Note:
      Certain portions of this exhibit have been omitted pursuant to a request for
      confidential treatment. Such portions are marked with an *. Redacted portions
      have been separately filed with the Securities and Exchange
      Commission.

    


    EMPLOYMENT
      AGREEMENT

    WITH

    ASSIGNMENT
      OF EMPLOYEE INTELLECTUAL PROPERTY

    


    


    THIS
      EMPLOYMENT AGREEMENT (this “Agreement”) is executed in Tulsa, Oklahoma
to
      be
      effective as of the 25th day of July, 2008, (the “Effective Date”) by
3DIcon
      Corporation, an
      Oklahoma
      corporation, (“3DIcon”), with its principal place of business located in Tulsa,
Oklahoma,
      and Hakki
      Hejjo Refai, Ph.D, a
      resident of Tulsa, Oklahoma (“Employee”).

     

    WHEREAS,
      Employee
      was employed by the University of Oklahoma (“OU”) as a research
      scientist in Electrical Engineering; during his employment with OU, he performed
      research
      under sponsored research agreements between OU and 3DIcon (collectively with
      future sponsored
      research agreements between OU and 3DIcon, the “SRA”); and

     

    WHEREAS,
      as
      an
      employee of OU, Employee has received confidential and proprietary information
      regarding 3DIcon operations and intellectual property, as well as intellectual
      property which
      is
      being researched and developed by OU under the SRA and is owned in whole or
      in
      part by
      OU;

     

    WHEREAS,
      as
      an
      employee of 3DIcon, Employee will receive information which is confidential
      and
      proprietary regarding 3DIcon operations technology and intellectual property
      as
well
      as
      intellectual property which is being researched and developed by OU and others
      under the SRA;

     

    WHEREAS,
      3DIcon
      and Employee desire to enter this Agreement, by which 3DIcon employs
      Employee, on the terms and conditions as set forth herein, and Employee
      acknowledges that
      3DIcon owns all of the intellectual property developed or improved by Employee
      during this employment and for a period thereafter; Employee also makes an
      assignment to 3DIcon in this Agreement; and

     

    WHEREAS,
      while
      Employee becomes an employee of 3DIcon on the Effective Date, 3DIcon
      understands that Employee’s obligations under his agreement with the University
      of Oklahoma
      will delay his full availability to 3DIcon until the Full Time Date, as defined
      in this Agreement;
      accordingly, the incentive stock options will be granted on the Effective Date
      while certain of Employee’s compensation and all of his benefits will begin to
      accrue on the Full Time Date.

     

    NOW,
      THEREFORE, in
      consideration of the mutual covenants and agreements hereinafter
      contained, and subject to the conditions set forth herein, 3DIcon and Employee
      hereby agree, subject to the terms and conditions of this Agreement, as
      follows:

     

    1. Employment;
      Position; Reports; Duties.

     

    (a)
      Employment:
      Position.
      3DIcon
      hereby employs Employee in the capacity of
      3DIcon’s Chief Technology Officer (“CTO”) and Employee hereby accepts such
employment,
      effective on the Effective Date, subject to the terms and conditions set
forth
      in
      this Agreement, with full time availability to commence on October 1, 2008,
      or
such
      other date as 3DIcon and Employee shall select, (the “Full Time
      Date”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Reports.
      Employee
      shall report to and be supervised by 3DIcon’s President. 3DIcon’s President may
      restructure the reporting relationship as deemed appropriate by said
      officer.

     

    (c) Duties.
      During
      the Term (as defined below), Employee will serve in the position
      of CTO (the “Position”) and will have the normal duties, responsibilities and
authority
      associated with or related to the Position. 3DIcon understands that, until
      the
Full
      Time
      Date, Employee’s availability to perform these duties shall be subject to the
      fulfillment of his duties to the University of Oklahoma. Employee agrees to
      perform the
      duties consistent with the Position, as may be assigned to him from time to
      time
      by the
      Chief
      Executive Officer (“CEO”) or President, including but not limited
      to:

     

    (i) Inventing
      new technologies to be owned by 3DIcon and improving technologies
      licensed to 3DIcon;

     

    (ii) Coordinating
      3DIcon’s efforts to research and invent new technologies
      and improve technologies licensed to 3DIcon, focusing principally on
      volumetric technologies;

     

    (iii) Building,
      recruiting and managing Research & Development, Engineering
      and other technical staff to create and improve inventions to be owned
      by
      3DIcon and to improve technologies licensed to 3DIcon; 

     

    (iv) Patenting
      new inventions and improvements to be owned by 3DIcon; 

     

    (v) Participating
      in 3DIcon’s efforts to secure offensive, defensive and other
      innovative patents; 

     

    (vi) Coordinating
      3DIcon’s employee and contract research teams; 

     

    (vii) Providing
      logistic and material support and assistance for 3DIcon’s internal
      and external research and information gathering; collecting data and industry
      information and information about competing technologies/companies to
      assist
      both research and 3DIcon product development and strategic planning;


     

    (viii) Identifying
      additional research and technology sources for the development
      of all of 3DIcon’s technologies, including volumetric 3D technologies;
      and anticipating, identifying and assisting with removal of impediments
      to the research and product development efforts; 

     

    (ix) Managing
      3DIcon’s research and development efforts internally and through
      the SRA with OU and all other contract research programs and facilities;
      

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (x) Managing
      the technical elements of 3DIcon’s relationships with all third
      patties, including commercialization partners, research partners, laboratories,
      agencies; supervising performance of government contracts and assisting
      in the procuring thereof; serving as 3DIcon’s technical liaison for government
      contracts; and providing technical information and assistance with 3DIcon’s
      information and outreach to industry, consultants and external parties;


     

    (xi) Supervising
      OU/contract researchers’ compliance with confidentiality
      obligations to 3DIcon and screening proposed OU/contract researchers’
      publications and presentations to safeguard against disclosure of sensitive
      or proprietary confidential information; and coordinating the OU approval
      process of filings/releases/articles 3DIcon seeks to file or publish;


     

    (xii) Providing
      information to 3DIcon management regarding the progress of
      all of
      3DIcon’s research efforts; ensuring that all relevant officers of the
company
      are up-to-date with activities and situation of the SRA and other contract
      research performance; 

     

    (xiii) Providing
      additional search/research and information for the patent filing
      and protection needs and including recommending the filing of protective
patents
      and patents which anticipate evolutions in the technology being developed
      or sponsored by 3DIcon or its competitors; 

     

    (xiv) Fulfilling
      all technical communication and support requirements for 3DIcon - for media,
      partnerships, broker, trade show and other presentations; 

     

    (xv) Engineering,
      continuing to develop and managing the Pixel Precision product
      family and customer service related thereto; 

     

    (xvi) Assisting
      as and when required with all 3DIcon activities and efforts; and
      

     

    (xvii) Maintaining,
      and ensuring that all internal and external researchers maintain,
      the strictest confidentiality of 3DIcon’s owned and licensed confidential
      and proprietary information.

     

    (d) During
      the Term (as defined below), Employee agrees to perform his duties to
      the
      best of his abilities and, from and after the Full Time Date, Employee agrees
      to
devote
      his full business time, attention, skill, and energy to the performance of
      his
duties
      and to the promotion of the success of 3DIcon. From and after the Full Time
      Date,
      Employee shall not engage in any other outside business activities or serve
      as a
director
      or officer of any other corporation, entity or enterprise without the express
      advance
      written permission of the CEO or President; provided, however, that Employee
      may,
      with
      prior written authorization from 3DIcon’s CEO or President, in the sole
discretion
      of such officer, enter into an adjunct teaching agreement with OU or serve
      on
a
      Ph D
      supervision committee if such teaching assignment is wholly unrelated to the
      scientific
      fields involved in Employee’s duties under this Agreement.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (e) As
      CTO,
      Employee shall not be an officer of 3DIcon unless and until Employee
      is elected to an office by the Board of Directors of 3DIcon, Employee shall
      not
      have
      the authority, unless specifically authorized in advance in writing by 3DIcon’s
President,
      to enter contracts on behalf of 3DIcon, to set the direction of the research
      to be
      performed by OU or to give approvals to OU regarding any matter, though Employee
      shall
      likely be involved in these processes.

     

    2.  Compensation. During
      the Term, as compensation for the services to be rendered by
      Employee to 3DIcon pursuant to this Agreement and consideration for Employee’s
      other covenants
      hereunder, Employee shall receive the following compensation and other
      benefits:

     

    (a) Fixed
      Compensation.
      Commencing on the Full Time Date: (i) and continuing
      until “Milestone #1” (as defined on page 2 of Exhibit A-l attached to this
Agreement)
      is, in the sole discretion of 3DIcon’s CEO or President, met, 3DIcon shall
pay
      Employee an annualized salary of $175,000; and (ii) thereafter, during the
      balance of the Term, 3DIcon shall pay Employee an annualized salary of $200,000.
      All salary shall be deemed earned and payable in twenty-four equal semi-monthly
      installments in arrears.
      The fixed compensation shall be reviewed by 3DIcon’s CEO or President on or
about
      each anniversary of the Full Time Date; provided, that there are no automatic
      increases
      in fixed compensation and the President may establish additional milestones
      as
      conditions to pay increases

     

    (b) Commissions
      on Revenue.
      Unless
      this Agreement is earlier terminated in accordance
      with the terms hereof, for First Commission Period and the Second Commission
      Period (defined below), Employee shall be paid a commission not to exceed
      three percent (3%) of the “Net Revenues,” as defined herein, actually received
by
      3DIcon
      from the sales of Pixel Precision and CSpace technologies products, subject
      to
      the
      following conditions:

     

    (i)
      for
      the
      year between the Full Time Date and the first anniversary thereof
      (the “First Commission Period”): the commission is payable only if the
combined
      Gross Revenue from the sales of Pixel Precision and CSpace technologies
products
      exceeds $500,000 by September 30, 2009; and the commission shall not
exceed
      $30,000; and

     

    (ii)
      for
      the
      year between the first anniversary of the Full Time Date and the
      second anniversary thereof (the “Second Commission Period”), the commission
is
      payable only if the combined Gross Revenue from the sales of Pixel Precision
      and
CSpace
      technologies products exceeds $1,000,000 by September 30, 2010; and the
      commission shall not exceed $50,000; and

     

    (iii)
      The
      commission shall be paid within 90 days following the close of the
      books
      for the third Quarters of calendar years 2009 and 2010, respectively,
unless
      Employee’ employment hereunder shall have terminated before the expiration
      of said 90 day period for Good Cause, if terminated by 3DIcon, or without
      Good Reason, if terminated by Employee, in which events no commission
shall
      be
      due or payable to Employee and 3DIcon’s obligation under this Section 2(b) shall
      be cancelled; and

     

    (iv)
      No
      commitment is made in this Agreement regarding commission compensation after
      the
      Second Commission Period; and

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (v)
       “Net
      Revenue” equals total gross sales less all direct costs; “direct costs”
      includes without limitation, sales commissions, to distributors and others,
      commissions
      paid to sales staff, internal or external, direct advertising and marketing
      costs and support costs related thereto, license fees and royalties paid to
      OU
      or others, revenue sharing and facilities and equipment use fees/rentals to
      and
with
      OU
      or other parties; but direct costs do not include salaries, company overhead,
      non-advertising and marketing travel, website costs, product development and
      other fixed overhead costs.

     

    (c) Incentive
      Stock Options
      On the
      Effective Date, 3DIcon shall grant Employee
      incentive stock options (the “Options”), the terms and conditions of which
are
      set
      forth in the Incentive Stock Option Agreement attached to this Agreement as
      Exhibit
      A
      (the “Option Agreement”), which Employee and 3DIcon will execute on or about the
      Effective Date, and the 2007 Incentive Stock Option Plan (as amended from
time
      to
      time by 3DIcon’s Board of Directors, the “Plan”) adopted by 3DIcon’s Board of
Directors
      on or about August 7, 2007, and in amended form, approved by the shareholders
      on May 17, 2008, a copy of which Plan has been provided to Employee,
and
      Employee acknowledges that all such terms and conditions are subject to
amendment
      by 3DIcon’s Board of Directors from time to time. Employee acknowledges:

     

    (i) that
      the
      options granted herein by 3DIcon do not represent a particular
      present or future value or percentage of the current or future outstanding
      shares
      of
      3DIcon; and that 3DIcon is not in any manner restricted by this Employment
      Agreement from issuing more shares of its common stock, or other securities
      related thereto, from increasing the number of shares it is authorized to
issue
      in
      a particular class of stock, or from increasing the number of classes of stock
      3DIcon
      may issue,

     

    (ii)
      and
      represents to 3DIcon that Employee may never receive the options
      because the conditions precedent may not have been timely met or Employee
      may not be an employee of 3DIcon on any of the vesting dates.

     

    (d) Benefits.
      Commencing on the Full Time Date, Employee shall be eligible to participate,
      to the extent he may be eligible, in any group medical and hospitalization
      insurance,
      disability insurance, profit sharing, retirement, life insurance, and each
      other
employee
      benefit plan or program maintained or later instituted by 3DIcon for the level
      of
      employees commensurate with Employee’s position. Employee acknowledges that:
(i)
      participation in 3DIcon benefit programs and plans may require payroll
      deductions and
      contributions from Employee; and (ii) such benefit programs and plans are
      subject to
      amendment and termination at the discretion of 3DIcon. 3DIcon acknowledges
      that,
subject
      to change in the discretion of 3DIcon management, its group medical benefits
      include,
      but are not limited to, the payment of one hundred percent (100%) of
Employee’s
      medical insurance premiums and fifty percent (50%) of any spouse or dependant’s
      medical insurance premiums.

     

    (e) Withholdings. All
      compensation payments to Employee shall be made subject
      to normal deductions therefrom, including federal and state social security
      and
withholding
      taxes.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    3. Expenses.  Commencing
      on the Full Time Date, 3DIcon shall promptly reimburse Employee
      for his actual out-of-pocket expenses incurred on or after the Effective Date
      in
      carrying out his duties hereunder in the conduct of 3DIcon’s business, which
      expenses shall be limited to ordinary and customary items and which shall be
      supported by vouchers, receipts or similar documentation
      submitted in accordance with 3DIcon’s expense reimbursement policy and as
required
      by law. Until a formal written policy regarding reimbursement of business
      expenses is adopted,
      such expenses must be approved in writing in advance by the CEO or President
      in
      order to be reimbursable to Employee.

     

    4.  Personal
      Time Off. Commencing
      on the Full Time Date, during each calendar year of
      employment, Employee shall be entitled to twenty (20) business days, in the
      aggregate, for vacation,
      sick leave and personal time off (collectively, “PTO”). PTO for calendar year
      2008 shall be prorated from the Full Time Date. PTO is considered earned on
      a
      pro-rata basis on the first day of
      each
      calendar quarter. Employee shall be entitled to any over up to one-half his
      unused PTO from
      any
      calendar year to the next calendar year; provided, that Employee shall not
      be
      allowed to carry
      over more than one-half of his annual PTO from year-to-year; and further
      provided, that Employee
      shall not be paid for any PTO which has not been used as of the date of his
      voluntary or involuntary
      separation from employment for any reason.

     

    5. Special
      Material Covenants and Representations of Employee. Each
      of
      the following
      covenants and representations of Employee: (i) is true on the Effective Date
      and
      shall remain true throughout the employment term; (ii) constitutes a distinct,
      material inducement to 3DIcon
      to
      employ Employee; and (iii) is binding and enforceable on Employee despite any
      allegation
      by Employee that 3DIcon has failed to meet any of its obligations
      hereunder:

     

    (a) Non-Use
      and Non-Disclosure of Confidential Information.
      Employee
acknowledges
      that, as a result of his employment by 3DIcon, he will be learning, making
      use of, and adding to, 3DIcon’s Confidential Information (as defined below).
      Except as required in the performance of Employee’s duties under this Agreement
      and unless
      otherwise authorized in writing by the CEO or President of 3DIcon, Employee
      will
      not
      use or disclose to third parties, directly or indirectly, any Confidential
      Information,
      either during his employment or after his termination of employment for any
      reason. In all instances when a disclosure by Employee of Confidential
      Information is contemplated, no such disclosure shall be made unless Employee
      obtains advance written
      approval by 3DIcon’s CEO or President and from the intended recipient of such
information
      a Confidentiality Agreement in favor of 3DIcon, in form and content acceptable
      to 3DIcon. Notwithstanding the foregoing, Employee will be permitted to
disclose
      any Confidential Information to the extent required by validly issued legal
      process or court order; provided, that not less than ten days before such
      disclosure is made,
      Employee shall notify 3DIcon in writing of the demand for disclosure and attach
      a
      copy of
      the demand to such notice.

     

    As
      used
      herein, “Confidential Information” means information, regardless of the
medium
      in
      which it is stored, including without limitation, any business plan, financial
      records,
      contracts, compilation, program, device, method, technique or process,
technologies,
      hardware, software, intellectual property, ideas, disclosures, inventions,
      improvements,
      enhancements or derivatives thereof (whether patentable or patented,
      copyrightable or copyrighted, registrable as a tradename or registered as such)
      licenses, contracts,
      customer and vendor lists, regardless of how generated or communicated,


     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    that:
      (i)
      derives independent economic value, actual or potential, in part from not being
      generally
      known to, and not being readily ascertainable by proper means, by other
persons
      who can obtain economic value from its disclosure or use; or (ii) is the subject
      of
      a
      contractual obligation of 3DIcon to maintain its secrecy; or (iii) is the
      subject of efforts that ate reasonable under the circumstances to maintain
      its
      secrecy; or (iv) is wholly
      or
      partly owned by, or is licensed to, or by, 3DIcon or its affiliates; or (v)
      is
confidential,
      proprietary or competitively sensitive. For purposes of this Agreement,
“Confidential
      Information” also includes both information disclosed to Employee by
3DIcon
      or
      its affiliates and information developed by Employee in the course and as part
      of his employment with 3DIcon or any of its affiliates. Confidential Information
      need
      not
      be marked “confidential” to be covered by the terms of this
      Agreement.

     

    Without
      limiting the foregoing, the types and categories of information that 3DIcon
      considers
      to be its Confidential Information include without limitation the following
      information that Employee knows or has reason to know that 3DIcon or its
      affiliates intends or expects the secrecy of such information to be maintained,
      and as to which 3DIcon
      or
      its affiliates has made reasonable efforts to maintain secrecy, including:
      (A)
      non-public information concerning or resulting from research and development
      work performed,
      sponsored or acquired by 3DIcon or its affiliates, including without
limitation
      research and development work performed by the University of Oklahoma;
(B)
      non-public information concerning 3DIcon’s and its affiliates’ management,
financial
      condition, financial operations, chatter activities, marketing activities,
      sales
and
      marketing strategies, customer information, channels of distribution, pricing
      policies
      and strategies and business plans; and (C) non-public information acquired
      or
compiled
      by 3DIcon or its affiliates concerning actual or potential customers and
competitors.

     

    3DIcon
      may also advise Employee from time to time of restrictions upon the use or
      disclosure
      of specified information that has been licensed or otherwise disclosed to
3DIcon
      by
      third parties pursuant to license or confidentiality or non-disclosure
agreements
      that contain restrictions upon the use or disclosure of such information
Employee
      agrees to abide by the restrictions upon use or disclosure contained in such
      agreements
      to the extent such restrictions do not conflict with this
      Agreement.

     

    The
      term
“Confidential Information” does not include any information that: 

     

    (i)
      is
      already (or otherwise becomes) publicly known, not as a result of any
      improper action or inaction of Employee;

     

    (ii)
      is
      approved for release by written authorization of 3DIcon; or

     

    (iii)
      is
      required to be disclosed by law or regulation; provided that disclosure
      is made to 3DIcon as required above.

     

    (b) Employment
      will not Violate Employee’s Agreements.

     

    (i)
      Employee
      represents to 3DIcon that his employment with 3DIcon will
      not
      require the use of any confidential or proprietary information belonging
to
      Employee or others or the violation of any confidential relationship
with
      the
University
      of Oklahoma or any other third party or contravene any agreement, obligation
      or commitment to which Employee is or may be a party with any prior
      employer, principal, entity or person with respect to which Employee has
      provided services in the past or with which Employee otherwise has or had a
      relationship, including OU.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (ii)
      Employee
      represents to 3DIcon that neither Employee, not any entity in
      which
      Employee owns or has owned an interest, is a party to any agreement by which
      Employee or said entity is bound not to compete with a third party or
is
      prohibited from using information which Employee will be required to use in
      the
      course of his Employment with 3DIcon under this Agreement, or is or may
be
      a
      party with any prior employer, principal, entity or person with respect to
      which
      Employee has provided services in the past or with which Employee otherwise
      has or had a relationship.

     

    (c) Employee
      Indemnity.
      Employee
      hereby agrees to indemnify 3DIcon, its joint
      venturers, directors, officers, employees and agents against, and hold said
      persons harmless
      from, any and all losses, expenses, costs, fees (including attorneys’ fees),
liabilities,
      claims, causes and judgments of any nature or amount arising from or related
      to
      the
      alleged violation of any of the covenants in this Section 5 of this Agreement
      or
      based upon allegations which, if proved, would make any of Employee’s
representations
      to 3DIcon in said section untrue.

     

    (d) Nonsolicitation
      of Customers.
      During
      Employee’s employment hereunder and
      for a
      period of one year after Employee’s separation from employment with 3DIcon
for
      any
      reason, voluntarily or involuntarily, Employee shall not solicit 3DIcon’s or its
affiliates’
      customers for the purpose of diverting any business of 3DIcon or its affiliates
      or
      licensees to a competitor of 3DIcon or its affiliates or licensees for the
      purpose of having
      such customer cease to conduct business or not renew business with 3DIcon or
      its
      affiliates or licensees. For purposes of this Section 5(d), “customer” shall
      mean those
      individuals or entities with whom or which 3DIcon or its affiliates or licensees
      had
      provided products, services or licenses, or been in negotiations for the
      provision of products,
      services or licenses, within the twelve (12) months preceding Employee’s
separation
      from employment with 3DIcon.

     

    (e) Nonsolicitation
      of Personnel.
      During
      Employee’s employment hereunder and
      for a
      period of one year after Employee’s separation from employment with 3DIcon
for
      any
      reason, voluntarily or involuntarily, Employee shall not, directly or
      indirectly, solicit,
      employ or engage, or have any interest in or relationship with, any entity
      or
person
      who solicits, employs or engages, any employee, consultant, independent
contractor
      or agent of 3DIcon, any of its affiliates, any university or entity contracted
      by 3DIcon
      to
      perform research, invent or improve technology or develop products, or any
      customer,
      as defined above, of 3DIcon for the purpose of competing with 3DIcon,
offering
      services, products or licenses of the type offered by 3DIcon, its affiliates
      or
licensees,
      or which compete with those offered by 3DIcon, its affiliates or licensees,
      at
any
      time
      during said period.

     

    (f) Employment
      Status.
      Employee
      represents to 3DIcon that he will at all times during
      the Term of this Agreement maintain the appropriate status with the United
      States
      Government to work for 3DIcon under this Agreement, and 3DIcon agrees it will,
      in
      good
      faith, cooperate with Employee in taking any reasonable actions necessary for
      Employee
      to maintain such status.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    6. Property
      of 3DIcon; Assignment of Employee’s Inventions.

     

    (a) All
      Confidential Information, “Employee Inventions” (as defined below), documents,
      encoded media, and other tangible items provided to Employee by 3DIcon,
or
      its
      affiliates, or prepared, generated, created, designed or conceptualized by
      Employee
      or others in the performance of Employee’s duties under this Agreement are
and
      shall
      remain the property of 3DIcon, or its affiliates. Upon termination of
Employee’s
      employment with 3DIcon, Employee will promptly deliver to 3DIcon all
such
      Confidential Information, documents, media and other items in his possession,
      custody
      or control, including all complete or partial copies, recordings, abstracts,
      cds, dvds, notes or reproductions of any kind made from or about such documents,
      media, items
      or
      information contained therein, regardless of how the same may be stored. Such
      delivery
      to 3DIcon shall include all notebooks or other collections or compilations
      journaling
      or memorializing intellectual property generation or development, maintained
      by Employee at any time during his Employment under this Agreement.

     

    (b) The
      following are owned solely by, and are the property of, 3DIcon and,
whether
      now existing or later created, are
      hereby unconditionally and irrevocably assigned by Employee to
      3DIcon:

     

    (i)
      All
      intellectual property, ideas or inventions made by Employee and all
      improvements, enhancements or derivatives of the intellectual property, ideas
      or
      inventions of others (whether patentable or patented, copyrightable or
copyrighted,
      registrable as a tradename or registered as such) developed, prepared,
      generated, created, designed or conceptualized by Employee during his
      employment under this Agreement and, to the extent an Employee Invention
relates
      in any manner to volumetric three dimensional display systems, for a
period
      of
      six months after Employee’s separation for any reason, voluntarily or
involuntarily,
      from employment with 3DIcon, regardless of how stored, or where
      or
      when the same was developed (collectively, “Employee Inventions”); and

     

    (ii)
      All
      intellectual property, ideas or inventions made by Employee and all
      improvements, enhancements or derivatives of the intellectual property, ideas
      or
      inventions of others (whether patentable or patented, copyrightable or
copyrighted,
      registrable as a tradename or registered as such) developed, prepared,
      generated, created, designed, conceived, conceptualized or reduced to
practice
      by Employee during his employment with OU except for those which are
      owned
      by OU as of the Effective Date and except for Patent No 5837,099 - “Auto-Tracking
      System for Mobile Free-Space Optical (FSO) Communications”.

     

    (c) Employee
      agrees to sign such additional instruments as 3DIcon may from time
      to
      time request to provide further evidence of Employee’s assignment to 3DIcon of
any
      right, title, claim or interest Employee may have or claim in any Employee
      Invention
      or any of 3DIcon’s intellectual or proprietary property or any intellectual
property
      referenced in Section 6(b)(ii).

     

    (d) Upon
      termination of Employee’s employment with 3DIcon, Employee will promptly deliver
      to 3DIcon all Confidential Information, Employee Inventions, documents,
      memory, media and other items in his possession, custody or control,
including
      all complete or partial copies, recordings, abstracts, notebooks, notes or
      reproductions
      of any kind made from or which relate in any manner to any Employee Invention,
      regardless of how the same may be stored.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (e) Employee
      represents to 3DIcon that Employee does not presently directly or indirectly
      own or hold any right, title, interest or claim in any patent, copyright, trade
      name
      or
      service mark, or pending application therefore, except as shown on the attached
      Exhibit
      “B” and except for Patent No. 5837,099 referenced in Section 6(b)(ii) above.
Employee
      represents that for any interest or claim he may hold in items listed on
attached
      Exhibit “B,” his compensation is addressed in an agreement between Employee
and
      OU,
      and 3DIcon does not now nor will it ever be responsible for compensating
Employee
      for any such right, title, interest or claim. Employee does not now, and will
      not
      at
      any time, own or make any claim of any right, title or interest in, nor be
      entitled to any
      compensation derived from any: (i) Employee Invention; or (ii) any patent,
      copyright,
      trademark, service mark, trade name or other intellectual property held,
generated
      or obtained by or for Employee or 3DIcon or any university, entity or person
      engaged
      by 3DIcon to perform research or any other service for 3DIcon, or licensed
      to or
by
      3DIcon, or used by 3DIcon or its affiliates in its business. Employee further
      acknowledges
      that he is neither a third party nor a third party beneficiary of any contract
      or
      agreement between 3DIcon and OU.

     

    7. Term;
      Termination; Independent Consulting Agreement.

     

    (a) Term.
      Employee’s employment under this Agreement shall commence on the
      Effective Date and shall continue for a period of one (1) year from the Full
      Time Date
      hereof, unless this Agreement is sooner terminated as provided herein (the
      “Initial Term”).
      Notwithstanding the foregoing, upon the stated expiration of the Initial Term,
      and
      each
      anniversary of such date, the Initial Term (and any extended Initial Term)
      will
automatically
      extend for successive one-year periods (hereinafter, the Initial Term,
together
      with any and all one-year extensions, will be referenced as the
“Term”).

     

    (b) Termination
      and Effect of Termination.
      The
      employment of Employee under
      this Agreement may be terminated prior to the stated expiration of the Term
      set
forth
      in
      Section 7(a) above, in accordance with the following provisions:

     

    (i) 
      By
      3DIcon For Good Cause.
      Upon
      written notice to Employee, 3DIcon
      may immediately terminate this Agreement at any time during the Term for
“Good
      Cause” (as hereafter defined).

     

    (A) Monies
      and Payments to the Employee
      Upon
      termination by 3DIcon
      for Good Cause under this section 7(b)(i), Employee will be immediately entitled
      to receive any accrued but unpaid base salary described in Section 2(a),
      unreimbursed expenses, any other amounts owing but unpaid to Employee (such
      as
bonuses
      declared and due to Employee at the time of termination but unpaid), and
any
      accrued but unpaid fringe benefits described in Section 2(d), through the date
      of termination,
      and no other monies or benefits shall be payable or owed to Employee
under
      this Agreement; provided that any payment to which Employee may be entitled
      under this Section 7(b)(i)(A) shall be subject to offset for all sums due
3DIcon
      from Employee as of the date of termination, except that unpaid base salary
      shall not be subject to offset for unliquidated damages for alleged violations
      of any restrictive
      covenant;

     

    
      
        
        

      

      
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    (B) Forfeiture
      of Options.
      Effective as of such termination date, any
      and
      all stock options, stock appreciation rights, restricted stock options,
warrants
      and other similar rights granted to or received by Employee under any
option
      or
      incentive plan of 3DIcon to which Employee is participating or enrolled
shall
      immediately be terminated and for felted, except for such options or rights
      granted
      to or received by Employee which have fully and completely vested and
have
      been
      exercised prior to the termination date. Any and all options and lights to
      which
      Employee has not become fully and completely vested or which have not
been
      exercised prior to termination date shall expire effective on the termination
      date,
      despite any term to the contrary in the Option Agreement or Plan;

     

    (C) “Good
      Cause” Defined
      For
      purposes of this Agreement, “Good
      Cause” means (i) the commission by Employee of a felony, of theft, fraud or
embezzlement
      or of any other intentional act or omission involving dishonesty or disloyalty
      with respect to 3DIcon or any of its customers or suppliers; (ii) the
inability
      to perform material duties and responsibilities as a result of any addiction
      to
      alcohol or drugs, other than drugs legally prescribed and administered by a
      duly
licensed
      physician, or the repeated reporting to work under the influence of alcohol
      or
      illegal drugs, (iii) a breach by Employee of any of his obligations under this
      Agreement
      or violation by Employee of any rules or policies of 3DIcon, or (iv) the
occurrence
      of a condition during which 3DIcon may not legally employ Employee.

     

    (ii)
       By
      3DIcon Without Cause.
      Upon
      thirty (30) days prior written notice
      to
      Employee, 3DIcon may terminate this Agreement at any time during the
Term
      without Cause.

     

    (A)
      Monies
      and Benefits to Employee.
      Upon
      termination by 3DIcon
      without Cause under Section 7(b), Employee shall be entitled to receive:
(i)
      any
      accrued but unpaid base salary described in Section 2(a), unreimbursed
expenses,
      any other amounts owing but unpaid to Employee (such as commissions earned
      and bonuses granted but unpaid), and fringe benefits described in Section
2(d)
      accrued and unpaid, through the date of such termination;

     

    (C) Payment
      of Monies.
      The
      payment of accrued but unpaid base salary and fringe benefits described in
      Section 7(b)(ii)(B) shall be paid to Employee within
      thirty (30) days from the date of such termination and shall be subject to
      withholdings
      for applicable taxes. Any commissions earned but not paid will be payable
      in accordance with Section 2(b)(iii);

     

    (D) Forfeiture
      of Options.
      Effective as of the termination date, any
      and
      all stock options, stock appreciation rights, restricted stock options,
warrants
      and other similar rights granted to or received by Employee under any
option
      or
      incentive plan of 3DIcon to which Employee is participating shall immediately
      be terminated and forfeited, except for such options or rights granted to
or
      received by Employee which have fully and completely vested prior to the
termination
      date. Any and all options and rights to which Employee has not become
fully
      and
      completely vested prior to termination date shall expire, effective on the
      termination
      date, despite any term to the contrary in the Option Agreement or
      Plan;

     

    
      
        
        

      

      
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    (iii)
       By
      Employee for Good Reason.
      Within
      thirty (30) days following the
      date
      Employee first learned of the occurrence of any event constituting “Good
Reason”
      (as hereafter defined), Employee may terminate this Agreement, upon thirty
      (30) days prior written notice to 3DIcon, and if requested by 3DIcon,
Employee
      shall continue to work exclusively for 3DIcon during such thirty (30) day period
      and allow 3DIcon to cure such circumstances to the reasonable satisfaction
      of
Employee
      during that thirty (30) day period; provided, however, 3DIcon shall have
the
      right, in its sole discretion, to terminate this Agreement at any time during
      the thirty
      (30) day period upon written notice to Employee; and further provided that
      any
      payment to which Employee may be entitled under this Section 7(b) shall be
      subject
      to offset for all sums due 3DIcon from Employee as of the date of termination,
      except that unpaid base salary shall not be subject to offset for unliquidated
      damages for alleged violations of any restrictive covenant.

     

    (A) Monies
      and Benefits to Employee.
      Upon
      termination by Employee
      of this Agreement for Good Reason under Section 7(b)(iii), Employee shall
      be
      entitled to receive: (i) any base salary described in Section 2(a) earned and
      unpaid, unreimbursed expenses, any other amounts owing but unpaid to Employee
      (such
      as
      commissions earned and bonuses granted but unpaid), and fringe benefits
described
      in Section 2(d) accrued and unpaid, through the date of such termination
or
      the
      date on which 3DIcon terminates this Agreement during the thirty (30) day
period;

     

    (B) Payment
      of Monies and Benefits
      The
      payment of accrued but
      unpaid base salary and fringe benefits described in Section 7(b)(iii)(A) shall
      be paid
      to
      Employee within thirty (30) days from the date of termination and shall be
      subject
      to withholdings for applicable taxes. Any commissions earned but unpaid
will
      be
      payable in accordance with Section 2(b)(iii);

     

    (C) Forfeiture
      of Options.
      Effective as of the termination date, any
      and
      all stock options, stock appreciation lights, restricted stock options,
warrants
      and other similar rights granted to or received by Employee under any
option
      or
      incentive plan of 3DIcon to which Employee is participating shall immediately
      be terminated and forfeited, except for such options or rights granted to
or
      received by Employee which have fully and completely vested prior to the
termination
      date; provided, however, that if the termination by the Employee with
Good
      Reason occurs more than one (1) year after the Full Time Date, five hundred
      thousand
      (500,000) of any Non-Technical Options (as defined in the Option Agreement
      attached hereto as Exhibit A) not already vested shall immediately vest and
      become exercisable; provided further, that if the termination by Employee with
      Good
      Reason occurs more than two (2) years after the Full Time Date, all one
million
      (1,000,000) of the Non-Technical Options not already vested shall immediately
      vest and become exercisable. All other options and rights to which Employee
      has not become fully and completely vested prior to termination date
shall
      expire, effective on the termination date, despite any term to the contrary
      in
      the Option
      Agreement;

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (D)
      Good
      Reason Defined.
      For
      purposes of this Agreement, “Good
      Reason” shall exist if, without Employee’s express written consent and if the
non-compliance,
      breach or conduct has not been cured by 3DIcon after 15 days advance
      written notice by Employee to 3DIcon to cure the same, 3DIcon: (i) fails to
      comply with the provisions of Section 2; (ii) breaches any other material term
      of this Agreement
      (iii) materially reduces, decreases or diminishes the nature, status or
duties
      and responsibilities of the Position from those in effect on the date of this
      Agreement; (iv) changes Employee’s reporting structure so that Employee no
      longer reports to the CEO or President (or equivalent role); or (iv) requires
      Employee to regularly
      perform the duties and responsibilities of the Position at a location which
      is
      more than fifty (50) miles from the location of Employee’s principal place of
employment
      at the beginning of the Term. Notwithstanding the above, Good Reason
      shall not include the death, disability or voluntary retirement of Employee
      or
any
      other
      voluntary action taken by or agreed to by Employee related to the Position
      or
      his employment with 3DIcon or its Subsidiaries.

     

    (iv)
      By
      Employee Without Good Reason.
      Upon
      thirty (30) days prior written
      notice to 3DIcon, Employee may terminate this Agreement at any time during
      the Term without Good Reason, and if requested by 3DIcon, Employee shall
continue
      to work exclusively for 3DIcon during that thirty (30) day period; provided,
      however, 3DIcon shall have the right, in its sole discretion, to terminate
      this
      Agreement at any time during that thirty (30) day period upon written notice
      to
Employee;
      and further provided that any payment to which Employee may be entitled
      under this Section 7(b)(iv) shall be subject to offset for all sums due 3DIcon
      from Employee as of the date of termination, except that unpaid base salary
      shall not be subject to offset for unliquidated damages for alleged violations
      of any restrictive covenant.

     

    (A) Monies
      and Benefits to Employee
      Irrespective of whether the
      Employee works for the thirty (30) day period or 3DIcon elects to terminate,
      the
Employee
      shall be entitled to receive any base salary described in Section 2(a)
earned
      and unpaid, unreimbursed expenses, any other amounts owing but unpaid to
Employee
      (such as bonuses declared but unpaid), and fringe benefits described in
Section
      2(d) accrued and unpaid, through the date of the termination or the date on
      which
      3DIcon terminates this Agreement during the thirty (30) day period, and no
      other
      monies or benefits shall be payable or owed to Employee under this Agreement;

     

    (B) Payment
      of Monies and Benefits
      The
      payment of accrued but
      unpaid base salary and fringe benefits described in Section 7(b)(iv)(A) shall
      be
      paid to the Employee within thirty (30) days from the date of termination and
      shall be
      subject to withholdings for applicable taxes;

     

    (C) Forfeiture
      of Options
      Effective as of such termination date, any
      and
      all stock options, stock appreciation rights, restricted stock options,
warrants
      and other similar rights granted to or received by Employee under any
option
      or
      incentive plan of 3DIcon to which Employee is participating or enrolled
shall
      immediately be terminated and forfeited, except for such options or rights
      granted
      to or received by Employee which have fully and completely vested
      and have
      been
      exercised prior to the termination date. Any and all options and rights to
      which
      Employee has not become fully and completely vested prior to termination
date
      shall expire effective on the termination date, despite any term to the contrary
      in
      the
      Option Agreement or Plan.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (v)
      As
      a
      Consequence of Death or Disability
      If
      Employee dies while employed
      by 3DIcon, 3DIcon will pay Employee, his surviving spouse, his beneficiary,
      legal representative or his estate, as applicable, any accrued but unpaid
base
      salary, un-reimbursed expenses, accrued but unpaid fringe benefits, and any
      other
      amounts earned by Employee but unpaid by 3DIcon (such as bonuses declared
but
      unpaid) within thirty days of the date of death If Employee becomes “disabled”
(as
      defined below), 3DIcon may give Employee written notice of its intention to
      terminate
      Employee’s employment, in which event Employee’s employment with 3DIcon will
      terminate on the thirtieth day after receipt of the notice by Employee,
and
      Employee will be entitled to payment and receipt of the monies and benefits
      described in the previous sentence in the time and manner described in the
      previous sentence.

     

    (A) Disability
      Defined.
      For
      purposes of this 7(b)(v), Employee is
      “disabled” if he is unable to perform substantially all of his duties and
responsibilities
      under this Agreement or as otherwise directed by the Board, which disability
      lasts for an uninterrupted period of at least 90 days or a total of at least
      90
days
      out
      of any consecutive 210 day period, as a result of Employee’s incapacity
due
      to
      physical or mental illness (as determined by the opinion of an independent
      physician
      selected by 3DIcon);

     

    (B) Forfeiture
      of Options.
      Effective as of the termination date, in the event of death or disability,
      any
      and all stock options, stock appreciation rights, restricted
      stock options, warrants and other similar rights granted to or received by
      Employee
      under any option or incentive plan of 3DIcon to which Employee is participating
      or enrolled shall immediately be terminated and forfeited, except for
such
      options or rights granted to or received by Employee which have fully and
completely
      vested prior to the termination date. Any and all options and rights to
which
      Employee has not become fully and completely vested prior to the termination
      date shall expire effective on the termination date, despite any term to
the
      contrary in the Option Agreement or Plan.

     

    (c)
       Independent
      Consulting Agreement - At 3DIcon’s Option.

     

    (i)
      Without
      in any manner impacting any of Employee’s other covenants in
      this
      Agreement, in the event Employee’s employment under this Agreement is
terminated
      by 3DIcon with or without Good Cause or by Employee with or without Good
      Reason, Hakki Hejjo Refai, Ph D, hereby giants to 3DIcon the option, in its
      sole
      discretion, to engage Hakki Hejjo Refai, Ph D, as an independent consultant,
      on
a
      monthly
      basis, commencing on the termination date and continuing for up to six
full
      consecutive calendar months following the termination date, upon terms and
      conditions
      determined by 3DIcon and Dr. Refai, but which terms shall provide
      that:

     

    (A)
      Dr
      Refai sole compensation under the consulting agreement shall
      be
      payments equal to one-half (1/2) his base salary in effect on the date of
      termination (the “Consulting Payments”).

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (B) The
      Consulting Payments shall be paid to Dr. Refai in regular installments
      commencing from the date of such termination in accordance with 3DIcon’s
      general payroll practices and shall not be subject to withholdings for
applicable
      taxes, for which Dr Refai shall be solely responsible.

     

    (C) Dr.
      Refai
      shall be available to consult with 3DIcon, as and when consultation is requested
      by 3DIcon’s President, on matters relating to the services
      rendered by Dr. Refai to 3DIcon during the period of his employment with
that
      company; provided that Dr. Refai’s consulting obligations under any consulting
agreement
      may be fulfilled in such manner as will not to conflict with any other
      employment or other business activities Dr. Refai obtains or is engaged in
      after
termination
      of his employment with 3DIcon.

     

    (D) Dr.
      Refai
      shall not engage, directly or indirectly, alone or in association
      with other persons or entities, in any manner, in any research or any
phase
      of
      invention, improvement, reduction to practice or product development, or
generate
      any intellectual property, which in any manner relates to any work performed
      or supervised by Dr. Refai while an employee of 3DIcon or which competes
      or could compete in any manner with the technology or systems owned by,
      licensed to, or under research for, 3DIcon.

     

    (ii)
      To
      exercise its option to engage Dr. Refai as a consultant hereunder, 3DIcon
      shall give written notice to Employee no later than two weeks following the
      termination
      date of this Agreement.

     

    8. Resignation
      From All Positions Upon Notice of Termination. In
      the
      event of the voluntary
      or involuntary termination of Employee’s employment with 3DIcon by Employee or
3DIcon
      for any reason, Employee hereby resigns from all other positions held by him
      with 3DIcon or
      any
      affiliate or subsidiary of 3DIcon, including without limitation any positron
      as
      a director, officer
      or agent of 3DIcon or any affiliate or subsidiary of 3DIcon, effective on the
      earlier of the date
      notice of termination of employment was given by 3DIcon or Employee or the
      expiration of the Term. Neither stock ownership nor the holding of stock options
      or a directorship or office at 3DIcon
      or
      any affiliate or subsidiary of 3DIcon shall constitute a right to employment
      or
      continuing employment
      hereunder, regardless of any agreement between 3DIcon and Employee to the
contrary.

     

    9. Arbitration;
      Injunctive Relief by 3DIcon; and Waiver of Jury Trial. In
      the
event
      that any dispute arises among the parties hereto, all parties agree to waive
      their lights to alternative
      remedies and, by the execution of this Agreement, each party irrevocably and
      unconditionally
      submits any differences or disputes existing among them which may arise
      hereunder to binding confidential private arbitration to be conducted before
      one
      arbitrator experienced
      in commercial matters (or otherwise acceptable to the parties) pursuant to
      the
      rules of the
      American Arbitration Association (“AAA”) for the arbitration of commercial
      disputes, in accordance
      with the comprehensive rules and procedures of AAA. Any such arbitration
proceeding
      shall take place in Tulsa, Oklahoma before a single arbitrator (rather than
      a
      panel of arbitrators). All such controversies, claims or disputes shall be
      settled in this matter in lieu of any action
      at
      law or equity; provided,
      however, that
      nothing in this Section shall be construed as precluding
      either party from bringing a claim in court for injunctive relief or other
      equitable relief without
      abridgment of the powers of the arbitrator. The parties agree that the
      arbitrator shall have no
      authority to award any punitive or exemplary damages and waive, to the full
      extent permitted by law,
      any
      right to recover such damages in such arbitration. The party against whom the
      arbitrators
      shall render an award shall pay the other party’s actual and reasonable
      attorneys’ fees and
      other
      reasonable costs and expenses in connection with the enforcement of its tights
      under this Agreement
      (including the enforcement of any arbitration award in court), unless and to
      the
      extent the
      arbitrator (s) shall determine that under the circumstances recovery by the
      prevailing party of all or
      a part
      of any fees and costs and expenses would be unjust Judgment upon the final
      award
rendered
      by such arbitrator may be entered in any court having jurisdiction thereof.
      Notwithstanding
      the foregoing, the parties shall keep confidential the existence of the claim,
      controversy
      or dispute from third parties (other than the arbitrator), and the determination
      thereof, unless
      otherwise required by law or necessary for the business of 3DIcon. The parties
      shall abide by
      all
      decisions and awards rendered in such proceedings. Notwithstanding any term
      herein to the contrary,
      the parties may apply to any court of competent jurisdiction for a temporary
      restraining order
      or
      preliminary injunction without breach of this arbitration agreement and without
      abridgement
      of the powers of the arbitrator.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Each
      party, to the fullest extent permitted by applicable law, hereby irrevocably
      waives
      all rights to trial by jury as to any issue in any action, proceeding, or
      counterclaim arising
      out of or relating to this Agreement, Employee’s employment or any other matter
involving
      the parties hereto.

     

    10. Additional
      Important Terms and Conditions of Employment.

     

    (a) Waiver.
      A
      party’s failure to insist on compliance or enforcement of any provision
      of this Agreement shall not affect the validity or enforceability or constitute
      a waiver
      of
      future enforcement of that provision or of any other provision of this
Agreement
      by that party or any other party.

     

    (b) Governing
      Law; Jurisdiction and Exclusive Venue.
      This
      Agreement shall in all
      respects be subject to, and construed, interpreted, governed and enforced in
      accordance
      with, the laws of the State of Oklahoma without giving effect to its conflict
      of
      laws principles. In regard to any litigation involving this Agreement or
      Employee’s employment
      hereunder, Employee hereby consents to exclusive personal jurisdiction of the
      state or federal court sitting in Tulsa County, Oklahoma.

     

    (c) Severability.
      If for
      any reason any section, term or provision of this Agreement
      is held to be invalid or unenforceable for any reason, such invalidity or
unenforceability
      shall not affect any other provision hereof, and this Agreement shall be
construed
      and enforced in the manner which affords the fullest enforceability under the
      law
      of
      such section, term or provision hereof, or if that may not be accomplished,
      then
this
      Agreement shall be construed and enforced as if such section, term or provision
      had not been included herein and all other sections, terms and provisions herein
      shall remain in full force and effect.

     

    (d) Notice.
      Any and
      all notices and other communications required or permitted herein
      shall be in writing and deemed delivered if delivered personally, or sent by
      recognized
      overnight courier or registered or certified mail to 3DIcon at its principal
      place
      of
      business in Tulsa, Oklahoma, or to Employee at the address hereinafter set
      forth
      following Employee’s signature, or at such other address or addresses as either
party
      may
      hereafter designate in writing to the other, except that such notice of change
      of
      address will only be effective upon receipt.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (e) Amendments.
      This
      Agreement may only be amended in a written agreement signed
      by
      3DIcon and Employee expressly stating that it is an amendment to this
Agreement.
      This Agreement may not be amended orally or by a course of conduct of
the
      parties

     

    (f) Entire
      Agreement.
      This
      Agreement contains the entire agreement and understanding
      by and between Employee and 3DIcon with respect to the employment of
Employee
      with 3DIcon, and no prior representations, promises, agreements, or understandings,
      written or oral, with respect to such employment, which are not expressly
      set forth in this Agreement, shall be of any force or effect. Without limiting
      the
      foregoing sentence, the “Hakki Refai, Employment Term Sheet” executed by
Employee
      and Vivek Bhaman on or about May 8, 2008, is cancelled and is not enforceable.

     

    (g) Burden
      and Benefit.
      This
      Agreement may not be assigned by Employee, 3DIcon
      is
      employing Employee due to his unique capabilities. This Agreement, together
      with
      any
      amendments hereto, shall be binding upon 3DIcon’s successors and assigns
and
      will
      inure to the benefit of Employee’s estate, heirs and personal
      representatives.

     

    (h)
      Headings.
      The
      various headings in this Agreement are inserted for convenience
      only and are not part of the Agreement.

     

    (i)
      Injunctive
      Relief; Costs.
      Employee
      agrees that the provisions of Sections 5 and 6 of this Agreement are reasonable
      and necessary to protect the goodwill, confidential
      information and interests of 3DIcon and consents to the entry of injunctive
      and
      such other equitable relief as may be appropriate (without the posting of a
      bond
      or other
      security) in the event of his breach thereof. In any equitable proceeding
      brought by
      3DIcon
      to enforce any right under this Agreement, the prevailing patty in such action
      shall
      be
      entitled to recover an attorneys’ fee and its’ court costs incurred in the
prosecution
      or defense thereof.

     

    (j)
      Certain
      Covenants, Representations, Warranties. Terms, Conditions and Provisions Survive
      Termination.
      Despite any provision herein to the contrary,
      the covenants, representations, warranties, terms and conditions in this
Agreement,
      including without limitation sections 5, 6 and 7 hereof, which call for,
reference,
      or evidence an intention to establish, obligations of either party to be
performed
      after the termination of this employment or Agreement, shall survive
the
      termination of this Agreement and remain binding upon the parties for’ the
period
      referenced in this Agreement. Employee
      acknowledges that the consideration received
      by Employee as of the date Employee’s employment is terminated hereunder is
adequate
      consideration for the extension of the covenants, representations, warranties,
      terms
      and
      conditions in this Agreement which survive the termination hereof. Employee
      further agrees that 3DIcon, without prejudice to any of its rights in law or
      equity,
      may set off any monies due 3DIcon against any monies due Employee hereunder,
      in the event of the breach of any of the obligations of Employee with survive
      termination.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, 3DIcon and Employee have duly executed this Agreement to
be
      effective as of the Effective Date.

     

    
      	 	 	 
	 	3DICON
              CORPORATION:
	 
 	 
 	 
 
	 	By:  	/s/ Martin
              Keating
	 	
              Martin
                Keating,

              Chairman
                and CEO

              7507
                South Sandusky Avenue

              Tulsa,
                Oklahoma 74136

            


    

     

    
      	 	 	 
	 	EMPLOYEE:
	 
 	 
 	 
 
	 	By:  	/s/ Hakki
              Hejjo Refai
	 	
              Hakki
                Hejjo Refai, Ph.D

              Tulsa,
                Oklahoma 

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    TO


    
      EMPLOYMENT
        AGREEMENT WITH ASSIGNMENT OF EMPLOYEE INTELLECTUAL
        PROPERTY

    

    


    BETWEEN
      3DICON CORPORATION AND HAKKI REFAI, PH. D

    OPTION
      AGREEMENT

    
      
        

      

    

    
      
        

      

    

     

    This
      Option Agreement is entered pursuant to the terms of the EMPLOYMENT
      AGREEMENT WITH ASSIGNMENT OF EMPLOYEE INTELLECTUAL
      PROPERTY (the
      “Employment Agreement”) between
      3DICON CORPORATION, an Oklahoma corporation (the “Company”) and Hakki Hejjo
Refai,
      Ph.D (“Optionee”).

     

    In
      consideration of the covenants herein set forth, the parties hereto agree as
      follows: 

     

    
      1.Option
        Information.

    

     

    
      	(a)	Date of Option:	Effective Date, as defined in Employment
              Agreement
	 	 	 
	(b) 	Optionee: 	Hakki Refai, Ph D
	 	 	 
	(c)	Number of Shares: 	5,000,000


    

     

    
      	(d)	
              Exercise
                Price: Closing
                price on the Effective Date, unless the Windfall provisions
                in Exhibit A-l to the Employment Agreement apply, in which the
                price
                in the Windfall Provision shall be the exercise
                price.

            


    

     

    
      2.Acknowledgements.

    

     

    
      	(a)	Optionee is
              an employee
              of the Company


    

     

    (b) The
      Board
      of Directors (the “Board”
which
      term shall include an authorized committee
      of the Board of Directors) and shareholders of the Company have heretofore
      adopted
      a
      2007 Amended & Restated Incentive Stock Plan (the “Plan”),
      pursuant to which this Option is being granted.

     

    (c) The
      Board
      has authorized the granting to Optionee of an incentive stock option
(“Option”)
      as
      defined in Section 422 of the Internal Revenue Code of 1986, as amended, (the
      “Code”)
      to
      purchase shares of common stock of the Company (“Stock”)
      upon
      the terms and conditions
      hereinafter stated and pursuant to an exemption from registration under the
      Securities
      Act of 1933, as amended (the “Securities Act”) provided by Rule 701
      thereunder.

     

    3.
       Shares;
      Price.
      The
      Company hereby grants to Optionee the right to purchase, upon and subject
      to the terms and conditions stated herein and in the Employment Agreement and
      in
      Exhibit A-1 to the Employment Agreement, the number of shares of Stock set
      forth
      in Section l(c) above (the “Shares”)
      for
      cash (or other consideration as is authorized under the Plan and acceptable
      to
      the Board, in
      their
      sole and absolute discretion) at the price per Share set forth in Section l(d)
      above (the “Exercise
      Price”), such
      price being not less than the fair market value per share of the Shares covered
      by
      this
      Option as of the Effective Date (unless Optionee is the owner of Stock
      possessing ten percent or
      more
      of the total voting power or value of all outstanding Stock of the Company,
      in
      which case the Exercise Price shall be no less than 110% of the fair market
      value of such Stock).

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    4 Term
      of Option; Continuation of Employment.
      This
      Option shall expire, and all rights hereunder
      to purchase the Shares shall terminate ten (10) years from the date hereof.
      This
      Option shall earlier
      terminate subject to Sections 7 and 8 hereof upon, and as of the date of, the
      termination of Optionee’s
      employment if such termination occurs prior to the end of such ten (10) year
      period. Nothing
      contained herein shall confer upon Optionee the right to the continuation of
      his
      employment by
      the
      Company or to interfere with the right of the Company to terminate such
      employment or to increase
      or decrease the compensation of Optionee from the rate in existence at the
      date
      hereof.

     

    5 Vesting
      of Option.
      Subject
      to the provisions of Sections 7 and 8 hereof, this Option shall
      become exercisable during the term of Optionee’s employment in accordance with
      the following provided,
      however, to the extent that the aggregate fair market value of stock with
      respect to such options
      that are exercisable by the Optionee for the first time in any calendar year
      exceeds $100,000, such
      options shall be deemed to be exercisable in the subsequent calendar
      year’s:

    


    (a) The
      first
      installment of 500,000 options are vested and exercisable on the Full
Time
      Date;

     

    (b) 3,500,000
      options are being allocated towards technical achievements, deliverables
      and milestones. Such options shall vest in accordance with the terms and
conditions
      herein and in the Employment Agreements and Exhibit A-l thereto;

     

    (c) 1,000,000
      options (also referred to as the “Non-Technical Options”) shall vest based upon
      non-technical, general company milestones. Such options shall vest in accordance
      with
      the
      terms and conditions herein and in the Employment Agreements and Exhibit A-l
      thereto;

     

    The
      installments shall be cumulative (i.e., this option may be exercised, as to
      any
      or all Shares covered by
      an
      installment, at any time or times after an installment becomes exercisable
      and
      until expiration or termination
      of this option).

     

    6. Exercise.
      This
      Option shall be exercised by delivery to the Company of (a) written notice
      of
      exercise stating the number of Shares being purchased (in whole shares only)
      and
      such other information
      set forth on the form of Notice of Exercise attached hereto as Appendix A,
      (b) a
      check or cash
      in
      the amount of the Exercise Price of the Shares covered by the notice (or such
      other consideration
      as has been approved by the Board of Directors consistent with the Plan) and
      (c)
      a written
      investment representation as provided for in Section 13 hereof, Notwithstanding
      anything to the
      contrary contained in this Option, this Option may be exercised by presentation
      and surrender of
      this
      Option to the Company at its principal executive offices with a written notice
      of the holder’s intention to effect a cashless exercise, including a calculation
      of the number of shares of Common Stock to be issued upon such exercise in
      accordance with the terms hereof (a “Cashless Exercise”). In the event of a
      Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder
      shall surrender this Option for that number of shares of Common Stock determined
      by multiplying the number
      of
      Shares to which it would otherwise be entitled by a fraction, the numerator
      of
      which shall
      be
      the difference between the then current Market Price per share of the Common
      Stock and the Exercise Price, and the denominator of which shall be the then
      current Market Price per share of
      Common
      Stock. For example, if the holder is exercising 100,000 Options with a per
      Option exercise price of $.075 per share through a cashless exercise when the
      Common Stock’s current Market
      Price per share is $2.00 per share, then upon such Cashless Exercise the holder
      will receive 62,500
      shares of Common Stock Market Price is defined as the average of the last
      reported sale prices on the principal trading market for the Common Stock during
      the five (5) trading days immediately
      preceding such date. This Option shall not be assignable or transferable, except
      by will or
      by the
      laws of descent and distribution, and shall be exercisable only by Optionee
      during his or her lifetime, except as provided in Section 8 hereof.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    7. Termination
      of Employment.
      If
      Optionee shall cease to be employed by the Company for
      any
      reason, whether voluntarily or involuntarily, other than by his death, Optionee
      (or if the Optionee
      shall die after such termination, but prior to such exercise date, Optionee’s
      personal representative
      or the person entitled to succeed to the Option) shall have the right at any
      time within three
      (3)
      months following such termination of employment or the remaining term of this
      Option, whichever
      is the lesser, to exercise in whole or in part this Option to the extent, but
      only to the extent, that
      this
      Option was exercisable as of the date of termination of employment and had
      not
      previously been
      exercised; provided, however: (i) if Optionee is permanently disabled (within
      the meaning of Section
      22(e)(3) of the Code) at the time of termination, the foregoing three (3) month
      period shall be extended
      to six (6) months; or (ii) if Optionee is terminated for “Good
      Cause”, as
      defined in that certain Employment Agreement with Assignment of Employee
      Intellectual Property between the parties
      hereto and dated as of the same date herewith, or by the terms of the Plan
      or
      this Option Agreement
      or by the employment agreement between the Optionee and the Company, this Option
      shall
      automatically terminate as to all Shares covered by this Option not exercised
      prior to termination Unless
      earlier terminated, all rights under this Option shall terminate in any event
      on
      the expiration date
      of
      this Option as defined in Section 4 hereof.

     

    8. Death
      of Optionee.
      If the
      Optionee shall die while in the employ of the Company, Optionee’s
      personal representative or the person entitled to Optionee’s rights hereunder
      may at any time
      within six (6) months after the date of Optionee’s death, or during the
      remaining term of this Option,
      whichever is the lesser, exercise this Option and purchase Shares to the extent,
      but only to the extent,
      that Optionee could have exercised this Option as of the date of Optionee’s
      death; provided, in any
      case,
      that this Option may be so exercised only to the extent that this Option has
      not
      previously been
      exercised by Optionee.

     

    9.  No
      Rights as Shareholder.
      Optionee
      shall have no rights as a shareholder with respect to
      the
      Shares covered by any installment of this Option until the effective date of
      issuance of Shares following
      exercise of this Option, and no adjustment will be made for dividends or other
      rights for which the record date is prior to the date such stock certificate
      or
      certificates are issued except as provided
      in Section 10 hereof.

     

    10.
       Recapitalization.
      Subject
      to any required action by the shareholders of the Company, the
      number of Shares covered by this Option, and the Exercise Price thereof, shall
      be proportionately adjusted for any increase or decrease in the number of issued
      shares resulting from a subdivision or consolidation of shares or the payment
      of
      a stock dividend, or any other increase or decrease in the number of such shares
      effected without receipt of consideration by the Company; provided however
      that
      the conversion of any convertible securities of the Company shall not be deemed
      having been “effected
      without receipt of consideration by the Company”.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    


    In
      the
      event of a proposed dissolution or liquidation of the Company, a merger or
      consolidation
      in which the Company is not the surviving entity, or a sale of all or
      substantially all of the
      assets or capital stock of the Company (collectively, a “Reorganization”), unless
      otherwise provided
      by the Board, this Option shall terminate immediately prior to such date as
      is
      determined by the
      Board, which date shall be no later than the consummation of such
      Reorganization. In such event, if the entity which shall be the surviving entity
      does not tender to Optionee an offer, for which it has no
      obligation to do so, to substitute for any unexercised Option a stock option
      or
      capital stock of such surviving
      of such surviving entity, as applicable, which on an equitable basis shall
      provide the Optionee
      with substantially the same economic benefit as such unexercised Option, then
      the Board may
      grant
      to such Optionee, in its sole and absolute discretion and without obligation,
      the right for a period
      commencing thirty (30) days prior to and ending immediately poor to the date
      determined by the
      Board
      pursuant hereto for termination of the Option or during the remaining term
      of
      the Option, whichever
      is the lesser, to exercise any unexpired Option or Options without regard to
      the
      installment provisions of Section 5; provided, however, that such exercise
      shall
      be subject to the consummation of such Reorganization.

     

    Subject
      to any required action by the shareholders of the Company, if the Company shall
      be the
      surviving entity in any merger or consolidation, this Option thereafter shall
      pertain to and apply to the
      securities to which a holder of Shares equal to the Shares subject to this
      Option would have been entitled by reason of such merger or consolidation,
      and
      the installment provisions of Section 5 shall continue
      to apply.

     

    In
      the
      event of a change in the shares of the Company as presently constituted, which
      is limited to
      a
      change of all of its authorized Stock without par value into the same number
      of
      shares of Stock with a par value, the shares resulting from any such change
      shall be deemed to be the Shares within the
      meaning of this Option.

     

    To
      the
      extent that the foregoing adjustments relate to shares or securities of the
      Company, such adjustments
      shall be made by the Board, whose determination in that respect shall be final,
      binding and
      conclusive Except as hereinbefore expressly provided, Optionee shall have no
      rights by reason of any subdivision or consolidation of shares of Stock of
      any
      class or the payment of any stock dividend or
      any
      other increase or decrease in the number of shares of stock of any class, and
      the number and price
      of
      Shares subject to this Option shall not be affected by, and no adjustments
      shall
      be made by reason
      of, any dissolution, liquidation, merger, consolidation or sale of assets or
      capital stock, or any issue
      by
      the Company of shares of stock of any class or securities convertible into
      shares of stock of any
      class.

     

    The
      grant
      of this Option shall not affect in any way the right or power of the Company
      to
      make adjustments,
      classifications, reorganizations or changes in its capital or business structure
      or to merge,
      consolidate, dissolve or liquidate or to sell or transfer all or any part of
      its
      business or assets.

     

    11.
       Additional
      Consideration.
      Should
      the Internal Revenue Service determine that the Exercise
      Price established by the Board as the fair market value per Share is less than
      the fan market value per Share as of the date of Option grant, Optionee hereby
      agrees to tender such additional consideration,
      or agrees to tender upon exercise of all or a portion of this Option, such
      fair
      market value
      per
      Share as is determined by the Internal Revenue Service.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    12.
       Modifications,
      Extension and Renewal of Options.
      The
      Board or Committee, as described
      in the Plan, may modify, extend or renew this Option or accept the surrender
      thereof (to the extent
      not theretofore exercised) and authorize the granting of a new option in
      substitution therefore (to
      the
      extent not theretofore exercised), subject at all times to the Plan, and Section
      422 of the Code-Notwithstanding
      the foregoing provisions of this Section 12, no modification shall, without
      the
consent
      of the Optionee, alter to the Optionee’s detriment or impair any rights of
      Optionee hereunder.

     

    13.
       Investment
      Intent; Restrictions on Transfer.

     

    (a) Optionee
      represents and agrees that if Optionee exercises this Option in whole or in
      part, Optionee will in each case acquire the Shares upon such exercise for
      the
      purpose of investment
      and not with a view to, or for resale in connection with, any distribution
      thereof; and
      that
      upon such exercise of this Option in whole or in part, Optionee (or any person
      or persons
      entitled to exercise this Option under the provisions of Sections 7 and 8
      hereof) shall furnish
      to the Company a written statement to such effect, satisfactory to the Company
      in form and
      substance. If the Shares represented by this Option are registered under the
      Securities Act, either
      before or after the exercise of this Option in whole or in part, the Optionee
      shall be relieved
      of the foregoing investment representation and agreement and shall not be
      required to furnish the Company with the foregoing written
      statement;

     

    (b) Optionee
      further represents that Optionee has had access to the financial statements
      or books and records of the Company, has had the opportunity to ask questions
      of
the
      Company concerning its business, operations and financial condition, and to
      obtain additional
      information reasonably necessary to verify the accuracy of such
      information;

     

    (c) Unless
      and until the Shares represented by this Option are registered under the
      Securities Act, all certificates representing the Shares and any certificates
      subsequently issued in
      substitution therefor and any certificate for any securities issued pursuant
      to
      any stock split, share
      reclassification, stock dividend or other similar capital event shall bear
      legends in substantially
      the following form:

     

    THESE
      SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED
      UNDER THE SECURITIES ACT OF 1933 (THE ‘SECURITIES ACT’) OR
      UNDER
      THE APPLICABLE OR SECURITIES LAWS OF ANY STATE NEITHER
      THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD,
      TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE
      OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
      SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
      THEREFROM

     

    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN
      INCENTIVE STOCK OPTION AGREEMENT DATED
      MARCH 7, 2008, BETWEEN THE COMPANY AND THE ISSUEE WHICH
      RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT
      TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS

     

    such
      other legend or legends as the Company and its counsel deem necessary or
      appropriate. Appropriate stop transfer instructions with respect to the Shares
      have been placed with the Company’s
      transfer agent.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    14. Effects
      of Early Disposition.
      Optionee
      understands that if an Optionee disposes of shares
      acquired hereunder within two (2) years after the date of this Option or within
      one (1) year after the
      date
      of issuance of such shares to Optionee, such Optionee will be treated for income
      tax purposes as
      having
      received ordinary income at the time of such disposition of an amount generally
      measured by the difference between the purchase price and the fair market value
      of such stock on the date of exercise, subject to adjustment for any tax
      previously paid, in addition to any tax on the difference between
      the sales price and Optionee’s adjusted cost basis in such shares. The foregoing
      amount may be measured differently if Optionee is an officer, director or ten
      percent holder of the Company. Optionee
      agrees to notify the Company within ten (10) working days of any such
      disposition.

     

    15. Stand-off
      Agreement.
      Optionee
      agrees that in connection with any registration of the Company’s
      securities under the Securities Act, and upon the request of the Company or
      any
underwriter
      managing an underwritten offering of the Company’s securities, Optionee shall
      not sell, short
      any
      sale of, loan, grant an option for, or otherwise dispose of any of the Shares
      (other than Shares included
      in the offering) without the prior written consent of the Company or such
      managing underwriter,
      as applicable, for a period of at least one year following the effective date
      of
      registration of
      such
      offering.

     

    16. Restriction
      Upon Transfer.
      The
      Shares may not be sold, transferred or otherwise disposed
      of and shall not be pledged or otherwise hypothecated by the Optionee except
      as
      hereinafter provided.

     

    (a) Repurchase
      Right on Termination Other Than for Cause.
      For the
      purposes of this
      Section, a “Repurchase
      Event” shall
      mean an occurrence of one of (i) termination of Optionee’s
      employment by the Company, voluntary or involuntary and with or without cause;
      (ii)
      retirement or death of Optionee; (iii) bankruptcy of Optionee, which shall
      be
      deemed to have
      occurred as of the date on which a voluntary or involuntary petition in
      bankruptcy is filed with
      a
      court of competent jurisdiction; (iv) dissolution of the marriage of Optionee,
      to the extent
      that any of the Shares are allocated as the sole and separate property of
      Optionee’s spouse
      pursuant thereto (in which case this Section shall only apply to the Shares
      so
      affected); or
      (v)
      any attempted transfer by the Optionee of Shares, or any interest therein,
      in
      violation of this
      Agreement Upon the occurrence of a Repurchase Event, the Company shall have
      the
      right (but
      not
      an obligation) to repurchase all or any portion of the Shares of Optionee at
      a
      price equal
      to
      the fair value of the Shares as of the date of the Repurchase
      Event.

     

    (b) Repurchase
      Right on Termination for Cause.
      In the
      event Optionee’s employment
      is terminated by the Company for “Good
      Cause” (as
      defined in that certain Employment
      Agreement with Assignment of Employee Intellectual Property between the
parties),
      then the Company shall have the right (but not an obligation) to repurchase
      Shares of Optionee
      at a price equal to the Exercise Price on the Effective Date. Such right of
      the
Company
      to repurchase Shares shall apply to 100% of the Shares for one (1) year from
      the
      date of this Agreement; and shall thereafter lapse at the rate of twenty percent
      (20%) of the Shares
      on
      each anniversary of the date of this Agreement. In addition, the Company shall
      have the
      right, in the sole discretion of the Board and without obligation, to repurchase
      upon termination
      for cause all or any portion of the Shares of Optionee, at a price equal to
      the
      fair value
      of
      the Shares as of the date of termination, which right is not subject to the
      foregoing lapsing
      of rights. In the event the Company elects to repurchase the Shares, the stock
      certificates
      representing the same shall forthwith be returned to the Company for
      cancellation.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (c) Exercise
      of Repurchase Right
      Any
      Repurchase Right under Paragraphs 16(a) or 16(b) shall be exercised by giving
      notice of exercise as provided herein to Optionee or the estate
      of
      Optionee, as applicable. Such right shall be exercised, and the repurchase
      price
thereunder
      shall be paid, by the Company within a ninety (90) day period beginning on
      the
date
      of
      notice to the Company of the occurrence of such Repurchase Event (except in
      the
      case of
      termination of employment or retirement, where such option period shall begin
      upon the occurrence
      of the Repurchase Event). Such repurchase price shall be payable only in the
      form of
      cash
      (including a check drafted on immediately available funds) or cancellation
      of
      purchase money
      indebtedness of the Optionee for the Shares. If the Company can not purchase
      all
      such Shares
      because it is unable to meet the financial tests set forth in Oklahoma
      corporation law, the
      Company shall have the right to purchase as many Shares as it is permitted
      to
      purchase under
      such sections. Any Shares not purchased by the Company hereunder shall no longer
      be subject
      to the provisions of this Section 16.

     

    (d) Right
      of First Refusal.
      In the
      event Optionee desires to transfer any Shares during
      his or her lifetime, Optionee shall first offer to sell such Shares to the
      Company Optionee
      shall deliver to the Company written notice of the intended sale, such notice
      to
specify
      the number of Shares to be sold, the proposed purchase price and terms of
      payment, and
      grant
      the Company an option for a period of thirty days following receipt of such
      notice to purchase
      the offered Shares upon the same terms and conditions. To exercise such option,
      the Company
      shall give notice of that fact to Optionee within the thirty (30) day notice
      period and agree
      to
      pay the purchase price in the manner provided in the notice. If the Company
      does
      not purchase all of the Shares so offered during foregoing option period,
      Optionee shall be under no
      obligation to sell any of the offered Shares to the Company, but may dispose
      of
      such Shares in
      any
      lawful manner during a period of one hundred and eighty (180) days following
      the
      end of
      such
      notice period, except that Optionee shall not sell any such Shares to any other
      person at a lower price or upon more favorable terms than those offered to
      the
      Company.

     

    (e) Acceptance
      of Restrictions.
      Acceptance of the Shares shall constitute the Optionee’s
      agreement to such restrictions and the legending of his certificates with
      respect thereto.
      Notwithstanding such restrictions, however, so long as the Optionee is the
      holder of the
      Shares, or any portion thereof, he shall be entitled to receive all dividends
      declared on and to
      vote
      the Shares and to all other rights of a shareholder with respect
      thereto.

     

    (f) Permitted
      Transfers.
      Notwithstanding any provisions in this Section 16 to the contrary,
      the Optionee may transfer Shares subject to this Agreement to his or her
      parents, spouse,
      children, or grandchildren, or a trust for the benefit of the Optionee or any
      such transferee(s);
      provided, that such permitted transferee(s) shall hold the Shares subject to
      all
      the provisions
      of this Agreement (all references to the Optionee herein shall in such cases
      refer mutatis
      mutandis to the permitted transferee, except in the case of clause (iv) of
      Section 16 (a) wherein
      the permitted transfer shall be deemed to be rescinded); and provided further,
      that notwithstanding any other provisions in this Agreement, a permitted
      transferee may not, in turn,
      make permitted transfers without the written consent of the Optionee and the
      Company.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (g)
      Release
      of Restrictions on Shares.
      All
      other restrictions under this Section 16 shall
      terminate five (5) years following the date of this Agreement, or when the
      Company’s securities
      are publicly traded, whichever occurs earlier.

     

    17 Notices.
      Any
      notice required to be given pursuant to this Option or the Plan shall be in
      writing
      and shall be deemed to be delivered upon receipt or, in the case of notices
      by
      the Company, five
      (5)
      days after deposit in the U.S. mail, postage prepaid, addressed to Optionee
      at
      the address last provided
      to the Company by Optionee for his or her employee records.

     

    18 Agreement
      Subject to Plan; Applicable Law.
      This
      Option is made pursuant to the Plan and
      shall
      be interpreted to comply therewith. A copy of such Plan is available to
      Optionee, at no charge,
      at the principal office of the Company. Any provision of this Option
      inconsistent with the Plan shall
      be
      considered void and replaced with the applicable provision of the Plan. This
      Option has been granted,
      executed and delivered in the State of Oklahoma, and the interpretation and
      enforcement shall be governed by the laws thereof and subject to the exclusive
      jurisdiction of the courts therein.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the
      parties hereto have executed this Option as of the date first above written

     

     

    
      	 	 COMPANY:	 3DICON CORPORATION	 
	 	 	 an Oklahoma
              corporation	 
	 	 	 	 	 
	 	 	 By:	 /s/
              Martin Keating	 
	 	 	 Name:
	Martin
              Keating	 
	 	 	 Title:
	Chief
              Executive Officer	 
	 	 	 	 	 


    

     

      

    
      	 	 OPTIONEE:	
            	 
	 	 	 	 	 
	 	 	 By:	 /s/
              Hakki Hejjo Refai	 
	 	 	 	
               (signature)

            	 
	 	 	 Name:
	Hakki
              Hejjo Refai	 


    

     

    [Attach
      Form Notice of Exercise]

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    Appendix
      A

    NOTICE
      OF
      EXERCISE 

    


    3DICON
      CORPORATION

    
      __________________

      
        __________________

        
          __________________

        

      

    

    


    Re:
      Incentive Stock Option

    


    1) Notice
      is
      hereby given pursuant to Section 6 of my Incentive Stock Option Agreement that
      I
      elect to purchase
      the number of shares set forth below at the exercise price set forth in my
      option agreement:

    


    Incentive
      Stock Option Agreement dated: ____________

    


    Number
      of
      shares being purchased: ___________

    


    Exercise
      Price: $ ____________

    


    A
      check
      in the amount of the aggregate price of the shares being purchased is
      attached

    


    
      	
            	•	
              OR

            


    

    


    2)
      I
      elect a cashless exercise pursuant to Section 6 of my Incentive Stock Option.
      The Average Market Price
      as
      of    was
      $  .

    


    I
      hereby
      confirm that such shares are being acquired by me for my own account for
      investment purposes, and not with a view to, or for resale in connection with,
      any distribution thereof. I will not sell or dispose of my Shares in violation
      of the Securities Act of 1933, as amended, or any applicable federal or state
      securities laws. Further, I understand that the exemption from taxable income
      at
      the time of exercise is dependent upon my holding such stock for a period of
      at
      least one year from the date of exercise and two year’s from the date of grant
      of the Option.

    


    I
      understand that the certificate representing the Option Shares will bear a
      restrictive legend within the contemplation
      of the Securities Act and as required by such other state or federal law or
      regulation applicable to the issuance
      or delivery of the Option Shares

    


    I
      agree
      to provide to the Company such additional documents or information as may be
      required pursuant to the Company’s
      2007 Incentive Stock Plan.

    

      
        	 	 	 	 
	 	 By:	 	 
	 	 	
                 (signature)

              	 
	 	 Name:
	 	 


      

    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    *Confidential
      portion has been omitted and filed separately with the Securities and Exchange
      Commission.

    


    EXHIBIT
      A-1

    To
      Employment Agreement

    Between
      Hakki Refai and 3DIcon

    


    Incentive
      Stock Options Vesting:

    


    The
      Employee is being granted a total of 4,500,000 Qualified Incentive Stock Options
      (ISO). These are being granted to incent the employee’s performance that
      delivers desirable and beneficial results for the company. The options are,
      above all a means to reward the achievement
      of results
      and not
      as recognition of effort or performance.

    


    Of
      the
      4,500,000 options granted:

    
      	 	
              -

            	
              3,500,000
                options are being allocated towards technical achievements, deliverables
                and milestones. The employee has a significant role in the achievement
                of
                these milestones

            


    

    
      	 	
              -

            	
              1,000,000
                options are being allocated towards general milestones over time,
                that
                reflect the growth and health of the company


            


    

    


    The
      vesting schedule drawn up is to align the interest of the employee with
      beneficial results for the company. Since time and urgency are of utmost
      importance to the growth and performance of the company, a key factor for
      determining success is the achievement
      of results within a desired time-frame. 

    


    Vesting
      Schedule for 1,000,000 ISOs 

    (Based
      on
      general company milestones - non technical)

     

    
      	
              o

            	
              200,000
                ISO will be fully vested when the company first achieves any of the
                following milestones:

            


    

    
      	 	
              -

            	
              The
                company’s stock trades over $1.00

            


    

    
      	 	
              -

            	
              The
                company recognizes revenue over or equal to $1,000,000 in a calendar
                year

            


    

     

    
      	
              o

            	
              400,000
                ISO will be fully vested when the company first achieves any of the
                following milestones:

            


    

    
      	 	
              -

            	
              The
                company’s stock trades over $1.50

            


    

    
      	 	
              -

            	
              The
                company recognizes revenue over or equal to $2,000,000 in a calendar
                year

            


    

     

    
      	
              o

            	
              400,000
                ISO will be fully vested when the company first achieves any of the
                following milestones:

            


    

    
      	 	
              -

            	
              The
                company’s stock trades over $2.50

            


    

    
      	 	
              -

            	
              The
                company recognizes revenue over or equal to $2,500,000 in a calendar
                year

            


    

    


    Vesting
      Schedule for 3,500,000 ISOs 

    The
      following Technical Milestones, for which the employee is mainly responsible,
      have been determined significant to the company’s performance. The milestones
      are not in chronological order and would be pursued in parallel.

    


    1. Milestone
      # 1:
      *

     

      
        

      

    

    1
Stock
      Price will be calculated using a 30 day Volume Weighted Average Price
      (VWAP)

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    *Confidential
      portion has been omitted
      and filed separately with the Securities and Exchange
      Commission

     

    2. Milestone
      #2:
      *

     

    3. Milestone
      #3: *

     

    4. Milestone
      #4: *

     

    5. Milestone
      #5: *

     

    6. Milestone
      #6: *

     

    7. Milestone
      #7:
      *

    


    Note:
      *

    


    Technical
      Milestone(s) Based Vesting Schedule: The options shall vest or expire in
      accordance with the following schedule:

     

    

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    Notes:

    
      	 	
              1.

            	
              Mitigating
                Circumstances and Determination of Milestone
                Achievement:
                All parties recognize that the certain elements are out of the control
                of
                Employee. At the same time the non achievement of milestones for
                whatever
                reason is detrimental to the company. Therefore the final decision
                regarding the achievement
                of a given milestone
                shall be made by the Board of Directors of the company in good faith.
                If
                Employee is not satisfied by the conclusion reached, then 3DIcon’s Board
                of Directors will seek the opinion of a person unrelated to 3DIcon
                or
                Employee and acceptable to 3DIcon and Employee and the Board will
                consider
                the opinion of said person; however, the determination of whether
                mitigating circumstances justify an adjustment to the vesting schedule
                or
                whether a given milestone has been achieved shall be determined
                exclusively by the Board of Directors and management of 3DIcon.
                

            


    

     

    
      	 	
              2.

            	
              Assignment
                to Alternate Milestones:
                Based upon the company’s goals the above milestones may be changed. Such
                change would require authorization by the Board of Directors. However,
                such changes may only be made based upon reasonable company
                goals.

            


    

     

    
      	 	
              3.

            	
              Unvested
                or Expired Options:
                Options that do not vest or expire based on the above schedule may
                be
                re-assigned by 3DIcon’s Board of Directors to subsequent milestones and
                goals. The decision to re-assign or let the options expire shall
                rest
                solely with the Board of Directors.

            


    

     

    Windfall
      Provisions

    


    Despite
      any provision in this Employment Agreement or in the Stock Option Agreement
      or
      the Plan to the contrary, if, at the time of exercise of any ISO, the prevailing
      market price of the shares is:

    


    
      	 	
              1.

            	
              Greater
                than $5.00 and less than $10.00 per share, then the exercise price
                shall
                be 15% of the prevailing market price. For example, if the market
                price of
                the shares is $8.00, the exercise price shall be $1.20 per option
                exercised.

            


    

     

    
      	 	
              2.

            	
              Equal
                to or greater than $10.00 per share, then the exercise price shall
                be 25%
                of the prevailing market price. For example, if the market price
                of the
                shares is $16.00, the exercise price shall be $4.00 per option
                exercised.

            


    

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

    TO
      3DICON CORPORATION

    EMPLOYMENT
      AGREEMENT WITH HAKKI REFAI, PH.D

     

    
      
        

      

    

    
      
        

      

    

    


    PATENTS,
      COPYRIGHTS, TRADEMARKS, SERVICE MARKS,

    TRADENAMES
      AND OTHER INTELLECTUAL PROPERTY OF

    WHICH
      EMPLOYEE OWNS AN INTEREST ON THE EFFECTIVE DATE

     

    
      	 	
              1

            	
              University
                of Oklahoma Information Disclosure No. 06-TUL-016 (Colorful Translational
                Light
                Surface);

            


    

    
      	 	
              2

            	
              University
                of Oklahoma Information Disclosure No. 06-TUL-038 (Volumetric Liquid
                Crystal
                Display);

            


    

    
      	
            	3	
              University
                of Oklahoma Information Disclosure No. 06-TUL-033 (Swept Volume
                Display);

            


    

    
      	 	
              4

            	
              University
                of Oklahoma Information Disclosure No. 07-TUL-027 (Computer System
                Interaction
                with Digital Micromirror Device);

            


    

    
      	 	
              5

            	
              University
                of Oklahoma Information Disclosure No. 07-NOR-016 (Directional 3-D
                Light
                Surface
                Display);

            


    

    
      	 	
              6

            	
              University
                of Oklahoma Information Disclosure No. 07-NOR-057 (Laminated Organic
                Light
                Emitting Diodes for 3D Volume
                Display);

            


    

    
      	 	
              7,

            	
              University
                of Oklahoma Information Disclosure No. 08-TUL-026 (Virtual Moving
                Screen
                for
                Rendering Three Dimensional Image);

            


    

    
      	 	
              8.

            	
              University
                of Oklahoma Information Disclosure No. 08-NOR-033 (Directional 3-D
                Display);

            


    

    
      	
            	9	
              Patent
                No 583,099 - “Auto-Tracking System for Mobile Free-Space Optical (FSO)
                Communications”
                  (pursuant to the terms of this Agreement, this patent is excluded
                from
                any
                assignment of intellectual property from Employee to 3DIcon and will
                remain the property
                of Employee

            


    

     

    
      
        
        

      

      
        32