EXECUTIVE
EMPLOYMENT AGREEMENT

AND RETENTION BONUS
CONTRACT

DAVID MARLOW


This Agreement is made and
entered into as of the December 21, 2007 National Automation Services Inc a Colorado (hereinafter
referred to as the “Company”), Intecon Inc. (hereinafter referred to as
“Intecon”) and David Marlow an individual (hereinafter referred to as the
“Employee”). The Company and the Employee are collectively referred to as the
“Parties”.


Definitions. As used in this Agreement:


	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  “Confidential
  Information” means any
  and all information disclosed or made available
  to the Employee or known by the Employee as a direct or indirect
  consequence of or through Employee’s employment by the Company and not generally known in the industry
  in which the Company is or may become engaged, or any information
  related to the Company’s products, processes, or services, including, but not
  limited to, information relating to
  research, development, inventions, manufacture, purchasing, accounting,
  engineering, marketing, merchandising, or selling.

  
	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  “Inventions” mean
  discoveries, concepts and ideas, whether patentable or not, relating to any
  present or prospective activities of the Company, including, but not limited to, devices,
  processes, methods, formulae, techniques, applications, technology and
  any improvements to the foregoing.

  






	
   

  	
   

  
	
  2.

  	
  Employment. The
  Company hereby agrees to retain the Employee in his current position as a senior officer of Intecon and the
  Employee hereby agrees to accept employment with the Company upon the terms
  and conditions herein set forth.

  
	
   

  
	
   

  	
  A. Employment for Minimum of Two
  Years. Employee agrees to accept a senior management
  position and remain employed by Intecon for a minimum of two years beginning
  January 1, 2008 and ending December 31, 2010,
  unless earlier terminated due to the death or disability of the Employee,
  and should the Employee be fired for cause.

  
	
   

  	
   

  
	
   

  	
  Extent of
  Services. The Employee
  shall devote his full time services to the Company.

  
	
   

  	
   

  
	
  4.

  	
  Compensation
  and Position.

  
	
   

  	
   

  
	
   

  	
  A. Retention Bonus. Upon the closing of the acquisition of Intecon
  by the Company, and in recognition of the fact that Employee is a
  vital member of the management team of Intecon, in order to retain the
  Employee’s services and expertise, the Company hereby grants Employee a one
  time slock grant of 1,500,000 shares of the restrictive stock of the Company. Said restricted shares shall be eligible
  for restriction removal one (1) year and one (1) day from the date the shares are issued,
  unless the Employee shall be elected to the Board of Directors of the
  Company, and then the restricted shares shall be eligible for restriction removal after two (2) years and one
  (1) day. Notwithstanding the foregoing, should the Company be sold or should
  a majority of the companies stock be
  purchased by an outside third party, then
  the stock of the Employee shall immediately vest in it entirely, and all
  restricted legends shall be removed immediately, within the confines
  of the applicable SEC rules and regulations. Stock will be transferred on
  January 1, 2008.

  
	
   

  	
   

  
	
   

  	
  B. Vesting of Retention Bonus. The Company and the Employee agree that the
  stock conveyed to Employee under paragraph
  A of this Agreement, shall be
  conveyed to the Employee January 1, 2008. However, should the Employee voluntarily
  resign his position with Intecon before twenty-four months from the execution
  of this Agreement, the Employee will forefeit one-twenty fourth of this retention
  stock bonus for each month that remains on the 24 months of his initial employment
  contract. Upon his resignation from Intecon, the Employee agrees
  to immediately return such forfeited stock to the Company.

  
	
   

  	
   

  
	
   

  	
  C. Position The
  Employee’s initial position shall
  be as Division VP Sales. His gross
  monthly salary shall be $7484.00, which shall not
  be raised until after June 30, 2008. After such date, all
  salary raises shall be granted by the board of directors of Intecon
  and approved by the Company. The salary shall not be lowered anytime during
  this contract and any extensions.

  
	
   

  	
   

  
	
  5.

  	
  Benefits.
  Employee shall be eligible for all
  benefits offered to senior officers at the Company or any of its
  subsidiaries, including but not limited to vacation days, sick leave, slock
  options etc.

  






	
   

  	
   

  	
   

  
	
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  Employment Agreement- Brandon Spiker
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  6.

  	
  Right to
  Inventions. With
  respect to all Inventions made or
  conceived by the Employee, whether or not during the hours of Employee’s
  employment or with the use of Company facilities, materials or personnel,
  either solely or jointly with others,
  during the term of Employee’s employment by the Company and for a period of
  two (2) years after any termination of such employment, and without royalty
  or any other consideration, Employee shall:

  
	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Reports. The Employee shall inform the Company
  promptly and fully of such Inventions by a written report, setting forth in
  detail the structures, procedures, and methodology employed and the result
  achieved, A report shall also be submitted by the Employee upon completion of
  any study or research project undertaken on the Company’s behalf, whether or
  not in the Employee’s opinion a given study or project has resulted in an
  Invention.

  
	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Assignment.
  The Employee hereby
  assigns and agrees to assign to the Company all of Employee’s rights to such Inventions
  and to all proprietary right
  therein, based thereon or related thereto, including, but not limited to,
  applications for United Slates and foreign letters patent and resulting
  letters patent.

  
	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Patents. At the Company’s request and expense, the
  Employee shall execute such documents and provide such assistance as may be
  deemed necessary by the Company to apply for, defend or enforce any United
  States or foreign letters of patent based on or related to such Inventions.

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Waiver. The Employee waives any and all rights to claim that any Inventions not disclosed to the Company in
  writing within thirty days after
  signing this Agreement are not
  subject to the terms and conditions of this Agreement, as having been made,
  acquired, conceived or reduced to practice to him prior to his employment
  with Company.

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Disclosure
  of Confidential Information.

  
	
   

  	
   

  
	
   

  	
  a.

  	
  Confidentiality.
  Except as required
  in the performance of Employee’s duties during the term of Employee’s
  employment by the Company, the Employee shall treat as confidential and shall
  not, directly or indirectly, use, disseminate, disclose, publish, or
  otherwise make available any Confidential Information or any portion thereof.

  
	
   

  	
   

  
	
   

  	
  b.

  	
  Return of
  Confidential Information. Upon termination of Employee’s employment with the Company, Employee shall return to Company all
documents, records, notebooks, and similar repositories containing
  Confidential Information or copies thereof.

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Non-Solicitation.
  For a period of one (1) year after the termination of this Agreement, except for termination
  without cause or Employer’s breach, the Employee shall not solicit anyone who
  was an employee or customer of the Company and\or Intecon when the Employee’s
  employment with the Company or Intecon terminated or solicit anyone then
  employed by the Company and\or Intecon or customer of the Company and\or
  Intecon to terminate or refrain from renewing his or her employment or ongoing business with the Company
  and\or Intecon.

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Certain
  Provisions to Survive Termination. Notwithstanding termination of this employment, except for termination
  without cause or Employer’s breach, under this
  Agreement, the Employee, in consideration of Employee’s employment hereunder
  to the date of such termination, shall remain bound by the provisions of
  Sections 6, 8, & 9. It is
  acknowledged that the Company would be irrevocably damaged if the Employee
  were to violate the provisions of Sections 8 & 9 and consequently, in
  addition to all other remedies that may be available to it, the Company shall
  be entitled to injunctive relief for any actual or threatened violation of
  such Sections.

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Notices. Any notices required under this Agreement or otherwise concerning a
  legal matter shall be made to the addresses above and marked “Important Legal
  Notice” on the outer envelope. Any notice shall be sent by both first class
  mail and certified mail, return receipt requested. Any notices given under
  this Agreement shall be deemed received when delivered to the United States
  Postal Service.

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Waiver. Failure to insist upon a strict compliance
  with any of the terms or conditions of this Agreement shall not be deemed
  waiver of such terms or conditions.

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Severability.
  The invalidity or
  enforceability of any provision hereof shall in no way affect the validity or
  enforceability of any other provision.

  






	
   

  	
   

  	
   

  
	
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  14.

  	
  Modification. There
  are no verbal understandings between the Parties. This Agreement contains the
  entire agreement of the Parties and shall not be changed, modified, or
  terminated, except in writing signed by the Parties.

  
	
   

  	
   

  
	
  15.

  	
  Choice of Law. This
  Agreement shall be construed in accordance with the laws of the State of
  Nevada.

  
	
   

  	
   

  
	
  16.

  	
  Assignment. The rights and obligations of the Company under
  this Agreement shall inure to the benefit of and shall be binding upon
  the successors and assigns of the Company. The Employee’s rights, powers,
  privileges and immunities under this
  Agreement shall not be assignable without the prior written consent of the
  Company.

  
	
   

  	
   

  
	
  19..

  	
  Binding Effect. This
  Agreement shall be binding upon and shall inure to the benefit of the Parties
  and their respective heirs, legal representatives, successors and assigns.

  
	
   

  	
   

  
	
   

  	
  IN WITNESS
  WHEREOF, the Parties
  have hereto set their hands on the day and year first above written.

  






	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COMPANY:

  	
   

  	
   

  	
  National Automation Services Inc.

  
	
   

  	
   

  	


  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	


  
	
   

  	
   

  	
   

  	
  


  
	
   

  	
   

  	
  Name:

  	
  Bob Chance

  
	
   

  	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EMPLOYEE:

  	
   

  	
   

  	
  By:

  	


  
	
   

  	
   

  	
   

  	
   

  	
  


  
	
   

  	
   

  	
   

  	
  Name:

  	
  David Marlow

  






	
   

  	
   

  	
   

  
	
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  Employment Agreement- Brandon Spiker
Page 3 of  3

  	
  Initials
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