# EMPLOYMENT
AGREEMENT

This Employment Agreement ("Agreement"), made this 25th day of April, 2002 ("Effective Date"),
is entered into among Martek Biosciences Corporation ("Martek"), a Delaware corporation, OGTAQ Corp., a Delaware
corporation and wholly-owned subsidiary of Martek ("Company"), and James Flatt ("Employee").

WHEREAS, Martek has entered into an agreement with OmegaTech, Inc., a Colorado corporation
("OmegaTech"), to acquire through a merger one hundred percent (100%) of the capital stock of OmegaTech (the
"Acquisition");

WHEREAS, Employee is Vice President, Reseach and Development of OmegaTech; and

WHEREAS, it is a condition to the Acquisition that Employee enter into this agreement and the
Proprietary Information, Inventions and Non-Solicitation Agreement attached hereto as Exhibit A.

NOW THEREFORE, in consideration of the Acquisition and the mutual covenants and promises
contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are
acknowledged by the parties, the parties agree as follows:

# 1.      Definitions.

1.1    Cause.
Cause shall mean those situations, as determined in the good faith, reasonable business
judgment of Company, in which (i) Employee has breached this Agreement in
any material respect, which breach is not cured, or is not capable of being
cured, by Employee within thirty (30) days after receiving written notice of the
breach from Company, (ii) Employee has committed fraud, misappropriation,
embezzlement, or other act of material misconduct against Company or Martek,
(iii) Employee has neglected or willfully failed or refused to perform
duties and responsibilities of Employee under this Agreement and the neglect,
failure or refusal continues for thirty (30) days after Employee receives
written notice thereof, (iv) Employee is convicted of, or enters a guilty
plea or a plea of no contest to, any felony or an act of moral turpitude or (v)
subject to proviso of Section 3.3 below, Employee does not relocate to
the Columbia, MD area no later than eighteen (18) months following the Initial
Employment Date.

1.2    Disability.
Disability shall mean Employee's inability to perform the essential functions of
his/her job for a continuous period of not less than one hundred twenty (120)
days.

1.3    Good Reason.
Good Reason shall mean the occurrence of any of the following events within (a) the first twelve (12) months
following the Initial Employment Date in the case of clauses (i)  and (ii)  below and (b) the first eighteen (18)
months following the Initial Employment Date in the case of clause (iii) below:  (i)  any material reduction in
Employees Base Salary (other than in connection with a general salary reduction affecting Marteks management);
(ii)  any material diminution in Employees title or responsibilities; or (iii)  relocation of Employees principal
place of business to a location more than fifty (50) miles from the facility in Boulder, Colorado.

1.4    Initial Employment Date.
Initial Employment Date shall mean the date that Employee begins employment with Company.

1.5    Change of Control.
Change of Control shall mean (i) the merger, consolidation or reorganization of Martek
with one or more entities in which Martek is not the surviving entity or
(ii) the sale or transfer of all or substantially all of Marteks
assets to another person or entity or (iii) any transaction (including a
merger, consolidation or reorganization) which results in any person or entity
(other than persons who are shareholders or affiliates of Martek immediately
prior to the transaction) owning fifty percent (50%) or more of the combined
voting power of all classes of stock of Martek.

2.      Term.  The term of this Agreement shall be for a period of three (3) years commencing
on the Initial Employment Date unless earlier terminated as provided below.

# 3.      Position and Duties.

3.1    Company Position and Duties.
Company hereby employs Employee, and Employee accepts employment with
Company, upon the terms set forth in this Agreement. Employee is employed by
Company as Senior Vice President, Research and Development. Employees duties shall be such duties
as are commensurate with the position of Senior Vice President, Research and Development of Company, as
determined by Company in its reasonable judgment. Employee shall discharge
his/her responsibilities and in all other respects serve Company faithfully and
to the best of his/her ability. Except as described below in Section 3.2,
Employee agrees to devote his/her full business time, attention and efforts to
the business and affairs of Company during the term of this Agreement.

3.2    Martek Position and Duties.
Employee shall also hold the office of Senior Vice President, Research and Developmen of Martek
and shall perform such duties as are commensurate with that office, as
determined by Martek in its reasonable judgment. Employee shall discharge
his/her responsibilities and in all other respects serve Martek faithfully and
to the best of his/her ability.

3.3    Relocation.
Employee shall relocate to the Columbia, Maryland area no later than eighteen (18) months following the Initial
Employment Date; provided, however, that this relocation obligation shall be contingent upon Company and Employee
reaching a mutually satisfactory agreement regarding reimbursement of reasonable relocation expenses, which
agreement shall be negotiated by Company and Employee in good faith following the Initial Employment Date.

# 4.      Compensation

4.1    Base Salary.
Company shall pay Employee a base salary (the "Base Salary") of $190,000 per annum, payable
in its normal pay increments in force from time to time (semi-monthly
installments as of the date of this Agreement) for all the services to be
rendered by Employee under this Agreement. Employees Base Salary shall be
reviewed annually by Company in accordance with its policies.

4.2    Incentive Compensation.
In addition to the Base Salary described in Section 4.1
above, Employee shall be eligible, in the discretion of Marteks
Compensation Committee and Board of Directors, to participate in Marteks
executive bonus program, currently known as the Management Cash Bonus Incentive
Plan.

4.3    Participation in Benefit Plans.
Employee shall also be entitled to participate in all employee
benefit plans or programs offered by Company from time to time to the extent
that his/her position, title, tenure, salary, age, health and other
qualifications make him/her eligible to participate. In addition, Company shall
reimburse Employee for reasonable business expenses incurred in performing
Employees duties and promoting the businesses of Company and Martek,
including without limitation reasonable entertainment expenses, travel and
lodging expenses, upon proper documentation and in accordance with
Companys business expense reimbursement policies. All benefits offered by
Company may be supplemented, discontinued or changed from time to time at the
sole discretion of Company.

4.4    Stock Options.
Subject to approval by Martek's Compensation Committee, Martek shall grant Employee an
option to purchase fifty thousand (50,000) shares of Marteks common
stock, under Marteks 2002 Stock Incentive Plan, effective on the Initial
Employment Date. The price per share of stock pursuant to the option will be the
closing price of Marteks common stock as of the common stocks last
trading date prior to the Initial Employment Date. The stock option shall be
subject to the terms of a separate stock option agreement, which separate
agreement shall provide, among other matters, the term of the options and the
applicable vesting period. To the extent that the terms of the separate stock
option agreement are in conflict with the terms set forth herein, the terms of
the separate stock option agreement shall govern.

5.      Proprietary Information, Inventions and Non-Solicitation Agreement.  Employee
acknowledges and agrees that, as a condition of the Acquisition and of Employee's employment by Company, Employee
shall be required to execute the Proprietary Information, Inventions and Non-Solicitation Agreement which is
attached hereto as Exhibit A.

# 6.      Termination.

6.1    Severance Fee.
Either party may terminate this Agreement by giving the other party thirty (30)
days advance written notice of its intent to terminate, except that
Company may terminate this Agreement at any time without notice for Cause. If
Company terminates this Agreement for reasons other than Cause or due to the
death or Disability of Employee, or if Employee terminates this Agreement for
Good Reason, Company shall pay Employee, within thirty (30) days of the
effective date of such termination, a Severance Fee, as additional
compensation, as set forth below:

(a)      If the termination occurs on or before

(i)      
the first (1st) anniversary hereof, the Severance Fee shall be equal to one (1) year's Base Salary;

(ii)     
the date that is thirteen (13) months from the date hereof, the Severance Fee
shall be equal to eleven-twelfths (11/12) of one (1) years Base Salary;

(iii)    
the date that is fourteen (14) months from the date hereof, the Severance Fee
shall be equal to ten-twelfths (10/12) of one (1) years Base Salary;

(iv)    
the date that is fifteen (15) months from the date hereof, the Severance Fee
shall be equal to nine-twelfths (9/12) of one (1) years Base Salary;

(v)     
the date that is sixteen (16) months from the date hereof, the Severance Fee
shall be equal to eight-twelfths (8/12) of one (1) years Base Salary; or

(vi)    
the date that is seventeen (17) months from the date hereof, the Severance Fee
shall be equal to seven-twelfths (7/12) of one (1) years Base Salary.

(b)      
If the termination occurs after the date that is seventeen (17) months from the
date hereof, the Severance Fee shall be equal to one-half (1/2) of one (1)
years Base Salary.

If Company terminates this Agreement for Cause or if Employee terminates this Agreement other than for Good
Reason or as set forth in Section 6.2 below, Employee shall have no right to the Severance Fee or salary continuation of any kind.

6.2    Change of Control.
Notwithstanding Section 6.1, Employee shall be entitled to a Severance Fee equal to
one (1) years Base Salary if, within the twelve (12) month period
immediately following a Change of Control (i) Company terminates this
Agreement for reasons other than Cause or due to death or Disability of Employee
or (ii) Employee resigns from the successor entity due to (a) a
material reduction in Employees Base Salary, (b) a material
diminution in Employees title or responsibilities or (c) relocation
of Employees principal place of business to a location more than fifty
(50) miles from Employees principal place of business immediately
preceding the Change of Control.

7.      Failure to Pay.  If Company fails to pay when due any amount owed to Employee
hereunder, including Base Salary, Severance Fee and reasonable business expenses incurred pursuant to Section
4.3, Martek shall pay the amount owed within thirty (30) days following receipt of notice from Employee that
Company failed to pay such amount, subject in all cases to the right of Company and/or Martek to dispute in good
faith whether the amount in question is owed to Employee.

8.      Notices.  All notices required or permitted under this Agreement shall be in writing
and shall be effective upon personal delivery or upon deposit in the United States Post Office, by registered or
certified mail, postage prepaid, addressed to the other party at the address shown below, or at such other
address as either party may designate to the other:

If to Employee:

7024 Quiet Retreat Court
                            Longmont, Colorado  80503

If to Company:

OGTAQ
                            c/o Martek Biosciences Corporation
                            6480 Dobbin Road
                            Columbia, Maryland  21045
                            Attention:  General Counsel

If to Martek:

Martek Biosciences Corporation
                            6480 Dobbin Road
                            Columbia, Maryland  21045
                            Attention:  General Counsel

9.      Delivery of Materials.  Employee agrees that upon the termination of his/her
employment by either party for any reason, Employee will deliver to Company all documents, papers, materials and
other property of Company or Martek relating to their respective affairs, which may then be in his/her possession
or under his/her control.

10.    Employee's Representation.  Employee represents that his/her performance of all the
terms of this Agreement and employment by Company does not and will not breach any agreement with any other
entity, including but not limited to any agreement with a prior employer.  Employee further represents that there
are no restrictions on Employee's ability to perform work for Company or serve as Senior Vice President, Research and Development of
Martek and to abide by this Agreement.  Employee has not entered into, and Employee agrees that during the term
of this Agreement he/she will not enter into, any agreement, either written or oral, in conflict with this
Agreement, and will not render or perform services for any other corporation, firm, entity or person which are
inconsistent with the provisions of this Agreement.

11.    Entire Agreement.  This Agreement constitutes the entire agreement between the parties
relating to its subject matter and supersedes all prior agreements and understandings, whether written or oral.

12.    Amendment.  This Agreement may be amended or modified only by a written instrument
executed by each of Company, Martek and Employee.

13.    Governing Law.  The Agreement shall be construed, interpreted and enforced in
accordance with the laws of the State of Maryland, without regard to the conflicts-of-law rules thereof.

14.    Successors and Assigns.  Employee shall not be permitted to assign this Agreement.
Each of Company and Martek shall have the right to assign this Agreement to their respective successors or
assigns and all covenants and agreements hereunder shall enure to the benefit of and be enforceable by or against
its said successors or assigns.  The terms "successor" and "assign" shall include any corporation, firm or other
business entity with or into which Company or Martek may merge or consolidate, or to which Company or Martek may
sell or transfer all or substantially all of their respective assets, or of which fifty percent (50%) or more of
the equity investment and of the voting control is owned, directly or indirectly, by or is in common ownership
with, Company or Martek, as applicable.  After any such assignment by Company or Martek, the assigning party
shall be discharged from all further liability hereunder and such assignee shall thereafter be deemed to be
Company or Martek, as the case may be, for the purposes of all provisions of this Agreement.

15.    Non-Waiver of Rights.  No delay or omission by Company, Martek or Employee in
exercising any right under this Agreement shall operate as a waiver of that or any other right.  A waiver or
consent on any one occasion shall be effective only in that instance and shall not be construed as a bar or
waiver of any right under this Agreement on any other occasion.  Any such waiver must be in writing and signed by
a duly authorized representative of Company or Martek or by Employee, as applicable.

16.    Captions.  The Captions of the sections of this Agreement are for convenience of
reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.

17.    Severability.  The unenforceability of any provision of this Agreement shall not
affect the enforceability of any other provision of this Agreement.

18.    Survival of Covenants.  The covenants, agreements and statements set forth in this
Agreement shall survive Employee's termination of employment with Company, for any reason, whether by Employee or
Company, whether voluntarily or involuntarily, and whether with or without Cause.

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

OGTAQ Corp.:

By:    /s/ George P. Barker
          Name:      ___________________________
          Title:       ___________________________
          Dated:    ___________________________

Martek Biosciences Corporation:

By:    /s/ George P. Barker
          Name:      ___________________________
          Title:      ___________________________
          Dated:    ___________________________

Employee:

By:    /s/James Flatt
          James Flatt
          Dated:    ___________________________

Exhibit A to Employment Agreement

# PROPRIETARY
INFORMATION, INVENTIONS
AND NON-COMPETE AGREEMENT

THIS PROPRIETARY  INFORMATION,  INVENTIONS AND NON-COMPETE AGREEMENT (this "Agreement"),  dated as of the 25th day of
April, 2002,  between OmegaTech,  Inc., a Delaware  corporation  ("Company," which, for the purposes hereof,  shall include any parent,
subsidiary  or affiliate  of Company),  having its  principal  place of business at 4909  Nautilus  Court  North,  Suite 208,  Boulder,
Colorado 80301, and James Flatt ("Employee").

WHEREAS,  as a condition of employment with Company,  and in  consideration  of the  compensation and other potential
benefits Employee anticipates, the sufficiency of which is hereby acknowledged by Employee;

NOW, THEREFORE, it is AGREED as follows:

1.      Acknowledgments.
Employee  acknowledges  that  (i) Company is engaged in a continuous  program of research, development,  and production  respecting its business,  present and future,  throughout the United States and worldwide (the foregoing,
together with any other  businesses  that Company  engages from the date hereof to the date of the  termination of this  Agreement,  is
hereinafter referred to as the "Company Business");  (ii) Employee's  services to Company have been and will continue to be special and
unique and have immeasurable  value to Company,  and Employee is expected to make new contributions and inventions of value to Company;
(iii) Employee's  work for  Company  allows  Employee  access to trade  secrets of and  confidential  information  concerning  Company;
(iv) the Company  Business is national and  international  in scope;  (v) Company  would not have agreed to employ Employee but for the
agreements and covenants  contained in this Agreement;  (vi) the agreements and covenants contained in this Agreement are necessary and
essential to protect the business,  goodwill,  and customer  relationships that Company has expended significant  resources to develop;
and  (vii) Employee's  employment  creates a  relationship  of trust  between  Employee  and Company  with  respect to any  information
applicable to the Company  Business or  applicable to the business of any client or customer of Company,  which may be made known to or
learned by Employee in such context during the period of Employee's employment.

2.      Ownership of Works.
Company shall own all rights,  including all trade  secrets and  copyrights,  in and to the following works created by Employee,  during the time Employee is employed by Company,  whether  created on Company  premises or at
some  other  location:  (i) works  which  directly  relate to or are  derived  from the actual or  anticipated  Company  Business;  and
(ii) works  which  result  from or are  derived  from any  task  assigned  to  Employee  or work  performed  by  Employee  for  Company
(collectively,  "Works").  Company shall own Works even if created  outside normal  working hours and regardless of whether  Employee's
own  equipment  or  Company  equipment  was  used to  create  Works.  Works  shall  include  all  discoveries,  developments,  designs,
improvements,  inventions,  formulas,  processes,  techniques,  know-how and data,  whether  patentable or  registerable  under patent,
copyright,  or similar statutes or reduced to practice and all  documentation  thereof.  To the extent that any Works do not qualify as
works made for hire under U.S.  copyright law, this Agreement shall constitute an irrevocable  assignment by Employee to Company of the
ownership of, and rights of copyright in, Works.  Employee agrees to give Company or its designees all assistance  reasonably  required
to protect such rights.

3.      Inventions.
If Employee individually or jointly makes,  conceives of, or reduces to practice any invention, technique, process, improvement,  modification,  development,  documentation,  data, design, idea, discovery,  trademark, trade secret,
formula,  process,  or other know-how,  whether patentable or not, in the course of performing  services for Company,  which relates in
any  manner to or is useful in the actual or  anticipated  Company  Business  or  results  from any task  assigned  to  Employee,  work
performed by Employee for Company,  or use by Employee of Company owned,  leased,  or contracted  premises or equipment  (collectively,
"Inventions"),  Employee  will and hereby  does assign to Company  Employee's  entire  right,  title and  interest in such  Inventions.
Employee  agrees that all  Inventions  shall be the sole property of Company and its assigns,  and Company and its assigns shall be the
sole owner of all patents,  copyrights,  and other rights in connection  therewith.  Employee  will disclose any such  Inventions to an
officer of Company and will,  upon  request,  promptly sign a specific  assignment of title to Company and do anything else  reasonably
necessary without  additional  compensation to enable Company to secure patent,  trade secret,  or any other proprietary  rights in the
United States or foreign  countries.  Employee agrees to execute any documents  deemed  necessary or advisable by Company to effect the
terms of this  paragraph.  Employee  agrees that  Employee's  obligation  to assist  Company in  obtaining  and  enforcing  patents and
copyrights  for  Inventions  shall  continue  beyond  Employee's  employment,  provided that after  termination  of employment  Company
compensates  Employee at a reasonable  rate for time  actually  spent by Employee at  Company's  request on such  assistance.  Employee
agrees that after  termination  of  employment  with  Company  Employee  shall not use or permit to be used any  Inventions,  except in
furtherance of Company Business.

4.      Non-Disclosure.
Employee  recognizes that Company competes in a highly  competitive  field and that Company possesses and will continue to possess  information  of commercial  value,  including but not limited to trade  secrets,  technical and
scientific  information,  financial business  information,  processes,  formulas,  data, know-how,  improvements,  inventions,  product
concepts,  discoveries,   developments,  designs,  inventions,  techniques,  marketing  plans,  strategies,  forecasts,  new  products,
blueprints,  specifications,  maps, programs, ideas, customer lists, vendor lists, pricing and other structures, marketing and business
strategies,  budgets,  projections,  licenses,  prices,  costs,  financial data, and plans,  proposals and information  about Company's
employees  and/or  consultants.  Employee  acknowledges  that  Employee's  employment  creates a  relationship  of confidence and trust
between Employee and Company with respect to all of the  above-described  information and any information that (i) is related or useful
to the Company  Business,  (ii) results  from the tasks  assigned to Employee  by  Company,  (iii) results  from the use of  equipment,
supplies,  or facilities owned,  leased, or contracted for by Company,  or (iv) is related or useful to the business of any customer of
Company  (collectively,  "Proprietary  Information").  Employee  agrees  that the  Proprietary  Information  constitutes  a unique  and
valuable asset which is essential to Company's  business success,  and that any release of Proprietary  Information would be harmful to
Company and/or its customers. To protect Company's secret,  confidential,  and/or Proprietary Information,  Employee agrees that at all
times,  including  during and after the term of Employee's  employment,  Employee will not disclose to any person,  firm,  company,  or
corporation  or use for  Employee's  own benefit or for the benefit of any third party (except in  furtherance  of Company  Business or
affairs of Company) any and all secret and/or  confidential  information or Proprietary  Information that Employee may have acquired in
the course of or as an incident to Employee's  employment with Company.  Employee further agrees to take all reasonable  precautions to
protect  against the  intentional,  negligent,  or  inadvertent  disclosure of Company's  secret  and/or  confidential  information  or
Proprietary Information to any other person or business entity.

5.      Non-Competition.
Employee understands and agrees that during Employee's  employment with Company,  Employee will be provided access to specialized  information  related to Company Business and trade secrets,  as well as Company's customers and
their  specific needs and  interests.  Employee  further agrees that if this  information  were used in  competition  against  Company,
Company would  experience  serious harm and the  competitor  would have a unique  advantage  against  Company.  Thus,  Employee  hereby
covenants  and agrees that at no time during  Employee's  employment  with Company and,  unless  Employee is  terminated  wrongfully or
without  cause,  for a period of one year  immediately  following  termination  of Employee's  employment  with Company,  will Employee
(i) develop,  own,  manage,  operate,  or otherwise  engage in,  participate in, represent in any way or be connected with, as officer,
director, partner, owner, employee, agent, independent contractor,  consultant,  proprietor, stockholder (except for the ownership of a
less than 5% stock interest in a publicly  traded  Company),  or otherwise,  any business or activity  competing  directly with Company
Business or the business of the  Company's  affiliates  in any state or region within or outside the United States within which Company
does  business;  (ii) act in any way,  directly or indirectly,  with the purpose or effect of soliciting,  diverting or taking away any
business,  customer,  client,  supplier,  or good will of Company;  or  (iii) otherwise  compete with Company in the sale or licensing,
directly or indirectly,  as principal,  agent or otherwise, of any products competitive with the products, or services competitive with
the services,  developed or marketed by Company in any geographic area where Company markets such products  and/or  services.  Employee
acknowledges that this covenant has a unique, substantial, and immeasurable value to Company.

Employee acknowledges the
following provisions of Colorado law, set forth in Colorado Revised Statutes
§8-2-113(2):

"Any covenant not to compete which restricts the right of any person to receive compensation for
          performance of skilled or unskilled labor for any employer shall be void, but this subsection (2) shall not
          apply to:

(a)      Any contract for the purchase and sale of a business or the assets of a business;

(b)      Any contract for the protection of trade secrets;

(c)      Any contract provision providing for the recovery of the expense of educating and training an employee who has
          served an employer for a period of less than two years;

(d)      Executive and management personnel and officers and employees who constitute professional staff to executive and
          management personnel."

Employee acknowledges that
this Agreement is a contract for the protection of trade secrets under
§8-2-113(2)(b), and is intended to protect the confidential information and
trade secrets of the Company. If applicable, Employee also acknowledges that he
or she is an executive or manager, or professional staff to an executive or
manager, within the meaning of §8-2-113(2)(d). In consideration for the
Employees agreement to be bound by the covenants and restrictions of this
Section 5, the Company shall deliver, or cause to be delivered, to the Employee
15,732 Directed Shares (as defined in the Merger Agreement) and cash in the
amount of $22.83. As used herein Merger Agreement shall refer to that
certain Agreement and Plan of Merger dated as of March 25, 2002 among Martek
Biosciences Corporation, OmegaTech, Inc. and OGTAQ Corp. The Directed Shares to
be issued to Employee pursuant to this Section 5 (the Non-Compete
Shares) shall be issued to Employee immediately prior to the time at which
the Registration Statement (as defined in the Merger Agreement) registering the
resale of such shares is declared effective by the Securities and Exchange
Commission. If the terms of any applicable Company securities trading policy
prevent Employee from selling the Non-Compete Shares on the date such shares are
issued to Employee, the Company shall pay, on behalf of Employee, any federal,
state and local income taxes and other amounts as may be required by law to be
paid (the Withholding Taxes) with respect to the issuance of the
Non-Compete Shares. Employee shall pay the Company an amount equal to the
Withholding Taxes paid on his behalf within 30 days of the date Employee is no
longer prevented from selling the Non-Compete Shares pursuant to the terms of
any applicable Company securities trading policy; provided that if the use of
the Registration Statement registering the resale of such shares is suspended
for any portion of such 30-day period; such period shall be extended for a
number of days equal to the number of days during which use of such Registration
Statement is suspended.

6.      Non-Solicitation.
Employee hereby  covenants and agrees that at no time during  Employee's  employment with the Company  and for a period of one year  immediately  following  termination  of  Employee's  employment  with the  Company,  whether
voluntary or  involuntary  (collectively,  the  "Restricted  Period"),  will Employee  (i) act in any way with the purpose or effect of
recruiting,  hiring,  assisting or  soliciting,  directly or indirectly,  any of Company's  employees to leave the employ of Company or
(ii) solicit  any customer or  prospective  customer of Company for the purpose of  (1) inducing  or otherwise  intending to cause such
customer or prospective  customer to alter or end its business  relationship with Company or  (2) interfering  with Company's  business
relationship  with such customer or prospective  customer or (3) causing  such customer or  prospective  customer to purchase  products
and/or services  competitive  with those of Company.  For the purposes of this Agreement,  "customer" shall mean any company that was a
customer of Company at any time during the Restricted  Period,  and  "prospective  customer" shall mean any company that, to Employee's
knowledge, was actively solicited by Company at any time during the Restricted Period.

7.      Remedies.
Employee acknowledges,  understands,  and agrees that the restrictions contained in Paragraphs 2, 3, 4, 5, and 6 of this Agreement are reasonable,  fair, and equitable in scope, terms,  geographic area and duration,  are necessary to
protect the  legitimate  business  interests  and good will of  Company,  and are a material  inducement  to Company to enter into this
Agreement,  and that any breach or threatened  breach of such  restrictions  would cause Company  substantial and irreparable  harm for
which there is no adequate  remedy at law.  Therefore,  Employee agrees that in the event of any such breach or threatened  breach,  if
Company deems such action warranted by the particular  circumstances,  Company shall be entitled to equitable relief including, but not
limited to, temporary,  preliminary,  and permanent  injunctive  relief,  including the issuance of a temporary  restraining  order, in
order to secure the  specific  performance  of this  Agreement  without the  necessity  of posting  bond or  security,  which  Employee
expressly  waives.  Employee  agrees  that the  rights of Company  to obtain  injunctive  relief  shall not be  considered  a waiver of
Company's  rights to seek any other remedies it may have at law or in equity.  The  restrictions set forth herein shall be construed as
a series of separate and severable  covenants.  Employee  agrees that if in any proceeding,  the tribunal  refuses to enforce fully any
covenants  contained  herein because such covenants cover too extensive a geographic area or too long a period of time or for any other
reason  whatsoever,  any such covenant shall be considered  divisible  both as to duration and geographic  area so that each month of a
specified  period  shall be  deemed a  separate  period of time and each  county in each  particular  state (or such  other  geographic
subdivision  as the tribunal  determines is  reasonable) a separate  geographic  area,  resulting in an intended  requirement  that the
longest  lesser  period of time or the largest  lesser  geographic  area found by such  tribunal to be a reasonable  restriction  shall
remain an effective  restrictive covenant specifically  enforceable against Employee.  Further, the restrictions set forth herein shall
be construed as independent  covenants,  and the existence of any claim or cause of action against  Company,  whether  predicated  upon
this Agreement or otherwise,  shall not constitute a defense to the enforcement by Company of the restrictions  contained in Paragraphs
2, 3, 4, 5, and 6 of this  Agreement.  The  covenants  contained  in  Paragraphs  2, 3, 4, 5, and 6 shall be  construed  as  agreements
independent of any other  provision of this  Agreement,  and the existence of any claim or cause of action of Employee  against Company
or any of its employees,  agents,  shareholders,  directors, or officers,  whether predicated on this Agreement or otherwise, shall not
constitute a defense to enforcement by Company of any of these covenants.

8.      Return of Records.
Upon  termination  of  employment,  Employee  agrees to return to Company all documents, photostats,  notes, drawings, data, records,  materials and other property of whatever nature received from or created for Company, and
any and all copies thereof including,  but not limited to, those documents,  records, and materials containing or relating to secret or
confidential  information.  Employee further agrees to execute and deliver the Termination  Certification  attached hereto as Exhibit A
within three business days of the  termination  of Employee's  employment.  Employee  agrees that all such documents that are currently
in  Employee's  possession  or control or which may come into  Employee's  possession or control in the future shall be the property of
Company.

9.      Prior  Inventions.
All  improvements,   inventions,   designs,  ideas,  copyrightable  works,  discoveries, trademarks,  copyrights,  trade  secrets,  formulas,  processes,  techniques,  know-how,  and data relevant to the subject matter of my
employment  with Company  which have been made or conceived or first reduced to practice by me alone or jointly with others prior to my
engagement  by  Company  shall be deemed  "Inventions"  for the  purposes  of this  Agreement  except as set forth on Exhibit B hereto.
Employee  represents  that  the  inventions,  if any,  identified  on  Exhibit  B  attached  hereto  comprise  all the  unpatented  and
uncopyrighted  inventions  which  Employee has made or conceived  prior to Employee's  employment by Company (the "Prior  Inventions"),
which Prior  Inventions  are  excluded  from this  Agreement.  Employee  understands  that it is only  necessary  to list the title and
purpose of such Prior Inventions but not the details thereof.

10.      No Prior  Employer  Property.
Employee  represents  and warrants that Employee has not brought and will not bring to Company or use in the performance of Employee's  duties at Company any materials,  information,  documents,  or other property
of a former employer which are not generally  available to the public,  unless Employee or Company has obtained  written  authorization
from the former employer for their  possession and use.  Employee  represents and warrants that the only materials and documents of any
former  employer  which are not generally  available to the public that Employee will bring to Company or use in Employee's  employment
are identified on Exhibit B hereto,  and as to each such item,  Employee  represents  that Employee has obtained all necessary  written
authorization for their possession and use in Employee's employment with Company.

11.      Miscellaneous.

(a)      Severability.
Nothing in this Agreement  shall be construed so as to require the commission of any act contrary to law and
wherever there is any conflict between any provision of this Agreement and any
law, statute, ordinance, order or regulation, the latter shall prevail, but in
the event of any conflict, any provision of this Agreement shall be curtailed
and limited only to the extent necessary to bring it within applicable legal
requirements. If any provision of this Agreement should be held invalid or
unenforceable, the remaining provisions shall be unaffected by the holding.

(b)      Complete Agreement.
This Agreement  contains the entire  agreement and  understanding  between the parties relating to the
subject matter hereof, and supersedes any prior understandings, agreements, or
representations by or between the parties, written or oral, relating to the
subject matter hereof. It may not be modified, except in a written document
executed by both parties to this Agreement.

(c)      Employment at Will.
Nothing in this  Agreement  shall  constitute an employment  agreement for any set term between Employee
and Company, and Employee acknowledges that the employment relationship between
Employee and Company remains that of an employee at will. This means that both
Employee and Company have the right to terminate the employment relationship at
any time, for any reason or no reason at all, with or without notice.

(d)      Other Agreements.
Employee represents and warrants that Employee is not a party to
or bound by the provisions of any other agreement which would prevent or impair
Employees ability to render services to Company and that Employees
entering into this Agreement and Employees performance of any obligations
hereunder will not violate the provisions of, or cause Employee to be in default
under, any other agreement or contract to which Employee is a party or by which
Employee is bound. Employee covenants and agrees to hold Company harmless from
any and all suits and claims arising out of any breach of any outstanding
restrictive covenant contained in any agreements entered into by Employee prior
to Employees employment. Employee represents and warrants that Employee is
not restricted from entering into this Agreement or performing any obligations
hereunder.

(e)      Paragraph  Headings.
The paragraph  headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement.

(f)      Governing Law.
This Agreement shall be governed by and construed in
accordance with the laws of the State in which the principal place of business
of the Company or its assignee is located, as applicable, excluding any choice
of law provisions.

(g)      Waiver.
No delay on the part of either party in exercising any right, power, or privilege
hereunder shall operate as a waiver thereof, nor shall any waiver on the part of
either party of any right, power, or privilege hereunder, preclude any other or
further exercise thereof or the exercise of any other right, power, or privilege
hereunder.

(h)      Assignment.
This Agreement and Employees rights and obligations hereunder may not be
assigned by Employee. Company may, without Employees consent, assign its
rights, together with its obligations, under this Agreement and Employees
obligations under this Agreement shall continue in full force and effect with
respect to any such assignee.

(i)      Period of  Employment.
As used herein,  the period of employment  includes any time in which  Employee is retained by Company as an employee, director, or consultant.

[Signature page follows]

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement.

|Employee:                 | OmegaTech, Inc.:              
|------------------------- | ------------------------------
|/s/James FlattJames Flatt | By:  
      Name:
      Title:
|Date:                     | Date:                         

# EXHIBIT A

# OMEGATECH,
INC.
TERMINATION CERTIFICATION

This
is to certify that I do not have in my possession, nor have I failed to return,
any devices, records, data, notes, reports, proposals, lists, correspondence,
specifications, drawings, blueprints, sketches, materials, equipment, other
documents or property, or reproduction of any aforementioned item belonging to
OmegaTech, Inc., its subsidiaries, affiliates, successors or assigns (together,
the Company).

I
further certify that I have complied with all the terms of the Companys
Proprietary Information, Inventions and Non-Compete Agreement signed by me,
including the reporting of any Inventions and original works of authorship (as
defined therein), conceived or made by me (solely or jointly with others)
covered by that agreement.

I
further agree that, in compliance with the Proprietary Information, Inventions
and Non-Compete Agreement, I will preserve as confidential all trade secrets,
confidential knowledge, data or other proprietary information relating to
products, processes, know-how, designs, formulas, developmental or experimental
work, computer programs, data bases, other original works of authorship,
customer lists, business plans, financial information or other subject matter
pertaining to any business of the Company or any of its clients, consultants or
licensees.

|Date: | Signature          
|----- | -------------------
|      | (Print or Type Name

# EXHIBIT B

OmegaTech, Inc.
4909 Nautilus Court North, Suite 208
Boulder, Colorado 80301

Gentlemen:

1.
The following is a complete list of all inventions or improvements relevant to
the subject matter of my employment by you (the Company) which have
been made or conceived or first reduced to practice by me alone or jointly with
others prior to my employment by the Company which shall not be deemed to be
Inventions for purposes of the foregoing Proprietary Information,
Inventions and Non-Compete Agreement:

`X        No inventions or improvements.
                  ---------

                               See below.
                  ---------


                  -------------------------------------------------------------------------------------------------


                  -------------------------------------------------------------------------------------------------


                  -------------------------------------------------------------------------------------------------


                  -------------------------------------------------------------------------------------------------

                               Additional sheets attached.
                  ---------`

2.
I propose to bring to my employment the following materials and documents of a
former employer which are not generally available to the public, which materials
and documents may be used in my employment:

`X        No materials.
                  ---------

                               See below.
                  ---------


                  -------------------------------------------------------------------------------------------------


                  -------------------------------------------------------------------------------------------------


                  -------------------------------------------------------------------------------------------------


                  -------------------------------------------------------------------------------------------------

                               Additional sheets attached.
                  ---------`

The
signature below certifies that the information contained herein is accurate to
the best of my knowledge, and further confirms that my continued possession and
use of any materials herein referenced is authorized by my former employer.

`Very truly yours,



                                                              -----------------------------------------------------`