July 1st, 2012


 


Dear Craig Miller:


 


Flux Power, Inc. and Flux Power Holdings are pleased to offer
you a job as Chief Intellectual Property Officer and Corporate Secretary respectively. Being that you have been a consultant with
the company since its founding we are excited about bringing you onboard.


 


Start Date: August 1, 2012


 


Responsibilities:


 


General Corporate:  Direct, coordinate
and manage all corporate, legal and regulatory matters; negotiating and drafting general contracts including third party
agreements, sales/supply agreements and assist in maintaining customer/vendor supplier relationships; management of external
counsel and general litigation regarding regulatory filings, employment law, claims, devising company policies.  Support
and coordinate equity, customer and merger/acquisition due diligence efforts.


 


Intellectual Property:  Set and implement
Intellectual Property strategy in alignment with the business long-term strategy and technology roadmap. Develop and prosecute
Intellectual Property portfolio including the management of foreign filings to protect company’s market share.  Ensure
company always respects the IP rights of other companies. 


 


Corporate Secretary:  Serve as a focal point
for communication with and between the board of directors, senior management and the company's shareholders, and assist
in the administration of the Board and critical corporate matters. Guide and counsel the chairman, members of the Board,
and other members of senior management, on corporate governance and regulatory matters and facilitate the proper advice
and resources for discharging their fiduciary duties to shareholders under state law. More specific duties include: assist
the Chairman in setting the agenda for board and shareholder meetings, draft official board minutes, manage the annual meetings
of the shareholders and proxy statements, manage corporate records, manage stock transfers and dividends, ensure securities
market listings and compliance with listing standards.


 


Compensation: Should you accept this job offer, you will
be eligible to receive the following beginning on your hire date:


 


Salary: Your annual base salary will be $180,000 paid
in biweekly installments.


 


Bonuses: $10,000 for every $5,000,000 in revenue per
quarter.


 


Benefits: Standard benefits for salaried employees, including
the following (along with those listed in the employee handbook):


		·	Health and dental insurance (100% company paid) for employee and employee’s
family (effective upon start date).



 


		·	Personal time off bank of 15 days in your first year, after one year
service your bank will increase to 20 days.



 


		·	Additional bonuses of stock to be determined.



 


		·	As the company grows and executive packages are provided, your executive
package and compensation will be adjusted accordingly and Additional compensation of shares or otherwise granted to the board
of directors shall also be granted to the corporate secretary.



  


Location & Travel:


Travel will be required occasionally and you are allowed to
work from your home office.


 


 






    	 



    	 



    







 


Reporting:


You will be reporting to Board of Directors and the CEO. On
your first day you must bring proof of eligibility to work in the United States (valid passport or your current driver's license
and your original social security card or birth certificate)..


 


Sincerely,


 


 


Chris Anthony


CEO & Chairman


 


Accept Job Offer


By signing and dating this letter below, I, Craig Miller, accepts
this job offer of Chief Intellectual Property Officer and Corporate Secretary for FLUX Power, Inc. and Flux Power Holdings.


 


Signature:______________________________________
Date: _________________________