EXECUTIVE
        EMPLOYMENT AGREEMENT

       

      THIS
        AGREEMENT (“Agreement”),
        made as of the 9th day of September, 2005, effective on the Effective Date
        (as
        defined herein), between Greens Worldwide Incorporated, (the “Company”), an
        Arizona corporation , having its principal place of business at Hertford,
        NC and
        Robert A. Marshburn (the “Executive”). 

       

      WITNESSETH

       

      WHEREAS,
        Executive has agreed to serve as the Senior Vice President of the Company.
        

       

      WHEREAS,
        the
        Company desires to secure the services of Executive, upon the terms and subject
        to the conditions set forth in this Agreement; 

       

      WHEREAS,
        Executive possesses knowledge and skills that will contribute to the continued
        success of the Company’s business, and, 

       

      WHEREAS,
        the
        Company believes that Executive’s knowledge and skills will prove to be crucial
        in executing the business plan of the Company;

       

      WHEREAS,
        the
        Company is prepared to commit to the terms and conditions of employment as
        forth
        herein currently applicable to Executive; and

       

      WHEREAS,
        the
        recitals set forth above are hereby incorporated into and made a part of
        this
        Agreement.

       

      NOW,
        THEREFORE,
        intending to be legally bound, the Company agrees to employ Executive, and
        Executive hereby agrees to be employed by the Company, upon the following
        terms
        and conditions: 

       

      ARTICLE
        I

      EMPLOYMENT

       

      1.01.  Position
        and Duties.
        Executive is hereby employed as the Senior Vice President of the Company,
        and
        will use his energies and abilities in the performance of his duties, related
        to
        and consistent with his position, as may be assigned to him from
        time
        to time by the President and CEO of the Company. Executive shall perform
        such
        services as directed by President & CEO of the Company. 

       

      1.02.  Location.
        Executive’s place of work shall be in Tennessee, subject to Executive traveling
        outside of such location from time to time as business needs may require.
        

       

      1.03.  Term.
        This
        Agreement shall be effective as defined herein (the “Effective Date”), and shall
        continue for an initial term (the “Initial Term”) of five years from the
        Effective Date. The Effective Date of this agreement will be the date of
        closing
        of new financing for the Company, which is anticipated to occur on or before
        September 16, 2005. The Initial Term will extend automatically for consecutive
        one-year periods (each, an “Extension Term”) unless either Executive or the
        Company provides at least 90 days’
        advance written notice prior to the expiration of the Initial Term or an
        Extension Term, as applicable, to the other that the term will not be extended.
        

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1.04.  Compensation.

       

      1.04.1.  Salary.
        Executive shall receive an annual base salary in the gross amount of $90,000
        USD
        until January 1, 2006, at which time the annual base salary amount shall
        increase to $120,000, subject to applicable tax and payroll withholding.
        Executive’s base salary will be increased ten percent per annum during the term
        of this agreement, beginning January 1, 2007. The base salary shall be payable
        in accordance with the Company’s generally applicable payroll practices and
        policies, but no less frequently than twice per month. 

       

      1.04.2.  Bonus
        Opportunity.
        Executive shall be eligible to receive a bonus from the Company, and to
        participate in any Company’s bonus plan or plans that may be adopted for the
        benefit of executives of the Company, as the same may be amended or adopted
        from
        time to time, pursuant to the terms of which Executive shall be eligible
        to earn
        a cash bonus for each calendar year during which Executive is employed by
        the
        Company. The award of any discretionary bonus under this section shall be
        determined by the Board of Directors of the Company. In addition, Company
        shall
        pay a signing bonus to Executive in the amount of $60,000 payable in two
        equal
        installments of $30,000 on or about September 16, 2005, and the second
        installment upon the receipt of funds from the new financing on or about
        September 30, 2005.

       

      1.04.3.  Equity
        Compensation 
        Executive shall also receive
        such
        stock options as may be granted to other executives of the Company as adopted
        by
        the Board of Directors from time to time.

       

      1.04.4.  Car
        Allowance.
        Executive shall receive a monthly car allowance in the amount of $ 400.00
        payable on the first of each month beginning October 1, 2005.

       

      1.05.  Benefits
        and Expenses.
        

       

      1.05.1.  Benefits.
        Executive will be covered by such health insurance, group insurance and other
        benefit plans and shall be eligible for such paid vacation and holidays as
        are
        available generally to other executives of the Company. Such benefit plans
        may
        be amended from time to time by the Company to increase or add benefits,
        or to
        comply with any legal requirements applicable to such benefit plans, or
        necessary to maintain the deductibility for tax purposes of amounts paid
        by the
        Company to provide or maintain such benefits. The Company shall not terminate
        or
        eliminate any such benefit plans or reduce benefits provided under such plans,
        unless a change in the law applicable to such benefits or benefit plans shall
        cause the continued provision of such benefits to be contrary to applicable
        law,
        or shall cause the amounts paid by the Company to provide or maintain such
        benefits, which amounts formerly were deductible for tax purposes by the
        Company, to no longer be deductible for such purposes under applicable law.
        

       

      1.05.2.  Business
        Expenses.
        The
        Company shall pay or reimburse Executive for all reasonable expenses incurred
        or
        paid by Executive in the performance of Executive’s duties hereunder, upon
        presentation of expense statements or vouchers and such other information
        as the
        Company may require in accordance with the generally applicable and reasonable
        policies and procedures of the Company. Company shall provide Executive with
        a
        Visa debit card for expenses incurred by Executive during the term of this
        agreement and a Bank Credit Card for use by Executive in meeting business
        expenses in carrying out his responsibilities.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        II

      TERMINATION

       

      2.01.  Incapacity.
        If
        during the term of Executive’s employment, Executive is prevented from
        effectively performing the essential functions of his job, with reasonable
        accommodation (if such reasonable accommodation can be provided by Company),
        for
        a period of 180 days within any twelve month period by reason of illness
        or
        Disability, the Company, by written notice to Executive, may terminate
        Executive’s employment. Upon delivery to Executive of such notice, together with
        payment of any salary accrued under Section 1.04.1 and any
        other
        amounts as may be due and/or accrued (which amounts shall be pro-rated up
        to the
        date of termination) under Sections 1.04 and 1.05
        up
        to
        the
date
        of
        termination, Executive’s employment and all obligations of the Company will
        terminate and this Agreement shall end. For purposes of this Agreement,
“Disability” is defined as the Executive being eligible for disability insurance
        benefits under the Company’s long term disability insurance policy, or in the
        absence of such disability insurance coverage, Disability shall be defined
        as
        provided under applicable disability discrimination law.

       

      2.02.  Retirement.
        This
        Agreement shall end, without notice to terminate being required, upon
        Executive’s voluntary election to retire at any time after Executive reaches age
        65. Upon retirement, Executive’s employment shall terminate and Executive shall
        be entitled to payment of any salary accrued under Section 1.04.1, any awarded
        but unpaid bonuses applicable to any prior period, together with any other
        amounts as may be due and/or accrued (which amounts shall be pro-rated up
        to the
        date of termination) under Sections 1.04 and 1.05 up to
        the
        date of
        termination, following which all obligations of the Company will
        terminate.

       

      2.03.  Death.
        If
        Executive dies during the term of his employment, Executive’s
        employment will
        terminate, the Agreement shall end, and all Company’s obligations, other than
        any obligations with respect to the payment of accrued but unpaid salary
        under
        Section 1.04.1, twelve additional months salary to be paid to Executive’s estate
        immediately following the date of death, and any awarded but unpaid bonuses
        applicable to any prior period, together with any other amounts as may be
        due
        and/or accrued (which amounts shall be pro-rated up to the date of termination)
        under Sections 1.04 and 1.05
        up
        to the date
        of
        death, will cease.

       

      2.04.  Termination
        For Cause.
        If the
        Company terminates Executive for Cause, this Agreement and all obligations
        of
        the Company shall terminate effective upon notice of termination for Cause,
        other than any obligations with respect to the payment of accrued but unpaid
        salary under Section 1.04.1, together with any other amounts as may be due
        and/or accrued under Section 1.05 up to the date
        of
        termination. For purposes of this Agreement, “Cause” shall mean: 

       

      (i) Executive’s
        failure to perform duties (other than as a result of incapacity as described
        in
        Section 2.01) in any material respect that remains uncured for 30
        days
        after written notice thereof is given to Executive; 

       

      (ii)  Executive’s
        willful misconduct or gross negligence; 

       

      (iii)  Executive’s
        willful failure to conduct the business of the Company in accordance with
        the
        lawful directives of the Board, which failure causes material harm to the
        Company or would be likely to cause material harm to the Company; 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (iv)  any
        material breach by Executive of any of the covenants, terms or conditions
        of
        this Agreement that remains uncured for 30 days after written notice thereof
        is
        given to Executive; 

       

      (v)  Executive’s
        engagement in conduct during the term of this agreement, which is dishonest
        or
        disloyal, which has injured
        or would injure the business or reputation of the Company or otherwise adversely
        affects its interests in any material respect; or 

       

      (vi)  Executive’s
        engagement in fraud or embezzlement or
        Executive’s conviction or plea of nolo contendre to a felony.
        This
        provision shall not apply to any conviction or plea of nolo contendre to
        any
        traffic (driving) offenses.

       

      2.04.1.
        Any notice given by the Company under the subsections shall specifically
        state
        the manner in which the Executive has not performed his duties, or has breached
        any of the covenants, terms or conditions of this Agreement, that the notice
        is
        given under this Section 2.04, and that failure to correct such breach will
        result in termination of employment under this Agreement. For the purpose
        of the
        above definition of Cause, no act, or failure to act, on Executive’s part shall
        be deemed “willful” unless done, or omitted to be done, by the Executive not in
        good faith and without reasonable belief that his action or omission was
        in the
        best interest of the Company. Failure of the Company or the Executive to
        achieve
        or satisfy any target, milestone or other performance goal or hurdle shall
        not
        be deemed a failure by the Executive to perform his duties or to comply with
        any
        of the directives of the Board of Directors.

       

      2.04.2.
        Notwithstanding the foregoing, termination by the Company for Cause shall
        not be
        effective until and unless (i) notice of intention to terminate for Cause
        has
        been given by the Company within 60 days after the Company learns of the
        act,
        failure or event constituting “Cause” under this Section 2.04 (which is not
        cured by the Executive within any time period permitted for such cure above),
        and (ii) the Board of Directors has voted (at a meeting of the Board duly
        called
        and held as to which termination of Executive is an agenda item) to terminate
        Executive for Cause, and (iii) if Executive has commenced arbitration in
        the
        manner prescribed in this Agreement within 15 days after receipt of such
        notice
        of termination, disputing the Company’s right under this Agreement to terminate
        for Cause, the Arbitrator shall thereafter have determined that the Executive
        was terminated for Cause. If the Arbitrator declines to rule that the Executive
        was terminated for Cause, the Executive shall be treated as having been
        terminated without cause and the Executive shall be entitled to receive the
        Severance Benefits pursuant to Section 3.

       

      2.05.  Termination
        Without Cause.
        Executive’s employment is at-will, and this Agreement may be terminated at any
        time by the Company without Cause upon 30 days’ notice to Executive. If the
        Company terminates Executive without Cause hereunder, the Company shall pay
        to
        Executive accrued but unpaid salary under Section 1.04.1, together with any
        other amounts as may be due and/or accrued under Sections 1.04 and
        1.05
        up
        to
        the
        date of
        termination (which amounts shall be pro-rated up to the date of termination),
        and any awarded but unpaid bonuses applicable to any prior period, together
        with
        Severance Benefits in accordance with Article III. The Company’s provision of
        written notice not to extend either the Initial Term or any Extension Term
        of
        this Agreement pursuant to Section 1.03 shall be deemed to be a termination
        of the Executive by the Company without Cause hereunder. 

       

      2.06.  Executive
        Termination for Good Reason.
        If
        Executive terminates his employment for Good Reason, this Agreement and all
        obligations of the Company shall terminate effective upon Executive’s provision
        of notice of termination, and Executive shall receive the same salary, benefits
        and Severance Benefits as would be provided or payable to him in connection
        with
        a termination without Cause under Section 2.05 hereof.
        For
        purposes of this Agreement “Good Reason”
        shall
        mean:
        

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	(i)  	
                an
                  assignment to Executive of any duties or responsibilities inconsistent
                  with, or a significant reduction or change by the Company (or its
                  successor) in the nature or scope of the authority of, such duties
                  or
                  responsibilities assigned to or held by Executive hereunder or
                  as of the
                  Effective Date;

              


      

       

      
        	(ii)  	
                any
                  removal of Executive from the position of President & Chief Executive
                  Officer with the Company (or its successor);


              


      

       

      
        	(iii)  	
                a
                  reduction by the Company (or its successor) and its subsidiaries
                  in
                  Executive’s base salary under this Agreement or as it may be increased at
                  any time thereafter; 

              


      

       

      
        	(iv)  	
                a
                  transfer or relocation of the site of employment of Executive,
                  without his
                  express written consent, to a location more than 35 miles
                  from the
                  location of his principal place of business as set forth in this
                  Agreement; or 

              


      

       

      
        	(v)  	
                any
                  failure of the Company to comply with and satisfy its material
                  obligations
                  under this Agreement (other than those specified in clauses (i)
                  through
                  (iv) above,
                  as to which no notice and opportunity to cure shall be
                  provided)
                  that remains uncured for 30 days after written notice thereof
                  is
                  given to the Company.

              


      

       

      ARTICLE
        III

      SEVERANCE
        BENEFITS

       

      3.01.  Benefits
        Payable Upon Termination without Cause, Non-Renewal or Termination for Good
        Reason.
        If,
        during the Initial Term or any Extension Term, the Company terminates Executive
        without Cause or gives notice of non-renewal of this Agreement, or Executive
        terminates his employment for Good Reason, Executive shall be paid Severance
        Benefits, as hereafter defined, in addition to all other amounts payable
        to
        Executive as referenced in Section 2.05.

       

      3.02.  Severance
        Benefits.
        “Severance
        Benefits” means an amount equal to the sum of: 

       

      (i)  one
        times
        either Executive’s annual base salary set forth in Section 1.04.1 or, if
        greater, the annual base salary as in effect immediately prior to Executive’s
        termination of employment, to be paid within 5 days of the date of termination;
        

       

      (ii)  the
        pro-rated amount of any cash bonus
        which
        Executive otherwise would have been eligible to receive under any Company
        bonus
        plan, as set forth in Section 1.04.2, for each whole or partial calendar
        quarter of employment during the partial year in which Executive’s employment is
        terminated,
        to be
        paid within ten (10) days of the date of termination;

       

      (iii)  the
        pro-rated amount of any equity compensation award which Executive would have
        been eligible to receive, as set forth in Section 1.04.3, for each
        whole or
        partial calendar quarter of employment during the partial year in which
        Executive’s employment is terminated, provided that any Company performance
        goals under such plan are achieved for the year in which termination of
        employment occurs; and

       

      (iv)  provision
        of twelve (12) months of Executive’s then current medical, dental and other
        benefits, or the cash equivalent payment thereof.
         

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        IV

      EXECUTIVE’S
        REPRESENTATIONS AND WARRANTIES

       

      4.01.  Duties.
        Executive agrees that, in addition to all other obligations commensurate
        with
        his employment with the Company, he shall comply with each of the Company’s
        corporate governance and ethics guidelines, conflict of interests policies
        and
        code of conduct applicable to all Company employees or senior Executives
        as
        adopted by the Board from time-to-time. Executive first shall obtain the
        consent
        of the Board in writing before engaging in any other business or commercial
        activities, duties or pursuits; provided however that nothing shall preclude
        Executive from (i) engaging in charitable activities and community
        affairs,
        (ii) acting as a member, director or officer of any industry trade association
        or group, (iii) serving as a trustee, director or advisor to any family
        companies or trusts, (iv) managing his personal investments and affairs,
        and (v) acting as a director of any other companies, provided that in the
        case
        of clause (v), such service is not to any company which competes with the
        Company, and further provided that such activities under clause (v) do not,
        in
        the reasonable judgment of the Board, materially interfere with the proper
        performance of his duties and responsibilities hereunder.

       

      4.02.  Executive
        Nonsolicitation.
        Should
        Executive’s employment with the Company be terminated with Cause or by
        Executive’s voluntary resignation without Good Reason, for a period of twelve
        (12) months following such termination, Executive shall not solicit or induce,
        or attempt to solicit or induce, any employee of the Company or its affiliates,
        other than any administrative assistant, to terminate such employment for
        any
        reason whatsoever or hire any employee of the Company or its affiliates,
        other
        than any administrative assistant. 

       

      4.03.  Non-Disclosure.
        Executive shall not, during or after his employment with the Company, (i)
        disclose, in whole or in part, any Company Confidential Information, as
        hereinafter defined, to any person, firm, corporation, association or other
        entity for any reason or purpose whatsoever unless authorized in writing
        to do
        so by the Company or required by law, order of any court or court process,
        or
        (ii) use any Company Confidential Information for Executive’s own purpose or for
        the benefit of any person, firm, corporation, association or other entity
        other
        than the Company; except in the proper performance of Executive’s duties as
        instructed by the Company. Company Confidential Information shall not include
        (i) information in the public domain or generally known in the industry (unless
        Executive is responsible, directly or indirectly, for such Company Confidential
        Information entering the public domain or becoming known in the industry
        without
        the Company’s consent), (ii) information and know-how derived or known by
        Executive from experience in the industry generally and not specific to Company,
        and (iii) information disclosed by the Company to third parties without any
        duty
        or obligation of confidentiality or non-disclosure. .

       

      4.03.1.  Confidential
        Information.
        For
        purposes of this Agreement, Company Confidential Information shall mean the
        knowledge and information acquired by Executive concerning the Company’s
        confidential and proprietary information regarding its business plans, programs,
        client prospects, client lists, supplier and vendor information, client
        contacts, client information and data, marketing plans, data processing systems
        and information contained therein, products, proposals to clients and potential
        clients, account reports, plans, studies, price lists, financial statements
        and
        records, files and other trade secrets, know-how, or other private, confidential
        or proprietary information of or about the Company which is not already
        available to the public or known generally in the industry.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4.04. Acknowledgment.
        Executive acknowledges and agrees that the terms of this Article IV:
        (i) are reasonable in light of all of the circumstances; (ii) are
        sufficiently limited to protect the legitimate interests of the Company and
        its
        subsidiaries; (iii) impose no undue hardship on Executive; and
        (iv) are not injurious to the public. Executive further acknowledges
        and
        agrees that (x) Executive’s breach of the provisions of this Article IV
        will cause the Company irreparable harm, which cannot be adequately compensated
        by money damages, and (y) if the Company elects to prevent Executive
        from
        breaching such provisions by obtaining an injunction against Executive, there
        is
        a reasonable probability of the Company’s eventual success on the merits.
        Executive consents and agrees that if Executive commits any such breach or
        threatens to comment any breach, the Company shall (at its election and
        notwithstanding Section 5.010 hereof) be entitled to temporary and permanent
        injunctive relief from a court of competent jurisdiction, without posting
        any
        bond or other security and without the necessity of proof of actual damage,
        in
        addition to, and not in lieu of, such other remedies as may be available
        to the
        Company for such breach, including the recovery of money damages. 

       

      ARTICLE
        V

      GENERAL
        PROVISIONS

       

      5.01.  Authorization
        to Modify Restrictions.
        The
        provisions of this Agreement will be enforceable to the fullest extent
        permissible under applicable law, and the unenforceability (or modification
        to
        conform to law) of any provision will not render unenforceable, or impair,
        the
        remainder of this Agreement. If any provision will be found invalid or
        unenforceable, in whole or in part, this Agreement will be considered amended
        to
        delete or modify, as necessary, the offending provision or provisions and
        to
        alter its bounds to render it valid and enforceable. 

       

      5.02.  No
        Waiver.
        The
        failure of either the Company or Executive to insist upon the performance
        of any
        term in this Agreement, or the waiver of any breach of any such term, shall
        not
        waive any such term or any other term of this Agreement. Instead, this Agreement
        shall remain in full force and effect as if no such forbearance or waiver
        had
        occurred. 

       

      5.03.  Entire
        Agreement.
        This
        Agreement represents the entire agreement of the parties with respect to
        the
        subject matter hereof
        and
        supersedes any prior agreement between Executive and the Company (or any
        of its
        predecessors or affiliates).
        This
        Agreement may be amended only by a writing signed by each of the parties.
        This
        Agreement may be assigned by the Company to any successor. This Agreement
        may
        not be assigned by Executive. 

       

      5.04.  Governing
        Law.
        This
        Agreement will be governed by and construed in accordance with the law of
        the
        State of Tennessee. 

       

      5.05.  Consent
        to Jurisdiction.
        Executive and Company hereby irrevocably submits to the personal jurisdiction
        of
        the federal and state courts in the State of Tennessee with jurisdiction
        in any
        action or proceeding seeking to enforce or interpret this Agreement.


       

      5.06.  Service
        of Process.
        Executive irrevocably consents to the service of any summons and complaint
        and
        any other process which may be served in any action or proceeding arising
        out of
        or related to this Agreement brought in the federal or state courts of Tennessee
        with jurisdiction by the mailing by certified or registered mail of copies
        of
        such process to Executive at his address as set forth on the signature page
        of
        this Agreement. 

       

      5.07.  Venue.
        Executive irrevocably waives any objection which he now or hereafter may
        have to
        the laying of venue of any action or proceeding arising out of or relating
        to
        this Agreement brought in the federal or state courts of Tennessee and any
        objection on the ground that any such action or proceeding in such courts
        has
        been brought in an inconvenient forum. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5.08.  Agreement
        Binding.
        The
        obligations of the parties under this Agreement will be binding on their
        respective heirs, executors, legal representatives, successors and assigns.
        In
        the event of any change of control or acquisition of the Company by any other
        company or entity, such company or entity shall be deemed a successor or
        assign
        of the Company under the terms of this Agreement, and shall be required to
        assume or guaranty the obligations of the Company under this Agreement. Such
        assumption or guaranty shall not affect or diminish the liability or obligations
        of the Company to Executive under this Agreement.

       

      5.09.  Counterparts,
        Section Headings.
        This
        Agreement may be executed in any number of counterparts. Each will be considered
        an original, but all will constitute one and the same instrument. The section
        headings of this Agreement are for convenience of reference only and will
        not
        affect the construction or interpretation of any of its provisions.

       

      5.010.  Arbitration.
        In the
        event that any disagreement or dispute whatsoever shall arise between the
        parties concerning this Agreement, such disagreement or dispute shall be
        submitted to the Judicial Arbitration and Mediation Services, Inc (“JAMS”) for
        resolution in a confidential private arbitration in accordance with the
        comprehensive rules and procedures of JAMS, including the internal appeal
        process provided for in Rule 34 of the JAMS rules with respect to any initial
        judgment rendered in an arbitration. Any such arbitration proceeding shall
        take
        place in Norfolk, Virginia, before a single arbitrator (rather than a panel
        of
        arbitrators). The parties agree that the arbitrator shall have no authority
        to
        award any punitive or exemplary damages and waive, to the full extent permitted
        by law, any right to recover such damages in such arbitration. The costs
        and
        expenses of such arbitration shall be borne by the Company. The Company shall
        pay or reimburse Executive for all reasonable attorneys’ fees and costs incurred
        by Executive in prosecuting or defending any claim under this Agreement and
        any
        such arbitration proceeding, unless the arbitrator(s) shall determine in
        their
        award that Executive’s defense or claim with respect to any material matter in
        such arbitration proceeding was frivolous and without merit. Nothing herein
        shall prevent the Company from seeking injunctive relief as provided for
        in
        Article 4 of this Agreement. Judgment upon the final award rendered by such
        arbitrator, after giving effect to the JAMS internal appeal process, may
        be
        entered in any court having jurisdiction thereof. If JAMS is not in business
        or
        is no longer providing arbitration services, then the American Arbitration
        Association shall be substituted for JAMS for the purposes of the foregoing
        provisions.

       

      5.011.  Notice.
        For the
        purposes of this Agreement, notices and all other communications provided
        for in
        the Agreement shall be in writing and shall be deemed to have been duly given
        when delivered or mailed by United States certified mail, return receipt
        requested, postage prepaid, addressed as follows:

       

      
        	
                If
                  to Executive:

                Robert
                  A. Marshburn

                11509
                  N. Monticello Drive

                Knoxville,
                  TN 37922

              	 
	 	 
	
                If
                  to the Company:

                Greens
                  Worldwide Incorporated

                PO
                  Box 145

                Hertford,
                  NC 27944

              	 


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      or
        to
        such other address as any party may have furnished to the others in writing
        in
        accordance herewith, except that notices of change of address shall be effective
        only upon receipt.

       

      5.012.  Employee
        Manuals and Handbooks.
        Executive acknowledges that from time to time the Company or its affiliates
        may
        establish, maintain and distribute employee manuals or handbooks or personnel
        policy manuals, and officers or other representatives of the Company may
        make
        written or oral statements relating to personnel policies and procedures.
        Such
        manuals, handbooks and statements are intended only for general guidance.
        No
        policies, procedures or statements of any nature by or on behalf of the Company
        (whether written or oral, and whether or not contained in any employee manual
        or
        handbook, as the same may exist from time to time, or personnel policy manual),
        and no acts or practices of any nature, shall be construed to modify this
        Agreement or to create express or implied obligations of any nature to the
        Executive or to impose any such obligations on the Executive in conflict
        with or
        in any manner inconsistent with the provisions of this Agreement.

       

      5.013.
         Insurance
        and Indemnity.
        The
        Company shall, to the fullest extent permitted by law, indemnify the Executive.
        The Company shall also provide the Executive with coverage as a named insured
        under a directors and officers liability insurance policy to be maintained
        for
        the Company’s directors and officers. The Company shall continue to maintain
        directors and officers liability insurance for the benefit of Executive during
        the term of this Agreement and for at least three (3) years following the
        termination of Executive’s employment with the Company, provided that such
        insurance is available on commercially reasonable terms. This obligation
        to
        provide insurance and indemnify the Executive shall survive expiration or
        termination of this Agreement with respect to proceedings or threatened
        proceedings based on acts or omissions of the Executive occurring during
        the
        Executive’s employment with the Company or with any affiliated company. Such
        obligations shall be binding upon the Company’s successors and assigns and shall
        inure to the benefit of the Executive’s heirs and personal
        representatives.

       

      EXECUTIVE
        ACKNOWLEDGES THAT HE HAS READ AND UNDERSTANDS THE FOREGOING PROVISIONS AND
        THAT
        SUCH PROVISIONS ARE REASONABLE AND ENFORCEABLE. 

       

      IN
        WITNESS WHEREOF,
        the
        parties have caused this Agreement to be executed this 9th day of September,
        2005 .

       

      


      
        	EXECUTIVE 	 	GREENS WORLDWIDE INCORPORATED  
	 	 	 
	 	 	 
	___________________________________ 	 	By: ________________________ 
	Robert A. Marshburn 	 	
                R.
                  Thomas Kidd 

              
	 	 	Title:  President
                /
                CEO