EMPLOYMENT
AGREEMENT

     

             THIS
EMPLOYMENT AGREEMENT (the "Agreement") is entered into on May 29, 2009, by BAETA
Corp., a New Jersey corporation with its principal business offices located at
253 Warren Av fort Lee, NJ 07024 (the "Company"),  and EUGENE GRIBOV,
an individual residing at 300 Winston Dr. #2307, NJ 07010
("Executive").

     

             The
Company desires to employ Executive, and Executive desires to be employed by the
Company on the terms set forth in this Agreement.

     

             In
consideration of the mutual covenants and premises contained in this Agreement,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by the Company and Executive, the Company and Executive
agree as follows: 

     

    1. Term
of Employment. Upon the terms set forth in this Agreement, the Company employs
Executive and Executive accepts employment with the Company for the period
commencing on June 1, 2009 and ending on June 1, 2014 (such period, the
"Original Term"), unless sooner terminated in accordance with the provisions of
Section 4 below. Upon the expiration of the Original Term, the term of
Executive's employment will not automatically extend for any additional
term.

     

    
      
         

      

      
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    2. Title
and Capacity. Executive will serve as the Chief Technology Officer
of  the Company, and will perform the duties commensurate with such
positions and such other duties as the Company's Board of Directors (the
"Board") or the Chairman may assign to Executive consistent with his
position.  Executive will devote attention and energies on a part-time
basis to the above duties, and Executive will maintain, during the term of this
Agreement, the ability to actively engage in any other for profit business
activity.

     

    3.
Compensation and Benefits. 

     

    3.1       Compensation 

     

    (a)
During the Original Term, the Executive will receive an annual
base  compensation of:  60,000 common shares of BAETA
Corp.

     

    3.2        Payment
in Installments.

     

    The
Company will pay Executive's annual base compensation in

     

    12
(twelve) installments. 

     

                        3.3       Stock
Options. 

     

    (a) On
April 21, 2009, the date on which the Board considered and approved the
employment of Executive subject to the execution of this Agreement, the Company
approved the grant to Executive of options to acquire 50,000 shares of the
Company's common stock under the Company's 2009 Equity Compensation Plan (the
"Plan Options"). The Plan Options will have a term of  10 years and
will be first vested as follows:

     

    10,000
shares on April 21, 2010;

     

    10,000
shares on April 21, 2011;

     

    
      
         

      

      
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    10,000
shares on April 21, 2012;

     

    10,000
shares on April 21, 2013;

     

    and
10,000 shares on April 21,  2014.

     

    All
options will be exercisable at $0.50 per share. 

     

    (b) The
Plan Options will be vested and exercisable in full under the terms of the stock
option agreement between the Company and Executive for at least 12 months (a) if
the Company terminates Executive's employment under Section 4.3 for any reason
other than for cause, (b) if Executive terminates Executive's employment under
Section 4.5(b) for good reason, (c) in the event of Executive's death or
"disability," as defined in the Equity Plan or (d) in the event of a "Change in
Control," as such term is defined in the Equity Plan. Except as provided in this
Section 3.3, the Plan Options are in all respects subject to the terms of the
Equity Plan and the stock option agreement between the Company and Executive
covering the Plan Options.

     

    3.4       Expenses. 

     

    (a) The
Company will reimburse Executive for all reasonable travel, entertainment and
other expenses incurred or paid by Executive in connection with, or related to,
the performance of his duties under this Agreement in accordance with the Travel
and Expense Policy published by the Company's Finance Department for senior
executives generally, as amended from time to time.

     

    
      
         

      

      
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    3.5      
Stock Purchase. Within 90 days of Executive's first date of employment,
Executive may purchase from the Company up to 120,000 shares of the Company's
common stock at a price of $0.50 per share. These shares will not be subject to
any restrictions other than those applicable under the Securities Act of 1933,
as amended, and the rules and regulations promulgated thereunder.

     

             4.  Employment
Termination. The employment of Executive by the Company under this Agreement
will terminate upon the occurrence of any of the following:

     

    4.1    
  Expiration of Term. At expiration of the Original Term pursuant to
Section 1 above.

     

    4.2      
Cause. At the election of the Company, for "cause" as defined below, immediately
upon written notice by the Company to Executive, except as provided below.
"Cause" for termination is deemed to exist by reason of (a) any action by
Executive resulting in the conviction of Executive of, or the entry of a plea of
guilty or nolo contendere by Executive to, any crime involving moral turpitude,
any felony, or any misdemeanor involving misconduct or fraud in business
activities, (b) any breach of a fiduciary duty to the Company involving personal
profit, (c) Executive's willful misconduct, or recklessness or gross negligence
in the performance of his duties under this Agreement, or (d) repeated refusals
by Executive to comply with the reasonable  directives of the Chief
Executive Officer of the Company or the Board that are
consistent  with his position; provided, however, that the Company may
terminate Executive's  employment under Sections 4.2 (d) or (e) above
only after Executive fails  to commence and continue to correct or
cure each specific instance comprising cause within 10 days of receipt by
Executive of written notice of the Board identifying each instance constituting
cause or  to correct or cure each identified instance within 45 days
of receipt of such notice.

     

    
      
         

      

      
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    4.3       Without
Cause. At the election of the Company, at any time, upon 60 days written notice
for any reason whatsoever other than for cause.

     

    4.4       Death
or Disability. Upon Executive's death or 30 days after Executive's disability.
"Disability" means the inability of Executive, due to a physical or mental
disability, to perform the duties contemplated under this Agreement for a period
of 180 consecutive days. A physician satisfactory to Executive and the Company
will determine if Executive is disabled. If Executive and the Company cannot
agree on a physician within 30 days of either party's written notice to the
other, Executive and the Company will each select a physician, who will together
select a third physician. The determination of the physician(s) as to disability
will be binding on all parties.

     

    
      
         

      

      
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                      4.5         Termination
by Executive. At the election of Executive: (a) at any time if his health should
become impaired to an extent that makes the continued performance of his duties
under this Agreement hazardous to his physical or mental health or his life, as
certified by a physician designated by Executive and reasonably acceptable to
the Company; (b) for "good reason" upon delivery of written notice of such "good
reason" to the Company; or (c) upon 60 days written notice of termination. "Good
reason" means:

    (1) the
failure by the Company to continue Executive in the position of Chief Technology
Officer of the Company (or such other senior executive position as may be
offered by the Company and which Executive may in his sole discretion
accept);

    (2)
material diminution by the Chief Executive Officer of the Company or the Board
of Executive's responsibilities, duties, reporting relationships or authority as
Chief Technology Officer of the Company (or such other senior executive position
as may be offered by the Company and which Executive may in his sole discretion
accept) or assignment to Executive of any duties inconsistent with Executive's
position as Chief Technology Officer of the Company (or such other senior
executive position as may be offered by the Company and which Executive may in
his sole discretion accept);

    (3)
failure by  the Company to pay and provide to Executive the
compensation provided  in Section 3.1 above, which failure is not
cured within 30 days after written notice of  such failure is
delivered by Executive to the Company;

    (4)
requiring Executive to be permanently based anywhere other than within 50 miles
of  his present home in Cliffside Park, NJ (excluding reasonable
business related travel  as required by the Company's
business);

    or (5)
any other material breach of this Agreement by the Company, which breach is
not  cured within 14 days after written notice of such breach is
delivered by Executive to the  Company.

     

    *****************************************

    


    
      
         

      

      
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    IN WITNESS WHEREOF, the
parties have executed this Agreement as of the 29th day of
May, 2009.

    


    
      	
              /s/ Dr. Alexander Gak

            	 
      	 
      
	
              Dr.
      Alexander Gak

            	 
      	 
      
	
              President and
      Chairman

            	 
      	 
      
	 
      	 
      	 
      
	
              /s/ Mr. Eugene Gribov

            	 
      	 
      
	
              Eugene
      Gribov

            	 
      	 
      


    

    


    
      
         

      

      
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