Exhibit 10.11


 


EMPLOYMENT
AGREEMENT


 


This Employment Agreement (“Agreement”) is
made and entered into effective as of October 20, 2005 (“Effective Date”),
by and between Tyler M. Dylan (“Employee”), and Aries Ventures Inc., a
Nevada corporation (“Company”) (on behalf of itself and its subsidiary Cardium
Therapeutics, Inc., a Delaware corporation). The Company and Employee may
be referred to herein collectively as the “Parties.”


 


RECITALS


 


WHEREAS, Employee has been an officer and
director of Cardium Therapeutics, Inc., a Delaware corporation (“Cardium”),
since Cardium’s inception in December 2003;


 


WHEREAS, on the Effective Date, Cardium
merged with and into a wholly-owned subsidiary of the Company pursuant to the
terms of an Agreement of Merger and Plan of Reorganization by and among such
subsidiary, the Company and Cardium dated as of the Effective Date (“Merger
Agreement”);


 


WHEREAS, pursuant to the Merger Agreement,
Employee was appointed to the offices of Chief Business Officer, General
Counsel, Executive Vice President and Secretary of the Company on the Effective
Date; and


 


WHEREAS, the Company and Employee each desire
to enter into this Agreement to set forth the terms and conditions of Employee’s
employment with the Company.


 


NOW, THEREFORE, in consideration of the
mutual promises and covenants set forth herein and intending to be legally
bound thereby, the Parties agree as follows:


 


AGREEMENT


 


1.                                       Employment; Term.  Employee hereby accepts the offer of the
Company for employment as the Company’s Chief Business Officer, General
Counsel, Executive Vice President and Secretary upon the terms and conditions
set forth herein. Subject to earlier termination as provided in this Agreement,
Employee’s employment with the Company will be for an initial term of two (2) years
beginning on the Effective Date (“Initial Term”). Thereafter, unless this
Agreement is terminated as provided herein, or extended by written agreement of
the parties, Employee’s employment will become at-will and may be terminated by
either Employee or the Company at any time for any reason or no reason, with or
without Cause (as hereinafter defined), upon written notice to the other, or
without any notice upon the death of Employee. Neither the Initial Term of
Employee’s employment nor the at-will status of the employment relationship
thereafter may be modified except by an agreement in writing signed by the
President of the Company and Employee, the terms of which were approved in
advance in writing by the Company’s Board of Directors (which shall include any
committee or subcommittee thereof authorized to determine levels of executive
compensation).


 


2.                                       Employee Handbook.  Employee and the Company understand and agree
that nothing in the Company’s Employee Handbook is intended to be, and nothing
in it should be construed to be, a limitation of the Company’s right to
terminate, transfer, demote, suspend and


 


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administer discipline at any time for any reason. Employee and the
Company understand and agree nothing in the Company’s Employee Handbook is
intended to, and nothing in such Employee Handbook should be construed to,
create an implied or express contract of employment contrary to this Agreement
nor to relieve either party of any of its obligations under this Agreement.


 


3.                                       Position and Responsibilities.


 


a.                                       During
Employee’s employment with the Company hereunder, Employee shall have such
responsibilities, duties and authority as the Company, through its Board of
Directors, may from time to time assign to Employee. Employee shall perform any
other duties reasonably  required by the
Company and, if requested by the Company, shall serve as a director and/or as
an additional officer of the Company or any subsidiary or affiliate of the
Company without additional compensation (unless Employee’s duties or
responsibilities are substantially increased as a result of such change).


 


b.                                      Employee, in
Employee’s capacity as an officer of the Company, shall diligently and to the
best of Employee’s ability perform all duties that such position entails.
Employee shall devote such time, energy, skill and effort to the performance of
Employee’s duties hereunder as may be fairly and reasonably necessary to
faithfully and diligently further the business and interests of the Company and
its subsidiaries. Employee and the Company acknowledge that Employee is
regularly involved in consulting and/or other professional activities, but Employee
represents to the Company that such activities will not prevent Employee from
satisfying any of the terms of this Agreement or the services to be rendered
under it.


 


c.                                       Employee shall
render Employee’s service at the Company’s offices in the County of San Diego,
California, or such other location as is mutually agreed upon by the Company
and Employee. It is understood, however, and agreed that Employee’s duties may
from time to time require travel to other locations, including other offices of
the Company and/or its subsidiaries both within and outside the United States.


 


d.                                      Employee will
abide by all policies and decisions made by the Company, as well as all
applicable federal, state and local laws, rules, regulations and ordinances, to
the best of Employee’s knowledge and abilities.


 


4.                                       Compensation.


 


a.                                       Salary.  During the term of Employee’s employment
hereunder, the Company agrees to pay Employee a base salary of Three Hundred
Twenty Five Thousand dollars ($325,000) per year, payable in arrears no less
frequently than monthly in accordance with the Company’s general payroll
practices. In the first year of employment, the base salary will be prorated
from the effective date. The amount of Employee’s base salary as set forth in
this Section 4(a) may be adjusted from time to time by an agreement
in writing signed by the President of the Company and Employee, the terms of
which were approved in advance by action of the Company’s Board of Directors (or
authorized committee or subcommittee thereof).


 


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All references in this Agreement to Employee’s base salary shall mean
the base salary as adjusted from time to time.


 


b.                                      Additional
Benefits.  During Employee’s
employment with the Company, in addition to the other compensation and benefits
set forth herein, Employee shall be entitled to receive and/or participate in
executive bonuses and such other benefits of employment generally available to
the Company’s other corporate officers when and as Employee becomes eligible
for them. The Company reserves the right to modify, suspend or discontinue any and
all benefit plans, policies and practices at any time without notice to or
recourse by the Employee.


 


c.                                       No Other
Compensation.  Employee acknowledges
and agrees that, except as expressly provided herein, and as set forth in the
Company’s Employee Handbook or any other written compensation arrangement
approved by the Company’s Board of Directors, Employee is not entitled to any
other compensation or benefits from the Company.


 


d.                                      Withholdings.
All compensation under this Agreement shall be paid less withholdings required
by federal and state law and less deductions agreed to by the Company and
Employee.


 


e.                                       Expense
Reimbursements.  The Company will
reimburse Employee for all reasonable and necessary out-of-pocket business
expenses incurred by Employee in connection 
with the performance of Employee’s duties hereunder upon receipt of
documentation therefore in accordance with the Company’s regular reimbursement
procedures and practices in effect from time to time.


 


5.                                       Termination.


 


a.                                       Due to Death. Employee’s employment with the Company
shall terminate automatically in the event of Employee’s death. The Company
shall pay Employee’s estate any unpaid base salary and any other form of
compensation or benefit accrued through the date of Employee’s death, and shall,
upon execution and delivery on behalf of Employee’s estate of a Release (as
defined under Section 5(b), pay Employee’s severance benefit (as defined
under Section 5(b).


 


b.                                      Without Cause,
Severance Benefit.  In the event
Employee is terminated by the Company without Cause, upon delivery by Employee (or,
in the event of Employee’s death, by Employee’s estate) to the Company of an
executed general release in a form substantially similar to that set forth in
Attachment #3 attached hereto (“Release”), Employee (or Employee’s estate)
shall be entitled to receive a severance benefit, including standard employee
benefits available to the Company’s other corporate officers, in an amount
equal to the greater of (i) one (1) year’s base salary, or (ii) the
base salary payable on the then remaining Initial Term. If Employee (or
Employee’s estate) does not execute and deliver the Release, Employee (or Employee’s estate) shall only be entitled to
receive a severance benefit in an amount equal to the lesser of (i) the
base salary payable on the then remaining Initial Term at the time of
termination, or  (ii)  one (1) month’s
base salary. One half of any severance benefit owing hereunder shall be paid
within ten (10) business days of termination and the balance shall be paid
on a bi-weekly basis over the applicable severance period. In the event
of termination of Employee’s


 


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employment under this Section 5(b) (or as a result of
Employee’s death), and provided Employee (or Employee’s estate) delivers to the
Company an executed Release, the Company shall also cause each then-outstanding
stock option granted by the Company to the Employee as of the date of
termination to become fully exercisable and to remain exercisable for the term
of the option.


 


c.                                       With Cause, No Severance Benefit.  The
Company may terminate Employee for Cause. For purposes of this
Agreement, Cause shall mean the occurrence of one or more of the following
events: (i) acts or omissions constituting gross negligence, recklessness
or willful misconduct on the part of Employee with respect to Employee’s
obligations to the Company or otherwise relating to the business of the Company
or a material failure by Employee to diligently and competently perform Employee’s
duties under this Agreement; (ii) Employee’s material breach of this
Agreement; (iii) Employee’s commission of any fraud against the Company; (iv) Employee’s
intentional appropriation for Employee’s personal use or benefit of the funds
of the Company not authorized in writing by the Board of Directors; (v) Employee’s
conviction of any felony; (vi) Employee’s conviction of a violation of any
state or federal law that could result in a material adverse impact upon the
business of the Company; (vii) Employee engaging in any other professional employment or consulting or directly or
indirectly participating in or assisting any business that is a current or likely
future competitor of the Company (i.e. a business or other entity which is
developing product candidates or selling products that compete with product
candidates being developed and/or sold by the Company) (hereinafter referred to
as a “Company Competitor”) without prior written approval from the Company’s
Board of Directors, or that is a current or likely future customer or supplier
of the Company (unless the Board of Directors are made aware of the
relationship); or (viii) when Employee has been disabled and is
unable to perform the essential functions of the position for any reason
notwithstanding reasonable accommodation provided that Employee has received
from the Company compensation in an amount equivalent to Employee’s severance
benefit payment. No severance benefit shall be due to Employee if Employee is
terminated for Cause, including if Employee is terminated for Cause upon, or
after a Change in Control (as hereinafter defined and separately addressed
below), except in the event of disability as set forth above.


 


d.                                      Resignation or Retirement, No Severance
Benefit.  This Agreement shall be terminated upon
Employee’s voluntary retirement or resignation. No severance benefit
shall be due to Employee if Employee resigns or retires from employment for any
reason or at any time, including upon or after a Change in Control (which is
separately addressed below).


 


e.                                       Payment Through Date of Termination.  Except as otherwise set forth herein, upon
the termination of this Agreement for any reason, Employee shall be entitled to
receive any unpaid compensation earned through the effective date of termination.
If this Agreement is terminated with Cause before year-end bonus or other
compensation becoming payable to Employee, then such bonus and other
compensation shall be forfeited in full by Employee.


 


6.                                       Termination Obligations.


 


a.                                       Return of Company Property. Upon termination of this Agreement and
cessation of Employee’s employment, Employee agrees to return all Company
property to the


 


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Company
promptly, but in no event later than two (2) business days following
termination of employment.


 


b.                                      Termination of Benefits.  Any
and all benefits to which Employee is otherwise entitled shall cease upon
Employee’s termination, unless explicitly continued either under this Agreement
or under any specific written policy or benefit plan of the Company.


 


c.                                       Termination of Other Positions.  Upon
termination of Employee’s employment with the Company, Employee shall be deemed
to have resigned from all other offices and directorships then held with the
Company or its subsidiaries, unless otherwise expressly agreed in a writing
signed by the Parties.


 


d.                                      Employee Cooperation.  In
connection with and prior to any termination of Employee’s employment, Employee
shall cooperate fully with the Company in all matters including, but not
limited to, advising the Company of all pending work on behalf of the Company
and the orderly transfer of work to other employees or representatives of the
Company. Employee shall also cooperate (at the request and expense of the
Company) in the defense of any action brought by any third party against the
Company that relates in any way to Employee’s acts or omissions while employed
by the Company.


 


e.                                       Survival of Obligations. 
Employee’s obligations under this Section 6 shall survive the
termination of employment and the termination of this Agreement.


 


7.                                       Change in Control.  In the event of any Change in Control, the
following provisions will apply.


 


a.                                       Any of the
following shall constitute a “Change in Control” for the purposes of this
Agreement:


 


(i)                                     The consummation
of a merger or consolidation of the Company with or into another entity or any
other corporate reorganization, if more than 50% of the combined voting power
of the continuing or surviving entity’s securities outstanding immediately
after such merger, consolidation or other reorganization is owned by persons
who were not stockholders of the Company immediately prior to such merger,
consolidation or other reorganization; or


 


(ii)                                  The sale, transfer or
other disposition of all or substantially all of the Company’s assets.


 


A transaction shall not constitute a Change
in Control if its sole purpose is to change the state of the Company’s
incorporation or to create a holding company that will be owned in
substantially the same proportions by the persons who held the Company’s
securities immediately before such transaction.


 


b.                                      In the event of a
Change in Control, this Agreement shall continue in effect unless terminated by
Employee or the Company.


 


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c.                                       If Employee is
terminated without Cause following a Change in Control by the Company and/or
the surviving or resulting corporation, upon Employee’s delivery to the Company
of an executed Release, Employee shall be entitled to receive as severance pay
or liquidated damages, or both, a lump sum payment (“Change in Control
Severance Payment”) in an amount equal to two (2) years’ compensation or
such greater amount as the Board of Directors determines from time to time
pursuant to terms which may not be revoked or reduced thereafter. If Employee
does not execute and deliver the
Release, Employee shall only be entitled to receive a Change in Control
Severance Payment in an amount equal to one (1) month’s compensation.


 


d.                                      Any Change in
Control Severance Payment shall be made not later than the fifteenth (15th) day
following the effective date of Employee’s termination without Cause in
connection with a Change in Control; provided, however, that if the amount of
such payment cannot be finally determined on or before such date, the Company
shall pay to Employee on such date a good faith estimate of the minimum amount
of such payment, and shall pay the remainder of such payment (together with
interest at the rate provided in Section 1274(b)(2)(B) of the
Internal Revenue Code of 1986, as amended (“Code”)), as soon as the amount
thereof can be determined, but in no event later than the thirtieth (30th) day
after the applicable termination date. If the amount of the estimated payment
exceeds the amount subsequently determined to have been due, such excess shall
constitute a loan by the Company to Employee payable on the fifteenth (15th)
day after receipt by Employee of a written demand for payment from the Company
(together with interest calculated as set forth above).  The total of any payment pursuant to this Section 7
shall be limited to the extent necessary, in the opinion of legal counsel
acceptable to Employee and the Company, to avoid the payment of an “excess
parachute” payment within the meaning of Section 280G of the Code or any
similar successor provision.


 


e.                                       In the event of
termination of Employee’s employment under Section 7(c), and provided
Employee delivers to the Company an executed Release, the Company shall cause
each then-outstanding stock option granted by the Company to the Employee as of
the date of termination to become fully exercisable and to remain exercisable
for the term of the option.


 


8.                                       Arbitration.  Employee and the Company hereby agree to the
Mutual Agreement to Mediate and Arbitrate Claims attached hereto as Attachment
#1 and made a part hereof. Employee’s
obligations under this Section 8 and such agreement shall survive the
termination of employment and the termination of this Agreement.


 


9.                                       Confidential Information and Inventions.  Employee and the Company hereby agree to the
Confidential Information and Invention Assignment Agreement, Covenant of
Exclusivity and Covenant Not to Compete attached hereto as Attachment #2 and
made a part hereof. Employee’s
obligations under this Section 9 and such agreement shall survive the
termination of employment and the termination of this Agreement.


 


10.                                 Competitive Activity.  Employee covenants, warrants and represents
that during the period of Employee’s employment with the Company, Employee
shall not engage anywhere, directly or
indirectly (as a principal, shareholder, partner, director, manager, member,
officer, agent, employee, consultant or otherwise), or be financially
interested in any Company Competitor (as defined in Section 5(c)(vii)),
without prior written approval from the Company’s Board of Directors, or any
company that is a current or likely
future customer or supplier of the


 


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Company
(unless the Board of Directors are made aware of the relationship).
Notwithstanding the foregoing, Employee may invest in and hold up to one
percent (1%) of the outstanding voting stock of a publicly held company that is
involved in business activities that are the same as, similar to, or in
competition with the business activities carried on by the Company or any
business that is a current or potential supplier, customer or competitor of the
Company without the prior written approval of the Company’s Board of Directors;
provided, however, that if such publicly held company is a current or potential
supplier, customer or competitor of the Company, the Employee shall advise the
President of the Company in writing of Employee’s investment in such company as
soon as reasonably practicable.


 


11.                                 Employee Conduct.  Employee covenants, warrants and represents
that during the period of Employee’s employment with the Company, Employee
shall at all times comply with the Company’s written policy as in effect from
time to time on the acceptance of gifts and gratuities from customers, vendors,
suppliers, or other persons doing business with the Company. Employee
represents and understands that acceptance or encouragement of any gift or
gratuity not in compliance with such policy may create a perceived financial
obligation and/or conflict of interest for the Company and shall not be
permitted as a means to influence business decisions, transactions or service.
In this situation, as in all other areas of employment, Employee is expected to
conduct himself or herself using the highest ethical standard.


 


12.                                 Miscellaneous Provisions.


 


a.                                       Entire
Agreement. This Agreement and any attachments and/or exhibits contains the
entire agreement between the Parties.  It
supersedes any and all other agreements, either oral or in writing, between the
Parties with respect to Employee’s employment by the Company.  Each party to this Agreement acknowledges
that no representations, inducements, promises or agreements, oral or
otherwise, have been made by any party, or anyone acting on behalf of any party,
which are not embodied herein and acknowledges that no other agreement,
statement or promise not contained in this Agreement shall be valid or binding.
To the extent the practices, policies or procedures of the Company, now or in
the future, are inconsistent with the terms of this Agreement, the provisions
of this Agreement shall control.


 


b.                                      Governing Law. 
This Agreement shall be construed and enforced in accordance with the
laws of the State of California.


 


c.                                       Severability. 
Should any part or provision of this Agreement be held by a court of
competent jurisdiction to be illegal, unenforceable, invalid or void, the
remaining provisions of this Agreement shall continue in full force and effect
and the validity of the remaining provisions shall not be affected by such
holding.


 


d.                                      Attorneys’ Fees. 
Except as set forth in the Mutual Agreement to Mediate and Arbitrate
Claims attached hereto as Attachment #1, should any party institute any action,
arbitration or proceeding to enforce, interpret or apply any provision of this
Agreement, the Parties agree that the prevailing party shall be entitled to
reimbursement by the non-prevailing party of all recoverable costs and
expenses, including, but not limited to, reasonable attorneys’ fees.


 


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e.                                       Interpretation. 
This Agreement shall be
construed as a whole, according to its fair meaning, and not in favor of or
against any party. By way of example and not in limitation, this Agreement
shall not be construed in favor of the party receiving a benefit nor against
the party responsible for any particular language in this Agreement. The
headings and captions contained in this Agreement are for convenience of
reference only and shall not constitute a part of this Agreement and shall not
be used in the construction or interpretation of this Agreement.


 


f.                                         Amendment;
Waiver. This Agreement may not be modified or amended by oral agreement or
course of conduct, but only by an agreement in writing signed by the President
of the Company and Employee, the terms of which were approved in advance in
writing by the Company’s Board of Directors. The failure of either party hereto
at any time to require the performance by the other party hereto of any
provision hereof shall in no way affect the full right to require such
performance at any time thereafter, nor shall the waiver by either party hereto
of a breach of any provision hereof be taken or held to be a waiver of any
succeeding breach of such provision or waiver of the provision itself or a
waiver of any other provision of this Agreement.


 


g.                                      Assignment.
This Agreement is binding on and is for the benefit of the Parties and their
respective successors, heirs, executors, administrators and other legal
representatives. Neither this Agreement nor any right or obligation hereunder
may be assigned by the Company (except to an affiliate of the Company or in
accordance with a Change in Control) or by the Employee.


 


h.                                      No
Restrictions; No Violation. The Employee represents and warrants that: (i) Employee
is not a party to any agreement that would restrict or prohibit Employee from
entering into this Agreement or performing fully Employee’s obligations
hereunder; and (ii) the execution by Employee of this Agreement and the
performance by Employee of Employee’s obligations and duties pursuant to this
Agreement will not result in any breach of any other agreement to which
Employee is a party.


 


i.                                          Counterparts.
This Agreement may be executed in counterparts, each of which will be deemed an
original copy of this Agreement and all of which, when taken together, will be
deemed to constitute one and the same agreement. The exchange of copies of this
Agreement and of signature pages by facsimile transmission shall
constitute effective execution and delivery of this Agreement as to the Parties
and may be used in lieu of the original Agreement for all purposes. Signatures
of the parties transmitted by facsimile shall be deemed to be their original
signatures for all purposes.


 


j.                                          Legal Representation; Independent
Counsel. 
The law firm of Fisher Thurber LLP has prepared this Agreement on behalf
of the Company based on the Company’s instructions. Fisher Thurber LLP does not
represent any other party to this Agreement. 
In executing this Agreement, Employee
represents that Employee has neither requested nor been given legal advice or
counsel by Fisher Thurber LLP or any of its attorneys.  Employee is aware of Employee’s right to
obtain separate legal counsel with respect to the negotiation and execution of
this Agreement and acknowledges that Fisher Thurber LLP has recommended that
Employee retain Employee’s own counsel for such purpose. Employee further
acknowledges that Employee


 


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(i) has read and understands this Agreement and its exhibits and
attachments; (ii) has had the opportunity to retain separate counsel in
connection with the negotiation and execution of this Agreement; and (iii) has
relied on the advice of separate counsel with respect to this Agreement or made
the conscious decision not to retain counsel in connection with the negotiation
and execution of this Agreement.


 


IN WITNESS WHEREOF, the Parties have executed
this Agreement effective as of the Effective Date.


 


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
    /s/ Tyler M. Dylan

  	
   

  
	
   

  	
  Tyler M. Dylan

  
	
   

  	
   

  
	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
  Aries Ventures Inc.,

  
	
   

  	
  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Christopher Reinhard

  	
   

  
	
   

  	
   

  	
     Christopher Reinhard, President

  
					



 


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ATTACHMENT #1


 


MUTUAL AGREEMENT TO MEDIATE AND ARBITRATE CLAIMS


 


This Mutual Agreement to Mediate and Arbitrate
Claims (“Agreement”) is made and entered into effective as of October 20,
2005 (“Effective Date”), by and between Tyler M. Dylan (“Employee”), and Aries
Ventures Inc., a Nevada corporation (“Company”).


 


In consideration of and as a condition of Employee’s
prospective and continued employment relationship with the Company, Employee’s
employment rights under Employee’s Employment Agreement, Employee’s
participation in the Company’s benefit programs (when and if eligible),
Employee’s access to and receipt of confidential information of the Company, and other good and valuable consideration,
all of which Employee considers to have been negotiated at arm’s length,
Employee and Company agree to the following:


 


1.                                       Claims Covered by this
Agreement.


 


a.                                       To the fullest extent permitted by law, all
claims and disputes between Employee (and Employee’s successors and assigns)
and the Company relating in any manner whatsoever to the employment or termination
of Employee, including without limitation all claims and disputes arising under
this Agreement or that certain Employment Agreement entered into by and between
the Company and Employee on equal date hereof, as may be amended from time to
time (“Employment Agreement”), shall be resolved by mediation and arbitration
as set forth herein. All persons and entities specified in the preceding
sentence (other than the Company and Employee) shall be considered third-party
beneficiaries of the rights and obligations created by this Agreement. Claims and disputes covered by this Agreement
include without limitation those arising under:


 


(i)                                     Any federal, state or local laws, regulations
or statutes prohibiting employment discrimination (including, without limitation,
discrimination relating to race, sex, national origin, age, disability,
religion, or sexual orientation) and harassment;


 


(ii)                                  Any alleged or actual agreement or covenant
(oral, written or implied) between Employee and the Company;


 


(iii)                               Any Company policy, compensation, wage or related claim or benefit
plan, unless the decision in question was made by an entity other than the
Company;


 


(iv)                              Any public policy; and


 


(v)                                 Any other claim for personal, emotional,
physical or economic injury.


 


b.                                      The only disputes between
Employee and the Company that are not included within this Agreement are:


 


(i)                                     Any claim by Employee for workers’
compensation or unemployment compensation benefits; and


 


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(ii)                                  Any claim by Employee for benefits under a
Company plan that provides for its own arbitration procedure.


 


2.                                       Mandatory Mediation of
Claims and Disputes.


 


a.                                       If any claim or
dispute covered under this Agreement cannot
be resolved by negotiation between the parties, the following mediation and
arbitration procedures shall be invoked. Before invoking the binding
arbitration procedure set forth below, the Company and Employee shall first
participate in mandatory mediation of any dispute or claim covered under this
Agreement.


 


b.                                      The claim or
dispute shall be submitted to mediation before a mediator of the Judicial
Arbitration and Mediation Service (“JAMS”), a mutually agreed to alternative
dispute resolution (“ADR”) organization. The mediation shall be conducted at a
mutually agreeable location, or if a location cannot be agreed to by the
parties, at a location chosen by the mediator. The administrator of the ADR
organization shall select three (3) mediators. From the three (3) chosen,
each party shall strike one and the remaining mediator shall preside over the
mediation.  The cost of the mediation
shall be borne by the Company.


 


c.                                       At least ten (10) business
days before the date of the mediation, each side shall provide the mediator
with a statement of its position and copies of all supporting documents. Each
party shall send to the mediation a person who has authority to bind the
party.  If a subsequent dispute will
involve third parties, such as insurers, they shall also be asked to
participate in the mediation.


 


d.                                      If
a party has participated in the mediation and is dissatisfied with the outcome,
that party may invoke the arbitration procedure set forth below.


 


3.                                       Binding Arbitration of
Claims and Disputes.


 


a.                                       If the Company
and Employee are unable to resolve a dispute or claim covered under this
Agreement through mediation, they shall submit any such dispute or claim to
binding arbitration, in accordance with California Code of Civil Procedure
§§1280 through 1294.2.  Either party may
enforce the award of the arbitrator under Code of Civil Procedure §1285 by any
competent court of law.  Employee and the
Company understand that they are, to the greatest extent permitted under
California law, waiving their rights to a jury trial.


 


b.                                      The party
demanding arbitration shall submit a written claim to the other party, setting
out the basis of the claim and proposing the name of an arbitrator from JAMS,
the mutually agreed to ADR organization. The responding party shall have ten (10) business
days in which to respond to this demand in a written answer.  If this response is not timely made, or if
the responding party agrees with the person proposed as the arbitrator, then
the person named by the demanding party shall serve as the arbitrator.  If the responding party submits a written
answer rejecting the proposed arbitrator then, on the request of either party,
JAMS shall appoint an arbitrator other than the mediator.  The Employee and the Company agree to apply
American Arbitration Association (“AAA”) rules for the resolution of employment
disputes to the arbitration even though the ADR is one other than AAA. No one
who has ever had any business, financial, family, or social relationship with
any party to this Agreement shall serve as an


 


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arbitrator unless the related party informs the other party of the
relationship and the other party consents in writing to the use of that
arbitrator.


 


c.                                       The arbitration
shall take place in the county of San Diego, California, at a time and place selected
by the arbitrator.  A pre-arbitration
hearing shall be held within ten (10) business days after the arbitrator’s
selection.  The arbitration shall be held
within sixty (60) calendar days after the pre-arbitration hearing.  The arbitrator shall establish all discovery
and other deadlines necessary to accomplish this goal.


 


d.                                      Each party shall
be entitled to discovery of essential documents and witnesses, as determined by
the arbitrator in accordance with the then-applicable rules of discovery
for the resolution of employment disputes and the time frame set forth in this
Agreement. The arbitrator may resolve any disputes over any discovery matters
as they would be resolved in civil litigation.


 


e.                                       The arbitrator
shall have the following powers:


 


(i)                                     to issue subpoenas for the attendance of
witnesses and subpoenas duces tecum for the production of books, records,
documents, and other evidence;


 


(ii)                                  to
order depositions to be used as
evidence;


 


(iii)                               subject to the limitations on discovery
enumerated above, to enforce the rights, remedies, procedures, duties,
liabilities, and obligations of discovery as if the arbitration were a civil
action before a California superior court;


 


(iv)                              to
conduct a hearing on the arbitrable issues; and


 


(v)                                 to
administer oaths to parties and
witnesses.


 


f.                                         Within fifteen
(15 days) after completion of the arbitration, the arbitrator shall submit a
tentative decision in writing, specifying the reasoning for the decision and
any calculations necessary to explain the award.  Each party shall have fifteen (15) days in
which to submit written comments to the tentative decision.  Within ten (10) days after the deadline
for written comments, the arbitrator shall announce the final award.


 


g.                                      The
Company shall pay the arbitrator’s expenses and fees, all meeting room charges,
and any other expenses that would not have been incurred if the case were
litigated in the judicial forum having jurisdiction over it.  Unless otherwise ordered by the arbitrator,
each party shall pay its own attorneys’ fees and witness fees, and other
expenses incurred by the party for such party’s own benefit and not required to
be paid by the Company pursuant to the terms hereof.  Regardless of any statute, procedure, rule or
law, the prevailing party in arbitration shall be entitled to recover from the
non-prevailing party reasonable attorneys’ fees incurred as a result of
arbitration.


 


3





















 


4.                                       Miscellaneous Provisions.


 


a.                                       For purposes hereof, the term “Company” shall
also include all related entities, affiliates and subsidiaries, all officers,
employees, directors, agents, stockholders, partners, managers, members,
benefit plan sponsors, fiduciaries, administrators or affiliates of any of the
above, and all successors and assigns of any of the above.


 


b.                                      If either party pursues a covered claim
against the other by any action, method or legal proceeding other than
mediation or arbitration as provided herein, the responding party shall be
entitled to dismissal or injunctive relief regarding such action and recovery
of all costs, losses and attorneys’ fees related to such other action or
proceeding.


 


c.                                       This is the complete agreement of the parties on the subject of mediation
and the arbitration of disputes and claims covered hereunder.  This
Agreement supersedes any prior or contemporaneous oral, written or implied
understanding on the subject, shall survive the termination of Employee’s
employment and can only be revoked or modified by a written agreement signed by
Employee and the President of the Company, the terms of which were approved in
advance in writing by the Company’s Board of Directors and which specifically
state an intent to revoke or modify this Agreement.  If any provision of this Agreement is
adjudicated to be void or otherwise unenforceable in whole or in part, such
adjudication shall not affect the validity of the remainder of the Agreement,
which shall remain in full force and effect.


 


d.                                      This Agreement shall be construed and
enforced in accordance with the laws of the State of California.


 


e.                                       This Agreement
shall be construed as a whole, according to its fair meaning, and not in favor
of or against any party.  By way of
example and not in limitation, this Agreement shall not be construed in favor
of the party receiving a benefit nor against the party responsible for any
particular language in this Agreement. The headings and captions contained in
this Agreement are for convenience of reference only and shall not constitute a
part of this Agreement and shall not be used in the construction or
interpretation of this Agreement.


 


f.                                         The failure of
either party hereto at any time to require the performance by the other party
hereto of any provision hereof shall in no way affect the full right to require
such performance at any time thereafter, nor shall the waiver by either party
hereto of a breach of any provision hereof be taken or held to be a waiver of
any succeeding breach of such provision or waiver of the provision itself or a
waiver of any other provision of this Agreement.


 


g.                                      This Agreement
may be executed in counterparts, each of which will be deemed an original copy
of this Agreement and all of which, when taken together, will be deemed to
constitute one and the same agreement. The exchange of copies of this Agreement
and of signature pages by facsimile transmission shall constitute
effective execution and delivery of this Agreement as to the parties and may be
used in lieu of the original Agreement for all purposes. Signatures of the
parties transmitted by facsimile shall be deemed to be their original
signatures for all purposes.


 


h.                                      Employee’s and Company’s obligations under
this Agreement shall survive the termination of Employee’s employment and the
termination of the Employment Agreement.


 


4





















 


i.                                          The law firm of Fisher Thurber LLP has
prepared this Agreement on behalf of the Company based on the Company’s
instructions.  Fisher Thurber LLP does
not represent any other party to this Agreement.  In executing this Agreement, Employee represents that Employee has
neither requested nor been given legal advice or counsel by Fisher Thurber LLP
or any of its attorneys.  Employee is
aware of Employee’s right to obtain separate legal counsel with respect to the
negotiation and execution of this Agreement and acknowledges that Fisher
Thurber LLP has recommended that Employee retain Employee’s own counsel for
such purpose.  Employee further
acknowledges that Employee (i) has read and understands this Agreement; (ii) has
had the opportunity to retain separate counsel in connection with the
negotiation and execution of this Agreement; and (iii) has relied on the
advice of separate counsel with respect to this Agreement or made the conscious
decision not to retain counsel in connection with the negotiation and execution
of this Agreement.


 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the Effective Date.


 


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
    /s/ Tyler M. Dylan

  	
   

  
	
   

  	
  Tyler M. Dylan

  
	
   

  	
   

  
	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
  Aries Ventures Inc.,

  
	
   

  	
  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Christopher Reinhard

  	
   

  
	
   

  	
   

  	
     Christopher Reinhard, President

  
					



 


5





















 


ATTACHMENT #2


 


CONFIDENTIAL INFORMATION AND INVENTION
ASSIGNMENT AGREEMENT,

COVENANT OF EXCLUSIVITY AND COVENANT NOT TO COMPETE


 


This
Confidential Information and Invention Assignment Agreement, Covenant of
Exclusivity and Covenant Not to Compete (“Agreement”) is made by Tyler M. Dylan
(“Employee” or “I,” “me” or “my”), and accepted and agreed to by Aries Ventures
Inc., a Nevada corporation  (“Company”),
as of  October 20, 2005 (“Effective
Date”).


 


In consideration of and as a condition of Employee’s
prospective and continued employment relationship with the Company (which for
purposes of this Agreement shall be deemed to include any subsidiaries or
affiliates of the Company, where “affiliate” shall mean any person or entity
that directly or indirectly controls, is controlled by, or is under common
control with the Company), all as set forth in that certain Employment
Agreement by and between Employee and the Company effective as of the Effective
Date, as well as my access to and receipt of confidential information of the
Company, and other good and valuable consideration, I agree to the following, and I agree the following
shall be in addition to the terms and conditions of any Confidential
Information and Invention Assignment Agreement executed by employees of the
Company generally, and which I may execute in addition hereto:


 


1.                                       Inventions.


 


a.                                       Disclosure.  I will disclose promptly in
writing to the appropriate officer or other representative of the Company, any
idea, invention, work of authorship, design, formula, pattern, compilation,
program, device, method, technique, process, improvement, development or discovery,
whether or not patentable or copyrightable or entitled to legal protection as a
trade secret, trademark service mark, trade name or otherwise (“Invention”),
that I may conceive, make, develop, reduce to practice or work on, in whole or
in part, solely or jointly with others (“Invent”), during the period of my
employment with the Company.


 


i.                                          The disclosure required by this Section 1(a) applies
to each and every Invention that I Invent (1) whether during my regular
hours of employment or during my time away from work, (2) whether or not
the Invention was made at the suggestion of the Company, and (3) whether
or not the Invention was reduced to or embodied in writing, electronic media or
tangible form.


 


ii.                                       The disclosure required by this Section 1(a) also
applies to any Invention which may relate at the time of conception or
reduction to practice of the Invention to the Company’s business or actual or
demonstrably anticipated research or development of the Company, and to any
Invention which results from any work performed by me for the Company.


 


iii.                                    The disclosure required by this Section 1(a) shall
be received in confidence by the Company within the meaning of and to the
extent required by California Labor Code §2871, the provisions of which are set
forth on Exhibit A attached hereto.


 


iv.                                   To facilitate the complete and accurate
disclosures described above, I shall maintain complete written records of all
Inventions and all work, study and


 


1





















 


investigation
done by me during my employment, which records shall be the Company’s property.


 


v.                                      I
agree that during my employment I shall have a continuing obligation to
supplement the disclosure required by
this Section 1(a) on a monthly basis if I Invent an Invention
during the period of employment.  In
order to facilitate the same, the Company and I shall periodically review every
six months the written records of all Inventions as outlined in this Section 1(a) to
determine whether any particular Invention is in fact related to Company
business.


 


b.                                      Assignment.  I hereby assign to the Company
without royalty or any other further consideration my entire right, title and
interest in and to each and every Invention I am required to disclose under Section 1(a) other
than an Invention that (i) I have or shall have developed entirely on my
own time without using the Company’s equipment, supplies, facilities or trade
secret information, (ii) does not relate at the time of conception or
reduction to practice of the Invention to the Company’s business, or actual or
demonstrably anticipated research or development of the Company, and (iii) does
not result from any work performed by me for the Company.  I acknowledge that the Company has notified
me that the assignment provided for in this Section l(b) does not
apply to any Invention to which the assignment may not lawfully apply under the
provisions of Section §2870 of the California Labor Code, a copy of which
is attached hereto as Exhibit A. I shall bear the full burden of proving
to the Company that an Invention qualifies fully under Section §2870.


 


c.                                       Additional Assistance and Documents.  I
will assist the Company in obtaining, maintaining and enforcing patents,
copyrights, trade secrets, trademarks, service marks, trade names and other
proprietary rights in connection with any Invention I have assigned to the
Company under Section l(b), and I further agree that my obligations under
this Section l(c) shall continue beyond the termination of my
employment with the Company.  Among other
things, for the foregoing purposes I will (i) testify at the request of
the Company in any interference, litigation or other legal proceeding that may
arise during or after my employment, and (ii) execute, verify, acknowledge
and deliver any proper document and, if, because of my mental or physical
incapacity or for any other reason whatsoever, the Company is unable to obtain
my signature to apply for or to pursue any application for any United States or
foreign patent or copyright covering Inventions assigned to the Company by me,
I hereby irrevocably designate and appoint each of the Company and its duly
authorized officers and agents as my agent and attorney in fact to act for me
and in my behalf and stead to execute and file any such applications and to do
all other lawfully permitted acts to further the prosecution and issuance of
any United States or foreign patent or copyright thereon with the same legal
force and effect as if executed by me.  I
shall be entitled to reimbursement of any out-of-pocket expenses incurred by me
in rendering such assistance and, if I am required to render such assistance
after the termination of my employment, the Company shall pay me a reasonable
rate of compensation for time spent by me in rendering such assistance to the
extent permitted by law (provided, I understand that no compensation shall be
paid for my time in connection with preparing for or rendering any testimony or
statement under oath in any judicial proceeding, arbitration or similar
proceeding).


 


d.                                      Prior Contracts and Inventions; Rights of
Third Parties.  I represent to the Company that, except as
set forth on Exhibit B attached hereto, there are no other contracts to
assign Inventions now in existence between me and any other person or entity
(and if no Exhibit B


 


2





















 


is
attached hereto or there is no such contract(s) described thereon, then it
means that by signing this Agreement, I represent to the Company that there is
no such other contract(s)).  In addition,
I represent to the Company that I have no other employments or undertaking
which do or would restrict or impair my performance of this Agreement. I
further represent to the Company that Exhibit C attached hereto sets forth
a brief description of all Inventions made or conceived by me prior to my
employment with the Company which I desire to be excluded from this Agreement
(and if no Exhibit C is attached hereto or there is no such description
set forth thereon, then it means that by signing this Agreement I represent to
the Company that there is no such Invention made or conceived by me prior to my
employment with the Company). In connection with my employment with the
Company, I promise not to use or disclose to the Company any patent, copyright,
confidential trade secret or other proprietary information of any previous
employer or other person that I am not lawfully entitled so to use or
disclose.  If in the course of my
employment with the Company I incorporate into an Invention or any product process
or service of the Company any Invention made or conceived by me prior to my
employment with the Company, I hereby grant to the Company a royalty-free,
irrevocable, worldwide nonexclusive license to make, have made, use and sell
that Invention without restriction as to the extent of my ownership or
interest.


 


2.                                       Confidential Information.


 


a.                                       Company Confidential Information.  I
will not use or disclose, produce, publish, permit access to, or reveal
Confidential Information, whether before, during or after the period of my
employment with the Company except to perform my duties as an employee of the
Company based on my reasonable judgment as an officer of the Company, or in
accordance with instruction or authorization of the Company, without prior written
consent of the Company or pursuant to process or requirements of law after I
have disclosed such process or requirements to the Company so as to afford the
Company the opportunity to seek appropriate relief therefrom.  “Confidential Information” means any
Invention of any person in which the Company has an interest and in addition
means all information and material that is proprietary to the Company, whether
or not marked as “confidential” or “proprietary,” and which is disclosed to or
obtained by me, which relates to the Company’s past, present or future business
activities. Confidential Information includes all information or materials
prepared by or for the Company and includes, without limitation, all of the
following: designs, drawings, specifications, techniques, models, data, source
code, object code, documentation, diagrams, flow charts, research, development,
processes, procedures, “know-how,” new product or new technology information,
product copies, development or marketing techniques and materials, development
or marketing timetables, strategies and development plans, including trade
names, trademarks, customer, supplier or personnel names and other information
related to customers, suppliers or personnel, pricing policies and financial
information, and other information of a similar nature, whether or not reduced
to writing or other tangible form, and any other trade secrets or nonpublic
business information. Confidential Information is to be broadly defined,
and includes all information that has or could have commercial value or other
utility in the business in which the Company is engaged or contemplates
engaging, and all information of which the unauthorized disclosure could be
detrimental to the interests of the Company, whether or not such information is
identified as Confidential Information by the Company.


 


b.                                      Third Party Information.  I
acknowledge that during my employment with the Company I may have access to
patent, copyright, confidential, trade secret or other


 


3





















 


proprietary
information of third parties, some of which may be subject to restrictions on
the use or disclosure thereof by the Company. During the period of my
employment and thereafter, I agree not to use or disclose, produce, publish,
permit access to, or reveal any such information other than consistent with the
restrictions and my duties as an employee of the Company.


 


3.                                       Property of the Company.  All equipment and all tangible and intangible
information relating to the Company, its employees, its customers and its
vendors and business furnished to, obtained by, or prepared by me or any other
person during the course of or incident to employment by the Company are and
shall remain the sole property of the Company (“Company Property”). For
purposes of this Agreement, Company Property shall include, but not be limited
to, computer equipment, books, manuals, records, reports, notes,
correspondence, contracts, customer lists, business cards, advertising, sales,
financial, personnel, operations, and manufacturing materials and information,
data processing reports, computer programs, software, customer information and
records, business records, price lists or information, and samples, and in each
case shall include all copies thereof in any medium, including paper,
electronic and magnetic media and all other forms of information storage. Upon
termination of my  employment with the
Company, I agree to return all tangible Company Property to the Company
promptly, but in no event later than two (2) business days following
termination of employment.


 


4.                                       No Solicitation of Company
Employees.  While employed by the Company and for a
period of one year after termination of my employment with the Company, I agree
not to induce or attempt to influence directly or indirectly any employee of
the Company to terminate employment with the Company or to work for me or any
other person or entity.


 


5.                                       Covenant of Exclusivity and
Not to Compete.  During the period of my employment with the
Company, I will not engage in any other professional employment or consulting
or directly or indirectly participate in or assist any business or activity
that conflicts with my obligations regarding competitive activity as provided
in my Employment Agreement with the Company.


 


6.                                       Miscellaneous Provisions.


 


a.                                       Successors and Assignees; Assignment.  All
representations, warranties, covenants and agreements of the parties shall bind
their respective heirs, executors, personal representatives, successors and
assignees (“transferees”) and shall inure to the benefit of their respective
permitted transferees.  The Company shall
have the right to assign any or all of its rights and to delegate any or all of
its obligations hereunder. Employee shall not have the right to assign any
rights or delegate any obligations hereunder without the prior written consent
of the Company or its transferee.


 


b.                                      Number and Gender; Headings.  Each
number and gender shall be deemed to include each other number and gender as
the context may require.  The headings
and captions contained in this Agreement shall not constitute a part thereof
and shall not be used in its construction or interpretation.


 


c.                                       Severability.  If
any provision of this Agreement is found by any court or arbitral tribunal of
competent jurisdiction to be invalid or unenforceable, the invalidity of such
provision shall not affect the other provisions of this Agreement and all
provisions not affected by the invalidity shall remain in full force and
effect.


 


4





















 


d.                                      Amendment and Modification.  This
Agreement may be amended or modified only by a writing executed by the
President of the Company and Employee.


 


e.                                       Government Law.  The
laws of California shall govern the construction, interpretation and
performance of this Agreement and all transactions under it.


 


f.                                         Remedies.  I acknowledge that my
failure to carry out any obligation under this Agreement, or a breach by me of
any provision herein, will constitute immediate and irreparable damage to the
Company, which cannot be fully and adequately compensated in money damages and
which will warrant preliminary and other injunctive relief, an order for
specific performance, and other equitable relief.  I further agree that no bond or other security
shall be required in obtaining such equitable relief and I hereby consent to
the issuance of such injunction and to the ordering of specific
performance.  I also understand that
other action may be taken and remedies enforced against me.


 


g.                                      Mediation and Arbitration.  This Agreement is subject to the Mutual
Agreement to Mediate and Arbitrate Claims attached to the Amended and Restated
Employment Agreement between me and the Company, incorporated into this
Agreement by this reference.


 


h.                                      Attorneys’ Fees. 
Unless otherwise set forth in the Mutual Agreement to Mediate and
Arbitrate Claims between Employee and the Company, should either I or
the Company, or any heir, personal representative, successor or permitted
assign of either party, resort to arbitration or legal proceedings to enforce
this Agreement, the prevailing party (as defined in California statutory law)
in such proceeding shall be awarded, in addition to such other relief as may be
granted, reasonable attorneys’ fees and costs incurred in connection with such
proceeding.


 


i.                                          No Effect on Other Terms or Conditions of
Employment.  I acknowledge that this Agreement does not
affect any term or condition of my employment except as expressly provided in
this Agreement, and that this Agreement does not give rise to any right or
entitlement on my part to employment or continued employment with the
Company.  I further acknowledge that this
Agreement does not affect in any way the right of the Company to terminate my employment.


 


j.                                          Legal Representation; Advice of Counsel.  The
law firm of Fisher Thurber LLP has prepared this Agreement on behalf of
the Company based on its instructions. 
Fisher Thurber LLP does not represent any other party to this
Agreement.  In executing this Agreement,
I represent that I have neither requested nor been given legal advice or
counsel by Fisher Thurber LLP or any of its attorneys. I am aware of my right
to obtain separate legal counsel with respect to the negotiation and execution
of this Agreement and acknowledge that Fisher Thurber LLP has recommended that
I retain my own counsel for such purpose. I further acknowledge that I (i) have
read and understand this Agreement and its exhibits; (ii) have had the
opportunity to retain separate counsel in connection with the negotiation and
execution of this Agreement; and (iii) have relied on the advice of
separate counsel with respect to this Agreement or made the conscious decision
not to retain counsel in connection with the negotiation and execution of this
Agreement.


 


k.                                       Counterparts.  This Agreement may be executed in
counterparts, each of which will be deemed an original copy of this Agreement
and all of which, when taken together,


 


5





















 


will be deemed to constitute one and the same agreement. The exchange
of copies of this Agreement and of signature pages by facsimile
transmission shall constitute effective execution and delivery of this
Agreement as to the parties and may be used in lieu of the original Agreement
for all purposes. Signatures of the parties transmitted by facsimile shall be
deemed to be their original signatures for all purposes


 


My signature below signifies that I have read,
understand and agree to this Agreement.


 


 


	
   

  	
    /s/ Tyler M. Dylan

  	
   

  
	
   

  	
  Tyler M. Dylan

  
	
   

  
	
  ACCEPTED AND AGREED TO:

  
	
   

  
	
  Aries Ventures Inc.,

  
	
  a Nevada corporation

  
	
   

  
	
  By:

  	
    /s/ Christopher Reinhard

  	
   

  
	
   

  	
  Christopher Reinhard, President

  
					



 


6





















 


EXHIBIT A


 


California
Labor Code


 


§ 2870.  Invention on Own Time-Exemption from
Agreement.


 


(a)                                  Any provision in an employment agreement
which provides that an employee shall assign, or offer to assign, any of his or
her rights in an invention to his or her employer shall not apply to an
invention that the employee developed entirely on his or her own time without
using the employer’s equipment, supplies, facilities, or trade secret
information expect for those inventions that either:


 


(1)                                  Relate at the time of conception or reduction
to practice of the invention to the employer’s business, or actual or
demonstrably anticipated research or development of the employer; or


 


(2)                                  Result from any work performed by the
employee for the employer.


 


(b)                                 To the extent a provision in an employment
agreement purports to require an employee to assign an invention otherwise
excluded from being required to be assigned under subdivision (a), the
provision is against the public policy of this state and is unenforceable.


 


§ 2871.  Restrictions on Employer for Condition of
Employment.


 


No employer shall require a provision made void or
unenforceable by Section 2870 as a condition of employment or continued
employment.  Nothing in this article shall
be construed to forbid or restrict the right of an employer to provide in
contracts of employment for disclosure, provided that any such disclosures be
received in confidence, of all of the employee’s inventions made solely or
jointly with others during the period of his or her employment, a review
process by the employer to determine such issues as may arise, and for full
title to certain patents and inventions to be in the United States, as required
by contracts between the employer and the United States or any of its agencies.


 


1





















 


EXHIBIT B


 


Except as set forth below, Employee represents to
the Company that there are no other contracts to assign Inventions now in
existence between Employee and any other person or entity (see Section l(d) of
the Agreement):


 


1





















 


EXHIBIT C


 


Set forth below is a brief description of all
Inventions made or conceived by Employee prior to Employee’s employment with
the Company, which Employee desires to be excluded from this Agreement (see Section l(d) of
the Agreement):


 


1





















 


ATTACHMENT
#3


 


FORM OF


SEPARATION
AGREEMENT AND GENERAL RELEASE OF CLAIMS


 


This Separation Agreement and General Release
of Claims (“Agreement”) is entered into by and between Tyler M. Dylan (“Former
Employee”) and Aries Ventures Inc., a Nevada corporation (“Company”).


 


RECITALS


 


A.                                   Former Employee’s
employment with the Company terminated effective on                               .


 


B.                                     Former Employee
and Company desire to settle and compromise any and all possible claims between
them arising out of their relationship to date, including Former Employee’s
employment with the Company, and the termination of Former Employee’s
employment with the Company, and to provide for a general release of any and
all claims relating to Former Employee’s employment and its termination.


 


NOW, THEREFORE, incorporating the above recitals, and for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:


 


AGREEMENT


 


1.                                       Separation
Payment by Company.  In consideration
of Former Employee’s promises and covenants contained in this Agreement, the
Company agrees to pay Former Employee the gross sum of                                           
and     /100 dollars ($                              ),
which amount represents a severance benefit in the amount of                                             
and                                                                             ,
less all applicable withholdings and 
deductions.


 


2.                                       Release.


 


(a)  Former Employee does hereby
unconditionally, irrevocably and absolutely release and discharge the Company,
its directors, officers, employees, volunteers, agents, attorneys,
stockholders, insurers, successors and/or assigns and any related, parent or
subsidiary entity, from any and all losses, liabilities, claims, demands,
causes of action, or suits of any type, whether in law and/or in equity,
related directly or indirectly or in any way in connection with any transaction,
affairs or occurrences between them to date, including, but not limited to,
Former Employee’s employment with the Company and the termination of said
employment. Former Employee agrees and understands that this Agreement applies,
without limitation, to all wage claims, tort and/or contract claims, claims for
wrongful termination, and claims arising under Title VII of the Civil Rights
Act of 1991, the Americans with Disabilities Act, the Age Discrimination in
Employment Act, the Equal Pay Act, the California Fair Employment and Housing
Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the
California


 


1





















 


Labor Code, any and all federal or state statutes or provisions
governing discrimination in employment, and the California Business and
Professions Code.


 


(b)  Former Employee irrevocably and
absolutely agrees that Former Employee will not prosecute nor allow to be
prosecuted on Former Employee’s behalf in any administrative agency, whether
federal or state, or in any court, whether federal or state, any claim or
demand of any type related to the matters released above, it being an intention
of the parties that with the execution by Former Employee of this Agreement,
the Company, its officers, directors, employees, volunteers, agents, attorneys,
stockholders, successors and/or assigns and all related, parent or subsidiary
entities will be absolutely, unconditionally and forever discharged of and from
all obligations to or on behalf of Former Employee related in any way to the
matters discharged herein.


 


3.                                       Confidentiality.


 


(a)  Former Employee agrees that all
matters relative to this Agreement shall remain confidential. Accordingly,
Former Employee hereby agrees that Former Employee shall not discuss, disclose
or reveal to any other persons, entities or organizations, whether within or
outside of the Company, with the exception of Former Employee’s legal counsel,
financial, tax and business advisors, and such other persons as may be
reasonably necessary for the management of the Former Employee’s affairs, the
terms, amounts and conditions of settlement and of this Agreement.
Notwithstanding the above, Former Employee acknowledges that Company may be
required to disclose certain terms, aspects or conditions of this Agreement
and/or Former Employee’s termination of employment in the Company’s public
filings made with the United States Securities and Exchange Commission and
Former Employee hereby expressly consents to any such required disclosures.


 


(b)  Former Employee shall not make,
issue, disseminate, publish, print or announce any news release, public
statement or announcement with respect to these matters, or any aspect thereof,
the reasons therefore and the terms or amounts of this Agreement.


 


4.                                       Return of
Documents and Equipment.  Former
Employee represents that Former Employee has returned to the Company all
Company Property (as such term is defined in that certain Confidential
Information and Invention Assignment Agreement, Covenant of Exclusivity and
Covenant Not To Compete by and between Former Employee and Company). In the
event Former Employee has not returned all Company Property, Former Employee
agrees to reimburse the Company for any reasonable expenses it incurs in an
effort to have such property returned. These reasonable expenses include
attorneys’ fees and costs.


 


5.                                       Civil Code Section 1542
Waiver.


 


(a)  Former Employee expressly accepts
and assumes the risk that if facts with respect to matters covered by this
Agreement are found hereafter to be other than or different from the facts now
believed or assumed to be true, this Agreement shall nevertheless remain
effective. It is understood and agreed that this Agreement shall constitute a
general release and shall be effective as a full and final accord and
satisfaction and as a bar to all actions, causes of


 


2





















 


action, costs, expenses, attorneys’ fees, damages, claims and
liabilities whatsoever, whether or not now known, suspected, claimed or
concealed pertaining to the released claims. Former Employee acknowledges that
Former Employee is familiar with California Civil Code §1542, which provides
and reads as follows:


 


“A general release does not extend to claims
which the creditor does not know of or suspect to exist in his favor at the
time of executing the release, which if known by him must have materially
affected his settlement with the debtor.”


 


(b)  Former Employee expressly waives
and relinquishes any and all rights or benefits which Former Employee may have
under, or which may be conferred upon Former Employee by the provisions of
California Civil Code §1542, as well as any other similar state or federal
statute or common law principle, to the fullest extent that Former Employee may
lawfully waive such rights or benefits pertaining to the released claims.


 


6.                                       OWBPA
Provisions.  In the event Former
Employee is forty (40) years old or older, in accordance with the Older Workers’
Benefit Protection Act of 1990, Former Employee is aware of and acknowledges
the following: (i) Former Employee has the right to consult with an
attorney before signing this Agreement and has done so to the extent desired; (ii) Former
Employee has twenty-one (21) days to review and consider this Agreement, and Former
Employee may use as much of this twenty-one (21) day period as Former Employee
wishes before signing; (iii) for a period of seven (7) days following
the execution of this Agreement, Former Employee may revoke this Agreement, and
this Agreement shall not become effective or enforceable until the revocation
period has expired; (iv) this Agreement shall become effective eight (8) days
after it is signed by Former Employee and the Company, and in the event the
parties do not sign on the same date, this Agreement shall become effective
eight (8) days after the date it is signed by Former Employee.


 


7.                                       Entire
Agreement.  The parties declare and
represent that no promise, inducement or agreement not herein expressed has
been made to them and that this Agreement contains the entire agreement between
and among the parties with respect to the subject matter hereof, and that the
terms of this Agreement are contractual and not a mere recital. This Agreement
supersedes any and all other agreements, either oral or in writing, between the
parties with respect to the subject matter hereof.


 


8.                                       Applicable
Law.  This Agreement is entered into
in the State of California. The validity, interpretation, and performance of
this Agreement shall be construed and interpreted according to the laws of the
State of California.


 


9.                                       Agreement as
Defense.  This Agreement may be
pleaded as a full and complete defense and may be used as the basis for an
injunction against any action, suit or proceeding which may be prosecuted,
instituted or attempted by either party in breach thereof.


 


10.                                 Severability.  If any provision of this Agreement, or part
thereof, is held invalid, void or voidable as against public policy or
otherwise, the invalidity shall not affect other


 


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provisions, or parts thereof, which may be given effect without the
invalid provision or part. To this extent, the provisions, and parts thereof,
of this Agreement are declared to be severable.


 


11.                                 No Admission of
Liability.  It is understood that
this Agreement is not an admission of any liability by any person, firm,
association or corporation.


 


12.                                 Counterparts.  This Agreement may be executed in
counterparts, each of which will be deemed an original copy of this Agreement and
all of which, when taken together, will be deemed to constitute one and the
same agreement. The exchange of copies of this Agreement and of signature pages by
facsimile transmission shall constitute effective execution and delivery of
this Agreement as to the parties and may be used in lieu of the original
Agreement for all purposes. Signatures of the parties transmitted by facsimile
shall be deemed to be their original signatures for all purposes.


 


13.                                 Representation of
No Assignment.  The parties represent
and warrant that they have not heretofore assigned, transferred, subrogated or
purported to assign, transfer or subrogate any claim released herein to any
person or entity.


 


14.                                 Cooperation.  The parties hereto agree that, for their
respective selves, heirs, executors and assigns, they will abide by this
Agreement, the terms of which are meant to be contractual, and further agree
that they will do such acts and prepare, execute and deliver such documents as
may reasonably be required in order to carry out the objectives of this
Agreement.


 


15.                                 Arbitration.  Any dispute arising out of or relating to
this Agreement shall be resolved pursuant to that certain Mutual Agreement to Mediate and Arbitrate
Claims made and entered into effective as of October 20, 2005, by and
between the Company and Former Employee.


 


17.                                 Legal Representation; Independent
Counsel. 
The law firm of Fisher Thurber LLP has prepared this Agreement on behalf
of the Company based on the Company’s instructions. Fisher Thurber LLP does not
represent any other party to this Agreement. 
In executing this Agreement, Former Employee represents that Former Employee has neither requested
nor been given legal advice or counsel by Fisher Thurber LLP or any of its
attorneys.  Former Employee is aware of
Former Employee’s right to obtain separate legal counsel with respect to the
negotiation and execution of this Agreement and acknowledges that Fisher
Thurber LLP has recommended that Former Employee retain Former Employee’s own
counsel for such purpose. Former Employee further acknowledges that Former
Employee (i) has read and understands this Agreement; (ii) has had
the opportunity to retain separate counsel in connection with the negotiation
and execution of this Agreement; and (iii) has relied on the advice of
separate counsel with respect to this Agreement or made the conscious decision
not to retain counsel in connection with the negotiation and execution of this
Agreement.


 


18.                                 Further
Acknowledgements. Each party represents and acknowledges that it is not
being influenced by any statement made by or on behalf of the other party to
this Agreement. Former Employee and the Company have relied and are relying
solely upon his, her or its own judgment, belief and knowledge of the nature,
extent, effect and consequences relating to this


 


4





















 


Agreement and/or upon the advice of their own legal counsel concerning
the consequences of this Agreement.


 


IN WITNESS WHEREOF, the undersigned have
executed this Agreement on the date(s) shown below.


 


	
  FORMER EMPLOYEE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Tyler M. Dylan

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Executed in :

  	
   

  	
   , California

  	
   

  
	
   

  	
  (City)

  	
   

  
	
   

  	
   

  
	
  COMPANY

  	
   

  
	
   

  	
   

  
	
  Aries Ventures Inc.,

  	
   

  
	
  a Nevada corporation

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  	
   

  
	
   

  	
   

  
	
  Printed Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Executed in :

  	
   

  	
   , California

  	
   

  
	
   

  	
  (City)

  	
   

  
											



 


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