Exhibit
10.14

     

    Amendment
No. 2 to Employment Agreement

     

    This
Amendment No. 2 dated as of March 12, 2009, by and between Applied Energetics,
Inc. (the “Company”) and Dana A. Marshall (the “Executive”) amends the
Employment Agreement entered into on August 18, 2006, as amended to date, by and
between the Company and the Executive (the “Agreement”).  Capitalized
items used herein and not defined herein shall have the same meanings as set
forth in the Agreement.

     

    
      
        	
              	
                (1) 

              	
                 Section
      2.6 is deleted in its entirety and replaced with the
      following:

              


      

    

     

    
      	
            	
              “2.6

            	
              Housing
      Allowance.  Prior to your relocation to the Tucson,
      Arizona area, for a period ending December 31, 2009, the Executive shall
      be entitled to receive a temporary housing allowance in an amount equal to
      the Executive’s actual rental expense up to $2,500 per month (plus an
      amount equal to any tax consequences to the Executive for such payment, if
      any), provided however, that such payments shall terminate earlier upon
      the Executive establishing a permanent residence in the Tucson, Arizona
      area.”

            


    

     

    
      
        	
              	
                (2) 

              	
                 Section
      2.7 shall be deleted in its entirety and replaced with the
      following:

              


      

    

     

    
      	
            	
              “2.7

            	
              Automobile
      Allowance.  The Executive shall, commencing on the date
      of this Amendment, be entitled to a reimbursement allowance to cover the
      expenses of operating, maintaining and using an automobile (plus an amount
      equal to any tax consequences to the Executive for his personal use of the
      automobile), upon the presentation of appropriate vouchers and/or receipts
      to the extent the Company does not pay the expenses
    directly.

            


    

     

    
      
        	
              	
                (3) 

              	
                 The
      following new Section 2.8 shall be added at the end of Section
      2.7.

              


      

    

     

    
      	
            	
              “2.8

            	
              Life Insurance
      Coverage.  Subject to Executive’s cooperation with any
      required physical examinations, the Company shall use its reasonable
      business efforts to obtain and maintain in full force and effect during
      the Term, life insurance issued by an insurance company(s) covering the
      life of the Executive for the benefit of the Executive’s designated
      beneficiary(s) in the amount of $3,000,000; and pay the annual premiums
      plus any medical costs relating to obtaining and maintaining such policy
      up to an aggregate of $14,000 per year (plus an amount equal to any tax
      consequences to the Executive for such payment).  The coverage
      shall be a term policy, which shall be owned by the
      Company.  Upon termination of the Executive’s employment, for
      any reason, the Company shall, at the written request of the Executive,
      transfer the policy to the Executive and, the Executive shall, thereafter,
      be responsible for any premiums, payments or fees to maintain coverage
      under the policy, and shall promptly reimburse the Company for any prepaid
      premiums.

            


    

     

    
      
        	
              	
                (4) 

              	
                 The
      following new Section 2.9 shall be added at the end of Section
      2.8.

              


      

    

     

    
      	
            	
              “2.9

            	
              Relocation
      Allowance.  If, with the approval of the Board of
      Directors, the Executive relocates his primary residence to the Tucson,
      Arizona area, the Company shall pay the reasonable out-of-pocket moving
      expenses of the Executive incurred by the Executive in connection with
      such relocation.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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

     

    
      
        	 	COMPANY	 
	 	 	 
	 	APPLIED
      ENERGETICS, INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Kenneth
      M. Wallace	 
	 	 	      
                Printed
      Name:  Kenneth M. Wallace

              	 
	 	 	Title:  Chief
      Financial Officer	 
	 	 	 	 


      

    

     

    
      
        
          	 	EXECUTIVE	 
	 	 	 	 
	
                   

                	
                   

                	/s/ Dana
      A. Marshall	 
	 	 	      
                        
                    Dana
      A. Marshall