exh_10-2.htm


    
      Exhibit
        10-2

       

       

      EMPLOYMENT
        AGREEMENT

       

      This
        Agreement (the “Agreement”) dated as of December 7, 2007 is made by and between
        ECONOSHARE, INC., a publicly-owned Nevada corporation (the “Company”) and
        KRISHNA MENON (the “Executive”).

       

      RECITALS

       

      WHEREAS,
        the Company desires to hire the Executive as, (1) a Member of the Board of
        Directors of the Company, (2) Chief Scientific Officer, and (3) President
        of the
        Company engaged in the oncological pharmaceutical and related or ancillary
        industries as the Company shall determine and the Executive is willing to
        accept
        such employment on the terms set forth herein.

       

      NOW,
        THEREFORE, in consideration of the premises and mutual covenants herein
        contained, and other good and valuable consideration, the Company and the
        Executive hereby agree as follows:

       

      1.  Definitions

       

      1.1  “Affiliate”
        means any entity controlling, controlled by or under common control with
        the
        Company.

       

      1.2  “Board”
        means the Board of Directors of the Company.

       

      1.3  “Cause”
        means (a) the Executive is convicted of or pleads guilty to a felony involving
        dishonesty as against the Company or an Affiliate, (b) the Executive is
        convicted of a felony not involving the Company, and after exhausting all
        rights
        of appeal, is obligated to serve, and actually serves, ten (10) or more days
        in
        prison or pay a fine of more than One Hundred Thousand ($100,000) Dollars,
        or
        (c) the Executive, in carrying out the Executive’s duties and responsibilities
        under this Agreement, is guilty of gross neglect or gross misconduct resulting,
        in either case, in material economic harm to the Company to an Affiliate,
        unless
        such act, or failure to act, was reasonably believed by the Executive in
        good
        faith, using reasonable judgment under the circumstances, to be in the best
        interests of the Company

       

      1.4  “Commitment
        Date” means the date the Company receives a financing commitment in an amount of
        at least $4,000,000.

       

      1.5  “Date
        of Termination” means (a) in the case of a termination for which a Notice of
        Termination (as hereinafter defined in Section 6.5) is required, the date
        of
        actual receipt of such Notice of Termination or if later, the date specified
        therein, as the case may be, and (b) in all other cases, the actual date on
        which the Executive’s employment terminates during the Term of Employment (as
        hereinafter defined in Section 3) (it being understood that nothing contained
        in
        this definition of “Date of Termination” shall affect any of the cure rights
        provided to the Executive or the Company in this Agreement).

       

      1.6  “Disability”
        means the Executive’s inability to render, for a period of three consecutive
        months, services hereunder.

       

      1.7  “Good
        Reason” means and shall be deemed to exist if (a) without the Executive’s
        express prior written consent; the Executive is assigned any duties or
        responsibilities inconsistent in any material respect with the scope of the
        duties or responsibilities associated with the Executive’s title or positions,
        as set forth and described in Article 4 of this Agreement; (b) without
        the Executive’s express prior written consent, the Executive suffers, in any
        material respect, a reduction in the duties, responsibilities or effective
        authority associated with Executive’s titles and positions as set forth and
        described in Article 4 of this Agreement; (c) without the Executive’s express
        prior written consent, the Executive’s compensation under this Agreement is
        decreased, or the Executive’s benefits under employee benefit or health or
        welfare plans or programs of the Company are in the aggregate materially
        decreased; (d) the Company fails to obtain the full assumption of this Agreement
        by a successor entity in accordance with Section 11.2 of this Agreement;
        (e) the Company fails to use reasonable efforts to maintain, or cause to
        be
        maintained, directors and officers liability insurance coverage for the
        Executive as provided in Section 12.9 of this Agreement; or (f) the Company
        purports to terminate the Executive’s employment for Cause and the Company is
        not entitled to terminate this Agreement for Cause.

       

      1.8  “Person(s)”
        means any individual or entity of any kind or nature, including any other
        person
        as defined in Section 3(a)(9) of the Exchange Act, and as used in
        Sections 13(d) and 14(d) thereof.

       

      2.  Employment.  Subject
        to the terms and provisions set forth in this Agreement, the Company hereby
        employs the Executive during the Term of Employment as the Chief cientific
        Officer, President and Director.

       

      3.  Term
        of Employment.  The term of employment under this Agreement shall
        be deemed to commence as of the date set forth above (the “Commencement Date”)
        and, unless terminated earlier pursuant to the terms hereof, shall terminate
        on
        the third anniversary of the Commitment Date (the “Term of
        Employment”).

       

      4.  Positions,
        Responsibilities and Duties

       

      4.1  Positions.  During
        the Term of Employment, the Executive shall be employed as, and the Company
        shall at all times cause the Executive to be, (1) a Member of the Board of
        Directors of the Company, (2) Chief Scientific Officer, and (3) President
        of the
        Company and such future direct or indirect subsidiaries of the Company engaged
        in the oncological pharmaceutical industry and related or ancillary industries
        as the Company shall determine.  In such positions, the Executive
        shall have the duties, responsibilities and authority normally associated
        with
        such positions.  The Executive shall report solely and directly to the
        Board of Directors of the Company, and all employees of the Company and all
        of
        the Subsidiaries and such future direct or indirect subsidiaries of the Company
        engaged in the pharmaceutical industry for which the Executive serves as
        President shall report to Executive.

       

      4.2  Duties.  During
        the Term of Employment, the Executive shall devote such business time and
        attention to the business of the Company as the Executive deems necessary
        to
        perform faithfully and efficiently the duties and responsibilities contemplated
        by this Agreement; provided, however, that the Executive shall be allowed,
        to
        the extent such activities do not substantially interfere with the performance
        of the Executive’s duties and responsibilities hereunder, to (a) manage the
        Executive’s personal financial and legal affairs, and (b) engage in other
        businesses so long as they do not compete with the Company.

       

      5.  Compensation
        and Other Benefits

       

      5.1  Base
        Salary.  During the Term of Employment and commencing on the
        Commitment Date the Executive shall receive a base salary of $200,000 per
        annum
        during the first year of the Term, $300,000 during the second year of the
        Term
        and $400,000 during the third year of the Term (“Base Salary”) payable in equal
        monthly installments.

       

      5.2  Incentive
        Bonuses.  Acknowledging the vital nature to the Company’s business
        of filing and obtaining the approval of an Investigational New Drug (“IND”)
        Application, during the Term (and in addition to the Base Salary), the Executive
        shall be entitled to receive incentive cash bonus payments (the “Bonus”)
        determined in accordance with the following Schedule:

       

      (a)           Upon
        receipt of the IND for the Company’s candidate Kevetrin, Executive shall receive
        a Bonus equal to:

       

      (i)           $250,000
        if received within ten (10) months of the Commitment Date;

       

      (ii)           $150,000
        if received within twelve (12) months of the Commitment Date;

       

      (iii)                      $100,000
        if received within sixteen (16) months of the Commitment Date; and

       

      (iv)                      $0.00
        if received sixteen (16) months after the Commitment Date.

       

      (b)           Upon
        completion of Phase 1 of Kevetrin, with results allowing the Company to Commence
        Phase 2/3, Executive shall receive an additional cumulative Bonus equal
        to:

       

      (i)           $450,000
        if completed within eighteen (18) months of the Commitment Date;

       

      (ii)           $350,000
        if completed within twenty-four (24) months of the Commitment Date;

       

      (iii)                      $150,000
        if completed within twenty-eight (28) months of the Commitment Date;
        and

       

      (iv)                      $0.00
        if completed twenty-eight (28) months after the Commitment Date.

       

      (c)           Upon
        the commencement of Phase 2/3 of the IND for Kevetrin, Executive shall receive
        an additional cumulative bonus equal to:

       

      (i)           $500,000
        if commenced within thirty-six (36) months of the Commitment Date;

       

      (ii)           $350,000
        if commenced within forty-two (42) months of the Commitment Date;

       

      (iii)                      $150,000
        if commenced within forty-eight (48) months of the Commitment Date;
        and

       

      (iv)                      $0.00
        if commenced forty-eight (48) months after the Commitment Date.

       

      The
        Bonus shall be paid to the Executive in cash as soon as practicable after
        the
        end of the fiscal year to which it relates, but in any event no later than
        one
        hundred five (105) calendar days after the end of such fiscal year (and,
        to the
        extent there is any disagreement as to the amount thereof any amount
        acknowledged as payable by the Company shall be paid by such date).

       

      5.3  Incentive
        Retirement, and Savings Plans.  During the Term of Employment, the
        Executive shall be entitled to participate in all incentive, pension, retirement
        savings and other employee benefit plans and programs maintained by the Company
        and/or an Affiliate for the benefit of senior executives.

       

      5.4  Welfare
        Benefit Plans.  During the Term of Employment, the Executive, the
        Executive’s spouse and their eligible dependents, if any, shall be entitled to
        participate in and be covered under all the welfare benefit plans or programs
        maintained by the Company and/or the Subsidiaries, including, without
        limitation, all term life insurance, long term disability insurance, medical,
        hospitalization, dental, disability, accidental death and dismemberment and
        travel accident insurance plans and programs.  All premiums and other
        costs and expenses associated with the participation by the Executive, his
        spouse and his eligible dependents, if any, in the plans and/or programs
        referenced herein, shall be borne in full by the Company.

       

      5.5  Expense
        Reimbursement.  During the Term of Employment the Executive shall
        be entitled to receive prompt reimbursement for all reasonable expenses incurred
        by the Executive in performing the Executive’s duties and responsibilities
        hereunder in accordance with the policies and procedures of the
        Company.  At the end of each fiscal year, the Executive and the
        Company shall in good faith reconcile any differences and disputes with respect
        to timing, right to reimbursement, reasonableness or documentation of any
        items
        of expense reimbursement, it being agreed that no dispute respecting any
        of the
        foregoing shall constitute a basis for the Executive or the Company (including
        the Subsidiaries) terminating or attempting to terminate this
        Agreement

       

      5.6  Vacation
        and Fringe Benefits.  During the Term of Employment, the Executive
        shall be entitled to such paid vacation, fringe benefits and perquisites
        as set
        forth in Schedule 5.7 or, if more favorable to the Executive, as provided
        by the
        Company at any time hereafter.

       

      6.  Termination

       

      6.1  Termination
        Due to Death or Disability.  The Company or the Executive may
        terminate the Executive’s employment hereunder due to his death or
        Disability.  In the event the Executive’s employment is terminated due
        to death or Disability, the Executive’s estate or Executive’s legal
        representative, as the case may be, shall be entitled to:

       

      (a)  (i)
        in the case of death, Base Salary continuation at the rate in effect (as
        provided for by Section 5.1 of this Agreement) on the Date of Termination
        for a period of three (3) months after the date of death, and (ii) in the
        case
        of Disability, $10,000 per month for so long as the Executive is subject
        to a
        Disability or for the unexpired portion of the Term.

       

      (b)  any
        Base Salary accrued or any Annual Bonus earned but not yet paid;

       

      (c)  a
        pro rata Annual Bonus for the calendar year in which death or Disability
        occurs
        (determined and payable in accordance with Section 5.2 of this
        Agreement);

       

      (d)  any
        deferred compensation not yet paid to the Executive (including, without
        limitation, interest or other credits on such deferred amounts) and any accrued
        vacation pay;

       

      (e)  reimbursement
        pursuant to Section 5.6 hereof or any other provision of this Agreement for
        expenses incurred but not yet paid prior to such death or
        Disability;

       

      (f)  in
        the case of death, any other compensation and befits as may be provided in
        accordance with the terms and provision of any applicable plans and programs
        of
        the Company and/or the Affiliates; and

       

      (g)  in
        the case of Disability, (i) continuation of the Executive’s health and welfare
        benefits (as described in Section 5.5 of this Agreement at the level in effect
        (as provided for by Section 5.5) on the Date of Termination through the end
        of
        the three-year period following the termination of the Executive’s employment
        due to Disability (or the Company shall provide the economic equivalent
        thereof), and (ii) any other compensation and benefits as may be provided
        in
        accordance with the terms and provisions of any applicable plans and programs
        of
        the Company.

       

      With
        respect to the deferred compensation arrangements referred to in Sections
        6.1(d), 6.2(c) and 6.3(d), to the extent that such deferred compensation
        arrangements provide by their terms for any deferral of payments in the event
        of
        death or Disability, termination with Cause or termination without Cause
        or for
        Good Reason, such payments shall be deferred in accordance with such
        arrangements to the extent required by the type of termination of this
        Agreement.  With respect to the other benefits referred to in Sections
        6.1(g), 6.2(e) and 6.3(g), to the extent that such other benefit arrangements
        provide by their terms for any deferral of payments in the event of death
        or
        Disability, termination with Cause or determination without Cause or for
        Good
        Reason, such payments shall be deferred in accordance with such arrangements
        to
        the extent required by the type of termination of this Agreement

       

      6.2  Termination
        by the Company for Cause.  The Company may terminate the
        Executive’s employment hereunder for Cause as provided in this Section 6.2;
        provided that no act or omission referred to herein occurring prior to the
        Commencement Date shall constitute Cause.  If the Company terminates
        the Executive’s employment hereunder for Cause the Executive shall be entitled
        to:

       

      (a)  the
        Executive’s Base Salary at the rate in effect (as provided for by
        Section 5.1 of this Agreement) at the time of such termination through the
        Date of Termination;

       

      (b)  any
        Annual Bonus for the prior fiscal year not yet paid together with a pro-rata
        portion of the Annual Bonus for the calendar year in which termination occurs
        through the Date of Termination;

       

      (c)  any
        deferred compensation (including, without limitation interest or other credit
        on
        such deferred amounts) and any accrued vacation pay;

       

      (d)  reimbursement
        pursuant to Section 5.6 hereof or any other provision of this Agreement for
        expenses incurred, but not yet paid prior to such termination of employment;
        and

       

      (e)  any
        other compensation and benefits as may be provided in accordance with the
        terms
        and provisions of any applicable plans and programs of the Company and/or
        the
        Subsidiaries.

       

      In
        any case described in this Section 6.2, the Executive shall be given written
        notice, authorized (with Executive abstaining) by a vote of at least two
        thirds
        (2/3) of the members of the entire Board (excluding Executive), that the
        Company
        intends to terminate the Executive’s employment for Cause.  Such
        written notice, given in accordance with Section 6.6 of this Agreement shall
        specify the particular act or acts, or failure to act, which is or are the
        basis
        for the decision to so terminate the Executive’s employment for
        Cause.  The Executive shall be given the opportunity within ten (10)
        calendar days of the receipt of such notice to meet with the Board to defend
        such act or acts, or failure to act, and the Executive shall be given twenty
        (20) business days after such meeting to correct such act, acts or failure(s)
        to
        act, provided that the Executive shall not have the right to cure the acts
        described in Section 1.3(a) hereof.  Upon failure of the Executive,
        within such latter twenty (20) business day period, to correct such act,
        acts or
        failure(s) to act, the Executive’s employment by the Company shall automatically
        be terminated under this Section 6.2 for Cause as of the date determined in
        Section 1.4 of this Agreement; provided, however, if the act or acts, or
        the failure to act, which is or are the basis for the decision to terminate
        the
        Executive’s employment for Cause are incapable of being cured within the twenty
        (20) business day period and the Executive has commenced reasonable efforts
        to
        correct such act, acts or failure(s) to act within the twenty (20) day period,
        then the Executive’s employment shall not be terminated under this
        Section 6.2 for Cause and the Executive shall have a reasonable time period
        following the expiration of the twenty (20) business day period to correct
        such
        act, acts or failure(s) to act.

       

      
        6.3           Termination
          with Good Reason.  The Executive may terminate the Executive’s
          employment hereunder for Good Reason.  If the Executive seeks to
          terminate the Executive’s employment hereunder for Good Reason, the Company
          shall be given written notice that the Executive intends to terminate the
          Executive’s employment for Good Reason.  Such written notice, given in
          accordance with Section 6.6 of this Agreement, shall specify the particular
          act
          or acts, or failure(s) to act, which is or are the basis for the Executive’s
          decision to so terminate the Executive’s employment for Good
          Reason.  The Company shall be given the opportunity within ten (10)
          calendar days of the receipt of such notice to meet with the Executive
          to defend
          such act or acts, or failure(s) to act, and the Company shall be given
          twenty
          (20) business days after such meeting to correct such act, acts or failure(s)
          to
          act provided that the Company shall nor have the right to correct the acts
          or
          failure(s) to act specified in clauses (c), (i) and (k) of the definition
          of
          Good Reason.  Upon failure of the Company, within such latter twenty
          (20) business day period, to correct such act, acts or failure(s) to act,
          the
          Executive’s employment by the Company shall automatically be terminated under
          this Section 6.3 for Good Reason as of the date of actual termination
          provided that the date of actual termination shall be ten (10) calendar
          days
          after receipt of the Executive’s notice if the Company does not have the right
          to correct such act(s) or failure(s) to act.

         

         

      

      6.4  No
        Mitigation; No Offset.  In the event of any termination of
        employment under this Section 6, the Executive shall be under no obligation
        to seek other employment and there shall be no offset against any amounts
        paid
        or payable the Executive under this Agreement on account of any remuneration
        attributable to any subsequent employment that the Executive may
        obtain.  Any amounts due under this Section 6 are in the nature
        of severance payments, or liquidated damages, or both, and are not in the
        nature
        of a penalty.

       

      6.5  Notice
        of Termination.  Any termination of the Executive by the Company
        or by the Executive for Good Reason shall be communicated by a notice of
        termination to the other party hereto given in accordance with Section 15.3
        of this Agreement (the “Notice of Termination”).  Such notice shall
        (a) indicate the specific termination provision in this Agreement relied
        upon,
        (b) set forth in reasonable detail the facts and circumstances claimed to
        provide a basis for termination of the Executive’s employment under the
        provision so indicated, and (c) if the termination date is other than the
        date
        of receipt of such notice, specify the date on which the Executive’s employment
        is to be terminated (which date shall not be earlier than the date on which
        such
        notice is given).

       

      6.6  Payment.  Except
        as otherwise provided in this Agreement, any payments to which the Executive
        shall be entitled under this Section 6, including.  without
        limitation, any economic equivalent of any benefit shall be made as promptly
        as
        possible following the Date of Termination.  If the amount of any
        payment due to the Executive cannot be finally determined within ninety (90)
        days after the Date of Termination (by way of example only, pro rata bonuses
        determined pursuant to Section 6.8 hereof), such amount shall be estimated
        on a good faith basis by the Company and the estimated amount shall be paid
        no
        later than ninety (90) days after such Date of Termination.  As soon
        as practicable thereafter, the final determination of the amount due shall
        be
        made and any adjustment requiring a payment to or from the Executive shall
        be
        made as promptly as practicable.

       

      6.7  Disclosure
        of Termination.  Subject to the requirements of any Exchange on
        which securities of the Company may be listed or the securities laws, and
        except
        for terminations for Cause or the death or Disability of the Executive, any
        public disclosure of the termination of this Agreement by the Company shall
        be
        subject to prior review and approval by the Executive, which review and approval
        shall not be unreasonably withheld or delayed.

       

      7.  Key
        Man Life Insurance.  If requested by the Company, Executive will
        cooperate with the Company, at the Company’s expense, to obtain key man life
        insurance on the Executive’s life.

       

      8.  Non-exclusivity
        of Rights.  Except as provided in Section 5.3 hereof, nothing
        in this Agreement or any other provision of this Agreement shall prevent
        or
        limit the Executive’s continuing or future participation in any benefit, bonus
        incentive or other plan or program provided or maintained by the Company,
        the
        Subsidiaries or any other Affiliate and for which the Executive may qualify,
        nor
        shall anything herein limit or otherwise prejudice such rights as the Executive
        may have under any other existing or fixture agreements with the Company,
        the
        Subsidiaries or any Affiliate including, without limitation, any change of
        control agreements or any stock option or restricted stock
        agreements.  Except as otherwise expressly provided in this Agreement,
        amounts which are vested benefits or which the Executive is otherwise entitled
        to receive under any plans or programs of the Company, the Subsidiaries or
        any
        other Affiliate at or subsequent to the Date of Termination shall be payable
        in
        accordance with such plans or programs.

       

      9.  Full
        Performance.  The Company’s obligation to make the payments
        provided for in this Agreement and otherwise to perform its obligations
        hereunder shall not be affected by any circumstances, including, without
        limitation, any set-off, counterclaim, recoupment, defense or other right
        which
        the Company may have against the Executive or others.

       

      10.  Confidential
        Information.  The Executive shall not, during the Term of
        Employment and thereafter, without the prior express written consent of the
        Company, disclose any confidential information, knowledge or data relating
        to
        the Company, which (a) was obtained by the Executive in the course of the
        Executive’s employment with the Company, and (b) which is not information,
        knowledge or data otherwise in the public domain (other than by reason of
        a
        breach of this provision by the Executive), unless required to do so by a
        court
        of law or equity or by a governmental agency or other authority.  The
        Executive shall assign to the Company all inventions (whether or not patentable)
        and all other intellectual property developed by the Executive
        hereunder.  The Executive shall cooperate with the Company in
        obtaining patents or other intellectual property registrations as determined
        in
        good faith by the Company to be necessary or desirable.

       

      11.  Successors

       

      11.1  The
        Executive.  This Agreement is personal to the Executive and,
        without the prior express written consent of the Company, shall not be
        assignable by the Executive, except that the Executive’s rights to receive any
        compensation or benefits under this Agreement may be transferred or disposed
        of
        pursuant to testamentary disposition, intestate succession or a qualified
        domestic relations order or in connection with a Disability.  This
        Agreement shall inure to the benefit of and be enforceable by the Executive’s
        estate, heirs, beneficiaries and/or legal representatives.

       

      11.2  The
        Company.  This Agreement shall inure to the benefit of and be
        binding upon the Company and its successors and assigns.  The Company
        shall require any successor to all or substantially all of the business and/or
        assets of the Company or the Subsidiaries, whether direct or indirect, by
        purchase, merger, consolidation, acquisition of stock, or otherwise, by an
        agreement in form and substance satisfactory to the Executive, expressly
        to
        assume and agree to perform this Agreement in the same manner and to the
        same
        extent as the Company would be required to perform had no such succession
        taken
        place.

       

      12.  Indemnification

       

      12.1  General.  The
        Company agrees that if the Executive is made a party or is threatened to
        be made
        a party to any action, suit or proceeding, whether civil, criminal,
        administrative or investigative (a “Proceeding”),  by reason of the
        fact that Executive is or was a director or officer of the Company, the
        Subsidiaries and/or any other Affiliate or is or was serving at the request
        of
        the Company, the Subsidiaries and/or any other Affiliate as a director, officer,
        member, employee or agent of another corporation or of a partnership, joint
        venture, trust or other enterprise, including, without limitation, service
        with
        respect to employee benefit plans, whether or not the basis of such Proceeding
        is alleged action in an official capacity as a director, officer, member,
        employee or agent while serving as a director, officer, member, employee
        or
        agent, Executive shall be indemnified and held harmless by the Company to
        the
        fullest extent authorized by Nevada law, as the same exists or may hereafter
        be
        amended, against all Expenses (as hereinafter defined in Section 13.2) incurred
        or suffered by the Executive in connection therewith, and such indemnification
        shall continue as to the Executive even if the Executive has ceased to be
        an
        officer, director or agent, or is no longer employed by the company and shall
        inure to the benefit of Executive’s heirs, executors and
        administrators.

       

      12.2  Expenses.  As
        used in this Article, the term “Expenses” shall include, without limitation,
        damages, losses, judgments, liabilities, fines, penalties, excise taxes,
        settlements and costs, reasonable attorneys’ fees, reasonable accountants’ fees,
        and disbursements and costs of attachment or similar bonds, investigations,
        and
        any reasonable expenses of establishing a right to indemnification under
        this
        Agreement.

       

      12.3  Subrogation.  In
        the event of payment under this Article, the Company shall be subrogated
        to the
        extent of such payment to all the rights of recovery of the
        Executive.

       

      12.4  Partial
        Indemnification.  If the Executive is entitled under any provision
        of this Article to indemnification by the Company for some or a portion of
        any Expenses, but not, however, for the total amount thereof, the Company
        shall
        nevertheless indemnify the Executive for the portion of such Expenses to
        which
        the Executive is entitled.

       

      12.5  Advance
        of Expenses.  Expenses incurred by the Executive in connection
        with any Proceeding shall be paid by the Company in advance upon request
        of the
        Executive that the Company pay such Expenses, provided that prior to such
        advance the Executive shall provide the Company with a written undertaking
        to
        repay such advances to the Company if it shall ultimately be determined that
        he
        is not entitled to be indemnified as authorized under the Nevada Revised
        Statutes Corporation Law.

       

      12.6  Notice
        of Claim.  The Executive shall give to the Company notice of any
        claim made against the Executive for which indemnity will or could be sought
        under this Article.  In addition, the Executive shall give the Company
        such information and cooperation as it may reasonably require and as shall
        be
        within the Executive’s power and at such times and places as are convenient for
        the Executive.

       

      12.7  Defense
        of Claim.  With respect to any Proceeding as to which the
        Executive notifies the Company of the commencement thereof:

       

      12.7.1  The
        Company will be entitled to participate therein at its own expense;
        and

       

      12.7.2  Except
        as otherwise provided below, to the extent that it may wish, the Company
        jointly
        with any other indemnifying party similarly notified will be entitled to
        assume
        the defense of the Executive, with counsel satisfactory to the
        Executive.  The Executive also shall have the right to employ the
        Executive’s own counsel in such action, suit or Proceeding and the reasonable
        fees and expenses of such counsel shall be at the expense of the
        Company.  The Company shall not be entitled to assume the defense of
        any action, suit or Proceeding brought by or on behalf of the Company or
        the
        Subsidiaries or as to which the Executive shall have concluded that there
        may be
        a conflict of interest between the Company or the Subsidiaries and the Executive
        in the conduct of the defense of such action.

       

      12.7.3  The
        Company shall not be liable to indemnify the Executive under this Agreement
        for
        any amounts paid in settlement of any action or claim effected without its
        written consent.  The Company shall not settle any action or claim in
        any manner which would impose any penalty or limitation on the Executive
        without
        Executive’s written consent.  Neither the Company nor the Executive
        will unreasonably withhold or delay their consent to any proposed
        settlement.

       

      12.8  Non-exclusivity.  The
        right to indemnification and the payment of expenses incurred in defending
        a
        Proceeding in advance of its final disposition conferred in this Section 13
        shall not be exclusive of any other right which the Executive may have or
        hereafter may acquire under any statute, provision of the certificate of
        incorporation or by-laws of the Company or the Subsidiaries, agreement, vote
        of
        stockholders or disinterested directors or otherwise.

       

      12.9  Directors
        and Officers Liability Policy.  The Company agrees to use
        commercially reasonable efforts to obtain a directors and officers liability
        insurance policy covering the Executive in an amount and in accordance with
        terms no less favorable than that policy in effect upon the Commencement
        Date.  The Company shall use its commercially reasonable efforts to
        maintain during the Term of Employment (and for so long thereafter as is
        practicable in the circumstances taking account of prevailing conditions
        as to
        availability of such insurance) coverage to the Executive in an amount at
        least
        equal to that maintained immediately prior to the Commencement
        Date.

       

      13.  Arbitration.  Any
        controversy or claim arising out of or relating to this Agreement or any
        portion
        thereof, shall be resolved by binding arbitration.  The arbitration
        shall be conducted in New York, New York in accordance with the arbitration
        rules promulgated and adopted by the American Arbitration Association,
        JAMS/Endispute or other reputable recognized alternative dispute resolution
        organization (hereinafter collectively referred to as “ADR”) chosen by the party
        demanding arbitration.  Any party may commence arbitration by sending
        a written demand for arbitration to the other party and filing such claim
        with
        the ADR and paying the appropriate filing fees.  The demand will state
        the dispute with reasonable particularity.  Subject to the
        availability of the neutral arbitrator, the arbitration hearing shall be
        commenced within the sixty (60) days following the date of appointment of
        the
        neutral arbitrator.  Unless the parties mutually agree on one
        arbitrator, the arbitration shall be conducted by a panel of three (3) qualified
        arbitrators, one (1) chosen by the Company, one (1) by the Executive and
        one (1)
        chosen by the first two (2) arbitrators so appointed.  If either party
        fails to designate an arbitrator within ten (10) days of receipt of the demand
        for arbitration, then it shall be deemed that the parties have agreed to
        have a
        single arbitrator.  The neutral arbitrator shall be chosen within
        twenty (20) days of receipt of the demand for arbitration.  If the
        parties or their respective arbitrators fail to agree upon a neutral arbitrator,
        then either party may apply to the Supreme Court of New York County, for
        an
        order appointing the neutral arbitrator.  Each party shall retain the
        right to cross-examine the opposing party’s witnesses.  Discovery
        shall be limited to one (1) deposition per side and one (1) demand for
        production and inspection of documents.  The majority decision of the
        arbitration panel shall be final, binding and conclusive on all parties (without
        any right of appeal therefrom) and shall not be subject to judicial review,
        other than as provided by law.  The fees for the neutral arbitrator
        and administration of the arbitration shall be divided between the
        parties.  As part of its decision, the arbitration panel may allocate
        the cost of arbitration, including fees of attorneys and experts, as it deems
        fair and equitable in light of all relevant circumstances.  The
        parties waive the right to a trial by jury.  The award of the
        arbitrator shall be in writing and shall set forth the basis upon which all
        issues submitted by the parties for decision has been
        decided.  Judgment on the award rendered by the arbitration panel may
        be entered in any court of competent jurisdiction.

       

      14.  Miscellaneous

       

      14.1  Applicable
        Law.  Except as may be otherwise provided herein, this Agreement
        shall be governed by and construed in accordance with the laws of the State
        of
        New York, applied without reference to principles of conflict of
        laws.

       

      14.2  Amendments.  This
        Agreement may not be amended or modified otherwise than by a written agreement
        executed by the parties hereto or their respective successors and legal
        representatives.

       

      14.3  Notices.  All
        notices and other communications hereunder shall be in writing and shall
        be
        given by hand-delivery to the other party or by registered or certified mail,
        return receipt requested, postage prepaid, addressed as follows:

       

      If
        to the
        Executive:                                                      Krishna
        Menon

      [Home
        Address]

      


      
 

       

      If
        to the
        Company:                                                      EconoShare,
        Inc.

      187
        Ballardvale St, Suite
        A225

      Wilmington,
        Massachusetts
        01887

       

      or
        to such other address as either party shall have finished to the other in
        writing in accordance herewith.  Notices and communications shall be
        effective when actually received by the addressee.

       

      14.4  Withholding.  The
        Company may withhold from any amounts payable under this Agreement such federal,
        state and local income, unemployment, social security and similar employment
        related taxes and similar employment related withholdings as shall be required
        to be withheld pursuant to any applicable law or regulation.

       

      14.5  Severability.  The
        invalidity or unenforceability of any provision of this Agreement shall not
        affect the validity or enforceability of any other provision of this Agreement,
        and any such provision which is not valid or enforceable in whole shall be
        enforced to the maximum extent permitted by law.

       

      14.6  Captions.  The
        captions of this Agreement are not part of the provisions hereof and shall
        have
        no force or effect.

       

      14.7  Beneficiaries/References.  The
        Executive shall be entitled to select (and change) a beneficiary or
        beneficiaries to receive any compensation or benefit payable hereunder following
        the Executive’s death, and may change such election, in either case by giving
        the Company written notice thereof.   In the event of the
        Executive’s death or a judicial determination of the Executive’s incompetence,
        reference in this Agreement to the Executive shall be deemed, where appropriate,
        to refer to the Executive’s beneficiary(ies), estate or other legal
        representative(s).

       

      14.8  Entire
        Agreement.  This Agreement contains the entire agreement among the
        parties concerning the subject matter hereof and supersedes all prior
        agreements, understandings, discussions, negotiations and undertakings, whether
        written or oral, between the parties with respect thereto.

       

      14.9  Representation.  Each
        party to this Agreement represents and warrants that it is fully authorized
        and
        empowered to enter into this Agreement and that the performance of its
        obligations under this Agreement will not violate any agreement between it
        and
        any other person, firm or organization or any applicable laws or
        regulations.

       

      14.10  Survivorship.  The
        respective rights and obligations of the parties hereunder shall survive
        any
        termination of this Agreement or the Executive’s employment hereunder to the
        extent necessary to the intended preservation of such rights and
        obligations.

       

      14.11  Joint
        and Several Obligation.  Anything to the contrary notwithstanding
        in this Agreement, all of the monetary and non-monetary obligations of the
        Company in this Agreement shall be and are the joint and several obligations
        of
        the Company and the Subsidiaries.

       

      14.12  Joint
        Efforts/Counterparts.  Preparation of this Agreement shall be
        deemed to be joint effort of the parties hereto and shall not be construed
        more
        severely against any party.  This Agreement may be signed in two or
        more counterparts, each of which shall be deemed an original and all of which
        together shall constitute one and the same instrument.

       

      [Signatures
        on following page]

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

       

      “COMPANY”

      


      ECONOSHARE,
        INC.

      


      


      By: 
/s/
        George
        Evans

                                                                                   
        George W. Evans, CEO

       

       

      “EXECUTIVE”

                                      /s/
        Krishna Menon,
        Individually