EMPLOYMENT
      AGREEMENT

    BETWEEN

    CONCENTRIC
      ENERGY CORP.

    AND
      

    BONITA
      BOGAERT

    


    THIS
      EMPLOYMENT AGREEMENT
      (the
“Agreement”), is dated as of November 2, 2007 (the “Execution Date”) and is
      entered into by and between Concentric Energy Corp., a Nevada corporation (the
      “Company”), and Bonita Bogaert (the “Executive”), collectively referred to
      herein as the “parties”.

    


    WHEREAS,
      the
      Company wishes to employ the Executive as of November 2, 2007 to serve as its
      VP
      Health, Safety and Environmental Compliance as well as to perform other duties
      on behalf of the Company, as determined by the Chief Executive Officer.


    


    NOW,
      THEREFORE,
      for and
      in consideration of the mutual promises and conditions made herein and for
      other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereby agree as follows.

    


    ARTICLE
      I

    EMPLOYMENT
      AND TERM OF EMPLOYMENT

    


    1.1. Employment
      and Term.
      The
      Company hereby employs Executive to render full-time services to the Company,
      subject to Section 2.2 of this Agreement, and except during vacation periods
      and
      reasonable periods of absence due to sickness, personal injury or other
      disability, upon the terms and conditions set forth below, from the Effective
      Date of this Agreement until the employment relationship is terminated in
      accordance with the provisions of this Agreement. This Agreement is for a term
      of two (2) years from the Effective Date (the “Stated Term”) unless renewed or
      terminated earlier as provided for herein (the “Employment Term”). 

     

    1.2. Renewal.
      This
      Agreement will be automatically renewed for an additional one (1) year period
      (without any action by either party) at the end of the Stated Term and on each
      anniversary thereof (the “Renewal Period”), unless one party gives to the other
      written notice 60 days in advance of the beginning of any of the Renewal Period
      that this Agreement is to be terminated. 

     

    1.3. Acceptance.
      Executive hereby accepts employment with the Company and agrees to devote her
      best efforts, subject to Section 2.2 of this Agreement, to rendering the
      services described below. The Executive shall accept and follow the direction
      and authority of the CEO in the performance of her duties, and shall comply
      with
      all existing and future regulations applicable to employees of the Company
      and
      to the Company’s business.

     

    1.4. Termination
      of Prior Agreements. Upon
      execution of this Agreement, all prior employment and/or consultant agreements
      between Executive and the Company or its subsidiaries shall be deemed terminated
      and there shall be no right to severance or other related benefits thereunder;
      provided, however, that the foregoing will not apply to any obligation of the
      Company or any of its subsidiaries to indemnify Executive against any losses,
      costs, damages or expenses.   


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      II

    DUTIES
      OF EMPLOYEE

    


    2.1. General
      Duties.
      Executive shall serve as VP Health, Safety and Environmental Compliance and
      shall perform such duties as may be reasonably assigned to her from time to
      time
      by the CEO, which such duties shall include but not be limited to those set
      forth on Exhibit
      A
      to this
      Agreement. To the extent consistent with the Company’s Articles of
      Incorporation, as amended (“Articles”) and Bylaws, as amended (“Bylaws”),
      Executive shall have all powers, duties and responsibilities necessary to carry
      out her duties, and such other powers and duties as the CEO may prescribe
      consistent with the Company’s Articles and Bylaws. 

    


    2.2. Exclusive
      Services.
      Except
      as set forth on Exhibit
      B
      hereto,
      it is understood and agreed that the Executive may not engage in any other
      business activity during the Employment Term, whether or not for profit or
      other
      remuneration, without the prior written consent of the Company; provided,
      however,
      that
      the Executive may (i) manage personal and family investments (ii) engage in
      charitable, philanthropic, educational, religious, civic and similar types
      of
      activities to the extent that such activities do not materially hinder or
      otherwise interfere with the business of the Company or any affiliate or
      subsidiary of the Company, or the performance of the Executive’s duties under
      this Agreement and (iii) subject to the approval of the Board of Directors,
      serve as a director or as a member of an advisory board of another business
      enterprise. 

    


    2.3. Reporting
      Obligations.
      In
      connection with the performance of her duties hereunder, the Executive shall
      report directly to, and take direction from, the CEO. 

    


    ARTICLE
      III

    COMPENSATION
      AND BENEFITS OF EMPLOYEE

    


    3.1. Annual
      Base Salary. The
      Company shall pay the Executive salary for the services to be rendered by her
      during the Employment Term at the monthly rate of eleven thousand, one hundred
      seventeen ($11,117) (the “Base Salary”), subject to increases, if any, as the
      Board of Directors ("Board") may determine in its sole discretion after periodic
      review of the Executive’s performance of her duties hereunder not less
      frequently than annually. Such Base Salary shall be payable in periodic
      installments in accordance with the terms of the Company’s regular payroll
      practices in effect from the time during the term of this Agreement, but in
      no
      event less frequently than once each month. 

    


    3.2. Bonuses
      and Perquisites.
      The
      Executive shall be entitled to participate in the bonus and perquisite
      arrangements shown on Exhibit
      C.
      The
      executive is considered to have an initial employment date of November 2, 2007.
      

    


    3.3. Expenses.
      The
      Company shall pay or reimburse the Executive for all reasonable, ordinary and
      necessary business expenses actually incurred or paid by the Executive in the
      performance of Executive’s services under this Agreement in accordance with the
      expense reimbursement policies of the Company in effect from time to time during
      the Employment Term, upon presentation of proper expense statements or vouchers
      or such other written supporting documents as the Company may reasonably
      require. 

    


    3.4. Vacation.
      The
      Executive shall be entitled to four (4) weeks paid vacation for each calendar
      year (prorated for any portion of a year, as applicable), of which two (2)
      shall
      be vested upon execution of this Agreement, with two (2) vested at the six
      month
      anniversary of this Agreement. Thereafter, four (4) weeks of vacation shall
      vest
      on each following employment anniversary. Unused vacation shall not be retained
      past the annual anniversary.


    
      
        
        

      

      
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    3.5. General
      Employment Benefits.
      Except
      as noted on Exhibit
      C,
      the
      Executive shall be entitled to participate in, and to receive the benefits
      under, any pension, health, life, accident and disability insurance plans or
      programs and any other employee benefit or fringe benefit plans that the Company
      makes available generally to its employees, as the same may be in effect from
      time to time during the Employment Term. 

    


    3.6. Liability
      Insurance.
      The
      Company shall maintain liability insurance coverage covering the Executive,
      in
      her capacity as an officer of the Company and any other capacity in which the
      Executive serves at the request of the Company, in amounts customary for
      similarly situated companies and with insurers reasonably acceptable to the
      Executive. The obligations of this Section 3.6 shall survive for a period of
      three (3) years following the Executive’s termination of employment with the
      Company.

    


    3.7. Indemnity.
      In the
      event Executive or her estate or executors becomes a party, or is threatened
      to
      be made a party, to any threatened, pending or completed action, suit or
      proceeding, whether or not by or in the right of Company, and whether civil,
      criminal, administrative, investigative or otherwise, by reason of Executive's
      performance of Executive's duties hereunder or the fact that Executive is or
      was
      a director, officer, employee, agent or fiduciary of the Company, or is or
      was
      serving at the partnership, joint venture, trust or other enterprise, the
      Company shall, to the maximum extent permitted by applicable law, hold the
      Executive harmless from and against any claim, loss or cause of action arising
      from or relating thereto; provided, however, that the indemnity provided under
      this Section 3.7 shall not apply with respect to any liability or matter arising
      from acts or omissions not in good faith or which involve intentional misconduct
      or a knowing violation of law, for any breach of the Executive’s duty of loyalty
      to the Company, or for any transaction from which the Executive derived an
      improper personal benefit. If any claim is asserted against the Executive for
      which the Executive reasonably believes in good faith he is entitled to be
      indemnified hereunder, the Company shall, at its option and to the maximum
      extent permitted by applicable law, (i) assume the defense thereof or (ii)
      pay
      the Executive’s reasonable legal expenses (or cause such expenses to be paid) on
      a quarterly basis, if the Company does not so assume the defense; provided,
      that
      the Executive shall reimburse the Company for such amounts if the Executive
      shall be found by a final, non-appealable order of a court of competent
      jurisdiction or any arbitrator not to be entitled to indemnification hereunder.
      Executive shall cooperate as reasonably requested by the Company in the defense
      of any such threatened or pending action, suit or proceeding. The Company's
      indemnity obligations and duties as set forth in this Section 3.7 shall survive
      indefinitely the termination or expiration of this Agreement; provided,
      however,
      that
      the Company’s indemnity obligations and duties as set forth in this Section 3.7
      shall terminate upon any felony conviction of the Executive at any time.


    


    ARTICLE
      IV

    TERMINATION
      OF EMPLOYMENT

    


    4.1. Termination.
      This
      Agreement may be terminated earlier as provided for in this Article IV, or
      extended as set forth herein.

    


    4.2. Termination
      For Cause.
      The
      Company reserves the right to terminate this Agreement for cause immediately
      upon: (a) Executive’s willful and continued failure to substantially perform her
      duties with the Company (other than such failure resulting from her incapacity
      due to physical or mental illness), (b) Executive’s willful engagement in gross
      misconduct, as determined by the Board in good faith, which is materially and
      demonstrably injurious to the Company; (c) breach of this Agreement, or (d)
      Executive’s commission of a felony, or an act of fraud against the Company or
      its affiliates; provided,
      however,
      the
      Company may not terminate the Executive’s employment for cause in the case of
      Section 4.2(a), unless the Company has first provided Executive with
      written notice, specifying in detail the act or acts alleged to constitute
      cause, and provided the Executive with a period of not less than 15 calendar
      days to cure the failure in the manner specified in such notice. Executive
      shall
      not be entitled to any severance benefits, or vesting of unvested stock options
      and equity incentives of the Company granted to Executive upon termination
      for
      cause under Sections 4.2(c) or 4.2(d). 


    
      
        
        

      

      
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    4.3. Termination
      Without Cause.
      Notwithstanding anything to the contrary in this Agreement, the Company reserves
      the right to terminate this Agreement at any time upon 30 days’ written notice
      to Executive, without cause, subject to the express terms and provisions set
      forth in Sections 4.5 and 4.6. 

    


    4.4. Voluntary
      Termination by Executive.
      Notwithstanding anything to the contrary in this Agreement, Executive may
      terminate this Agreement at any time upon 30 days’ written notice to the
      Company, subject to the terms and provisions below. 

    


    Except
      in
      the case of a termination for “good reason”, as set forth in Section 4.7 of this
      Agreement, the Company shall not be obligated to pay any severance benefit
      to
      Executive if Executive terminates this Agreement pursuant to this Section
      4.4.

    


    4.5. Severance.
      In the
      event that during the Employment Term the Executive is terminated by the Company
      “without cause” (as set forth in Section 4.3), or the Executive terminates her
      employment for “good reason” (as set forth in Section 4.7), the Executive shall
      be provided or promptly be paid (i) any accrued but unpaid salary, accrued
      but
      unused vacation time, un-reimbursed expenses which otherwise would be reimbursed
      in the normal course and vested benefits under any of the Company’s benefit plan
      in which the Executive is a participant, (ii) any bonus previously declared
      but
      not yet paid, and (iii) a cash payment equal to 24 months of Executive’s
      Base Salary as provided for in Section 3.1 of this Agreement, paid in 24 equal
      monthly installments, less any taxes that must be withheld. In addition, upon
      a
      termination under this Section 4.5, any portion of any of stock or options
      of
      the Company granted to the Executive but unvested shall be vested.

    


    4.6. Change
      of Control.
      In the
      event that during the Employment Term the Executive is terminated by the Company
      or the Executive terminates her employment for “good reason,” as set forth in
      Section 4.7 of this Agreement, within 12 months following a “change of
      control” (as defined below) occurs after the Effective Date (a “Change of
      Control Termination”), the Executive shall promptly be paid (i) any accrued but
      unpaid salary, accrued but unused vacation time, un-reimbursed expenses which
      otherwise would be reimbursed in the normal course and vested benefits under
      any
      of the Company’s benefit plan in which the Executive is a participant, (ii) any
      bonus previously declared but not yet paid, and (iii) a cash payment equal
      to 24 months of Executive’s Base Salary as provided for in Section 3.1 of this
      Agreement, paid in 24 equal monthly installments, less any taxes that must
      be
      withheld. In addition, upon a Change of Control Termination, any portion of
      any
      of the stock or options granted to the Executive but unvested shall be vested.
      A
“Change in Control Termination” will also include a termination of the Executive
      by the Company without cause or a termination by the Executive of her employment
      for “good reason,” as set forth in Section 4.7 of this Agreement, in either
      case, following the commencement of any discussion with a third person that
      ultimately results in a “change in control” (as defined below).


    
      
        
        

      

      
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    For
      purposes of this Section 4.6, a “change of control” shall mean an event
      involving one transaction or a series of related transactions in which (i)
      the
      Company issues securities representing more than 50% of the beneficial ownership
      (within the meaning of Rule 13d-3 promulgated under the Securities Exchange
      Act
      of 1934, as amended (“the “Exchange Act”), or any successor provision) of the
      outstanding voting power of the then outstanding securities entitled to vote
      generally in the election of directors (“Voting Stock”) of the Company to any
      individual, firm, partnership, or other entity, including a “group” within the
      meaning of Section 13(d)(3) of the Exchange Act (ii) the Company issues
      securities representing more than 50% voting stock of the Company in connection
      with a merger, consolidation or other business combination (other than for
      purposes of reincorporation), (iii) the Company is acquired in a merger or
      other
      business combination transaction in which the Company is not the surviving
      corporation (other than a reincorporation), (iv) more than 50% of the Company’s
      consolidated assets or earning power are sold or transferred, or (v) the Board
      of the Company determines, in its sole and absolute discretion, that there
      has
      been a change in control of the Company; provided, however, that clauses (ii),
      (iii) and (iv), above, will constitute a “change in control” only if all or
      substantially all of the individuals and entities who were the beneficial owners
      of Voting Stock of the Company immediately prior to such merger, consolidation
      or other business combination or sale or transfer of earning power or assets
      (each, a “Business Combination”) beneficially own less than 50% of the combined
      voting power of the then outstanding shares of Voting Stock of the entity
      resulting from such Business Combination (including, without limitation, an
      entity which as a result of such transaction owns the Company or all or
      substantially all of the Company’s earning power or assets either directly or
      through one or more subsidiaries). 

    


    4.7. Good
      Reason.
      The
      Executive may terminate her employment for “good reason” after giving the
      Company detailed written notice thereof, if the Company shall have failed to
      cure the event or circumstance constituting “good reason” within ten (10)
      business days after receiving such notice. Good reason shall mean the occurrence
      of any of the following without the written consent of the Executive: (i) the
      assignment to the Executive of duties inconsistent with this Agreement or a
      change in her reporting obligations, positions, titles or authority; (ii) any
      failure by the Company to comply with Article III hereof in any material way;
      (iii) the failure of the Company to comply with and satisfy Section 6.2 of
      this
      Agreement; (iv) the relocation of the principal place where the Executive
      regularly performs services for the Company outside of the Phoenix, Arizona
      area; (v) any change in Board membership prior to an initial public offering
      not
      agreed to by the Executive in writing (vi) any material breach of this Agreement
      by the Company; (vii) any demand by the Board that would cause the Executive,
      if
      the demand were honored, to incur material liability with respect to civil
      or
      criminal statutes or with respect to local, state or federal regulatory
      practice.. The Executive’s continued employment shall not constitute consent to,
      or a waiver of rights with respect to, any act or failure to act constituting
      “good reason” hereunder.

     

    4.8. Disability.
      If
      Executive becomes permanently and totally disabled, this Agreement shall be
      terminated. Executive shall be deemed permanently and totally disabled if he
      is
      unable to engage in the activities required by this Agreement by reason of
      any
      medically determinable physical or mental impairment, as confirmed by three
      independent physicians, which can be expected to result in death or which has
      lasted or can be expected to last for a continuous period of not less than
      12
      months. Upon termination due to disability, the Executive shall promptly be
      paid
      (i) any accrued but unpaid salary, accrued but unused vacation time,
      unreimbursed expenses which otherwise would be reimbursed in the normal course
      and vested benefits under any of the Company’s benefit plans in which the
      Executive is a participant, (ii) any bonus previously declared but not yet
      paid,
      and (iii) a lump sum payment equal to 24 months of Base Salary, as contained
      in
      Section 3.1 of this Agreement, or Executive’s then current rate of compensation,
      whichever is greater. In addition, upon termination due to disability, any
      portion of any of the stock or options granted to the Executive that is not
      then
      vested shall vest. This Section 4.8 will not limit the entitlement of the
      Executive to any other benefits then available to the Executive under any plan
      or program of the Company. Upon termination due to disability, the Executive
      shall be entitled to continuation of health care benefits for one year.



    
      
        
        

      

      
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    4.9. Death.
      If
      Executive dies during the term of this Agreement, this Agreement shall be
      terminated on the last day of the calendar month of her death subject to the
      express terms and provisions below. Upon termination due to death, the
      designated beneficiary, as provided in Section 6.8 below, or the estate or
      representative of Executive, shall promptly be paid (i) any accrued but unpaid
      salary, accrued but unused vacation time, unreimbursed expenses which otherwise
      would be reimbursed in the normal course and vested benefits under any of the
      Company’s benefit plans in which the Executive is a participant, (ii) any
      bonus previously declared but not yet paid, and (iii) a lump sum payment equal
      to 24 months of Executive’s Base Salary, as contained in Section 3.1 of this
      Agreement, or Executive’s then current rate of compensation, whichever is
      greater. In addition, upon termination due to death, any portion of any of
      the
      stock or options granted to the Executive that is not then vested shall become
      vested. This Section 4.9 will not limit the entitlement of the Executive’s
      estate or beneficiaries to any death or other benefits then available to the
      Executive under any life insurance, stock ownership, stock options, or other
      benefit plan or policy that is maintained by the Company for the Executive’s
      benefit. For a period of two years following the Executive’s death, the Company,
      at the Company’s expense, shall provide the Executive’s eligible dependents,
      spouse and children under age of 21, with all health care benefits currently
      in
      place or to be established by the Company.

    


    4.10. Effect
      of Termination.
      Except
      as expressly provided for in this Agreement, the termination of employment
      shall
      not impair any obligation that accrued prior to termination, nor shall it excuse
      the performance of any obligation which is required or contemplated hereunder
      to
      be performed after termination, and any such obligation shall survive the
      termination of employment and this Agreement. 

    


    ARTICLE
      V

    COVENANTS
      AND REPRESENTATIONS OF EMPLOYEE

    


    5.1. Unfair
      and Non-Competition.
      The
      Executive acknowledges that he will have access at the highest level to, and
      the
      opportunity to acquire knowledge of, the Company’s business plans, trade secrets
      and other confidential and proprietary information from which the Company may
      derive economic or competitive advantage, and that he is entering into the
      covenants and representations in this Article V in order to preserve the
      goodwill and going concern value of the Company, and to induce the Company
      to
      enter into this Agreement. The Executive agrees not to compete with the Company
      or to engage in any unfair competition with the Company during the Employment
      Term. For purposes of this Agreement, the phrase “compete with the Company,” or
      the substantial equivalent thereof, means that Executive, either alone or as
      a
      partner, member, director, employee, shareholder or agent of any other business,
      or in any other individual or representative capacity, directly or indirectly
      owns, manages, operates, controls, or participates in the ownership, management,
      operation or control of, or works for or provides consulting services to, or
      permits the use of her name by, or lends money to, any business or activity
      which is or which becomes, at the time of the acts or conduct in question,
      directly or indirectly competitive with the development, financing and/or
      marketing of the products, proposed products or services of the Company except
      where approved by the Board. During the Employment Term, Executive shall not
      directly or indirectly acquire any stock or interest in any corporation,
      partnership, or other business entity that competes, directly or indirectly,
      with the business of the Company without obtaining the prior written consent
      of
      the Company. Notwithstanding the foregoing, this Section 5.1 shall not apply
      to
      the ownership or acquisition of stock or an interest representing less than
      a 5%
      beneficial interest in a corporation that is obligated to file reports with
      the
      Securities and Exchange Commission pursuant to the Exchange Act and to those
      companies listed in Exhibit
      B
      to this
      Agreement, or to such Companies added to Exhibit
      B
      to this
      Agreement as expressly permitted by the Company.

    


    In
      addition, Executive agrees to treat the Company respectfully and professionally
      and not disparage the Company (or the Company’s party’s officers or directors)
      in any manner likely to be harmful to the Company or its business, business
      reputation or personal reputation. Furthermore, the Executive agrees not to
      interfere with any of the Company’s contractual obligations. 


    
      
        
        

      

      
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    5.2. Confidential
      Information.
      During
      the Employment Term and thereafter, Executive agrees to keep secret and to
      retain in the strictest confidence all material confidential matters which
      relate to the Company or its “affiliate” (as that term is defined in the
      Exchange Act), including, without limitation, trade secrets, business plans,
      financial projections and reports, business strategies, internal operating
      procedures, and other confidential business information from which the Company
      derives an economic or competitive advantage, or from which the Company might
      derive such advantage in its business, whether or not it is labeled “secret” or
“confidential” or some similar term, and not to intentionally disclose any such
      information to anyone outside of the Company, whether during or after the
      Employment Term, except in connection with pursuing in good faith the interests
      and business of the Company. The foregoing restrictions and obligations under
      this Section 5.2 will not apply (i) to any confidential information
      that is or becomes generally available to the public or generally known to
      persons engaged in businesses similar to or related to that of the Company,
      other than as a result of a disclosure by Executive, (ii) if the Executive
      is required by law to make disclosure, or (iii) to disclosure to any
      director of the Company. The Company may waive application of the foregoing
      restrictions and obligations in its sole discretion from time to time. The
      Executive will use only such confidential information for purposes of performing
      its duties under this Agreement.

    


    5.3. Non-Solicitation
      of Employees.
      The
      Executive and any entity controlled by her or with which he is associated (as
      the terms “control” and “associate” are defined in the Exchange Act) shall not,
      during the Employment Term and for a term of two (2) years thereafter, directly
      or indirectly solicit, interfere with, offer to hire or induce any person who
      is
      or was an officer or employee of the Company or any affiliate (as the term
      “affiliate” is defined in the Exchange Act) (other than secretarial personnel)
      to discontinue her relationship with the Company or an affiliate of the Company,
      in order to accept employment by, or enter into a business relationship with,
      any other entity or person. (These acts are hereinafter referred to as the
      “prohibited acts of solicitation.”) The foregoing restriction, however, shall
      not apply to any business with which Executive may become associated after
      the
      Employment Term.

    


    5.4. Return
      of Property.
      Upon
      termination of employment, and at the request of the Company, the Executive
      agrees to promptly deliver to the Company all Company or affiliate memoranda,
      notes, records, reports, manuals, drawings, designs, computer files in any
      media, and any other documents (including extracts and copies thereof) relating
      to the Company or its affiliates, and all other property of the Company. Upon
      termination, the Executive shall cease to use all such materials and information
      set forth under Section 5.2.

    


    5.5. Inventions.
      Unless
      otherwise provided on Exhibit B, all processes, inventions, patents, copyrights,
      trademarks, and other intangible rights that may be conceived or developed
      by
      the Executive, either alone or with others, during the Employment Term, whether
      or not conceived or developed during Executive’s working hours, and with respect
      to which the equipment, supplies, facilities or trade secret information of
      the
      Company was used, or that relate at the time of conception or reduction to
      practice of the invention to the business of the Company, or to the Company’s
      actual or demonstrably anticipated research or development, or that result
      from
      any work performed by Executive for the Company, shall be the sole property
      of
      the Company. Upon the request of the Company, Executive shall disclose to the
      Company all inventions or ideas conceived during the Employment Term, whether
      or
      not the property of the Company under the terms of this provision, provided
      that
      such disclosure shall be received by the Company in confidence. Upon the request
      of the Company, Executive shall execute all documents, including patent
      applications and assignments, required by the Company to establish the Company’s
      rights under this provision.


    
      
        
        

      

      
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    5.6. Representations.
      The
      Executive represents and warrants to the Company that he has full power to
      enter
      into this Agreement and perform her duties hereunder, and that her execution
      and
      delivery of this Agreement, he has no outstanding agreement, whether oral or
      written or any obligation that is or may be in conflict with any of the
      provisions of this Agreement or that would preclude Executive from complying
      with the provisions of this Agreement, and the performance of her duties shall
      not result in a breach of, or constitute a default under, any agreement or
      understanding, whether oral or written, including, without limitation, any
      restrictive covenant or confidentiality agreement, to which he is a party or
      by
      which he may be bound. Executive further represents and warrants that he has
      not
      misappropriated any confidential information and/or trade secrets of any third
      party that he intends to use in the performance of her duties under this
      Agreement. Executive further agrees that he will not enter into any conflicting
      agreement.

    


    5.7. Non-Payment
      Upon Non-Compliance.
      Should
      the Company believe that the Executive has breached any one of the covenants
      set
      forth in this Article V, the Company shall have recourse to binding arbitration
      undertaken within 300 miles of Company headquarters under the rules of the
      American Arbitration Association in order to seek stop payment under the
      benefits described in Sections 4.5 and 4.6 above, in addition to all other
      rights and remedies the Company may have available at law or in equity. The
      Company shall provide written notice to Executive, ten (10) days prior to an
      expected payment, of the breach of a covenant and the ensuing non-payment
      thereof; provided, however, that if the Company learns of the breach without
      sufficient time to provide ten (10) days notice, the Company shall provide
      written notice as soon thereafter as practicable but may not, in any event,
      suspend payments to the Executive pursuant to this section except by written
      mutual agreement, or by recourse with respect to 4.5 and 4.6 above to binding
      arbitration, or apart from 4.5 and 4.6 above by recourse to other remedies
      at
      law.

    


    ARTICLE
      VI

    MISCELLANEOUS
      PROVISIONS

    


    6.1. Notices.
      All
      notices to be given by either party to the other shall be in writing and may
      be
      transmitted by personal delivery, facsimile transmission, overnight courier
      or
      mail, registered or certified, postage prepaid with return receipt requested;
      provided,
      however,
      that
      notices of change of address or telex or facsimile number shall be effective
      only upon actual receipt by the other party. Notices shall be delivered at
      the
      following addresses, unless changed as provided for herein.

    


    
      	
              To
                the Executive:

            	
              Bonita
                Kay Bogaert

            
	 	
              1904
                Glenwood Drive

            
	 	
              Moline,
                IL 61265

            
	 	 
	
              To
                the Company:

            	
              Board
                of Directors

            
	 	
              Concentric
                Energy Corp.

            
	 	
              3550
                Sabin Brown Road, Suite 3

            
	 	
              Wickenburg,
                AZ 85390

            
	 	
              Facsimile
                (928) 684-2510

            
	 	 
	
              With
                a copy to:

            	
              Bruce
                Dravis

            
	 	
              Downey
                Brand Attorneys LLP

            
	 	
              555
                Capitol Mall

            
	 	
              Sacramento,
                CA 95814

            
	 	
              Facsimile
                (916) 444-2100

            


    

    


    6.2. No
      Assignment, In General. Except
      as
      provided below, this Agreement, and the rights and obligations of the parties,
      may not be assigned by either party without the prior written consent of the
      other party. Notwithstanding the foregoing, this Agreement may be assigned
      to
      the entity that is the successor of the Company resulting from a change in
      control as defined in Section 4 hereof. 


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    6.3. Entire
      Agreement.
      This
      Agreement and the documents delivered pursuant hereto supersedes any and all
      other agreements or understandings of the parties, either oral or written,
      with
      respect to the employment of the Executive by the Company, and contains the
      complete and final agreement and understanding of the parties with respect
      thereto. The Executive acknowledges that no representation, inducements,
      promises, or agreements, oral or otherwise, have been made by the Company or
      any
      of its officers, directors, employees or agents, which are not expressed herein,
      and that no other agreement shall be valid or binding on the
      Company.

    


    6.4. Amendments
      and Modifications.
      This
      Agreement may be amended or modified only by writing
      signed by both parties hereto.

    


    6.5. Withholding
      Taxes.
      All
      amounts payable under this Agreement, whether such payment is to be made in
      cash
      or other property, including without limitation stock of the Company, shall
      be
      subject to withholding for Federal, state and local income taxes, employment
      and
      payroll taxes, and other legally required withholding taxes and contributions
      to
      the extent appropriate in the determination of the Company, and the Executive
      agrees to report all such amounts as ordinary income on her personal income
      tax
      returns and for all other purposes, as called for.

    


    6.6. Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable by any
      judgment of a tribunal of competent jurisdiction, the remaining provisions
      and
      terms of this Agreement shall not be affected by such judgment, and this
      Agreement shall be carried out as nearly as possible according to its original
      terms and intent and, to the full extent permitted by law, any provision or
      restrictions found to be invalid shall be amended with such modifications as
      may
      be necessary to cure such invalidity, and such restrictions shall apply as
      so
      modified, or if such provisions cannot be amended, they shall be deemed
      severable from the remaining provisions and the remaining provisions shall
      be
      fully enforceable in accordance with law.

    


    6.7. Effect
      of Waiver.
      The
      failure of either party to insist on strict compliance with any provision of
      this Agreement by the other party shall not be deemed a waiver of such
      provision, or a relinquishment of any right thereunder, or to affect either
      the
      validity of this Agreement, and shall not prevent enforcement of such provision,
      or any similar provision, at any time.

    


    6.8. Designation
      of Beneficiary.
      If the
      Executive shall die before receipt of all payments and benefits to which he
      is
      entitled under this Agreement, payment of such amounts or benefits in the manner
      provided herein shall be made to such beneficiary as he shall have designated
      in
      writing filed with the Secretary of the Company or, in the absence of such
      designation, to her estate or personal representative. 

    


    6.9. Attorneys
      Fees.
      In any
      proceeding brought to enforce any provision of this Agreement, or to seek
      damages for a breach of any provision hereof, or when any provision hereof
      is
      validly asserted as a defense, the prevailing party will be entitled to receive
      from the other party all reasonable attorney’s fees and costs in connection
      therewith.

     

    6.10. Governing
      Law.
      This
      Agreement will be governed by and construed in accordance with the laws of
      the
      State of Nevada, without regard to its conflict of laws principles.

    


    6.11. Counterparts.  This
      Agreement may be executed in one or more counterparts, each of which, shall
      be
      deemed to be an original, but all of which together shall constitute one and
      the
      same instrument. For the purpose of proving the authenticity of this Agreement,
      facsimile signature shall be treated the same as original
      signatures.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


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

    


    
      	
              COMPANY:

            	
              CONCENTRIC
                ENERGY CORP.

            
	 	 	 
	 	
              By:
                

            	
              /s/
                Thomas F. Fudge

            
	 	 	
              Thomas
                F. Fudge Jr., Chief Executive Officer

            
	 	 	 
	 	 	 
	
              EXECUTIVE:

            	 	
              /s/
                Bonita Bogaert

            
	 	 	
              Bonita
                Bogaert

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    Duties

    


    Primary
      responsibilities will be to act as VP Health, Safety and Environmental
      Compliance of Concentric Energy Corp. including:

    


    Develop
      Corporate Policy related to employee and community health and safety with the
      goal of ensuring a level of compliance consistent with industry best practice.
      

    


    Provide
      support for the implementation of corporate health and safety policy. Report
      quarterly to the CEO and Board of Directors on the status of compliance with
      corporate health and safety policy.

    


    Develop
      Corporate Policy related to environmental compliance with the goal of ensuring
      a
      level of environmental stewardship consistent with industry best
      practices.

    


    Provide
      support for the implementation of environmental compliance policy. Report
      quarterly to the CEO and Board of Directors on the status of the Company’s
      environmental stewardship. Prior to the start-up of operating properties the
      Vice President of Health, safety and Environmental Compliance will co-lead,
      with
      the Vice President of Permitting and Governmental Relations, the development
      and
      implementation of a comprehensive plan to acquire all necessary permits and
      licenses for the operation of the Anderson Mine in Yavapai County,
      Arizona.

    


    Other
      assignments as deemed necessary by the CEO, including corporate development
      and
      communication.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    List
      of
      Companies excluded from Section 5.1:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    Options
      and shares:

    


    
      	
              Ownership

            	 	
              Options

            	 
	
              0

            	 	 	
              50,000
                

            	
              (1)

            


    

    


    (1)
      The
      terms of the options are as follows: exercise price of $7.00, vesting 50% at
      the
      execution of this Agreement and 50% on the first anniversary of this Agreement,
      subject to Executive's continued employment with Employer; vested options shall
      be exercisable until fifth anniversary of the execution of this Agreement.