Exhibit 10.1

    Offer of
Employment

    


    December
9, 2008

    


    Mr.
Joseph J. Rutherford

    6330
Watercrest Way

    Bradenton,
Fl 34202

    


    Dear
Joe:

     

    On behalf
of the Board of Directors of PPGI, I am pleased to offer you the position of
President/CEO of PPGI and CEO of MRC Precision Metal Optics, our wholly owned
subsidiary.  In this position, you will report directly to the Board
of PPGI.  Following your acceptance, the Board intends to appoint you
an Officer of both corporations to be effective the date you would assume your
new position, and nominate you for PPGI and MRC Board membership at the earliest
possible date after January 1, 2009, in accordance with the Corporation’s By
Laws.

     

    You will
assume the responsibilities as President/CEO of PPGI and CEO of MRC effective
January 1, 2009.

     

    We have
put together what we believe is a comprehensive and appropriate compensation
package consisting of base salary, eligibility for performance based incentive
compensation, and a grant of stock options as enumerated below:

     

    
      	
               
      

            	
              -

            	
              Your
      base salary will be $180,000 per
annum.

            


    

     

    
      	
               
      

            	
              -

            	
              You
      are eligible for a bonus for your work as an employee of MRC in
      2008.  The amount will be established in January 2009,
      consistent with our normal process.

            


    

     

    
      	
               
      

            	
              -

            	
              You
      will be eligible in 2009 for incentive compensation cash bonus, the amount
      of which will be tied to achieving or exceeding targets set for the
      bonus.  These targets will be established in January 2009 and
      will be related to the financial performance of PPGI and of MRC, as well
      as other non-financial objectives that are to be agreed upon between you
      and the compensation committee of the Board.  We have
      established a target bonus of $50,000, but that amount could be higher or
      lower depending on your performance relative to the objectives set for the
      year.

            


    

     

    
      	
               
      

            	
              -

            	
              You
      will be awarded a grant of stock options valued at $30,000 per the
      Black-Scholes market price value on the date of the award.  The
      award date will be January 1, 2009.  This grant will be awarded
      in accordance with the rules of the Corporation’s 2000 Equity Compensation
      program, one third of which vest after 12, 24, and 36 months,
      respectively.

            


    

     

    Your
current package of PPGI employee benefits remains in effect and subject to
modification, amendment and revocation in accordance with their
terms.

     

    Joe, as
you know, this letter is not a contract of employment either for a specific
duration or period, nor does it alter your current at-will employment
relationship between PPGI and yourself.

     

    Joe, the
Board and I sincerely hope you accept this offer.  We appreciate the
solid contributions you have made to the company since joining us last July, and
we fully believe you will provide the leadership and management we need to meet
the business objectives of PPGI & MRC.

     

    


    Sincerely,

    


    


    John C.
Rich

    Chairman
of the Board

    Photonic
Products Group, Inc.