Unassociated Document


    EXHIBIT
10.7

     

    EMPLOYMENT
AGREEMENT

     

    THIS EMPLOYMENT AGREEMENT
(this "Agreement"), is
entered into as of April 1, 2008, by and between Waste2Energy, Inc., a Delaware
corporation (the "Company"), and
Christopher d'Arnaud-Taylor (the "Executive").

     

    WHEREAS, Company desires to
employ Executive, and Executive desires to be employed by Company, upon the
terms and conditions hereinafter set forth.

     

    NOW, THEREFORE, in
consideration of the covenants herein contained, and other good and valuable
consideration, the receipt and adequacy of which are hereby forever
acknowledged, the parties, with the intent of being legally bound hereby, agree
as follows:

     

    1.  
Term.
The term of this Agreement shall commence on the first day of April, 2008
(the "Effective Date")
and shall end on the date which is the third anniversary of the Effective
Date unless Executive's employment is terminated earlier in accordance with this
Agreement (the "Initial Term");
provided, however, that the term of this Agreement shall automatically be
extended beyond the Initial Term for a one year period, effective upon the third
anniversary of the Effective Date (the "Renewal Term")
unless either party notifies the other by a date which is ninety (90)
days prior to the expiration of the Initial Term that such party desires not to
extend the Initial Term beyond the third anniversary of the Effective Date. This
Agreement shall continue for successive one-year Renewal Terms unless and until
either party gives ninety (90) days notice to the other of its desire not to
extend further the term of this Agreement beyond the end of the then-current
Renewal Term, or this Agreement is otherwise terminated pursuant to Section 5 hereof. The
term of this Agreement, whether during the Initial Term or any Renewal Term,
shall be referred to as the "Term."

     

    2.   
Position
and Responsibilities.

     

    2.1 Position. Executive
will be employed by Company to render services to Company in the position of
Chairman and Chief Executive Officer, reporting to the Company's Board of
Directors. In that capacity, Executive shall be responsible for Company's
long-term and short-term strategy, which includes, but is not limited to
overseeing the Company's operations, business activities, implementation of its
budgets, and financing strategies. Executive shall also perform such other
duties as may be consistent with Executive's position. Executive shall report
directly to the Board of Directors of Company. Executive shall, in all material
respects, abide by all material and written Company rules, policies, and
practices as adopted or modified, from time to time, in Company's sole
discretion; and Executive shall attempt to use his best efforts in the
performance of his duties hereunder. Executive's principal place of business in
the performance of his duties and obligations under this Agreement shall be in
the New York City metropolitan area. Notwithstanding the preceding sentence,
Executive will engage in such travel and spend such time in other places as may
be necessary or appropriate in furtherance of his duties hereunder.

     

     

    
      
        
        

      

      
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    2.2 Other Activities.
While employed by Company, Executive shall devote at least 80% of his
work time to Company's business utilizing his full, attention, and skill to
perform his assigned duties, services, and responsibilities hereunder, and shall
act at all times in the furtherance of Company's business and interests.
Executive shall not, during the term of this Agreement engage, directly, in any
other business activity which could reasonably be expected to materially
interfere with Executive's duties and responsibilities hereunder or create a
conflict of interest with Company. The foregoing limitations shall not prohibit
Executive from making and managing his personal and family investments in such
form or manner as will neither require Executive's services in the operation or
affairs of the companies. Company acknowledges that Executive will from
time-to-time serve on the boards of corporations, advisory committees, trade
organizations, philanthropic organizations or other entities.

     

    2.3 No Conflict.
Executive represents and warrants that Executive's execution of this
Agreement, Executive's employment with Company, and the performance of
Executive's duties under this Agreement shall not violate any obligations
Executive may have to any other employer, person, or entity, including but not
limited to any obligations with respect to not disclosing any proprietary or
confidential information of any other person or entity.

     

    3.     Compensation and
Benefits.

     

    3.1 Base Salary. In
consideration of the services to be rendered under this Agreement, Company shall
pay Executive an initial base salary of three hundred thousand dollars
($300,000) per annum. ("Base Salary"),
exclusive of Business Expenses as defined in Article 3.5, and in
accordance with Company's standard payroll and expense reimbursement policies.
Executive agrees to draw the Base Salary at the rate of $15,000 per month and
defer the balance until the earlier of December 31, 2008 or when Company
receives more than $1 million in
funding. Executive's Base Salary will be reviewed, from time to time, and may be
adjusted (upward, but not downward) at the discretion of the Board. The first
such review shall be at the earlier of December 31, 2008 or upon the closing
of the second round of capital funding in the amount of $8 million dollars.
Salary shall be paid in arrears on the Is'
and 15th
of each month commencing on the effective date hereof.

     

    3.2 Cashless Warrants. In
consideration of the services to be rendered under this Agreement, Company
hereby grants Executive "cashless" warrants to purchase 2,000,000 shares of
Company's Common Stock at a price of $0.50 per share vested upon execution of
this Agreement. Such Warrants shall be more fully documented in the actual
Warrant agreement. The warrants set forth in this Section 3.1 shall expire on
the tenth (101) anniversary of
the Effective Date.

     

    3.3 Additional Incentives.
Bonuses and Benefits. Executive understands that there are no additional
incentive, bonus or benefits plans in effect at the Effective Date. During the
Employment Period, subject to, and to the extent Executive is eligible under
their respective terms, Executive shall be entitled to receive such fringe
benefits as are, or are from time to time hereafter, generally provided by
Company to Company's employees of comparable status (other than those provided
under or pursuant to separately negotiated individual employment agreements or
arrangements and other than as would duplicate benefits otherwise provided to
Executive)

    under any
pension or retirement plan, disability plan or insurance, group life insurance,
medical insurance, travel accident insurance, or other similar plan or program
of Company.

     

     

    
      
        
        

      

      
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    3.5 Vacation. During the
Term, Executive shall be entitled to vacation each year in accordance with
Company's policies in effect from time to time, but in no event less than six
(6) weeks paid vacation per calendar year. Executive shall also be entitled to
such periods of sick leave as is customarily provided by Company for its senior
executive employees.

     

    3.6 Business Expenses.
Throughout the term of Executive's employment hereunder, Company shall
promptly reimburse Executive for all reasonable and necessary travel,
entertainment, promotional, and other business expenses that may be incurred by
Executive in the course of performing Executive's duties, including but not
limited to cell phone service, portable e-mail service and such other customary
expenses incurred by principal executive officers. Authorized expenses shall be
reimbursed by Company in accordance with policies and practices adopted, from
time to time, by Company concerning expense reimbursement for employees and
shall be reimbursed upon timely presentation to Company of an itemized expense
statement with respect thereto, including substantiation of expenses incurred
and such other documentation as may be required by Company's reimbursement
policies from time to time and in accordance with US Internal Revenue Service
guidelines.

     

    3.7 Additional Benefits.
Upon the request of the Executive, the Company shall be required to
maintain a directors and officers insurance policy covering the executive with a
minimum coverage of $5,000,000.

     

    4.      Nondisclosure of Confidential and
Proprietary Information. At all times before and after the termination of
Executive's service (for any reason by Company or by Executive), Executive
agrees to keep all Confidential or Proprietary Information in strict confidence
and secrecy, and not to disclose or use the Confidential or Proprietary
Information in any way outside of Executive's assigned responsibilities for
Company. "Confidential or Proprietary Information" means any non-public
information or idea (whether or not a trade secret) relating to the business of
Company that is not generally known outside Company or not generally known in
the industry or by persons engaged in businesses similar to that of Company
(including information which may be available from sources outside Company, but
not in the form, arrangement, or compilation in which it exists within Company)
that Company considers confidential, including, but not limited to: (i) customer
lists and records of current, former, and prospective customers; (ii) special
needs and characteristics of current, former, or prospective customers; (iii)
present or future business plans; (iv) trade secrets, proprietary, or
confidential information of any customer or other entity to which Company owes
an obligation not to disclose such information; (v) marketing, financing,
business development, or strategic plans; (vi) sales methods, practices, and
procedures; (vii) personnel information; (viii) research and development data
and projections; (ix) information or data concerning Company's competitive
position in its various lines of business; (x) existing, new, or envisioned
products, programs, services, methods, techniques, processes, projects, or
systems; and (xi) sales, pricing, billing, costs, and other financial data and
projections. All documents containing this information will be considered
Confidential or Proprietary Information whether or not marked with any
proprietary or confidential notice or legend. Notwithstanding the foregoing,
nothing herein shall prohibit Executive from disclosing any information: (1) in
connection with performance of his duties hereunder as he deems in

    good
faith to be necessary or desirable; or (2) if compelled pursuant to the order of
a court or other governmental or legal body having jurisdiction over such
matter. In the event Executive is compelled by order of a court or other
governmental or
legal body to communicate or divulge any such information, knowledge or
data, he shall promptly notify Company.

     

     

    
      
        
        

      

      
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    5.     Termination; Rights and Obligations
on Termination. Executive's employment
under

     

    this
Agreement may be terminated in any one of the followings ways:

     

    (a)             Death. The death of
Executive shall immediately and automatically terminate Executive's employment
under this Agreement. If Executive dies while employed by Company, any unvested
equity compensation granted to Executive under any Plan shall immediately vest
and any vested warrants may be exercised on or before the earlier of (i) the
warrant's expiration date or (ii) eighteen months after Executive's death. Any
warrant that remains unexercised after this period shall be forfeited. Upon
Executive's death, Executive's legal representative shall receive: (1) any
compensation earned but not yet paid, including and without limitation, any
bonus if declared or earned but not yet paid for a completed fiscal year, any
amount of Base Salary earned but unpaid, any accrued vacation pay payable
pursuant to Company's policies, and any unreimbursed business expenses, which
amounts shall
be promptly paid in a lump sum, and (2) any other amounts or benefits
owing to Executive under any then applicable employee benefit plans, long term
incentive plans or equity plans and programs of Company which shall be paid or
treated in accordance with the terms of such plans and programs (subsections (1)
and (2) shall be collectively referred to as, the "Accrued Amounts").
Other than the benefits described above, no further compensation or
benefits shall be due or owing upon Executive's death.

     

    (b)             Disability. If as a
result of incapacity due to physical or mental illness or injury, Executive
shall have been absent from Executive's duties hereunder for six months, then
thirty (30) days after receiving written notice (which notice may occur before
or after the end of such six month period, but which shall not be effective
earlier than the last day of such six month period, Company may terminate
Executive's employment hereunder provided Executive is unable to substantially
perform his duties hereunder at the conclusion of such notice period (a "Disability"), as
determined by a physician mutually selected by the parties hereto. In the event
Executive's employment is terminated as a result of Disability, Executive shall
receive from Company, in a lump-sum payment due within ten (10) days of the
effective date of termination, an amount equal to the Accrued Amounts.
Additionally, if Executive is terminated due to a Disability, any unvested
equity compensation granted to Executive under any Plan shall immediately vest
and any vested warrants may be exercised on or before the earlier of: (i) the
warrant's expiration date or (ii) eighteen months after Executive's termination
due to the Disability. Any warrant that remains unexercised after this period
shall be forfeited. Other than the benefits described above, no further
compensation or benefits shall be due or owing upon Executive's termination due
to Disability.

     

    (c) Cause. Company may
terminate this Agreement immediately upon written notice to Executive for
"Cause," which shall mean: (i) Executive's willful, material, and irreparable
breach of this Agreement; (ii) Executive's willful misconduct in the performance
of any of his material duties and responsibilities hereunder that has a material
adverse effect on Company; (iii) Executive's intentional and continued
non-performance (other than by reason of

    disability
or incapacity) of any of Executive's material duties and responsibilities
hereunder or of any reasonable, lawful instructions from the Board, which
continues for ten (10) days after receipt by Executive of written notice from
Company; (iv) Executive's material and willful dishonesty or fraud with regard
to Company (other than good faith expense account disputes) that has a material
adverse effect on Company (whether to the business or reputation of Company; or
(v) Executive's conviction of a felony (other than as a result of vicarious
liability or a traffic related offense). For purposes of this paragraph, no act,
or failure to act, on Executive's part shall be considered "willful" unless done
or omitted to be done, by him not in good faith and without reasonable belief
that his action or omission was in the best interests of Company. In the event
of Executive's termination of employment by Company for Cause, Executive shall
receive only the Accrued Amounts.

     

     

    
      
        
        

      

      
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    Notwithstanding
the foregoing, following Executive's receipt of written notice from Company of
any of the events described in subsections (i) through (iv) above, Executive
shall have ten (10) days in which to cure the alleged conduct (if
curable).

     

    (d)            Without Cause. At any
time after Executive's commencement of employment, Company may, without Cause,
terminate Executive's employment, effective thirty (30) days after written
notice is provided to Executive. In the event Executive is terminated by Company
without Cause, Executive shall receive from Company within ten (10) days after
such termination, in a lump sum payment, an amount equal to the sum of the Base
Salary and bonus, if any, that would have been paid to Executive through the end
of the then remaining Term if Executive had not been terminated or for twelve
months, whichever is less. Executive shall also receive the Accrued Amounts.
Additionally, if Executive is tenninated by Company without Cause, any unvested
equity compensation granted to Executive under any Plan shall immediately vest
and any vested warrants may be exercised on or before the earlier of: (i) the
warrant's expiration date or (ii) eighteen months after Executive's termination.
Any warrant that remains unexercised after this period shall be
forfeited.

     

                               
(e)            Resignation for Good Reason.
At any time after Executive's commencement of employment, Executive may
resign for Good Reason (as defined below) effective thirty (30) days after
written notice is provided to Company. Upon Executive's termination of
employment for Good Reason, Executive shall be entitled to all payments and
benefits as if his employment was terminated by Company without Cause as
provided in subsection (d) above. For purposes of this Agreement, Good Reason
means: (i) any adverse change in Executive's position, title or reporting
relationship or a material diminution of his then duties, responsibilities or
authority or the assignment to Executive of duties or responsibilities that are
inconsistent with Executive's then position; (ii) the failure by Company to
continue in effect any material compensation or benefit plan or arrangement in
which Executive participates unless an equitable and substantially comparable
arrangement (embodied in a substitute or alternative plan) has been made with
respect to such plan or arrangement, or the failure by Company to continue
Executive's participation therein (or in such substitute or alternative plan or
arrangement) on a basis not less favorable, both in terms of the amount of
benefits provided and the level of participation relative to other participants,
as existed at the time of Executive's termination of employment; (iii) any
breach of this Agreement (or any other written agreement entered into between
Executive and Company) by Company; or (iv) failure of any successor to Company
(whether direct or indirect and
whether by merger, acquisition, consolidation or otherwise) to assume in a
writing delivered to Executive upon the assignee becoming such, the obligations
of Company hereunder.

     

     

     

    
      
        
        

      

      
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    Notwithstanding
the foregoing, following Company's receipt of written notice from Executive of
any of the events described in subsections (i) through (iv) above, Company shall
have ten (10) days in which to cure the alleged conduct (if
curable).

     

    (f)             Resignation without Good
Reason or Retirement by Executive. Executive may resign without Good
Reason or retire upon thirty (30) days' written notice, and upon such
termination of employment, he shall receive the Accrued Amounts.

     

    (g)             No Duty to Mitigate.
In the event of any termination of employment under Section 5(d),
Executive shall be under no obligation to seek other employment and there shall
be no offset against amounts due Executive under this Agreement on account of
any remuneration attributable to any subsequent employment that Executive may
obtain. Any amounts due under this Section 5 are in the nature of severance
payments, or liquidated damages, or both, and are not in the nature of a
penalty.

     

    (h) Liquidity Event. The
provisions of this Section 5(h) set forth certain terms reached between the
Executive and the Company regarding the Executive's rights and obligations upon
the occurrence of a Liquidity Event. These provisions are intended to assure and
encourage in advance the Executive's continued attention and dedication to his
assigned duties and his objectivity during the pendency and after the occurrence
of any such event.

     

    (i)                  Definition A
"Liquidity Event" shall be deemed to have occurred upon the consummation of (A)
any consolidation or merger of the Company where the stockholders of the
Company, immediately prior to the consolidation or merger, would not,
immediately after the consolidation or merger, beneficially own (as such term is
defined in Rule 13d-3 under the Act), directly or indirectly, shares
representing in the aggregate more than 50 percent of the voting shares of the
Company issuing cash or securities in the consolidation or merger (or of its
ultimate parent corporation, if any), or (B) any sale, lease, exchange or other
transfer (in one transaction or a series of transactions contemplated or
arranged by any party as a single plan) of all or substantially all of the
assets of the Company.

     

    (ii)                 Transaction Bonus.
Upon the closing of a transaction constituting a Liquidity Event the
Executive shall be entitled to a "Transaction Bonus," subject to the conditions
set forth in this Section 5(h).

     

    (iii)                Amount. The
Transaction Bonus shall be equal to 2.99 times the Executive's then current base
salary.

     

    (iv)                Employment Status.
The Transaction Bonus shall be paid to the Executive upon the closing of
the transaction constituting the Liquidity Event; provided
that, unless Executive is Terminated Without Cause as provided in Section
5(d) or Executive terminated his employment for Good Reasons provided in Section
5(e), the Executive must remain employed with the Company on such
date.

     

     

    
      
        
        

      

      
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    (v) Gross-Up Payment.
Anything in this Agreement to the contrary notwithstanding, in the event
it shall be determined that any compensation, payment or distribution by the
Company to or for the benefit of the Executive, whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise (the "Severance Payments"), would be subject to the excise tax imposed
by Section 4999 of the Code, or any interest or penalties are incurred by the
Executive with respect to such excise tax (such excise tax, together with any
such interest and penalties, are hereinafter collectively referred to as the
"Excise Tax"), then the Executive shall be entitled to receive an additional
payment (a "Gross-Up Payment") such that the net amount retained by the
Executive, after deduction of any Excise Tax on the Severance Payments, any
Federal, state, and local income tax, employment tax and Excise Tax upon the
payment provided by this Section, and any interest and/or penalties assessed
with respect to such Excise Tax, shall be equal to the Severance
Payments.

     

                   
(I) Superseding
Agreement. This Agreement shall be terminated immediately and
automatically if the parties enter into another agreement which supersedes this
Agreement. In the event the parties enter into a superseding agreement, no
severance pay or other compensation shall be due to Executive with respect to
the termination of this Agreement.

     

    6.       
Use and Return of
Company Property. Executive acknowledges Company's proprietary rights and
interests in its tangible and intangible property. Accordingly, Executive agrees
that upon termination of Executive's employment with Company, for any reason,
and at any time, Executive shall deliver to Company all Company property,
including: (a) all documents, contracts, writings, disks, diskettes, computer
files or programs, computer-generated materials, information, documentation, or
data stored in any medium, recordings and drawings pertaining to trade secrets,
proprietary or confidential information, or other inventions and works of
Company; (b) all records, designs, plans, sketches, specifications, patents,
business plans, financial statements, accountings, flow charts, manuals,
notebooks, memoranda, lists, and other property delivered to or compiled by
Executive, by or on behalf of Company or any of its representatives, vendors, or
customers which pertain to the business of Company, all of which shall be and
remain the property of Company, and shall be subject, at all times, to its
discretion and control; (c) all equipment, devices, products, and tangible
property entrusted to Executive by Company; and (d) all correspondence, reports,
records, notes, charts, advertisement materials, and other similar data
pertaining to the business, activities, or future plans of Company, in the
possession or control of Executive, shall be delivered promptly to Company
without request by it. Executive shall certify to Company, in writing, within
five (5) days of any request by Company that all such materials have been
returned to Company. Notwithstanding the foregoing, Executive may retain his
rolodex and similar address and telephone directories (whether in writing or
electronic format).

     

    6.1 Non-competition. At
all times while Executive is employed by Company and for a period of: (i) one
(1) year after any termination of Executive's employment for Cause or
Executive's termination of his employment without Good Reason; (ii) the lesser
of one (1) year or the remainder of the Term after any termination of
Executive's employment by Company without Cause or Executive's termination for
Good Reason; and (iii) one (1) year following the non-renewal of this Agreement
or any termination pursuant to Section 5, Executive
shall not, directly engage in or have any interest in any entity (whether as an
employee, officer, director, partner, agent, security holder, creditor,
consultant or otherwise) that directly competes with

    Company's
Business (as defined below); provided that such provision shall not apply to
Executive's ownership of securities of any entity solely as an investment. For
purposes of this Section 6.1, the term
"Business" shall mean the manufacturing of plant and equipment for the
processing of municipal solid waste for the production of
electricity.

     

     

    
      
        
        

      

      
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    6.2 Non-Solicitation. At
all times while Executive is employed by Company and for a period of: (i) one
(1) year after any termination of Executive's employment for Cause or
Executive's termination of his employment without Good Reason; (ii) the lesser
of one (1) year or the remainder of the Term after any termination of
Executive's employment by Company without Cause or Executive's termination for
Good Reason; and (iii) one (1) year following the non-renewal of this Agreement
or any termination pursuant to Section 5, Executive
shall not, directly, (a) employ or attempt to employ or enter into any
contractual arrangement with any employee or foinier employee of Company, or (b)
call on or solicit any of the actual customers or suppliers of Company on behalf
of himself in connection with any business that directly and materially competes
with the Business of Company.

     

    6.3 Inventions Retained and
Licensed. Executive represents and warrants that Executive has disclosed
to Company all inventions, original works of authorship, developments,
improvements, and trade secrets which were conceived of, reduced to practice,
created or otherwise developed prior to Executive's employment with Company
which belong to Executive, which relate to Company's proposed business, products
or research and development, and which are not assigned to Company hereunder. If
in the course of Executive's employment with Company, Executive incorporates
into a Company product, service or process any of the foregoing, Executive
hereby grants to Company a nonexclusive, royalty-free, irrevocable, perpetual,
worldwide license to make, have made, modify, use and sell same as part of or in
connection with such product, process or machine.

     

    6.4Work Product.
Executive agrees that, during his employment with Company:

     

    (a) Executive
will disclose promptly and fully to Company all works of authorship, ideas,
inventions, discoveries, improvements, designs, processes, formulae, software,
or any improvements, enhancements, or documentation of or to the same that
Executive makes, works on, conceives, or reduces to practice, individually or
jointly with others, in the course of Executive's employment by Company or with
the use of Company's time, materials or facilities, in any way related or
pertaining to or connected with the present or anticipated business,
development, work or research of Company or which results from or is suggested
by any work Executive may do for Company and whether produced during normal
business hours or on personal time (collectively the "Work
Product").

     

    (b) All Work
Product of Executive shall be deemed, as applicable, to be a "work made for
hire" within the meaning of §101 of the Copyright Act. All intellectual property
rights, including patent, trademark, trade secret and copyright rights, in and
to the Work Product are and shall be the sole property of Company. To the extent
that the Work Product is deemed not to be "work made for hire," this Agreement
shall constitute an irrevocable assignment by Executive to Company of all right,
title and interest in and to all intellectual property rights in and to the Work
Product. Any and all rights of whatever kind and nature, now or hereafter, to
make, use, sell, license, distribute or otherwise transfer and reproduce such
Work Product in any and all media throughout
the world, are and shall be the sole property of Company. Executive hereby
agrees to assist Company in any manner as shall be reasonably requested by
Company to protect Company's interest in such intellectual property rights and
to execute and deliver such legal instruments or documents as Company shall
request in order for Company to obtain protection of the Work Product throughout
the world, including but not limited to, declarations of inventorship, powers of
attorney and assignment documents. Likewise, Executive hereby agrees to assist
Company by executing such other documents and instruments which Company deems
necessary to enable it to evidence, perfect and protect its rights, title and
interest in and to the Work Product. Executive further agrees that Executive's
obligation to execute or cause to be executed any such instrument or document
shall continue after Executive's cessation of employment with Company,
regardless of reason for cessation of employment. If Company is unable because
of Executive's mental or physical incapacity or for any other reason to secure
Executive's signature to apply for or to pursue any application for any United
States or foreign patents or copyright registrations assigned to Company in
accordance herewith, then Executive hereby irrevocably designates and appoints
Company and its duly authorized officers and agents as Executive's agent and
attorney in fact, to act for and in Executive 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 patent or copyright registrations
thereon with the same legal force and effect as if executed by Executive.
Executive will at any time, including after termination of Executive's
employment with Company, upon request, communicate to Company, its successors,
assigns, or other legal representatives, such facts relating to the Work Product
as may be known to Executive, and to testify, at
Company's expense, as to the same in any interference or other legal
proceeding.

     

     

    
      
        
        

      

      
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    (c) Executive
shall make and maintain adequate and current written records and evidence of all
Work Product, including drawings, work papers, graphs, computer code,
documentation, records and any other document which shall be and remain the
property of Company, and which shall be surrendered to Company upon request and
upon the cessation of Executive's employment with Company, regardless of the
reason for such cessation.

     

    (d) Executive
hereby waives, and further agrees not to assert, any moral rights in or to the
Work Product, including, but not limited to, rights to attribution and
identification of authorship, rights to approval of modifications or limitations
on subsequent modifications, and rights to restrict, cause or suppress
publication or distribution of the Work Product.

     

    7.       Indemnification;
Insurance.

     

    7.1 Indemnification
of Executive. Except as otherwise provided by applicable law, while Executive is
employed by Company and thereafter while potential liability exists (but in no
event less than five (5) years after termination), in the event Executive is
made a party to any threatened, pending, or contemplated action, suit, or
proceeding, whether civil, criminal, administrative, or investigative (other
than an action by Company against Executive), by reason of the fact that
Executive is or was performing services under this Agreement, then Company shall
indemnify Executive to the fullest extent permitted by applicable law against
all expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement, as actually and reasonably incurred by Executive in connection
therewith. In the event that both Executive and Company are made a party to the
same third party action, complaint, suit, or proceeding,

    


     

     

    
      
        
        

      

      
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    Company
will engage competent legal representation, and Executive will use the same
representation, provided that if counsel selected by Company shall have a
conflict of interest that prevents such counsel from representing Executive,
then Company may engage separate counsel on Executive's behalf, and subject to
the provisions of this Section 7, Company
will pay all attorneys' fees of such separate counsel.

     

    7.2 Indemnification of Company.
Executive assumes full responsibility for any material acts he makes in
his personal capacity from any liability associated with such acts.

     

    7.3 Insurance Provided by
Company. As soon as practicable after the Effective Date, Company shall
obtain a directors and officers liability insurance policy covering all
directors and officers of Company, including Executive, which insurance policy
shall provide adequate insurance coverage for each of such persons, as shall be
approved by the Board. Executive shall be entitled to such coverage while
employed and thereafter while potential liability exists.

     

    8.      
 Assignment; Binding Effect.
Executive shall have no right to assign this Agreement to another party
other than by will or by the laws of descent and distribution. This Agreement
may be assigned or transferred by Company only to an acquirer of all or
substantially all of the assets of Company, provided such acquirer promptly
assumes all of the obligations hereunder of Company in a writing delivered to
Executive and otherwise complies with the provisions hereof with regard to such
assumption. Nothing in this Agreement shall prevent the consolidation, merger,
or sale of Company or a sale of any or all or substantially all of its assets.
Subject to the foregoing restriction on assignment by Executive, this Agreement
shall be binding upon, inure to the benefit of, and be enforceable by the
parties hereto and their respective heirs, legal representatives, successors,
and assigns.

     

    9.      
 Additional
Provisions.

     

    9.1 Amendments: Waivers;
Remedies. This Agreement may not be amended, and no provision of this
Agreement may be waived, except by a writing signed by Executive and by a duly
authorized representative of Company. Failure to exercise any right under this
Agreement shall not constitute a waiver of such right. Any waiver of any breach
of this Agreement shall not operate as a waiver of any subsequent breaches. All
rights or remedies specified for a party herein shall be cumulative and in
addition to all other rights and remedies of the party hereunder or under
applicable law.

     

    9.2 Notices. Any notice
under this Agreement must be in writing and addressed to Company or to Executive
at the corresponding address below. Notices under this Agreement shall be
effective upon: (a) hand delivery, when personally delivered; (b) written
verification of receipt, when delivered by overnight courier or certified or
registered mail; or (c) acknowledgment of receipt of electronic transmission,
when delivered via electronic mail or facsimile. Executive shall be obligated to
notify Company, in writing, of any change in Executive's address. Notice of
change of address shall be effective only when done in accordance with this
Section
9.2.

    


     

    
      
        
        

      

      
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                Company's
      Notice Address:

              	
                Waste2Energy,
      Inc.

                1185
      Avenues of the Americas, 20th
      fl 

                New
      York, New York 10037

                Attn.:
      Franz Skryanz

                Telephone:
      646-723-4000

                Facsimile:
      646-723-4001

                Email:
      fslayanz@waste2energy.com

              
	
                Executive's
      Notice Address:
 	
                               
      Christopher
      d'Arnaud-Taylor 

                               
      360 West 22nd
      Street, 16B 

                               
      New York, New York 10011 

                                Telephone:
      212-242-7039 

                                Facsimile:
      212-656-1129 

                               
      Email:
      cdataylor@aol.com

              


      

    

     

     9.3
Severability.
If any provision of this Agreement shall be held by a court of competent
jurisdiction to be invalid, unenforceable, or void, such provision shall be
enforced to the fullest extent permitted by law, and the remainder of this
Agreement shall remain in full force and effect. In the event that the time
period or scope of any provision is declared by a court of competent
jurisdiction to exceed the maximum time period or scope that such court deems
enforceable, then such court shall reduce the time period or scope to the
maximum time period or scope permitted by law.

     

     9.4
Taxes. All
amounts paid under this Agreement (including, without limitation, Base Salary)
shall be reduced by all applicable state and federal tax withholdings and any
other withholdings required by any applicable jurisdiction.

     

     9.5
Governing Law.
The validity, interpretation, enforceability and performance of this
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, without regard to conflict of laws principles that would
cause the laws of another jurisdiction to apply.

     

     9.6
Venue. Each of
the parties hereto irrevocably submits to the exclusive jurisdiction of the
courts of the State of New York, for the purposes of any suit, action, or other
proceeding arising out of this Agreement or any transaction contemplated
hereby.

     

     9.7
Interpretation.
This Agreement shall be construed as a whole, according to its fair
meaning, and not in favor of or against any party. Sections and section headings
contained in this Agreement are for reference purposes only, and shall not
affect, in any manner, the meaning or interpretation of this Agreement. Whenever
the context requires, references to the singular shall include the plural and
the plural the singular.

     

     9.8
Survival.
Sections 4, 6.1, 6.2, 6.3, 6.4 and any other provision in this Agreement
that requires performance by Executive following termination of Executive's
employment hereunder shall survive any termination of this
Agreement.

     

     

    
 

    
      
        
        

      

      
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    9.9 Counterparts. This
Agreement may he executed in several counterparts (including by means of
telecopied signature pages), each of which shall be deemed an original but all
of which shall constitute one and the same instrument.

     

    9.10
Authority. Each
party represents and warrants that such party has the right, power, and
authority to enter into and execute this Agreement and to perform and discharge
all of the obligations hereunder, and that this Agreement constitutes the valid
and legally binding agreement and obligation of such party and is enforceable in
accordance with its terms.

     

    9.11
Additional Assurances.
The provisions of this Agreement shall be self-operative and shall not
require further agreement by the parties except as may be herein specifically
provided to the contrary; provided, however, that at the request of Company,
Executive shall execute such additional instruments and take such additional
acts as Company may deem necessary to effectuate this Agreement.

     

    9.12
Entire Agreement.
This Agreement is the final, complete, and exclusive agreement of the
parties with respect to the subject matter hereof and supersedes and merges all
prior or contemporaneous representations, discussions, proposals, negotiations,
conditions, communications, and agreements, whether written or oral, between the
parties relating to the subject matter hereof and all past courses of dealing or
industry custom. No oral statements or prior written material not specifically
incorporated herein shall be of any force and effect, and no changes in or
additions to this Agreement shall be recognized unless incorporated herein by
amendment, as provided herein (such amendment to become effective on the date
stipulated therein).

     

    9.13
Executive
Acknowledgment. Executive acknowledges that, before signing this
Agreement, Executive was advised of his right to consult with an attorney of his
choice to review this Agreement and that Executive had sufficient opportunity to
have an attorney review the provisions of this Agreement and negotiate its
terms. Executive further acknowledges that Executive had a full and adequate
opportunity to review this Agreement before signing it; that Executive carefully
read and fully understood all the provisions of this Agreement before signing
it, including the rights and obligations of the parties; and that Executive has
entered into this Agreement knowingly and voluntarily.

     

     

     

    
      
        
        

      

      
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    IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first above
written.

     

    
      
        
          
            	 	Company: 	 
	 	 	 
	 	Waste2Energy,
    Inc.	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Franz
      Skrianz  	 
	 	 	Franz
      Skrianz 	 
	 	 	Secretary & Treasurer	 
	 	 	 	 


          

        

      

    

     

    
      
        
          	 	Employee	 
	 	 	 	 
	
                   

                	
                   

                	/s/ Christopher
      d'Arnaud-Taylor	 
	 	 	
                  Christopher
      d'Arnaud-Taylor

                	 
	 	 	 	 
	 	 	 	 


        



       

       

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