EMPLOYMENT
        AGREEMENT

      


      THIS
        EMPLOYMENT
        AGREEMENT
        (the
“Agreement”) is made as of this 6 April 2007 day of November 2006, by Miller and
        Hilton d/b/a Colmek Systems Engineering, a Utah corporation (“Colmek”),
        with
        its principal place of business at 2001 South 3480 West, Salt Lake City,
        Utah
        84104 and Scott Debo, residing in 1370 East Harvard Avenue, Salt Lake City,
        Utah, 84105 (“the “Executive”) (collectively the "Parties").

       

      WHEREAS,
        the Parties desire to enter into the Agreement to reflect the Executive’s
        executive capacities in Colmek’s
        business and to provide for Colmek’s employment of the Executive;
        and

       

      WHEREAS,
        the Parties wish to set forth the terms and conditions of that
        employment;

       

      NOW
        THEREFORE, in consideration of the mutual covenants and promises contained
        herein, and other good and valuable consideration, the receipt and sufficiency
        of which are hereby acknowledged by the Parties, the Parties agree as
        follows:

       

      
        	
                1.
                  

              	
                Term
                  of Employment

              


      

       

      
        	 	
                Colmek
                  hereby employs the Executive, and the Executive hereby accepts
                  employment
                  with Colmek, upon the terms and conditions set forth in this Agreement,
                  for a term (the “Employment Period”) commencing on the date hereof until
                  terminated pursuant to Section 5. 

              


      

       

      
        	
                2.
                  

              	
                Title
                  and Duties

              


      

       

      
        	 	
                During
                  the Employment Period, the Executive shall be employed in the business
                  of
                  Colmek including its affiliates. The Executive shall serve as Chief
                  Executive Officer of Colmek Systems Engineering. Appendix A sets
                  forth the
                  description of duties. In addition to the duties set forth in Appendix
                  A,
                  the Executive shall perform such services consistent with his position
                  and
                  as may be assigned to him from time to
                  time

              


      

       

      
        	
                3.
                  

              	
                Extent
                  of Services

              


      

       

      
        	 	
                The
                  Executive will not to engage in the management of any business
                  activities
                  during the Employment Period except those which are for the sole
                  benefit
                  of Colmek and to devote his entire business time, attention, skill
                  and
                  effort to the performance of his duties under this Agreement.
                  Notwithstanding the foregoing, the Executive may, without impairing
                  or
                  otherwise adversely affecting the Executive’s performance of his duties to
                  Colmek, (i) make and manage personal investments in accordance
                  with the
                  Colmek’s Personal Securities Account Information Sheet in place at the
                  time and (ii) with the prior approval of Colmek, engage in charitable,
                  professional and civic activities and serve on the boards of directors
                  of
                  corporations other than Colmek, provided, however, that no such
                  approval
                  shall be necessary for the Executive’s continued engagement in such
                  charitable, professional and civic activities in which he was engaged
                  and
                  service on any board of directors on which he was serving, on the
                  date of
                  this Agreement, all of which have been previously disclosed to
                  Colmek in
                  writing but, provided further, that in no event shall the Executive
                  be
                  permitted to serve on the board of directors of any other entity
                  that
                  owns, operates, acquires, sells, develops and/or manages any companies
                  which is involved in sub sea or sonar inspection or
                  visualization.

              


      

       

      
        
          
          

        

        
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                4.
                  

              	
                Compensation
                  and Benefits

              


      

       

      
        	
                (a)
                  

              	
                Salary.
                  Colmek shall pay the Executive an initial gross base annual salary
                  (“Base
                  Salary”) of $135,000 commencing April 6, 2007. The Base Salary shall be
                  payable (minus such deductions as may be required by law or reasonably
                  requested by the Executive) in accordance with Colmek’s regularly
                  scheduled payroll dates but in no event less frequently than monthly.
                  Colmek shall review the Executive’s Base Salary annually. Notwithstanding
                  the foregoing, there is no obligation to increase the Executives
                  Base
                  Salary but such review shall not result in the decrease of the
                  Executive’s
                  Base Salary. 

              


      

       

      
        	
                (b)
                  

              	
                Bonus
                  Compensation.
                  The Executive shall be entitled to an annual bonus based on Colmek’s
                  Revenues and Net Income performance and which shall be payable
                  in cash for
                  achievement between 1 and 100% of the targets and Coda Octopus
                  common
                  stock for achievements over 100% (the “Incentive Bonus”). The Incentive
                  Bonus for fiscal year 2006-7 shall be based on the performance
                  targets of
                  Colmek set forth in Annex 1 hereto. The Revenues and Net Income
                  shall be
                  ascertained from Colmek’s audited financial statements. Colmek shall pay
                  the Executive any amounts earned by way of Incentive Bonus 3 months
                  following the end of Colmek’s fiscal year.


              


      

       

      
        	
                (c)
                  

              	
                Vacation
                  and Other Benefits.
                  The Executive shall be entitled to four weeks of compensated vacation
                  during each year of employment which shall accrue on a pro-rata
                  basis from
                  the date employment commences under this Agreement. The carry over
                  of
                  unused vacation time from year to year shall be in accordance with
                  Colmek’s policy on vacation. The Executive shall also be eligible to
                  participate in such life, health, and disability insurance, pension,
                  deferred compensation and incentive plans, options and awards,
                  performance
                  bonuses and other benefits as Colmek extends, as a matter of policy,
                  to
                  its executive employees including any 401(k) plans.
                  

              


      

       

      
        	
                (d)
                  

              	
                Reimbursement
                  of Business Expenses.
                  Colmek shall reimburse the Executive for all reasonable travel
                  expenses
                  incurred or paid by the Executive in connection with, or related
                  to, the
                  performance of his duties, responsibilities or services under this
                  Agreement, upon presentation by the Executive of documentation,
                  expense
                  statements, vouchers, and/or such other supporting information
                  as Colmek
                  may reasonably request.

              


      

       

      
        
          
          

        

        
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                (e)
                  

              	
                Restricted
                  Common Stock Grant.
                  The Executive shall as part of his compensation package be entitled
                  to an
                  annual stock grant of common stock having a valuation of $40,000
                  at the
                  date of issue (Common Stock Grant). The Common Stock Grant shall
                  be issued
                  by Coda Octopus Group Inc and Colmek shall cause Coda Octopus to
                  issue the
                  Common Stock Grant when due. The Common Stock Grant shall be issued
                  within
                  30 days of the end of each fiscal year of Colmek. Certificates
                  representing said shares will bear a restrictive legend stating
                  that sale
                  or other transfer of the shares be made only pursuant to an effective
                  registration statement filed with the Securities and Exchange Commission
                  or an exemption from such registration.


              


      

       

      
        	
                (f)

              	
                Car
                  or Car Allowance.
                  The Executive shall be provided with a fully expensed and maintained
                  vehicle. Initially this vehicle shall be a Volvo XC90 which the
                  Executive
                  shall keep in a clean and tidy condition at his own expense, and
                  which
                  shall be available for the reasonable business use by other employees
                  of
                  the Company upon request. 

              


      

       

      
        	
                (g)

              	
                D&O
                  Insurance Coverage.
                  Subject to the terms of Coda Octopus Group Inc directors and officers
                  liability insurance policy, during and for a period of a maximum
                  of three
                  years after termination, the Executive shall be entitled to director
                  and
                  officer insurance coverage for his acts and omissions while an
                  officer and
                  director of Colmek on a basis no less favorable to him than the
                  coverage
                  provided current officers and directors of other subsidiaries of
                  Coda
                  Octopus Group Inc.

              


      

       

      
        	
                5.
                  

              	
                Termination

              


      

       

      
        	
                (a)
                  

              	
                Termination
                  by Colmek.
                  Colmek may terminate the Executive’s employment under this Agreement at
                  any time upon 90 days’ prior written notice to the Executive; provided
                  that Colmek may terminate the Executive’s employment under this Agreement
                  at any time for Cause, upon written notice by Colmek to the
                  Executive.
                  For purposes of this Agreement, “Cause” for termination shall mean a
                  determination by Colmek in good faith that any of the following
                  events
                  have occurred: (i) the conviction or indictment of the Executive
                  of, or
                  the entry of a plea of guilty or nolo contendere by the Executive
                  to, any
                  felony; (ii) fraud, misappropriation or embezzlement by the Executive;
                  (iii) the Executive’s willful failure or gross negligence in the
                  performance of his assigned duties for Colmek, which failure or
                  gross
                  negligence continues for more than 15 days following the Executive’s
                  receipt of written notice of such willful failure or gross negligence
                  from
                  Colmek; (iv) any act or omission of the Executive that has a demonstrated
                  and material adverse impact on Colmek’s reputation for honesty and fair
                  dealing; (v) the breach by the Executive of his duties under this
                  Agreement or any material term of this Agreement; or (vi) a material
                  violation by Executive of Colmek’s employment policies which continues for
                  more than 15 days following written notice of such violation from
                  Colmek.

              


      

       

      
        	
                (b)
                  

              	
                Termination
                  by the Executive without Good Reason.
                  The Executive may terminate this Agreement at any time without
                  Good
                  Reason, upon giving Colmek 90 days’ written notice. At Colmek's sole
                  discretion, it may substitute 90 days’ salary in lieu of notice. Any
                  salary paid to the Executive in lieu of notice shall not be offset
                  against
                  any entitlement the Executive may have to the Severance Payment
                  pursuant
                  to Section 6(b).

              


      

       

      
        
          
          

        

        
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                (c)
                  

              	
                Termination
                  by Executive for Good Reason.
                  The Executive may terminate his employment under this Agreement
                  at any
                  time for Good Reason, upon written notice by the Executive to Colmek.
                  For
                  purposes of this Agreement, “Good Reason” for termination shall mean that
                  the Executive has complied with the “Good Reason Process” (hereafter
                  defined) following the occurrence of one of the following events,
                  without
                  the Executive’s consent: (i) the assignment to the Executive of
                  substantial duties or responsibilities inconsistent with the Executive’s
                  position at Colmek, or any other action by Colmek which results
                  in a
                  substantial diminution or other substantive adverse change in the
                  Executive’s duties or responsibilities, including, but not limited to, a
                  substantial diminution in the Executive’s title as set forth in Section 2
                  hereof; (ii) Colmek’s failure to pay the Executive any Base Salary or
                  other compensation to which he becomes entitled, other than an inadvertent
                  failure which is remedied by Colmek within 30 days after receipt
                  of
                  written notice thereof from the Executive (or ten days for failure
                  to pay
                  Base Salary); (iii) Colmek and Coda Octopus failure to honor the
                  initial
                  equity award granted pursuant to Section 4(e), if applicable; (iv)
                  any
                  reduction in the Executive’s aggregate Base Salary and any involuntary
                  reduction in the Executive’s other compensation taken as a whole,
                  excluding any reductions caused by the failure to achieve performance
                  targets; or (v) Colmek’s material breach of any of its other material
                  obligations under this Agreement. “Good Reason Process” shall mean that
                  (i) Executive reasonably determines in good faith that a “Good Reason”
                  event has occurred; (ii) Executive notifies Colmek in writing of
                  the
                  occurrence of the Good Reason event; (iii) Executive cooperates
                  in good
                  faith with Colmek’s efforts, for a period not less than 30 days following
                  such notice, to modify Executive’s employment situation in a manner
                  acceptable to Executive and Colmek; and (iv) notwithstanding such
                  efforts,
                  one or more of the Good Reason events continues to exist and has
                  not been
                  modified in a manner acceptable to Executive. If Colmek cures the
                  Good
                  Reason event in a manner acceptable to Executive during the 30
                  day period,
                  Good Reason shall be deemed not to have
                  occurred.

              


      

       

      
        	
                (d)
                  

              	
                Executive’s
                  Death or Disability.
                  The Executive’s employment shall terminate immediately upon his death or,
                  upon written notice as set forth below, his Disability. As used
                  in this
                  Agreement, “Disability” shall mean such physical or mental impairment as
                  would render the Executive eligible to receive benefits under the
                  long-term disability insurance policy or plan then made available
                  by
                  Colmek to the Executive. If the Employment Period is terminated
                  by reason
                  of the Executive’s Disability, either party shall give 30 days’ advance
                  written notice to that effect to the
                  other.

              


      

       

      
        	
                (e)
                  

              	
                Date
                  of Termination.
                  “Date of Termination” shall mean: (A) if Executive’s employment is
                  terminated by his death, the date of his death; (B) if Executive’s
                  employment is terminated on account of disability under Section
                  5(d), 90
                  days after the date on which a notice of termination is given;
                  (C) if
                  Executive’s employment is terminated by Colmek for Cause under Section
                  5(a), the date on which notice of termination is given; (D) if
                  Executive’s
                  employment is terminated under Section 5(b), 90 days after the
                  date on
                  which a notice of termination is given; and (E) if Executive’s employment
                  is terminated by Executive under Section 5(c), 30 days after the
                  date on
                  which a notice of Good Reason is
                  given.

              


      

       

      
        
          
          

        

        
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                6.
                  

              	
                Effect
                  of Termination

              


      

       

      
        	
                (a)
                  

              	
                General.
                  Regardless of the reason for any termination of this Agreement,
                  the
                  Executive (or the Executive’s estate if the Employment Period ends on
                  account of the Executive’s death) shall be entitled to: (i) any unpaid
                  portion of his Base Salary through the Date of Termination unless
                  otherwise stated below; (ii) reimbursement for any outstanding
                  reasonable
                  expense he has incurred hereunder; (iii) continued insurance benefits
                  to
                  the extent required by law; (iv) payment of any vested but unpaid
                  rights
                  as required independent of this Agreement by the terms of any bonus
                  or
                  other incentive pay or stock plan, or any other employee benefit
                  plan or
                  program of Colmek; and (v) except in the case of “Termination by Colmek
                  for Cause,” any bonus or incentive compensation that was approved but not
                  paid. The amount payable under this Section 6(a) shall be paid
                  to the
                  Executive or the Executive’s estate (in the event of the Executive’s
                  death) in a single lump sum no later than 30 days after the Date
                  of
                  Termination.

              


      

       

      
        	
                (b)
                  

              	
                Termination
                  by Colmek for Cause or by Executive without Good Reason.
                  If
                  Colmek terminates the Executive’s employment for Cause or the Executive
                  terminates his employment without Good Reason, the Executive shall
                  have no
                  rights or claims against Colmek except to receive the payments
                  and
                  benefits described in Section 6(a). Colmek shall have no further
                  obligations to Executive except as otherwise expressly provided
                  under this
                  Agreement, provided any such termination shall not adversely affect
                  or
                  alter Executive’s rights under any employee benefit plan of Colmek in
                  which Executive, at the Date of Termination, has a vested interest,
                  unless
                  otherwise provided in such employee benefit plan or any agreement
                  or other
                  instrument attendant thereto. In addition, all vested but unexercised
                  stock options held by Executive as of the Date of Termination must
                  be
                  exercised by Executive within three months following the Date of
                  Termination or by the end of the option term, if earlier. All other
                  stock-based grants and awards held by Executive shall vest or be
                  canceled
                  upon the Date of Termination in accordance with their
                  terms.

              


      

       

      
        	
                (c)
                  

              	
                Termination
                  by Colmek without Cause or by Executive for Good Reason.
                  Except as provided in Section 6(d), if Colmek terminates the Executive’s
                  employment without Cause, or the Executive terminates his employment
                  for
                  Good Reason pursuant to Section 5(c), the Executive shall be entitled
                  to
                  receive, in addition to the items referenced in Section 6(a), the
                  following:

              


      

       

      
        	 	
                (i)
                  

              	
                a
                  lump sum payment equal to one times the sum of the Executive’s then
                  current Base Salary and the greater of (A) the average of the Executive’s
                  bonuses (taking into account a payment of no bonus or a payment
                  of a bonus
                  of $0) with respect to the preceding three fiscal years (or the
                  period of
                  the Executive’s employment if shorter), (B) the Executive’s bonus with
                  respect to the preceding fiscal year and (C) in the event that
                  such
                  termination of employment occurs before the first anniversary of
                  the
                  Commencement Date, the Executive’s annualized projected bonus for such
                  year (the “Severance Payment”). The Severance Payment shall be paid to the
                  Executive within 60 days following the Date of
                  Termination;

              


      

       

      
        
          
          

        

        
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                (ii)
                  

              	
                continued
                  payment by Colmek for life, health and disability insurance coverage
                  and
                  salary and other benefits for the Executive and the Executive’s spouse and
                  dependents for one year following the Date of Termination to the
                  same
                  extent that Colmek paid for such coverage immediately prior to
                  the
                  termination of the Executive’s employment and subject to the eligibility
                  requirements and other terms and conditions of such insurance coverage,
                  provided that if any such insurance coverage shall become unavailable
                  during the one year period, Colmek thereafter shall be obliged
                  only to pay
                  to the Executive an amount which, after reduction for income and
                  employment taxes, is equal to the employer premiums for such insurance
                  for
                  the remainder of such severance period;
                  and

              


      

       

      
        	 	
                (iii)
                  

              	
                vesting
                  as of the Date of Termination in any unvested portion of any stock
                  option,
                  restricted stock and any other long term incentive award previously
                  issued
                  to the Executive by Colmek. Each such stock option must be exercised
                  by
                  the Executive within 180 days after the Date of Termination or
                  the date of
                  the remaining option term, if
                  earlier.

              


      

       

      
        	 	
                None
                  of the benefits described in this Section 6(c) will be payable
                  unless the
                  Executive has signed a general release which has become irrevocable,
                  satisfactory to Colmek in the reasonable exercise of its discretion,
                  releasing Colmek, its affiliates including Colmek, and their officers,
                  directors and employees, from any and all claims or potential claims
                  arising from or related to the Executive’s employment or termination of
                  employment.

              


      

       

      
        	
                (d)
                  

              	
                Termination
                  Following Change in Control.
                  If, during the Employment Period and within 12 months following
                  a Change
                  in Control, Colmek (or its successor) terminates the Executive’s
                  employment without Cause pursuant to Section 5(a) or the Executive
                  terminates his employment for Good Reason pursuant to Section 5(c),
                  or (y)
                  the Executive, by notice given under this clause (y) of this Section
                  6(d)
                  during the 90 day period commencing on the three-month anniversary
                  of the
                  date of the Change in Control (the “Notice Period”), terminates his
                  employment for any reason, which termination shall be effective
                  on the
                  last day of the Notice Period, the Executive shall be entitled
                  to receive,
                  in addition to the items referenced in Section 6(a), the
                  following:

              


      

       

      
        	
              	(i)	
                the
                  items referenced in Section 6(c);
                  and

              


      

       

      
        	
              	(ii)	
                Tax
                  Gross-up Payment, as follows:

              


      

       

      
        
          
          

        

        
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                (A)
                  

              	
                In
                  the event that any payment made pursuant to Section 6(c) hereof
                  or any
                  insurance benefits, accelerated vesting, pro-rated bonus or other
                  benefit
                  payable to the Executive (under this Agreement or otherwise), (1)
                  constitute “parachute payments” within the meaning of Section 280G (as it
                  may be amended or replaced) of the Internal Revenue Code of 1986,
                  as
                  amended (the “Code”) (“Parachute Payments”) and (2) are subject to the
                  excise tax imposed by Section 4999 (as it may be amended or replaced)
                  of
                  the Code (“the Excise Tax”), then Colmek shall pay to the Executive an
                  additional amount (the “Gross-Up Amount”) such that the net benefits
                  retained by the Executive after the deduction of the Excise Tax
                  (including
                  interest and penalties) and any federal, or local income and employment
                  taxes (including interest and penalties) upon the Gross-Up Amount
                  shall be
                  equal to the benefits that would have been delivered hereunder
                  had the
                  Excise Tax not been applicable and the Gross-Up Amount not been
                  paid.

              


      

       

      
        	 	
                (B)
                  

              	
                For
                  purposes of determining the Gross-Up Amount: (1) Parachute Payments
                  provided under arrangements with the Executive other than under
                  any bonus
                  or other incentive pay or stock plan or program of Colmek (collectively,
                  the “Plan”) and this Agreement, if any, shall be taken into account in
                  determining the total amount of Parachute Payments received by
                  the
                  Executive so that the amount of excess Parachute Payments that
                  are
                  attributable to provisions of the Plan and Agreement is maximized;
                  and (2)
                  the Executive shall be deemed to pay federal, state and local income
                  taxes
                  at the highest marginal rate of taxation for the Executive’s taxable year
                  in which the Parachute Payments are includable in the Executive’s income
                  for purposes of federal, state and local income
                  taxation.

              


      

       

      
        	 	
                (C)
                  

              	
                The
                  determination of whether the Excise Tax is payable, the amount
                  thereof,
                  and the amount of any Gross-Up Amount shall be made in writing
                  in good
                  faith by a nationally recognized independent certified public accounting
                  firm selected by Colmek and approved by the Executive, such approval
                  not
                  to be unreasonably withheld (the “Accounting Firm”). If such determination
                  is not finally accepted by the Internal Revenue Service (or state
                  or local
                  revenue authorities) on audit, then appropriate adjustments shall
                  be
                  computed based upon the amount of Excise Tax and any interest or
                  penalties
                  so determined; provided, however, that the Executive in no event
                  shall owe
                  Colmek any interest on any portion of the Gross-Up Amount that
                  is returned
                  to Colmek. For purposes of making the calculations required by
                  this
                  Section 6(d)(v), to the extent not otherwise specified herein,
                  reasonable
                  assumptions and approximations may be made with respect to applicable
                  taxes and reasonable, good faith interpretations of the Code may
                  be relied
                  upon. Colmek and the Executive shall furnish such information and
                  documents as may be reasonably requested in connection with the
                  performance of the calculations under this Section 6(d)(v). Colmek
                  shall
                  bear all costs incurred in connection with the performance of the
                  calculations contemplated by this Section 6(d)(v). Colmek shall
                  pay the
                  Gross-Up Amount to the Executive no later than 60 days following
                  receipt
                  of the Accounting Firm’s determination of the Gross-Up
                  Amount.

              


      

       

      
        
          
          

        

        
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                (iii)
                  

              	
                None
                  of the benefits described in this Section 6(d) will be payable
                  unless the
                  Executive has signed a general release which has become irrevocable,
                  satisfactory to Colmek in the reasonable exercise of its discretion,
                  releasing Colmek, its affiliates including Colmek, and their officers,
                  directors and employees, from any and all claims or potential claims
                  arising from or related to the Executive’s employment or termination of
                  employment. 

              


      

       

      
        	 	
                (iv)
                  

              	
                For
                  the purposes of this Agreement, a “Change in Control” shall mean any of
                  the following events:

              


      

       

      
        	 	
                (A)
                  

              	
                The
                  ownership or acquisition (whether by a merger contemplated by Section
                  6(d)(vii)(B) below, or otherwise) by any Person (other than a Qualified
                  Affiliate), in a single transaction or a series of related or unrelated
                  transactions, of Beneficial Ownership of more than 50% of (1) Colmek’s
                  outstanding common stock (the “Common Stock”) or (2) the combined voting
                  power of Colmek’s outstanding securities entitled to vote generally in the
                  election of directors (the “Outstanding Voting
                  Securities”);

              


      

       

      
        	 	
                (B)
                  

              	
                The
                  merger or consolidation of Colmek with or into any other Person
                  other than
                  a Qualified Affiliate, if, immediately following the effectiveness
                  of such
                  merger or consolidation, Persons who did not Beneficially Own Outstanding
                  Voting Securities immediately before the effectiveness of such
                  merger or
                  consolidation directly or indirectly Beneficially Own more than
                  50% of the
                  outstanding shares of voting stock of the surviving entity of such
                  merger
                  or consolidation (including for such purpose in both the numerator
                  and
                  denominator, shares of voting stock issuable upon the exercise
                  of then
                  outstanding rights (including conversion rights), options or warrants)
                  (“Resulting Voting Securities”), provided that, for purposes of this
                  Section 6(d)(vii)(B), if a Person who Beneficially Owned Outstanding
                  Voting Securities immediately before the merger or consolidation
                  Beneficially Owns a greater number of the Resulting Voting Securities
                  immediately after the merger or consolidation than the number the
                  Person
                  received solely as a result of the merger or consolidation, such
                  greater
                  number will be treated as held by a Person who did not Beneficially
                  Own
                  Outstanding Voting Securities before the merger or consolidation,
                  and
                  provided further that such merger or consolidation would also constitute
                  a
                  Change in Control if it would satisfy the foregoing test if rights
                  (including conversion rights), options and warrants were not included
                  in
                  the calculation;

              


      

       

      
        	 	
                (C)
                  

              	
                Any
                  one or a series of related sales or conveyances to any Person or
                  Persons
                  (including a liquidation or dissolution) other than any one or
                  more
                  Qualified Affiliates of all or substantially all of the assets
                  of
                  Colmek;

              


      

       

      
        	 	
                (D)
                  

              	
                Incumbent
                  Directors cease, for any reason, to be a majority of the members
                  of the
                  Board of Directors, where an “Incumbent Director” is (1) an individual who
                  is a member of the Board of Directors on the effective date of
                  this
                  Agreement or (2) any new director whose appointment by the Board
                  of
                  Directors or whose nomination for election by the stockholders
                  was
                  approved by a majority of the persons who were already Incumbent
                  Directors
                  at the time of such appointment, election or approval, other than
                  any
                  individual who assumes office initially as a result of an actual
                  or
                  threatened election contest with respect to the election or removal
                  of
                  directors or other actual or threatened solicitation of proxies
                  or
                  consents by or on behalf of a Person other than the Board of Directors
                  or
                  as a result of an agreement to avoid or settle such a contest or
                  solicitation; or

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	
              	(E)	
                A
                  Change in Control shall also be deemed to occur immediately before
                  the
                  completion of a tender offer for Colmek’s securities representing more
                  than 50% of the Outstanding Voting Securities, other than a tender
                  offer
                  by a Qualified Affiliate.  

              


      

       

      
        	 	
                (F)
                  

              	
                For
                  purposes of this Agreement, the following definitions shall apply:
                  (a)
                  “Beneficial Ownership,” “Beneficially Owned” and “Beneficially Owns” shall
                  have the meanings provided in Exchange Act Rule 13d-3; (b) “Exchange Act”
                  shall mean the Securities Exchange Act of 1934, as amended; (c)
“Person”
                  shall mean any individual, entity, or group (within the meaning
                  of Section
                  13(d)(3) or 14(d)(2) of the Exchange Act), including any natural
                  person,
                  corporation, trust, association, company, partnership, joint venture,
                  limited liability company, legal entity of any kind, government,
                  or
                  political subdivision, agency or instrumentality of a government,
                  as well
                  as two or more Persons acting as a partnership, limited partnership,
                  syndicate or other group for the purpose of acquiring, holding
                  or
                  disposing of Colmek’s securities; and (d) “Qualified Affiliate” shall mean
                  (i) any directly or indirectly wholly owned subsidiary of Colmek;
                  (ii) any
                  employee benefit plan (or related trust) sponsored or maintained
                  by Colmek
                  or by any entity controlled by Colmek;
                  or

              


      

       

      
        	 	
                (v)
                  

              	
                any
                  Person consisting in whole or in part of the Executive or one or
                  more
                  individuals who are then Colmek’s Chief Executive Officer or any other
                  named executive officer (as defined in Item 402 of Regulation S-K
                  under
                  the Securities Act of 1933) of Colmek as indicated in its most
                  recent
                  securities filing made before the date of the
                  transaction.

              


      

       

      
        	
                (e)
                  

              	
                Termination
                  In the Event of Death or Disability.

              


      

       

      
        	 	
                (i)
                  

              	
                If
                  the Executive’s employment terminates because of his death, any unvested
                  portion of any stock option and any restricted stock previously
                  issued to
                  the Executive by Colmek shall become fully vested as of the date
                  of his
                  death and the Executive’s estate or other legal representatives shall have
                  360 days from the Date of Termination or the remaining option term,
                  if
                  earlier, to exercise all stock options granted to the Executive.
                  In
                  addition, the Executive’s estate shall be entitled to receive a pro-rata
                  share of any performance bonus to which he otherwise would have
                  been
                  entitled for the fiscal year in which his death occurs. For a period
                  of
                  one (1) year following the Date of Termination, Colmek shall pay
                  such
                  health insurance premiums as may be necessary to allow Executive’s spouse
                  and dependents to receive health insurance coverage substantially
                  similar
                  to coverage they received prior to the Date of Termination. In
                  addition to
                  the foregoing, any payments to which Executive’s spouse, beneficiaries, or
                  estate may be entitled under any employee benefit plan shall also
                  be paid
                  in accordance with the terms of such plan or arrangement. Such
                  payments,
                  in the aggregate, shall fully discharge Colmek’s obligations
                  hereunder.

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (ii)
                  

              	
                In
                  the event the Executive’s employment terminates due to his Disability, as
                  defined in any long-term disability insurance policy or plan provided
                  to
                  him by Colmek (“Disability Insurance”), he shall be entitled to receive
                  his Base Salary until such date as he shall commence receiving
                  disability
                  benefits pursuant to any Disability Insurance. In addition, as
                  of the
                  effective date of the termination notice specified in Section 5(d),
                  the
                  Executive shall vest in any unvested portion of any stock option
                  and any
                  restricted shares previously granted to him by Colmek and the Executive
                  shall have 360 days from the Date of Termination or the remaining
                  option
                  term, if earlier, to exercise all stock options granted to the
                  Executive.
                  The Executive also shall be entitled to receive a pro-rata share
                  of any
                  performance bonus to which he otherwise would have been entitled
                  for the
                  fiscal year in which his employment terminates due to his Disability.
                  For
                  a period of one year following the Date of Termination, Colmek
                  shall pay
                  such health insurance premiums as may be necessary to allow Executive
                  and
                  Executive’s spouse and dependents to receive health insurance coverage
                  substantially similar to coverage they received prior to the Date
                  of
                  Termination. 

              


      

       

      
        	
                7.
                  

              	
                Confidentiality

              


      

       

      
        	
                (a)
                  

              	
                Definition
                  of Proprietary Information.
                  The Executive acknowledges that he may be furnished or may otherwise
                  receive or have access to confidential information which relates
                  to
                  Colmek’s past, present or future business activities, strategies, services
                  or products, research and development, specifically all formulas,
                  processes, computer code, customer lists, computer user identifiers
                  and
                  passwords, and all purchasing, engineering, accounting, marketing
                  and
                  other information, proprietary to Colmek and not generally known,
                  relating
                  to research, development, manufacture, marketing and sale of Colmek
                  products, as well as formulas, computer code, processes and other
                  information received by Colmek from third parties under an obligation
                  of
                  secrecy.

              


      

       

      
        	 	
                All
                  such information, including any materials or documents containing
                  such
                  information, shall be considered by Colmek and the Executive as
                  proprietary and confidential (the “Proprietary
                  Information”).

              


      

       

      
        	
                (b)

              	
                Definition
                  of Inventions.
                  Invention(s) means all formulas, processes, discoveries, improvements,
                  ideas and works of authorship, whether patentable or copyrightable
                  or not,
                  which the Executive learns, has access to, has a part in developing,
                  first
                  conceives or first reduces to practice, alone or with others (1)
                  that are
                  developed on Colmek time, or (2) that relate directly to Colmek’ business
                  or actual or anticipated research, or (3) for which Colmek’ Proprietary
                  Information or other Colmek property is sued, or (4) that result
                  from any
                  of the Executive’s work for Colmek.

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	 	
                Executive's
                  Obligation With Regard to Inventions.
                  

              


      

       

      (A) All
        Inventions that the Executive may learn, have access to, have a part in
        developing, first conceive, or first reduce to practice (i) during employment
        with Colmek, whether or not during normal work time or at Colmek’ premises, or
        (ii) at any time after employment termination if based on Confidential
        Information, are and shall remain the sole property of Colmek in all countries,
        and shall be promptly disclosed to and are hereby assigned to Colmek without
        charge to Colmek. In the absence of clear and convincing proof to the contrary,
        all formulas, processes, inventions, ideas, and works of authorship conceived
        by
        the Executive within one year after termination of employment with Colmek
        that
        directly relate to Colmek business or demonstrably anticipated research or
        development will be considered to be Inventions to be disclosed to and owned
        by
        Colmek.

       

      (B) The
        Executive will acknowledge and deliver promptly without charge all documents
        to
        Colmek, and to do such other acts as may be necessary in Colmek’ opinion to
        obtain and maintain patents or copyrights and to vest the entire right and
        title
        in Colmek to such patents, copyrights and Inventions in all countries including,
        if required by Colmek but not limited to, completion and signing of the
        Assignment exhibited as Appendix B to this Agreement. Failure on the part
        of
        Colmek at any time to require the Executive to sell, assign, transfer and
        set
        over the entire right, title and interest in and to said Inventions shall
        not be
        deemed to be a waiver of its rights thereto.

       

      (C) The
        obligations of this section shall not apply to any invention developed entirely
        on the Executive's own time without the use of any Colmek equipment, supplies,
        facility or Proprietary Information and (i) which does not relate to Colmek
        business, or to Colmek’ actual or demonstrably anticipated research or
        development or (ii) which does not result from any work performed by the
        Executive for Colmek.

       

      
        	
                (c)
                  

              	
                Exclusions.
                  Notwithstanding the foregoing, Proprietary Information shall not
                  include
                  information in the public domain not as a result of a breach of
                  any duty
                  by the Executive or any other
                  person.

              


      

       

      
        	
                (d)
                  

              	
                Obligations.
                  Both during and after the Employment Period, the Executive will
                  preserve
                  and protect the confidentiality of the Proprietary Information
                  and all
                  physical forms thereof, whether disclosed to him before this Agreement
                  and
                  Inventions signed or afterward (except as required by applicable
                  law or
                  otherwise as necessary in connection with the performance of the
                  Executive’s duties to Colmek hereunder). In addition, the Executive shall
                  not (i) disclose or disseminate the Proprietary Information to
                  any third
                  party, including employees of Colmek (or their affiliates) without
                  a
                  legitimate business need to know; (ii) remove the Proprietary Information
                  from Colmek’s premises without a valid business purpose; or (iii) use the
                  Proprietary Information for his own benefit or for the benefit
                  of any
                  third party.

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
                (e)
                  

              	
                Return
                  of Proprietary Information.
                  The Executive acknowledges that all the Proprietary Information
                  and
                  Inventions used or generated during the course of working for Colmek
                  is
                  the property of Colmek. The Executive will deliver to Colmek all
                  documents
                  and other tangibles (including diskettes and other storage media)
                  containing the Proprietary Information and Inventions at any time
                  upon
                  request by Colmek during his employment and immediately upon termination
                  of his employment. If requested by Colmek, the Executive will enter
                  into
                  an Assignment of Intellectual
                  Property.

              


      

       

      
        	
                8.
                  

              	
                Noncompetition
                  and Nonsolicitation

              


      

       

      
        	
                (a)
                  

              	
                Restriction
                  on Competition.
                  Throughout the Employment Period and for a further period of twelve
                  (12)
                  months thereafter (the “Restricted Period”), provided, however, that the
                  Restricted Period shall only extend for six months following the
                  expiration or termination of the Executive’s employment if the Executive’s
                  employment is terminated following a Change in Control, the Executive
                  will
                  not engage, directly or indirectly, as an owner, director, trustee,
                  manager, member, employee, consultant, partner, principal, agent,
                  representative, stockholder, or in any other individual, corporate
                  or
                  representative capacity, in the Business of the Colmek as is defined
                  in
                  the Stock Purchase Agreement of even date. Notwithstanding the
                  foregoing,
                  the Executive shall not be deemed to have violated this Section
                  8(a)
                  solely by reason of his passive ownership of 1% or less of the
                  outstanding
                  stock of any publicly traded corporation or other
                  entity.

              


      

       

      
        	
                (b)
                  

              	
                Non-Solicitation
                  of Clients.
                  During the Restricted Period, the Executive will not solicit, directly
                  or
                  indirectly, on his own behalf or on behalf of any other person(s),
                  any
                  client of Colmek whom Colmek had provided services at any time
                  during the
                  Executive’s employment with Colmek in any line of business that Colmek
                  conducts as of the date of the Executive’s termination of employment or
                  that Colmek is actively soliciting, for the purpose of marketing
                  or
                  providing any service competitive with any service then offered
                  by
                  Colmek.

              


      

       

      
        	
                (c)
                  

              	
                Non-Solicitation
                  of Employees.
                  During the Restricted Period, the Executive will not, directly
                  or
                  indirectly, hire or attempt to hire or cause any business, other
                  than a
                  Qualified Affiliate, to hire any person who is then or was at any
                  time
                  during the preceding six months an employee of Colmek and who is
                  at the
                  time of such hire or attempted hire, or was at the date of such
                  employee’s
                  separation from Colmek a vice president, senior vice president
                  or
                  executive vice president or other senior executive employee of
                  Colmek.

              


      

       

      
        	
                (d)
                  

              	
                Acknowledgment.
                  The Executive acknowledges that he will acquire much Proprietary
                  Information concerning the past, present and future business of
                  Colmek as
                  the result of his employment, as well as access to the relationships
                  between Colmek and Colmek and their clients and employees. The
                  Executive
                  further acknowledges that the business of Colmek is very competitive
                  and
                  that competition by him in that business during his employment,
                  or after
                  his employment terminates, would severely injure Colmek. The Executive
                  understands that the restrictions contained in this Section 8 are
                  reasonable and are required for Colmek’s legitimate protection, and do not
                  unduly limit his ability to earn a
                  livelihood.

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	
                (e)
                  

              	
                Rights
                  and Remedies upon Breach.
                  The Executive acknowledges that any breach by him of any of the
                  provisions
                  of Sections 7 and 8 (the “Restrictive Covenants”) would result in
                  irreparable injury and damage for which money damages would not
                  provide an
                  adequate remedy. Therefore, if the Executive breaches, or threatens
                  to
                  commit a breach of, any of the provisions of the Restrictive Covenants,
                  Colmek shall have the following rights and remedies, each of which
                  rights
                  and remedies shall be independent of the other and severally enforceable,
                  and all of which rights and remedies shall be in addition to, and
                  not in
                  lieu of, any other rights and remedies available to Colmek under
                  law or in
                  equity (including, without limitation, the recovery of
                  damages):

              


      

       

      
        	 	
                (i)
                  

              	
                The
                  right and remedy to have the Restrictive Covenants specifically
                  enforced
                  (without posting bond and without the need to prove damages) by
                  any court
                  of competent jurisdiction, including, without limitation, the right
                  to an
                  entry against the Executive of restraining orders and injunctions
                  (preliminary, mandatory, temporary and permanent) against violations,
                  threatened or actual, and whether or not then continuing, of such
                  covenants; and

              


      

       

      
        	 	
                (ii)
                  

              	
                The
                  right and remedy to require the Executive to account for and pay
                  over to
                  Colmek and its affiliates all compensation, profits, monies, accruals,
                  increments or other benefits (collectively, “Benefits”) derived or
                  received by him as the result of any transactions constituting
                  a breach of
                  the Restrictive Covenants, and the Executive shall account for
                  and pay
                  over such Benefits to Colmek and, if applicable, its affected
                  affiliates.

              


      

       

      
        	
                (f)
                  

              	
                If
                  any court or other decision-maker of competent jurisdiction determines
                  that any of the Restrictive Covenants, or any part thereof, is
                  unenforceable because of the duration or geographical scope of
                  such
                  provision, then, after such determination has become final and
                  non-appealable, the duration or scope of such provision, as the
                  case may
                  be, shall be reduced so that such provision becomes enforceable
                  and, in
                  its reduced form, such provision shall then be enforceable and
                  shall be
                  enforced.

              


      

       

      
        	
                9.
                  

              	
                Executive
                  Representation

              


      

       

      
        	 	
                The
                  Executive represents and warrants to Colmek that he is not now
                  under any
                  obligation of a contractual or other nature to any person, business
                  or
                  other entity which is inconsistent or in conflict with this Agreement
                  or
                  which would prevent him from performing his obligations under this
                  Agreement. 

              


      

       

      
        	
                10.
                  

              	
                Enforcement
                  and Indemnification

              


      

       

      
        	
                (a)
                  

              	
                Colmek,
                  in its sole discretion, may bring an action in any court of competent
                  jurisdiction to seek injunctive relief and such other relief as
                  Colmek
                  shall elect to enforce the Restrictive Covenants. If the courts
                  of any one
                  or more of such jurisdictions hold the Restrictive Covenants wholly
                  unenforceable by reason of breadth of scope or otherwise it is
                  the
                  intention of Colmek and the Executive that such determination not
                  bar or
                  in any way affect Colmek’s right, or the right of any of its affiliates,
                  to the relief provided in Section 8(e) above in the courts of any
                  other
                  jurisdiction within the geographical scope of such Restrictive
                  Covenants,
                  as to breaches of such Restrictive Covenants in such other respective
                  jurisdictions, such Restrictive Covenants as they relate to each
                  jurisdiction being, for this purpose, severable, diverse and independent
                  covenants, subject, where appropriate, to the doctrine of res judicata.
                  The parties hereby agree to waive right to a trial by jury for
                  any and all
                  disputes hereunder (whether or not relating to the Restrictive
                  Covenants).

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                (b)
                  

              	
                In
                  accordance with Appendix C to this Agreement, Colmek will indemnify
                  the
                  Executive, to the maximum extent permitted by applicable law, against
                  all
                  costs, charges and expenses incurred or sustained by the Executive,
                  including the cost of legal counsel selected and retained by the
                  Executive
                  in connection with any action, suit or proceeding to which the
                  Executive
                  may be made a party by reason of the Executive being or having
                  been an
                  officer, director, or employee of Colmek or any subsidiary or affiliate
                  of
                  Colmek. Colmek will pay to the Executive in advance of the final
                  disposition of any proceeding all such amounts incurred or suffered.
                  

              


      

       

      
        	
                11.
                  

              	
                Miscellaneous

              


      

       

      
        	
                (a)
                  

              	
                Litigation
                  and Regulatory Cooperation.
                  During and after Executive’s employment, Executive shall reasonably
                  cooperate with Colmek in the defense or prosecution of any claims
                  or
                  actions now in existence or which may be brought in the future
                  against or
                  on behalf of Colmek which relate to events or occurrences that
                  transpired
                  while Executive was employed by Colmek; provided, however, that
                  such
                  cooperation shall not materially and adversely affect Executive
                  or expose
                  Executive to an increased probability of civil or criminal litigation.
                  Executive’s cooperation in connection with such claims or actions shall
                  include, but not be limited to, being available to meet with counsel
                  to
                  prepare for discovery or trial and to act as a witness on behalf
                  of Colmek
                  at mutually convenient times. During and after Executive’s employment,
                  Executive also shall cooperate fully with Colmek in connection
                  with any
                  investigation or review of any federal, state or local regulatory
                  authority as any such investigation or review relates to events
                  or
                  occurrences that transpired while Executive was employed by Colmek.
                  Colmek
                  shall also provide Executive with compensation on an hourly basis
                  (to be
                  derived from the sum of his Base Salary and average annual incentive
                  compensation) for requested litigation and regulatory cooperation
                  that
                  occurs after his termination of employment, and reimburse Executive
                  for
                  all costs and expenses incurred in connection with his performance
                  under
                  this Section 11(a), including, but not limited to, reasonable attorneys’
                  fees and costs.

              


      

       

      
        	
                (b)
                  

              	
                Notices.
                  All notices required or permitted under this Agreement shall be
                  in writing
                  and shall be deemed effective (i) upon personal delivery, (ii)
                  upon
                  deposit with the United States Postal Service, by registered or
                  certified
                  mail, postage prepaid, or (iii) in the case of facsimile transmission
                  or
                  delivery by nationally recognized overnight delivery service, when
                  received, addressed as follows:

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        	
                (i)
                  

              	
                If
                  to Colmek, to:

              


      

      


      Colmek
        

      2001
        South 3480 West, 

      Salt
        Lake
        City, 

      Utah
        84104

       

      
        	
                (ii)
                  

              	
                If
                  to the Executive, to:

              


      

       

      Scott
        R Debo

      1578
        East
        900 South

      Salt
        Lake
        City,

      Utah,

      84105

      


      or
        to
        such other address or addresses as either party shall designate to the other
        in
        writing from time to time by like notice.

       

      
        	
                (c)
                  

              	
                Pronouns.
                  Whenever the context may require, any pronouns used in this Agreement
                  shall include the corresponding masculine, feminine or neuter forms,
                  and
                  the singular forms of nouns and pronouns shall include the plural,
                  and
                  vice versa.

              


      

       

      
        	
                (d)
                  

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

              


      

       

      
        	
                (e)
                  

              	
                Amendment.
                  This Agreement may be amended or modified only by a written instrument
                  executed by both Colmek and the
                  Executive.

              


      

       

      
        	
                (f)
                  

              	
                Governing
                  Law.
                  This Agreement shall be construed, interpreted and enforced in
                  accordance
                  with the laws of the State of New York, without regard to its conflicts
                  of
                  laws principles.

              


      

       

      
        	
                (g)
                  

              	
                Successors
                  and Assigns.
                  This Agreement shall be binding upon and inure to the benefit of
                  both
                  parties and their respective successors and assigns, including
                  any entity
                  with which or into which Colmek may be merged or which may succeed
                  to its
                  assets or business or any entity to which Colmek may assign its
                  rights and
                  obligations under this Agreement; provided, however, that the obligations
                  of the Executive are personal and shall not be assigned or delegated
                  by
                  him.

              


      

       

      
        	
                (h)
                  

              	
                Waiver.
                  No delays or omission by Colmek or the Executive in exercising
                  any right
                  under this Agreement shall operate as a waiver of that or any other
                  right.
                  A waiver or consent given by Colmek or the Executive on any one
                  occasion
                  shall be effective only in that instance and shall not be construed
                  as a
                  bar or waiver of any right on any other
                  occasion.

              


      

       

      
        	
                (i)
                  

              	
                Captions.
                  The captions appearing in 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.

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	
                (j)
                  

              	
                Severability.
                  In case any provision of this Agreement shall be held by a court
                  or
                  arbitrator with jurisdiction over the parties to this Agreement
                  to be
                  invalid, illegal or otherwise unenforceable, such provision shall
                  be
                  restated to reflect as nearly as possible the original intentions
                  of the
                  parties in accordance with applicable law, and the validity, legality
                  and
                  enforceability of the remaining provisions shall in no way be affected
                  or
                  impaired thereby.

              


      

       

      
        	
                (k)
                  

              	
                Counterparts.
                  This Agreement may be executed in two or more counterparts, each
                  of which
                  shall be deemed an original but all of which together shall constitute
                  one
                  and the same instrument.

              


      

       

      IN
        WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
        year
        first above written.

      


      Miller
        and Hilton d/b/a Colmek Systems Engineering

       

      By:
        

      Name:
        Jason Reid


      


      


      EXECUTIVE

      


      


      Name:
        Scott DeBo

      


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      APPENDIX
        A

      


       

      Colmek
        Systems Engineering


       

      Chief
        Executive Officer

       

      Based
        in Salt Lake City, Utah

      Reports
        to the Board of the Company.

       

      Role
        Description

       

      This
        person is responsible day to day for the overall smooth running of the Company,
        He takes an overall responsibility for achievement of the Company’s Business
        Plan.

       

      Key
        Responsibilities:

       

      
        	
                -

              	
                Understand
                  and perform the legal duties associated with being a director of
                  a
                  Company.

              


      

       

      
        	
                -

              	
                Work
                  in concert with other Coda management for the greater good of Colmek
                  Group
                  Inc.

              


      

       

      
        	
                -

              	
                Formulate
                  and agree with the Board the Company's business
                  strategy.

              


      

       

      
        	
                -

              	
                Produce
                  and agree with the Board the Business
                  Plan.

              


      

       

      
        	
                -

              	
                In
                  concert with the Board, plan
                  and direct the Company's resources to achieve the Business
                  Plan.

              


      

       

      
        	
                -

              	
                Manage
                  and control the Company's expenditure within agreed
                  levels.

              


      

       

      
        	
                -

              	
                Establish
                  and maintain appropriate operational processes and procedures and
                  ensure
                  that all relevant staff are aware of
                  these.

              


      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      


      
        	
                -

              	
                Manage
                  and maintain the Company's security
                  status.

              


      

       

      
        	
                -

              	
                Ensure
                  the Company's adherence to health and safety policies & employment
                  legislation.

              


      

       

      
        	
                -

              	
                Work
                  in synergy with other Coda management to maximise the Company's
                  opportunities world-wide.

              


      

       

      
        	
                -

              	
                Oversee
                  Human Resource activities

              


      

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      APPENDIX
        B

       

      ASSIGNMENT

      


       

      WHEREAS,
        __________________________________________,
        hereinafter called "Assignor", residing at
        ________________________________________________________, has certain new
        and
        useful formulas, processes, discoveries, improvements, ideas and works of
        authorship (“Inventions”) disclosed in an application for United States and
        other Letters Patent
        entitled_________________________________________________________________________________________________________,
        and executed by __________________________________________________ on date
        herewith;

       

      AND
        WHEREAS Colmek Group, Inc., located at 164 West 25th
        Street,
        6F, 6th Floor, New York, NY 10001. and or a subsidiary thereof, together
        with
        any successors, legal representatives or assigns thereof, called "Assignee"
        wants to acquire the entire right, title and interest in and to said Inventions
        and application.

       

      NOW,
        THEREFORE, in consideration of the entering into an Employment Contract with
        Assignee dated _____________, 2006 and other good and valuable consideration,
        the receipt of which is hereby acknowledged, the Assignor has sold, assigned,
        transferred and set over, and does hereby sell, assign, transfer and set
        over to
        Assignee the entire right, title and interest in and to said Inventions,
        and
        said application and all divisions and continuations thereof, and all United
        States Letters Patents which may be granted thereon and all reissues,
        reexaminations and extensions thereof, and all priority rights under all
        available International Agreements, Treaties and Conventions for the protection
        of Intellectual property in its various forms in every participating country,
        and all applications for patents (including related rights such as utility-model
        registrations, inventor's certificates, and the like) heretofore or hereafter
        filed for said Inventions in any foreign countries, and all patents (including
        all continuations, divisions, extensions, renewals, substitutes, and reissues
        thereof) granted for said Inventions in any foreign countries; and the Assignor
        hereby authorizes and requests the United States Commissioner of Patents
        and
        Trademarks, and any officials of foreign countries whose duty it is to issue
        patents on applications as aforesaid, to Issue all patents for said Inventions
        to Assignee in accordance with the terms of this Assignment;

       

      AND
        THE ASSIGNOR HEREBY covenants that he has full right to convey the entire
        Interest herein assigned, and that he has not executed, and will not execute,
        any agreement in conflict herewith;

       

      AND
        THE ASSIGNOR HEREBY further covenants and agrees that he will communicate
        to
        Assignee any facts known to him respecting said Inventions, and testify in
        any
        legal proceeding, sign all lawful papers, execute all divisional, continuation,
        substitute and reissue applications, make all rightful oaths and generally
        do
        everything possible to aid Assignee to obtain and enforce proper patent
        protection for said Inventions in all countries.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      In
        testimony whereof, I hereunto set my hand this ____ day of _______________
        20____

       

       

      SIGNATURE
        OF ASSIGNOR

       

      


       

      STATE
        OF ________________________________________

       

      COUNTY
        OF ______________________________________

       

      On
        _____________________ before me _________________________ Notary Public,
        personally appeared _______________________________ personally known to me
        (or
        proved to me on the basis of satisfactory evidence) to be the person whose
        name
        is subscribed to the within instrument and acknowledged to me that he executed
        the same in his authorized capacity, and that by his signature on the instrument
        the person, or the entity upon behalf of which the person acted, executed
        the
        Instrument.

       

       

      WITNESS
        my hand and official seal.

       

      _______________________________

       

       

      Signature
        of Notary

       

      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      APPENDIX
        C


       

      INDEMNITY
        AGREEMENT

       

      This
        Agreement is made as of the 6
        day of
        April 2007, by and between Miller & Hilton d/b/a Colmek Systems
        Engineering., a Utah corporation (the “Corporation”), and Scot DeBo (the
“Indemnitee”), a Director and/or Officer of the Corporation (collectively the
        "Parties").

       

      WHEREAS,
        it is essential to the Corporation to retain and attract as Directors and
        Officers the most capable persons available, and

       

      WHEREAS,
        the substantial increase in corporate litigation subjects Directors and Officers
        to expensive litigation risks at the same time that the availability of
        Directors’ and Officers’ liability insurance has been severely limited,
        and

       

      WHEREAS,
        it is now and has always been the express policy of the Corporation to indemnify
        its Directors and Officers so as to provide them with the maximum possible
        protection permitted by law, and

       

      WHEREAS,
        the Corporation does not regard the protection available to Indemnitee as
        adequate in the present circumstances, and realizes that Indemnitee may not
        be
        willing to serve as a Director and/or Officer without adequate protection,
        and
        the Corporation desires Indemnitee to serve in such capacity;

       

      NOW,
        THEREFORE, in consideration of Indemnitee’s service as a Director and/or Officer
        after the date hereof, the Parties agree as follows:

       

      
        	
                1.

              	
                Definitions.
                  As used in this Agreement:

              


      

       

      
        	 	
                (a)
                  

              	
                The
                  term “Proceeding” shall include any threatened, pending or completed
                  action, suit or proceeding, whether brought by or in the right
                  of the
                  Corporation or otherwise and whether of a civil, criminal, administrative
                  or investigative nature.

              


      

       

      
        	 	
                (b)
                  

              	
                The
                  term “Expenses” shall include, but is not limited to, expenses of
                  investigations, judicial or administrative proceedings or appeals,
                  damages, judgments, fines, amounts paid in settlement by or on
                  behalf of
                  Indemnitee, attorneys’ fees and disbursements and any expenses of
                  establishing a right to indemnification under this
                  Agreement.

              


      

       

      
        	 	
                (c)
                  

              	
                The
                  terms “Director” and “Officer” shall include Indemnitee’s service at the
                  request of the Corporation as a director, officer, employee or
                  agent of
                  another corporation, partnership, joint venture, trust or other
                  enterprise
                  as well as a Director and/or Officer of the Corporation.
                  

              


      

       

      
        	
                2.

              	
                Indemnity
                  of Director or Officer.
                  Subject only to the limitations set forth in Section 3, Corporation
                  will
                  pay on behalf of the Indemnitee all Expenses actually and reasonably
                  incurred by Indemnitee because of any claim or claims made against
                  him in
                  a Proceeding by reason of the fact that he is or was a Director
                  and/or
                  Officer.

              


      

       

      
        	
                3.

              	
                Limitations
                  on Indemnity.
                  Corporation shall not be obligated under this Agreement to make
                  any
                  payment of Expenses to the
                  Indemnitee,

              


      

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      
        	
              	(a)	
                which
                  payment it is prohibited by applicable law from paying as
                  indemnity;

              


      

       

      
        	 	
                (b)
                  

              	
                for
                  which payment is actually made to the Indemnitee under an insurance
                  policy, except in respect of any excess beyond the amount of payment
                  under
                  such insurance;

              


      

       

      
        	 	
                (c)
                  

              	
                for
                  which payment the Indemnitee is indemnified by Corporation otherwise
                  than
                  pursuant to this Agreement;

              


      

       

      
        	 	
                (d)
                  

              	
                resulting
                  from a claim decided in a Proceeding adversely to the Indemnitee
                  based
                  upon or attributable to the Indemnitee gaining in fact any personal
                  profit
                  or advantage to which he was not legally
                  entitled;

              


      

       

      
        	 	
                (e)

              	
                resulting
                  from a claim decided in a Proceeding adversely to the Indemnitee
                  for an
                  accounting of profits made from the purchase or sale by the Indemnitee
                  of
                  securities of Corporation within the meaning of Section 16(b) of
                  the
                  Securities Exchange Act of 1934 and amendments thereto or similar
                  provisions of any state statutory law or common law;
                  or

              


      

       

      
        	 	
                (f)

              	
                brought
                  about or contributed to by the dishonesty of the Indemnitee seeking
                  payment hereunder; however, notwithstanding the foregoing, the
                  Indemnitee
                  shall be indemnified under this Agreement as to any claims upon
                  which suit
                  may be brought against him by reason of any alleged dishonesty
                  on his
                  part, unless it shall be decided in a Proceeding that he committed
                  (i)
                  acts of active and deliberate dishonesty, (ii) with actual dishonest
                  purpose and intent, and (iii) which acts were material to the cause
                  of
                  action so adjudicated.

              


      

       

      
        	 	
                For
                  purposes of Sections 3 and 4, the phrase “decided in a Proceeding” shall
                  mean a decision by a court, arbitrator(s), hearing officer or other
                  judicial agent having the requisite legal authority to make such
                  a
                  decision, which decision has become final and from which no appeal
                  or
                  other review proceeding is
                  permissible.

              


      

       

      
        	
                4.
                  

              	
                Advance
                  Payment of Costs.
                  Expenses incurred by Indemnitee in defending a claim against him
                  in a
                  Proceeding shall be paid by the Corporation as incurred and in
                  advance of
                  the final disposition of such Proceeding; provided, however, that
                  Expenses
                  of defense need not be paid as incurred and in advance where the
                  judicial
                  agent of first impression has decided the Indemnitee is not entitled
                  to be
                  indemnified pursuant to this Agreement or otherwise. Indemnitee
                  hereby
                  agrees and undertakes to repay such amounts advanced if it shall
                  be
                  decided in a Proceeding that he is not entitled to be indemnified
                  by the
                  Corporation pursuant to this Agreement or
                  otherwise.

              


      

       

      
        	
                5.

              	
                Enforcement.
                  If a claim under this Agreement is not paid by Corporation, or
                  on its
                  behalf, within thirty days after a written claim has been received
                  by
                  Corporation, the Indemnitee may at any time thereafter bring suit
                  against
                  Corporation to recover the unpaid amount of the claim and if successful
                  in
                  whole or in part, the Indemnitee shall also be entitled to be paid
                  the
                  Expenses of prosecuting such claim.

              


      

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      
        	
                6.

              	
                Subrogation.
                  In the event of payment under this Agreement, Corporation shall
                  be
                  subrogated to the extent of such payment to all of the rights of
                  recovery
                  of the Indemnitee, who shall execute all papers required and shall
                  do
                  everything that may be necessary to secure such rights, including
                  the
                  execution of such documents necessary to enable Corporation effectively
                  to
                  bring suit to enforce such rights.

              


      

       

      
        	
                7.

              	
                Notice.
                  The Indemnitee, as a condition precedent to his right to be indemnified
                  under this Agreement, shall give to Corporation notice in writing
                  as soon
                  as practicable of any claim made against him for which indemnity
                  will or
                  could be sought under this Agreement. Notice to Corporation shall
                  be given
                  at its principal office and shall be directed to the Corporate
                  Secretary
                  (or such other address as Corporation shall designate in writing
                  to the
                  Indemnitee); notice shall be deemed received if sent by prepaid
                  mail
                  properly addressed, the date of such notice being the date postmarked.
                  In
                  addition, the Indemnitee shall give Corporation such information
                  and
                  cooperation as it may reasonably
                  require.

              


      

       

      
        	
                8.

              	
                Saving
                  Clause.
                  If this Agreement or any portion thereof shall be invalidated on
                  any
                  ground by any court of competent jurisdiction, the Corporation
                  shall
                  nevertheless indemnify Indemnitee to the full extent permitted
                  by any
                  applicable portion of this Agreement that shall not have been invalidated
                  or by any other applicable law.

              


      

       

      
        	
                9.

              	
                Indemnification
                  Hereunder Not Exclusive.
                  Nothing herein shall be deemed to diminish or otherwise restrict
                  the
                  Indemnitee’s right to indemnification under any provision of the
                  Certificate of Incorporation or Bylaws of the Corporation or under
                  Delaware law.

              


      

       

      
        	
                10.

              	
                Applicable
                  Law.
                  This Agreement shall be governed by and construed in accordance
                  with
                  internal laws of the State of
                  Delaware.

              


      

       

      
        	
                11.

              	
                Counterparts.
                  This Agreement may be executed in any number of counterparts, each
                  of
                  which shall constitute the
                  original.

              


      

       

      
        	
                12.

              	
                Successors
                  and Assigns.
                  This Agreement shall be binding upon the Corporation and its successors
                  and assigns.

              


      

       

      
        	
                13.

              	
                Continuation
                  of Indemnification.
                  The indemnification under this Agreement shall continue as to Indemnitee
                  even though he may have ceased to be a Director and/or Officer
                  and shall
                  inure to the benefit of the heirs and personal representatives
                  of
                  Indemnitee.

              


      

       

      
        	
                14.

              	
                Coverage
                  of Indemnification.
                  The indemnification under this Agreement shall cover Indemnitee’s service
                  as a Director and/or Officer prior to or after the date of the
                  Agreement.

              


      

       

      IN
        WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed
        and
        signed as of the day and year first above written.

       

       

    

    
      
        
          	COLMEK Systems
                  Engineering. 	INDEMNITEE
	 	 
	By: 	 
	Name: Jason Reid	Scott
                  DeBo


        

      

       

      
        
          
          

        

        
          23