the canceling of the current instruments
                (if
                they exist) and issuance of amended instruments to be accomplished
                as time
                permits, with the provision that EXECUTIVE shall be able to cast
                a number
                of votes in any shareholders voting which, for any such instrument,
                is the
                larger of the number of votes before or after the transaction for
                which
                said amended documents are due from COMPANY. The responsibility of
                the
                COMPANY to repurchase any of the COMPANY’s kinds or series of stock or any
                other financial instrument shall prevail in these circumstances
                notwithstanding any other agreement or statement or description or
                Designation of Rights and Preferences which might otherwise seem
                to
                indicate that the EXECUTIVE had no right to have the Company redeem
                their
                shares or other instrument.

            


    

    
       

      
        	
              	10.(i)	
                With
                  regard to these terms and responsibilities, listed in Sections
                  10.(e)
                  through 10.(g), immediate payment shall be made to EXECUTIVE, and
                  such
                  debt is and shall be secured by the be secured by the entire intellectual
                  property plus trade secrets, plus Trade Marks of the COMPANY [the
                  “IP-TS-TM”).
                  If the value of the IP-TS-TM is insufficient to settle such claims
                  by
                  EXECUTIVE against the COMPANY, then the remaining financial obligations
                  of
                  the COMPANY to EXECUTIVE are additionally secured by all of the
                  equipment
                  owned by the COMPANY, if any, and if that be not sufficient, then
                  these
                  financial obligations of the COMPANY are further secured by any
                  buildings,
                  land, or other assets owned by COMPANY. This aggregate of debt
                  to
                  EXECUTIVE is not only secured as specified above, by the IP-TS-TM,
                  followed by Equipment, followed by buildings, land and other assets
                  of
                  COMPANY (the whole being termed “SEQUENTIAL
                  SECURITIZATION”)
                  but shall be considered as the most senior debt possible, under
                  the law,
                  in any reorganization of the COMPANY, or bankruptcy, under either
                  Chapter
                  11 or Chapter 7, or by any other means, if such occurs, except,
                  with
                  regard to payment of legal fees and expenses under 10(g), payment
                  is due
                  within a period of 30 days from the time bills are presented, and
                  these
                  debts are secured in the way indicated earlier in this
                  paragraph.

              


      

    

     

    
      
        
        

      

      
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            	10.(j)	
              within
                a period of 30 days from the time EXECUTIVE communicates a detailed
                invoice for individual billings for monthly legal invoices (under
                10.(g) )
                or from the time the EXECUTIVE conveys a written specification of
                the
                kinds and numbers of financial instruments for which repurchase is
                demanded (Section 10), unless sooner specified in other Sections
                of this
                AGREEMENT, with EXECUTIVE having the right to carry out his normal
                duties
                and having the normal powers of CEO until the later of any date of
                termination specified by EXECUTIVE in Section 10 (d) and the date
                when the
                entire amount of such funds for these repurchases are delivered to
                EXECUTIVE or to those designated by the EXECUTIVE, and without reducing
                any other remedies available to EXECUTIVE against the COMPANY, he
                remains
                employed, including being paid his normal consulting fee and having
                his
                normal position and authority, as specified in Section 3. (a), as
                well as
                his other rights and privileges as set forth in Sections 2 through
                4 of
                this AGREEMENT, until this is resolved. In addition, Executive shall
                have
                the right to seek injunctive relief if the aforesaid 30-day period
                is
                violated. Also, EXECUTIVE has the right to protect his interests
                in
                agreements with licensees and sub-licensees of COMPANY, such as RIVIERA,
                LAEL and 2PCR, by immediately seeking injunctive relief if (A):
                COMPANY in any way attempts to hinder the efforts and responsibilities
                of
                any SECOND RRE-IP SOURCE [a SECOND RRE-IP SOURCE is defined as either
                RIVIERA, acting as a sub-licensee of the RRE Intellectual Property
                under
                the terms of the May 25th,
                2006 agreement with RRE (or the March 22, 2007 agreement with RRE,
                RIVIERA
                2PCR and LAEL), or alternatively defined as 2PCR L.L.C. which RIVIERA
                has
                designated a sub-licensee SECOND RRE-IP SOURCE, under the terms of
                the May
                25th,
                2006 agreement and the March 22, 2007 agreement between RRE, RIVIERA,
                LAEL
                and 2PCR, or any other entity which RIVIERA may sub-license this
                RRE-IP
                intellectual property] to provide treatments and other normal benefits,
                technology and fruits of the license agreements, or if (B):
                COMPANY fails to fully support the efforts of the SECOND RRE-IP SOURCE,
                or
                if (C):
                COMPANY fails to supply treatments and other normal benefits and
                fruits of
                the RRE-IP as specified in the Agreement(s) to Tirecycle®
                licensees.

            


    

     

    
      	
            	10.(k)	
              EXECUTIVE,
                acting at his sole initiative, may demand that any monies owing which
                are
                not timely delivered, be converted to one or more “bridge loans” (or other
                debentures), which are backed by the security of the IP-TS-TM, and
                these
                are either payable on demand or are convertible, at the choice of
                EXECUTIVE to either: 

            


    

     

    
      	 	
              10.(k).(i)

            	
              OPTIONS
                which allow purchase, on demand, of
                either:

            


    

     

    
      	
            	(A)	
              Common
                Stock at an option premium price of $0.15 and a strike price of $0.03
                per
                share, or 

            


    

     

    
      	
            	(B)	
              8.5%
                Convertible Preferred Stock, at an option premium price of $0.21
                per share
                and a strike price of $0.42 per common-share equivalent, or comparable
                terms in regard to any other new kind or series of stock which may
                be
                created by the COMPANY, all these prices intended to compute to an
                option
                price of $0.015 per vote or per common share (which would be yielded
                after
                conversion of said convertible instruments), and a strike price of
                $0.03
                per vote or per common share (which would be yielded after conversion
                of
                said convertible instruments), so that the aggregate price paid per
                common
                share equivalent is $0.045 if the option is not only purchased but
                also
                exercised at some later point in time,
                or

            


    

     

    
      	
            	10.(k).(ii)	
              DEBENTURES
                which draw interest as described below, are payable in cash on demand,
                and
                which are convertible on demand to OPTIONS as described in section
                (i)
                just previous, or

            


    

     

    
      	
            	10.(k).(iii)	
              Bridge
                loans, which have conditions equal to or superior to the conditions
                described in 10.(i) and 10.(j)
                above.

            


    

     

    Such
      bridge loans or other debentures shall be written so that the choice of
      conversion of the debenture into cash is on demand and that, similarly the
      choice of conversion into one of the aforementioned securities or OPTIONS is
      on
      demand, at the option of the holder of the debenture, and all such bridge loans
      or debentures shall carry a rate of interest 10% above prime, compounded
      monthly, unless there are not sufficient amounts of any of the two classes
      of
      stock (common shares and shares of the 8.5% Convertible Preferred series)
      available in sufficient quantity to satisfy the maximum demands for such
      instruments which EXECUTIVE is allowed to make under the terms of this
      AGREEMENT, in which case, if the series or amount of one or more of the kinds
      of
      needed stock are yet to be created in sufficient quantity to satisfy the maximum
      possible demand, then the rate of interest shall be 14% above the prime rate
      until such series or classes of stock are issued and held in such quantities
      that conversion to such shares can be affected on demand, at which time the
      rate
      of interest may be reduced to 10% above prime.

     

    
      	11.	
              Agreement
                by the COMPANY to pay certain legal bills. 

            


    

     

    
      	 	
              COMPANY
                agrees to pay legal fees of EXECUTIVE, incurred in connection with
                his
                association with the COMPANY, including fees incurred in connection
                with
                litigation brought by Duncan King and Ernest Miller against EXECUTIVE,
                COMPANY and others. 

            


    

     

    
      	
              12.

            	
              COMPANY
                APPROVALS.
                

            


    

     

    
      	 	
              The
                COMPANY represents and warrants to EXECUTIVE that it (and to the
                extent
                required, the BOARD, and the CEO Compensation Committee “CCC”) has taken
                all corporate action necessary to authorize this
                Agreement.

            


    

    
      
         

        
          	
                  13.

                	
                  No
                    Mitigation.
                    

                


        

         

        
          	 	
                  In
                    no event shall EXECUTIVE be obligated to seek other employment
                    or take any
                    other action to mitigate the amounts payable to EXECUTIVE under
                    any of the
                    provisions of this AGREEMENT, nor shall the amount of any payment
                    hereunder be reduced by any compensation earned as a result of
                    EXECUTIVE’s
                    employment by another
                    employer.

                


        

      

    

     

    
      
        
        

      

      
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              14.
                

            	
              Beneficiary.
                

            


    

     

    
      	 	
              If
                EXECUTIVE dies before receiving all of the amounts payable to him
                in
                accordance with the terms and conditions of this AGREEMENT, such
                amounts
                shall be paid to the beneficiary(s) (“Beneficiary”)
                designated by EXECUTIVE, in writing, to the COMPANY during his lifetime,
                or if no such BENEFICIARY
                is
                designated, to EXECUTIVE’s estate. EXECUTIVE may change his designation of
                BENEFICIARY
                or
                BENEFICIARIES
                at
                any time or from time to time without the consent of any prior
                BENEFICIARY,
                by submitting to the COMPANY in writing a new designation of BENEFICIARY.
                The BENEFICIARY
                designated at the signing of this AGREEMENT is Susan K. Salser, wife
                of
                EXECUTIVE.

            


    

     

    
      	
              15.
                

            	
              Governing
                Law, Jurisdiction and Venue.
                

            


    

     

    This
      agreement shall be governed by the laws of the State of Minnesota, without,
      however giving effect to any provision of such law limiting the right of the
      parties to an agreement to chose the law and venue governing any such agreement
      or contract. Any action concerning this AGREEMENT, its performance or the making
      thereof, shall be brought in the state or federal court in the appropriate
      venue
      in the State of Minnesota. The parties intend by this section to waive any
      rights to contest personal jurisdiction for any action brought in the Court
      that
      they have chosen in this Section. [For clarity it is noted that this agreement
      does not change any terms of pre-existing agreements between Riviera and RRE,
      so
      that, in particular the conditions as to venue and choice of law being in Los
      Angeles County for the May 25th,
      2006
      agreement between RRE and RIVIERA, and the similar provisions, as that document
      is reaffirmed in the March 22nd,
      2007
      agreement between RRE, RIVIERA, 2PCR and LAEL, still indicate venue and choice
      of law in Los Angeles County California].

     

    
      	16.	
              Severability.
                

            


    

     

    To
      the
      extent that any portion of any provision of this AGREEMENT shall be invalid
      or
      unenforceable, it shall be considered deleted herefrom and the remainder of
      such
      provision and of this AGREEMENT shall be unaffected and shall continue in full
      force and effect.

     

    
      	
              17.
                

            	
              Entire
                AGREEMENT.
                

            


    

     

    
      	 	
              This
                AGREEMENT, together with the exhibits, contains the entire AGREEMENT
                of
                the parties relating to the subject matter of this AGREEMENT and
                supersedes all prior agreements and understandings with respect to
                such
                subject matter, and the parties hereto have made no agreements,
                representations or warranties relating to the subject matter of this
                AGREEMENT that are not set forth
                herein.

            


    

     

    
      	
              18.
                

            	
              Amendments.
                

            


    

     

    
      	 	
              No
                amendment or modification of this AGREEMENT shall be deemed effective
                unless made in writing and signed by the parties
                hereto.

            


    

     

    
      	
              19.
                

            	
              No
                Waiver.
                

            


    

     

    
      	 	
              No
                term or condition of this AGREEMENT shall be deemed to have been
                waived,
                except by a statement in writing signed by the party against whom
                enforcement of the waiver is sought. Any written waiver shall not
                be
                deemed a continuing waiver unless specifically stated, shall operate
                only
                as to the specific term or condition waived and, unless stated otherwise
                in the waiver, shall not constitute a waiver of such term or condition
                for
                the future or as to any act other than that specifically
                waived.

            


    

     

    
      	
              20.
                

            	
              Assignment.
                

            


    

     

    
      	 	
              This
                AGREEMENT shall not be assignable, in whole or in party, by either
                party
                without the written consent of the other party. In the event of a
                Bankruptcy by COMPANY, Executive is relieved of any and all obligation
                to
                teach or otherwise communicate any intellectual property or trade
                secret,
                of any kind, to any person, company or other entity, which acquires
                any
                asset or part of COMPANY (including any part of the intellectual
                property
                or trade secrets) out of such a Bankruptcy.


            


    

     

    
      	
              21.
                

            	
              Separate
                Representation.
                

            


    

     

    
      	 	
              EXECUTIVE
                hereby acknowledges that he has sought and received independent advice
                from counsel of EXECUTIVE’s own selection in connection with this
                AGREEMENT and has not relied to any extent on any director, officer,
                or
                stockholder of, or counsel to, the COMPANY in deciding to enter into
                this
                AGREEMENT. The COMPANY shall promptly reimburse EXECUTIVE for reasonable
                attorneys’ fees and costs incurred by EXECUTIVE in obtaining legal advice
                in connection with the negotiation and execution of this AGREEMENT
                upon
                receipt by the COMPANY of appropriate documentation of such fees
                and
                costs.

            


    

     

    
      	22.	
              Savings
                Clause. 

            


    

     

    If
      any
      provision of this Agreement shall be found invalid or unenforceable, in whole
      or
      in part, by a court of competent jurisdiction, then such provision shall be
      deemed to be modified or restricted to the extent and in the manner necessary
      to
      render the same valid and enforceable

     

    
      	
              23.
                

            	
              Notices.
                

            


    

     

    
      	 	
              Any
                notice hereunder shall be in writing and if to EXECUTIVE, shall be
                deemed
                to have been duly given if delivered by hand, sent by reliable next-day
                courier (which specifically includes FedEx, UPS, or US Mail next
                day
                service, or other established commercial carrier, in which case,
                if the
                tracking records of the carrier show delivery has been signed for
                by an
                adult, delivery is deemed effective), or sent by registered or certified
                mail, return receipt requested, postage prepaid, to the party to
                receive
                such notice, except that, in the case of the EXECUTIVE, the COMPANY
                agrees
                to also send three copies as indicated below at the same time any
                copies
                are sent by any of the other methods indicated above. Copies are
                to be
                addressed as follows:

            


    

     

    
      
        
        

      

      
        Page
          10 of
          12

        
          

        

      

      
        
        

      

    

     

    If
      to EXECUTIVE:

     

    In
      addition to any copy sent by one of the other methods mentioned above, send
      one
      of three extra copies by overnight mail to: 

     

    Winston
      Salser

    1138
      Hartzell Street

    Pacific
      Palisades

    California,
      90272

     

    Send
      the
      second copy via e-mail to “Winston Salser” Salser@earthlink.net

    Send
      the
      third copy by FAX to Winston Salser at 1-310-459-3554.

     

    If
      to the COMPANY: 

     

    Send
      one
      copy to the COMPANY, addressed as indicated below (Attention: Chairman of the
      Board of directors), however proof of delivery (sufficient to perfect delivery
      to the COMPANY) shall be established as stated below: in addition to the copy
      addressed to the COMPANY at it’s 4500 Main Street Address, copies shall be sent
      to each of the members of the BOARD, at their then-current email and FAX
      addresses or delivered to their designated personal addresses (which see below)
      by overnight mail or parcel delivery. To
      perfect delivery to the COMPANY, it shall be sufficient
      that the
      notice be successfully delivered to at least two of the other members of the
      Board of Directors (so long as the BOARD consists of 4 or more members, or
      to
      one of the other members of the BOARD {excluding EXECUTIVE} if the membership
      of
      the BOARD is less than 4, or to the highest ranking other employee of the
      COMPANY if EXECUTIVE should be the sole remaining member of the Board of
      Directors). Such notices may be transmitted by e-mail or by FAX, in which case
      proof of delivery can be verified either by phone or by reply to EXECUTIVE
      from
      the recipient acknowledging receipt, or they may be sent by reliable next-day
      courier (which specifically includes FedEx, UPS, or US Mail next day service,
      or
      other established commercial carrier, in which cases, if the tracking records
      of
      the carrier show delivery has been signed for, this shall serve as adequate
      proof of delivery, whether signed for by the addressee or by another adult).
      In
      the case of sending by next-day courier to Michael Nugent, the documents shall
      be sent without requiring a signature and proof of delivery shall be deemed
      effective if obtained by Mr. Nugent FAXing a signed notice acknowledging
      receipt, OR if copies are also sent to Mr. Nugent by FAX and email, even if
      no
      acknowledgement of receipt is received.

     

    
      	Send
              one copy to	
              Rubber
                Research Elastomerics Inc.

            


    

    4500
      Main
      Street Northeast

    MINNEAPOLIS,
      MINNESOTA 55421

     

    Attention:
      Chairman of the Board of Directors

     

    If
      to members of the Board of Directors:

     

    (a)
      Michael Nugent, email to: "Michael Nugent" nugentfam@pipeline.com , FAX:
      1-703-525-6534.

     

    Address:

     

    Michael
      Nugent

    2501
      N.
      Quebec Street

    Arlington
      VA 22207-5050

     

    (b)
      Winston Salser (see above under “EXECUTIVE”)

     

    (c)
      Fred
      Stark, email to "Fred J. Stark" RubberResearch@comcast.net, "Fred Stark"
      fandcstark@comcast.net, FAX 1-763-572-2357 or (home)
      1-952-933-3973.

     

    Fred
      Stark

    4507
      Willow Oak Land

    Minnetonka,
      MN 55343

     

    (d)
      Mike
      Wells, email to "'Michael Wells'" <dmwells@bellsouth.net>, "Michael Wells"
      dmwells-la@cox.net, FAX 1-318-336-7092

     

    D.
      Michael Wells

    101
      N.
      East Street

    Abbeville,
      LA 70510

     

    Or
      addressed to such other address as may have been furnished to the sender by
      notice hereunder. All notices shall be deemed given on the date on which
      delivered if delivered by hand or two days after the date sent if sent by
      overnight courier or certified mail, or on the date delivered as shown by the
      records of a established commercial carrier, except that notice of change of
      address will be effective only upon receipt by the other party.

     

    
      
        
        

      

      
        Page
          11 of
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      	24.	
              Counterparts.
                

            


    

     

    This
      AGREEMENT may be executed in any number of counterparts, and such counterparts
      executed and delivered, each as an original, shall constitute but one and the
      same instrument.

     

    
      	25.	
              Captions
                and Headings.
                

            


    

     

    The
      captions and paragraph headings used in this AGREEMENT are for convenience
      of
      reference only and shall not affect the construction or interpretation of this
      AGREEMENT or any of the provisions hereof.

     

     

    IN
      WITNESS WHEREOF, EXECUTIVE and the COMPANY have executed this AGREEMENT as
      of
      the date set forth in the first paragraph.

     

    Rubber
      Research Elastomerics, Inc.

     

     

    By: 
      /s/
      Michael
      Nugent                                         


    Michael
      Nugent

    It’s 
      Chairman
      of the Board of Directors

    


     

    By: 
      /s/
      Winston
      Salser                                           


    Winston
      Salser 

    It’s
       Chief
      Executive Officer

     Rubber
      Research Elastomerics Inc.

     

    
      
        
        

      

      
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