exh_10-1.htm


    Exhibit
      10-1 

     

    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 GEORGE
      EVANS (the “Executive”).

     

    RECITALS

     

    WHEREAS,
      the Company desires to hire the Executive as, (1) Chairman of the Board of
      Directors of the Company, (2) Chief Executive Officer 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 Affilitate,
      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 Executive
      Officer and Chairman.

     

    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) Chairman of the Board of
      Directors of the Company, (2) Chief Executive Officer of 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 Chief
      Executive Officer 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  Equity
      Compensation.  On the Commencement Date and on each anniversary of
      the Commencement Date thereafter, Executive shall be issued options to purchase
      a number of shares of the Company’s Common Stock equal to one percent (1%) of
      the number of shares of Common Stock issued and outstanding (the “Options”). The
      Options issued on the Commencement Date shall be at a purchase price of $0.15
      per share. The Options issued upon each successive anniversary for the remainder
      of the Term shall be issued at a purchase price equal to the average closing
      bid
      price of the common stock on its primary exchange for the fifteen successive
      trading days immediately prior to such anniversary of the Commencement
      Date.

     

    5.3  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).

     

    5.4  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.

     

    5.5  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.

     

    5.6  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

     

    5.7  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:                                                      George
      Evans

    [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/Krishna
      Menon,
      President

    


    


    “EXECUTIVE”

    


    


    


    /s/
      GEORGE EVANS,
      individually