ex10-2.htm


    
      Exhibit
10.2 – Employment Agreement between Materials and Jeannette
Benavides

      


      EMPLOYMENT
AGREEMENT

      FOR
Jeannette Benavides

      


      


      


      This
Employment Agreement (the "Agreement") is made and effective this NOVEMBER
1ST,
2007,

      


      


      
        	
                BETWEEN:

              	
                Jeannette Benavides.
      (the "Employee"), an individual with her main address
  at:

              
	 
      	 
      
	 
      	
                4660
      West Braddock Rd

              
	
              	

                Alexandria,
      VA 22311

              
	 
      	 
      
	 
      	 
      
	
                AND:

              	
                Nanotailor, Inc. (the
      "Company"), an entity organized and existing under the laws of the
      Delaware, with its head office located at:

              
	 
      	 
      
	 
      	
                701
      Brazos, Suite 500

              
	 
      	
                Austin,
      Texas, 78701

              


      

      


      RECITALS

      


      In
consideration of the covenants and agreements contained herein and the moneys to
be paid hereunder, the Company hereby employs the Employee and the Employee
hereby agrees to perform services as requested by the Company, upon the
following terms and conditions:

      


      


      
        	
                1.

              	
                TERM

              


      

      


      The
Company hereby employs the Employee to serve as the Director of Nanotechnology
Research and to serve in such additional or different position or positions as
the Company may determine in its sole discretion. This Agreement shall commence
effective as of November 1st, 2007
and shall continue in effect for a period of two (2) years ("Employment
Period"); unless terminated earlier, by Company or Employee, upon prior written
notice.  Further, if a change of control (as defined herein) of the Company
shall have occurred during the Employment Period, this Agreement shall continue
in effect.

      


      The
effective date of this Agreement shall be the date first set forth above, and it
shall continue in effect until the earlier of:

      
        	 
      	 
      
	
                A.

              	
                The
      effective date of any subsequent employment agreement between the Company
      and the Employee; or

              
	 
      	 
      
	
                B.

              	
                The
      effective date of any termination of employment as provided elsewhere
      herein.

              


      

      


      


      
        	
                2.

              	
                DUTIES
      AND RESPONSIBILITIES

              


      

      


      Employee
shall report directly to the Chief Executive Officer (CEO) or other officers
from time to time as requested by the CEO.

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      The
Employee shall serve as the Director of Nanotechnology Research.  The
primary role of the Employee shall be to identify and develop grants for funding
innovative nanotechnology research projects in disciplines that 1) provide
improvement to or development of new types of Single-Walled carbon nanotubes; 2)
provide improvement to or development of applications that Nanotailor can
incorporate its products within; or 3) areas of research that are of interest of
the Employee that are approved in writing by the CEO.   The
Employee shall use at least 80% of her time to complete this primary
role.

      


      The
Employee shall also provide assistance with the commercialization and scale-up
of the Single-Walled carbon nanotube production process Nanotailor has licensed
from NASA.  The secondary role shall encompass 20% of the Employee’s
time, unless otherwise requested by the CEO.

      


      The
Employee shall also be required to perform other duties as assigned from time to
time by the CEO or other officers from time-to-time as requested by the
CEO.  The amount of time the Employee shall allocated to this is
variable and on an as-needed and as-requested basis.


      


      
        	
                3.

              	
                LOCATION

              


      

      


      The
initial principal location at which Executive shall perform services for the
Company shall be in Washington, D.C.  Relocation to Austin, TX is not
necessary at this time, however the Company may periodically ask Employee to
visit corporate offices in Austin, Texas for several days if
needed.

      


      


      
        	
                4.

              	
                ACCEPTANCE
      OF EMPLOYMENT

              


      

      


      Employee
accepts employment with the Company upon the terms set forth above and agrees to
devote all Employee ‘s time, energy and ability to the interests of the Company,
and to perform Employee ‘s duties in an efficient, trustworthy and business-like
manner.

      


      


      
        	
                5.

              	
                DEVOTION
      OF TIME TO EMPLOYMENT

              


      

      


      The
Employee shall devote the Employee's best efforts and substantially all of the
Employee's working time to performing the duties on behalf of the Company. The
Employee shall provide services during the normal business hours of the Company
as determined by the Company. Reasonable amounts of time may be allotted to
personal or outside business, charitable and professional activities and shall
not constitute a violation of this Agreement provided such activities do not
materially interfere with the services required to be rendered hereunder and are
not related to the production of or the integration of carbon nanotubes or
carbon nanotube substitutes.

      


      
        	
                6.

              	
                QUALIFICATIONS

              


      

      


      OMITTED

      


      
        	
                7.

              	
                COMPENSATION

              


      

      


      
        	
              	
                7.1

              	
                Base
      Salary and Considerations

              


      

      Employee
shall be paid a base salary (“Base Salary”) at a monthly rate of $6,000 per
month until such time that the Company has been properly capitalized >
$5,000,000.  At such time the Employee shall be entitled to a Base
Salary at a monthly rate of at least $9,000.  The Employee shall be
payable consistent with Company’s payroll practices. The Employee shall receive
a sign on bonus of $3,000 to be paid within 30 calendar day from joining the
Company full-time. In consideration of the services under this Agreement,
Employee shall be paid the aggregate of basic compensation, bonus and benefits
as hereinafter set forth.

      


      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
        	
              	
                7.2

              	
                Payment

              


      

      Payment
of all compensation to Employee hereunder shall be made in accordance with the
relevant Company policies in effect from time to time, including normal payroll
practices.

      


      


      
        	
              	
                7.3

              	
                Bonus

              


      

      On an
annual basis the CEO shall evaluate the Employee and make a determination if the
Employee is to receive a performance Bonus.   The Bonus is
dependent on the Employee’s performance during the past calendar year and the
financial condition of the Company.

      


      
        	
              	
                7.4

              	
                Non-Deductible
      Compensation

              


      

      In the
event a deduction shall be disallowed by the Internal Revenue Service or a court
of competent jurisdiction
for federal income tax purposes for all or any part of the payment made to the
Employee by the Company or any other shareholder or Employee of the Company,
shall be required by the Internal Revenue Service to pay a deficiency on account
of such disallowance, then the Employee shall repay to the Company or such other
individual required to make such payment, an amount equal to the tax imposed on
the disallowed portion of such payment, plus any and all interest and penalties
paid with respect thereto. The Company or other party required to make payment
shall not be required to defend any proposed disallowance or other action by the
Internal Revenue Service or any other state, federal, or local taxing
authorities.

      


      
        	
              	
                7.5

              	
                Withholding

              


      

      All sums
payable to the Employee under this Agreement will be reduced by all federal,
state, local, and other withholdings and similar taxes and payments required by
applicable law.

      


      


      
        	
                8.

              	
                OTHER
      EMPLOYMENT BENEFITS

              


      

      


      
        	
              	
                8.1

              	
                Business
      Expenses

              


      

      Upon
submission of itemized expense statements in the manner specified by the
Company, Employee shall be entitled to reimbursement for reasonable travel and
other reasonable business expenses duly incurred by the Employee in the
performance of her duties under this Agreement.

      


      
        	
              	
                8.2

              	
                Benefit
      Plans

              


      

      At this
time the Company does not provide medical benefits for its
employees.  It is anticipated that the Company shall provide at least
basic medical benefits for its employees within the next 6 months. Should the
company provide such benefits, the Employee shall be able to participate in
these benefits.

      


      
        	
              	
                8.3

              	
                Vacation

              


      

      Employee
shall be entitled to 3 weeks of paid vacation each year of full employment,
exclusive of legal holidays, as long as the scheduling of Employee‘s vacation
does not interfere with the Company’s normal business
operations.  After Employee completes second year of employment,
Employee will receive 4 weeks of paid vacation.

      


      
        	
              	
                8.4

              	
                Stock
      Options.

              


      

      Should
the Company form an employee stock option plan (ESOP), Employee is able to
participate in this program, based on the guidelines specified as part of the
ESOP.  The Company does not currently have an ESOP
program.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
 

      
        	
                9.

              	
                PROFESSIONAL
      FEES

              


      

      


      The
Company shall have exclusive authority to determine the fees, or a procedure for
establishing the fees, to be charged by the Company. All sums paid to the
Employee or the Company in the way of fees or otherwise for services of the
Employee, shall, except as otherwise specifically agreed by the Company, be and
remain the property of the Company and shall be included in the Company's name
in such checking account or accounts as the Company may from time to time
designate.

      


      


      


      
        	
                10.

              	
                CLIENTS
      AND CLIENT RECORDS

              


      

      
The
Company shall have the authority to determine who will be accepted as clients of
the Company, and the Employee recognizes that such clients accepted are clients
of the Company and not the Employee. The Company shall have the authority to
designate, or to establish a procedure for designating which professional
Employee of the Company will handle each such client. All client records and
files of any type concerning clients of the Company shall belong to and remain
the property of the Company, notwithstanding the subsequent termination of this
Agreement.

      


      


      
        	
                11.

              	
                POLICIES
      AND PROCEDURES

              


      

      


      The
Company shall have the authority to establish from time to time the policies and
procedures to be followed by the Employee in performing services for the
Company. Employee shall abide by the provisions of any contract entered into by
the Company under which the Employee provides services. Employee shall comply
with the terms and conditions of any and all contracts entered by the
Company.

      


      


      
        	
                12.

              	
                TERMINATION
      OF EMPLOYMENT

              


      

      


         
12.1  For Cause

      Notwithstanding
anything herein to the contrary, the Company may terminate Employee’s employment
hereunder for cause for any one of the following reasons: 1) conviction of
a felony, any act involving moral turpitude, or a misdemeanor where imprisonment
is imposed, 2) commission of any act of theft, fraud, dishonesty, or
falsification of any employment or Company records, 3) improper disclosure
of the Company’s confidential or proprietary information, 4) any action by
the Employee which has a detrimental effect on the Company’s reputation or
business, 5) Employee ‘s failure or inability to perform any reasonable
assigned duties after written notice from the Company of, and a reasonable
opportunity to cure, such failure or inability, 6) any breach of this
Agreement, which breach is not cured within Sixty days following written notice
of such breach, 7) a course of conduct amounting to gross incompetence,
8) chronic and unexcused absenteeism, 9) unlawful appropriation of a
corporate opportunity, or 10) misconduct in connection with the performance
of any of Employee’s duties, including, without limitation, misappropriation of
funds or property of the Company, securing or attempting to secure personally
any profit in connection with any transaction entered into on behalf of the
Company, misrepresentation to the Company, or any violation of law or
regulations on Company premises or to which the Company is subject. Upon
termination of Employee ‘s employment with the Company for cause, the Company
shall be under no further obligation to Employee, except to pay all accrued but
unpaid base salary and accrued vacation to the date of termination
thereof.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      12.2  Without
Cause

      The
Company may terminate Employee ‘s employment hereunder at any time without
cause, provided, however, that Employee shall be entitled to severance pay in
the amount of 2 weeks of Base Salary in addition to accrued but unpaid Base
Salary and accrued vacation, less deductions required by law, but if, and only
if, Employee executes a valid and comprehensive release of any and all claims
that the Employee may have against the Company in a form provided by the Company
and Employee executes such form within 30 days of tender.

      


      12.3  Resignation

      Upon
termination of employment, Employee shall be deemed to have resigned from the
Company.

      


      12.4  Cooperation

      After
notice of termination, Employee shall cooperate with the Company, as reasonably
requested by the Company, to effect a transition of Employee’s responsibilities
and to ensure that the Company is aware of all matters being handled by
Employee.

      


      12.5  Compensation
After Notice of Termination

      After
notice of termination has been given by either Company or Employee, as provided
in this Article, Employee shall be entitled to receive the compensation provided
for in this Agreement until the notice period has expired. It is understood that
after the written notice is given by either Company or Employee, Employee shall
continue to devote substantially all of the Employee's time to the Employee's
normal services for the Company during the notice period, with sufficient time
allowed, in the sole discretion of the Company, for Employee to seek new
employment.

      


      
        	
                13.

              	
                DISABILITY
      OF EMPLOYEE

              


      

      


      The
Company may terminate this Agreement without liability if Employee shall be
permanently prevented from properly performing his essential duties hereunder
with reasonable accommodation by reason of illness or other physical or mental
incapacity for a period of more than 120 consecutive days. Upon such
termination, Employee shall be entitled to all accrued but unpaid Base Salary
and vacation.

      


      13.1  Definitions

      For
purposes of this Agreement, whenever used in this Article 14:

      


      "Total disability" shall mean
that the Employee is unable, mentally or physically, whether it be due to
sickness, accident, age or other infirmity, to engage in any aspect of the
Employee's normal duties as set forth in this Agreement.

      


      "Partial disability" shall
mean that the Employee is able to perform, to some extent, on behalf of the
Company, the particular services in which the Company specializes, and which the
Employee previously performed for the Company, but that the Employee is unable,
mentally or physically, to devote the same amount of time to such services as
was devoted prior to the occurrence of such sickness or accident.

      


      "Normal monthly salary" shall
mean the salary which the Employee is being paid by the Company per month as of
the commencement date of the period of disability, as specified hereinabove or
as determined by the Board of Directors pursuant to the terms
hereof.

      


      13.2  Total
Disability

      During a
single period of total disability of the Employee, the Employee shall be
entitled to receive from the Company, the Employee's normal monthly salary for
the shorter of first three (3) months of disability or until any disability
insurance policy available through the Employee’s employment begins to pay
benefits. If the single period of disability should continue beyond three (3)
months, the Employee shall receive only such amount as the Employee shall be
entitled to receive under disability insurance coverage on the Employee, if
any.

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


      13.3  Partial
Disability

      During a
period of partial disability of the Employee, the Employee shall receive an
amount of compensation computed as follows:

      


      That
portion of the Employee's normal monthly basic compensation which bears the same
ratio to the Employee's normal monthly basic compensation as the amount of time
which the Employee is able to devote to the usual performance of services on
behalf of the Company during such period bears to the total time the Employee
devoted to performing such services prior to the commencement date of the single
period of disability, and

      


      Such
amount shall be calculated by multiplying the Employee’s basic compensation by a
fraction, the numerator of which shall be the percentage of normal services that
the Employee is able to perform and the denominator which shall be the total
services that the Employee is able to perform absent the partial
disability.

      


      13.4  Combination
of Total and Partial Disability

      If a
single period of disability of the Employee consists of a combination of total
disability and partial disability, the maximum total disability compensation to
which the Employee shall be entitled from the Company under this disability
provision shall not exceed an amount equal to one (1) times the Employee's
normal monthly basic compensation.

      


      13.5  Broken
Periods of Disability

      A period
of disability may be continuous or broken. If broken into partial periods of
disability which are separated by intervening periods of work, there shall be
aggregated together all of such successive partial periods of disability except
any period prior to the time when any single period of work extends for six
months or longer; and such aggregated periods of disability shall be treated as
a single period in determining the amount of disability compensation to which an
Employee shall be entitled under any provision of this Section.

      


      13.6  Termination
Due to Disability

      If and
when the period of total or partial disability of the Employee totals 12 months,
the Employee's employment with the Company shall automatically terminate.
Notwithstanding the foregoing, if the disabled Employee and the Company agree,
the disabled Employee may thereafter be employed by the Company upon such terms
as may be mutually agreeable.

      


      13.7  Commencement
Date of Disability

      The
commencement date of a period of disability, whether it be a continuous period
or the aggregate of successive partial periods, shall be the first day on which
the Employee is disabled.

      


      13.8  Dispute
Regarding Existence of Disability

      Any
dispute regarding the existence, extent or continuance of the disability shall
be resolved by the determination of a majority of three (3) competent
physicians, one (1) of whom shall be selected by the Company, one (1) of whom
shall be selected by the Employee and the third (3rd) of whom shall be selected
by the other two (2) physicians so selected.

      


      13.9  Death
of Employee

      In the
event the Employee shall die during the term hereof, the Company shall pay to
the Employee's surviving spouse, or if the Employee shall leave no surviving
spouse, then to the Employee's estate, 6 weeks of Base Salary in addition to
accrued but unpaid Base Salary and accrued vacation, less deductions required by
law.

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      
        	
                14.

              	
                CONFIDENTIAL
      INFORMATION AND INVENTION
ASSIGNMENTS

              


      

      


      Employee recognizes and
acknowledges that all records with respect to clients, business associates,
customer or referral lists, contracting parties and referral sources of the
Company, and all personal, financial and business and proprietary information of
the Company, its Executives, officers, directors and shareholders obtained by
the Employee during the term of this Agreement and not generally known in the
public (the "Confidential Information") are valuable, special and unique and
proprietary assets of the Company's business. The Employee hereby agrees that
during the term of this Agreement and 2 years following the termination of this
Agreement, whether the termination shall be voluntary or involuntary, or with or
without cause, or whether the termination is solely due to the expiration of the
term of this Agreement, the Employee will not at any time, directly or
indirectly, disclose any Confidential Information, in full or in part, in
written or other form, to any person, firm, Company, association or other
entity, or utilize the same for any reason or purpose whatsoever other than for
the benefit of and pursuant to authorization granted by the Company.
"Confidential Information" shall also include any information (including, but
not limited to, technical or non-technical data, a formula, a pattern, a
compilation, a program, a device, a method, a technique, a drawing, a process,
financial data, financial plans, product plans, or a list of actual or potential
customers) that: (i) derives economic value, actual or potential, 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; and (ii)
is the subject of efforts that are reasonable under the circumstances to
maintain its secrecy. In the case of Company's business, Company's Trade Secrets
include (without limitation) information regarding names and addresses of any
customers, sales personnel, account invoices, training and educational manuals,
administrative manuals, prospective customer leads, in whatever form, whether or
not computer or electronically accessible "on-line."

      


      
        	
                15.

              	
                EXCLUSIVE
      EMPLOYMENT

              


      

      


      During employment with the
Company, Employee will not do anything to compete with the Company’s present or
contemplated business. Employee will not enter into any agreement which
conflicts with his duties or obligations to the Company. Employee will not
during his employment or within 12 months after it ends, without the Company’s
express written consent, directly or indirectly, solicit or encourage any
Employee, agent, independent contractor, supplier, customer, consultant or any
other person or company to terminate or alter a relationship with the
Company.

      


      Furthermore, The Employee
covenants and agrees that, except as specifically approved by a resolution of
the Board of Directors of the Employer, she shall devote all of her working time
and give her best endeavors, energies and skills to the discharge of her duties
pursuant to this Employment Agreement, and she shall not, as long as she is in
the employ of the Employer, perform services for any business, or engage in any
other business activity, including but not limited to, as an employee, agent,
partner, associate, joint venturer, consultant, independent contractor or
investor.  Notwithstanding the foregoing provision of this Article 15
of this Employment Agreement the Employee may engage in the following if such
engagement does not interfere with the performance of her duties pursuant to
this Employment Agreement: (i) make and supervise passive investments in
businesses which do not in any manner compete with the Employer and which
investments are equal to no more than a one (1%) percent interest in any such
business, (ii) own shares of any publicly held corporation which does not in any
manner compete with the Employer and which shares are equal to no more than five
(5%) percent of the issued and outstanding shares of such corporation, or (iii)
own shares of any publicly-held corporations which in any manner competes with
the Employer, which shares (a) are equal to no more than three (3%) percent of
the issued and outstanding shares of such corporation, and (b) have a value
equal to no more than five (5%) percent of the Employee’s net
worth.

      


      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
        	
                16.

              	
                GRANT
      OF COMMON STOCK.

              


      

      


      IN ADDITION TO THE
COMPENSATION SET FORTH IN ARTICLE 7 OF THIS EMPLOYMENT AGREEMENT, THE EMPLOYEE
SHALL BE ISSUED FIVE HUNDRED THOUSAND (500,000) SHARES OF COMMON STOCK IN THE
PUBLIC COMPANY WITH WHICH THE EMPLOYER INTENDS TO EFFECT A REVERSE ACQUISITION
(THE “SHARES”).  THE SHARES SHALL BE ISSUED IN THE NAME OF EMPLOYEE ON
THE FIRST DAY AFTER THE REVERSE ACQUISITION BECOMES EFFECTIVE.  IF,
ONE YEAR AFTER THE DATE THE SHARES ARE ISSUED TO EMPLOYEE (I) EMPLOYEE IS THEN
CURRENTLY EMPLOYED BY EMPLOYER AND (II) EMPLOYEE HAS NOT BREACHED ANY OF THE
EMPLOYEE COVENANTS PURSUANT TO ARTICLE 15 AND ARTICLE 12.1 OF THIS EMPLOYMENT
AGREEMENT, THEN EMPLOYEE SHALL BE ENTITLED TO RETAIN THE SHARES. HOWEVER, IF
EITHER (I) EMPLOYEE IS NO LONGER EMPLOYED BY EMPLOYER FOR ANY REASON WHATSOEVER
OR (II) EMPLOYEE HAS BREACHED ANY EMPLOYEE COVENANT PURSUANT TO ARTICLE 15 OR
ARTICLE 12.1 OF THIS EMPLOYMENT AGREEMENT, THEN THE SHARES SHALL BE
CANCELLED.  IF THE SHARES ARE CANCELLED PURSUANT TO THIS ARTICLE 16 OF
THIS EMPLOYMENT AGREEMENT, EMPLOYEE SHALL RECEIVE NO COMPENSATION FOR THE VALUE
OF THE CANCELLED SHARES.  THE CERTIFICATE EVIDENCING THE SHARES ISSUED
TO THE EMPLOYEE WILL BEAR A LEGEND EVIDENCING THE RESTRICTIONS SET FORTH IN THIS
ARTICLE 16 OF THIS EMPLOYMENT AGREEMENT.

      


      
        	
                17.

              	
                HIRING

              


      

      


      The
Employee agrees that during the Employee's employment with the Company and for a
period of twelve months following the termination of this Agreement, whether the
termination shall be voluntary or involuntary, or with or without cause, or
whether the termination is solely due to the expiration of the term of this
Agreement, the Employee will not attempt to hire any other Executive or
independent contractor of the Company or otherwise encourage or attempt to
encourage any other Executive or independent contractor of the Company to leave
the Company's employ with out first gaining consent.

      


      


      
        	
                18.

              	
                CHANGE
      OF CONTROL

              


      

      


      The term
"Change of Control of the Company" shall mean a change in control of a nature
that would be required to be reported in response to Item 5(f) of Schedule 14A
of Regulation 14A promulgated under the Securities Exchange Act of 1934 ("1934
Act) as in effect on the date of this Agreement or, if Item 5(f) is no longer in
effect, any regulations issued by the Securities and Exchange Commission ("SEC")
pursuant to the 1934 Act which serve similar purposes; provided that, without
limitation, such change in control shall be deemed to have occurred if and when
(a) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the
1934 Act) is or becomes a beneficial owner, directly or indirectly, of
securities of the company representing twenty-five percent (25%) or more of the
combined voting power of the Company's then outstanding securities or (b)
individuals who were members of the Board of Directors of the Company
immediately prior to a meeting of the shareholders of the Company involving a
contest for the election of directors shall not constitute a majority of the
Board of Directors following such election.

      


      


      
        	
                19.

              	
                NO
      INCONSISTENT OBLIGATIONS

              


      

      


      Employee
is aware of no obligations, legal or otherwise, inconsistent with the terms of
this Agreement or with his undertaking employment with the Company. Employee
will not disclose to the Company, or use, or induce the Company to use, any
proprietary information or trade secrets of others. Employee represents and
warrants that he or she has returned all property and confidential information
belonging to all prior employers.

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


      
        	
                20.

              	
                ATTORNEYS’
      FEES

              


      

      


      The
parties hereto agree that, in the event of breach or threatened breach of any
covenants of Employee, the damage or imminent damage to the value and the
goodwill of the Company’s business shall be inestimable, and that therefore any
remedy at law or in damages shall be inadequate. Accordingly, the parties hereto
agree that the Company shall be entitled to injunctive relief against Employee
in the event of any breach or threatened breach of any of such provisions by
Employee, in addition to any other relief (including damages) available to the
Company under this Agreement or under law. The prevailing party in any action
instituted pursuant to this Agreement shall be entitled to recover from the
other party its reasonable attorneys’ fees and other expenses incurred in such
action.

      


      In the
event that either party is required to engage the services of legal counsel to
enforce the terms and conditions of this Agreement against the other party,
regardless of whether such action results in litigation, the prevailing party
shall be entitled to reasonable attorneys' fees, costs of legal assistants, and
other costs from the other party, which shall include any fees or costs incurred
at trial or in any appellate proceeding, and expenses and other costs, including
any accounting expenses incurred.

      


      


      
        	
                21.

              	
                GOVERNING
      LAW

              


      

      


      This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York without regard to conflict of law principles.

      


      


      
        	
                22.

              	
                AMENDMENT

              


      

      


      This
Agreement may be amended only by a writing signed by the Employee and by a duly
authorized representative of the Company.

      


      


      
        	
                23.

              	
                SEVERABILITY

              


      

      


      If any
term, provision, covenant or condition of this Agreement, or the application
thereof to any person, place or circumstance, shall be held to be invalid,
unenforceable or void, the remainder of this Agreement and such term, provision,
covenant or condition as applied to other persons, places and circumstances
shall remain in full force and effect.

      


      


      
        	
                24.

              	
                CONSTRUCTION

              


      

      


      The
headings and captions of this Agreement are provided for convenience only and
are intended to have no effect in construing or interpreting this Agreement. The
language in all parts of this Agreement shall be in all cases construed
according to its fair meaning and not strictly for or against the Company or
Employee.

      


      


      
        	
                25.

              	
                RIGHTS
      CUMULATIVE

              


      

      


      The
rights and remedies provided by this Agreement are cumulative, and the exercise
of any right or remedy by either party hereto (or by its successor), whether
pursuant to this Agreement, to any other agreement, or to law, shall not
preclude or waive its right to exercise any or all other rights and
remedies.

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      


      
        	
                26.

              	
                NONWAIVER

              


      

      


      No
failure or neglect of either party hereto in any instance to exercise any right,
power or privilege hereunder or under law shall constitute a waiver of any other
right, power or privilege or of the same right, power or privilege in any other
instance. All waivers by either party hereto must be contained in a written
instrument signed by the party to be charged and, in the case of the Company, by
an officer of the Company (other than Employee) or other person duly authorized
by the Company.

      


      


      
        	
                27.

              	
                NOTICES

              


      

      


      Any and
all notices or other communication provided for herein, shall be given by
registered or certified mail, return receipt requested, in case of the Company
to its principal office, and in the case of the Employee to the Employee's
residence address set forth on the first page of this Agreement or to such other
address as may be designated by the Employee.

      


      


      
        	
                28.

              	
                ASSISTANCE
      IN LITIGATION

              


      

      


      Employee
shall, during and after termination of employment, upon reasonable notice,
furnish such information and proper assistance to the Company as may reasonably
be required by the Company in connection with any litigation in which it or any
of its subsidiaries or affiliates is, or may become a party; provided, however,
that such assistance following termination shall be furnished at mutually
agreeable times and for mutually agreeable compensation.

      


      Arbitration

      


      Any
controversy, claim or dispute arising out of or relating to this Agreement or
the employment relationship, either during the existence of the employment
relationship or afterwards, between the parties hereto, their assignees, their
affiliates, their attorneys, or agents, shall be settled by arbitration in
AUSTIN, TX. Such arbitration shall be conducted in accordance with the then
prevailing commercial arbitration rules of the ASSOCIATION (but the arbitration
shall be in front of an arbitrator, with the following exceptions if in
conflict: (a) one arbitrator shall be chosen by the Employee; (b) each
party to the arbitration will pay its pro rata share of the expenses and fees of
the arbitrator(s), together with other expenses of the arbitration incurred or
approved by the arbitrator(s); and (c) arbitration may proceed in the
absence of any party if written notice of the proceedings has been given to such
party. The parties agree to abide by all decisions and awards rendered in such
proceedings. Such decisions and awards rendered by the arbitrator shall be final
and conclusive and may be entered in any court having jurisdiction thereof as a
basis of judgment and of the issuance of execution for its collection. All such
controversies, claims or disputes shall be settled in this manner in lieu of any
action at law or equity; provided however, that nothing in this subsection shall
be construed as precluding the Company from bringing an action for injunctive
relief or other equitable relief or relief under the Confidential Information
and Invention Assignment Agreement. The arbitrator shall not have the right to
award punitive damages, consequential damages, lost profits or speculative
damages to either party. The parties shall keep confidential the existence of
the claim, controversy or disputes from third parties (other than the
arbitrator), and the determination thereof, unless otherwise required by law or
necessary for the business of the Company. The arbitrator(s) shall be required
to follow applicable law.

      


      IF FOR
ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION,
PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER MATTER INVOLVING THE PARTIES HERETO.

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      
        	
                29.

              	
                SOLICITATION

              


      

      


      The
Employee further agrees that during the term of this Agreement and following the
termination of this Agreement, whether the termination shall be voluntary or
involuntary, or with or without cause, or whether the termination is solely due
to the expiration of the term of this Agreement, the Employee will not, in any
manner or at any time, solicit or encourage any person, firm, Company or other
business entity who are clients, business associates or referral sources of the
Company to cease doing business with the Company or to do business with the
Employee.

      


      


      
        	
                30.

              	
                COVENANTS
      INDEPENDENT

              


      

      


      Each
restrictive covenant on the part of the Employee set forth in this Agreement
shall be construed as a covenant independent of any other covenant or provisions
of this Agreement or any other agreement which the Company and the Employee may
have, fully performed and not executory, and the existence of any claim or cause
of action by the Employee against the Company whether predicated upon another
covenant or provision of this Agreement or otherwise, shall not constitute a
defense to the enforcement by the Company of any other covenant.

      


      
        	
                31.

              	
                INJUNCTIVE
      AND EQUITABLE RELIEF

              


      

      


      Employee
and Company recognize and expressly agree that the extent of damages to Company
in the event of a breach by Employee of any restrictive covenant set forth
herein would be impossible to ascertain, that the irreparable harm arising out
of any breach shall be irrefutably presumed, and that the remedy at law for any
breach will be inadequate to compensate the Company. Consequently, the Employee
agrees that in the event of a breach of any such covenant, in addition to any
other relief to which Company may be entitled, Company shall be entitled to
enforce the covenant by injunctive or other equitable relief ordered by a court
of competent jurisdiction.

      


      


      
        	
                32.

              	
                INDEMNIFICATION

              


      

      


      The
Employee hereby agrees to indemnify and hold the Company and its officers,
directors, shareholders and Executives harmless from and against any loss,
claim, damage or expense, and/or all costs of prosecution or defense of their
rights hereunder, whether in judicial proceedings, including appellate
proceedings, or whether out of court, including without limiting the generality
of the foregoing, attorneys' fees, and all costs and expenses of litigation,
arising from or growing out of the Employee's breach or threatened breach of any
covenant contained herein.

      


      


      
        	
                33.

              	
                ACKNOWLEDGMENT

              


      

      


      The
Employee acknowledges that when this Agreement is concluded, the Employee will
be able to earn a living without violating the foregoing restrictions and that
the Employee's recognition and representation of this fact is a material
inducement to the execution of this Agreement and to Employee's continued
relationship with the Company.

      


      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
        	
                34.

              	
                SURVIVAL
      OF COVENANTS

              


      

      


      All
restrictive covenants contained in this Agreement shall survive the termination
of this Agreement.

      


      


      
        	
                35.

              	
                LIMITATIONS
      ON AUTHORITY

              


      

      


      Without
the express written consent from the Company, the Employee shall have no
apparent or implied authority to: (i) Pledge the credit of the Company or any of
its other Executives; (ii) Bind the Company under any contract, agreement, note,
mortgage or otherwise; (iii) Release or discharge any debt due the Company
unless the Company has received the full amount thereof; or (iv) sell, mortgage,
transfer or otherwise dispose of any assets of the Company.

      


      


      
        	
                36.

              	
                REPRESENTATION
      AND WARRANTY OF EMPLOYEE

              


      

      


      The
Employee acknowledges and understands that the Company has extended employment
opportunities to Employee based upon Employee's representation and warranty that
Employee is in good health and able to perform the work contemplated by this
Agreement for the term hereof.

      


      


      
        	
                37.

              	
                INVALID
      PROVISION; SEVERABILITY

              


      

      


      The
invalidity or unenforceability of a particular provision of this Agreement shall
not affect the other provisions hereof, and the Agreement shall be construed in
all respects as if such invalid or unenforceable provisions were
omitted.

      


      
        	
                38.

              	
                MODIFICATION

              


      

      


      No change
or modification of this Agreement shall be valid unless the same be in writing
and signed by the parties hereto.

      


      


      
        	
                39.

              	
                ENTIRE
      AGREEMENT

              


      

      


      This
Agreement contains the entire agreement and supersedes all prior agreements and
understandings, oral or written, with respect to the subject matter hereof. This
Agreement may be changed only by an agreement in writing signed by the party
against whom any waiver, change, amendment, modification, or discharge is
sought.

      


      


      
        	
                40.

              	
                DISPUTES

              


      

      


      Any
controversy, claim or dispute arising out of or relating to this Agreement or
the employment relationship, either during the existence of the employment
relationship or afterwards, between the parties hereto, their assignees, their
affiliates, their attorneys, or agents, shall be litigated solely in state or
federal court in Austin, TX. Each party (1) submits to the jurisdiction of
such court, (2) waives the defense of an inconvenient forum, (3) agrees
that valid consent to service may be made by mailing or delivery of such service
to the Secretary of State (the “Agent”) or to the party at the party’s last
known address, if personal service delivery can not be easily effected, and
(4) authorizes and directs the Agent to accept such service in the event
that personal service delivery can not easily be effected.

      


      EACH
PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION,
PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER MATTER INVOLVING THE PARTIES HERETO.

      


      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      
 

      IN
WITNESS HEREOF, each party to this Agreement has caused it to be executed on the
date indicated below.

      


      


      


      
        	
                EMPLOYEE

              	
                COMPANY

              
	 
      	 
      
	 
      	 
      
	________________________________	________________________________
	
                Authorized
      Signature

              	
                Authorized
      Signature

              
	________________________________	________________________________
	
                Jeannette
      Benavides

              	
                On
      behalf of Nanotailor

              


      

       

       

       

       

       

       

       

       

       

       

       

      
 

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      APPENDIX
I

      


      Amendments
to Jeannette Benavides Employee Agreement

      


      
        	
                v

              	
                [Redacted}

              


      

      


      


      
        	 
      	 
      
	
                Employee

              	
                Nanotailor,
      Inc

              
	 
      	 
      
	
                /s/
      Jeannette Benavides

              	
                /s/
      Ramon
      Perales            
      

              
	
                Signature

              	
                Signature

              
	 
      	 
      
	
                Jeannette
      Benavides     

              	
                Ramon
      Perales                 

              
	
                Name

              	
                Name

              
	 
      	 
      
	
                2/19/08                             
      

              	
                2/19/08                             
      

              
	
                Date

              	
                Date

              


      

       

       

       

       

       

       

       

       

       

       

       

       

      
 

      
        
          
          

        

        
          14