EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement (“Agreement”)
      is
      entered into as of August 3, 2006 (the “Effective
      Date”),
      by and
      between Dr. Ted Wong,
      an
      individual residing at _____________ (“Wong”
or
      “Employee”),
      and
      NanoSensors, Inc.,
      a
      Nevada
      corporation (the “Company”).

    


    WHEREAS,
      The
      Company wishes to employ Wong as Chairman, President and Chief Executive Officer
      of the Company, and Wong desires to accept such positions, on the terms and
      conditions set forth herein.

    


    NOW,
      THEREFORE, in
      consideration of the mutual covenants set forth in this Agreement and other
      good
      and valuable consideration, the receipt and sufficiency of which are
      acknowledged, the Company and Wong agree as follows:

    


    
      	1.	
              Employment
                of Wong:
                The Company agrees to employ Wong as the Company’s Chairman, President and
                Chief Executive Officer, based in the Company’s office in Santa Clara,
                California. Wong accepts such employment and agrees to act as an
                employee
                of the Company, all in accordance with the terms and conditions of
                this
                Agreement. Employee shall undertake regular travel to the Company’s and
                operational offices, if any, and such other occasional travel within
                or
                outside the United States as is or may be reasonably necessary in
                the
                interests of the Company. All such travel shall be at the sole cost
                and
                expense of the Company and all airplane travel shall be in accordance
                with
                the Company’s policy for executive
                officers.

            


    

    


    
      	2.	
              Term
                of Employment:

            


    

    


    2.1 Term:
      This
      Agreement shall be effective upon execution by both parties hereto and Wong’s
      employment under this Agreement shall commence on the Effective Date and
      continue thereafter for a period of thirty six (36) months (the “Employment
      Period”),
      unless sooner terminated as provided for herein. The last day of the Employment
      Period may be referred to herein as the “Expiration
      Date”.
      The
      Company shall notify Employee in writing of the Company’s intention to continue
      Employee’s employment after the Expiration Date no less than 90 days prior to
      the Expiration Date. 

    


    2.2 Termination:
      This
      Agreement shall be terminable by either Company or Wong in accordance with
      the
      following provisions. As used in this Agreement, the phrase “Termination
      Date”
shall
      mean (i) in the case of the Employee’s death, his date of death; (ii) in the
      case of the voluntary termination of employment by Employee, the date set forth
      in a written notice of termination furnished to the Company by Employee, which
      date must be at least 20 days from the date of such notice, (iii) in the case
      of
      termination of employment on or after the Expiration Date of this Agreement,
      the
      last day of employment; and (iv) in all other cases, the date specified in
      the
      notice of termination furnished to the Employee by the Company; provided,
      however, if the Employee’s employment is terminated by the Company for any
      reason except Cause, the date specified in the Notice of Termination shall
      be at
      least 20 days from the date the Notice of Termination is given to the Employee,
      and provided further that in the case of Disability, the Employee shall not
      have
      returned to the full-time performance of his duties during such period of at
      least 30 days.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (a) Employee
      may terminate this Agreement for any reason upon twenty (20) days’ prior written
      notice to the Company; 

    


    (b)
       The
      Company may terminate this Agreement without Cause upon twenty (20) days’ prior
      written notice to the Employee;

    


    (c) The
      Company may terminate this Agreement in the event Employee becomes Disabled
      (as
      defined below) during the Employment Period and the Company provides written
      notice of termination and Employee shall not have returned to the full-time
      performance of his duties hereunder during a period of at least 30 days;
      and

    


    (d) The
      Company may immediately terminate this Agreement for Cause and without notice
      (provided, however that the Company provide Employee with notice and an
      opportunity to cure as expressly set forth in the definition of the term Cause
      below). For the purposes of this Agreement, the term “Cause”
      shall
      mean the following: 

    


    
      	1)  	
              A
                violation by Wong of a material term of this Agreement; it being
                understood that a violation of any of the covenants contained in
                Section 6
                of this Agreement shall constitute a violation of a material term
                which
                shall justify termination of this Agreement if such violation continues
                for a period of more than ten (10) days after receipt by Wong of
                written
                notice from the Company setting forth in reasonable detail the nature
                of
                the violation; 

            


    

    


    
      	2)  	
              Wong’s
                commission of fraud, dishonesty and/or similar malfeasance in the
                rendering of services to the
                Company;

            


    

    


    
      	3)  	
              Wong’s
                repeated and intemperate use of alcohol or illegal drugs after written
                notice from the Company that such use, if continued, will result
                in
                termination of Wong’s employment; 

            


    

    


    
      	4)  	
              Acts
                or misconduct by Wong during his tenure with Company, which are of
                a
                criminal nature, including Wong’s conviction of a felony involving
                personal dishonesty, moral turpitude or willfully violent conduct;
                and

            


    

    


    
      	5)  	
              Substantial
                refusal to comply or default in complying with the reasonable and
                lawful
                directions of the Board of Directors of the Company and such refusal,
                default or failure continues for a period of more than ten (10) days
                after
                receipt by Wong of written notice from the Company setting forth
                in
                reasonable detail the nature of the
                problem.

            


    

    


    2.3 If
      the
      Employee’s employment with the Company shall be terminated, the Company shall
      pay and/or provide to the Employee the following compensation or
      benefits:

    


    (a) In
      the
      event that this Agreement is terminated by the Company without Cause pursuant
      to
      Section 2.2(b), Wong shall be paid (i) the Accrued Compensation (as defined
      below) and (ii) the Severance Payment (as defined below). As used herein, the
      “Severance
      Payment”
shall
      mean the amount equal to six (6) months’ Base Salary (as defined below) in
      effect on the Termination Date. Severance Payments shall be made in accordance
      with the Company’s regular payment cycle for executive employees.



    
      
        
        

      

      
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    (b) If
      Wong
      dies before the expiration of the Employment Period, the Company shall pay
      Wong
      the Accrued Compensation (as defined below) and all of the Company’s unvested
      obligations under this Agreement shall terminate and be of no further force
      or
      effect as of the actual date of death. 

     

    (c) If
      Wong
      becomes Disabled (as defined below) during the Employment Period to the extent
      he is unable to perform his duties to the Company, the Company shall pay Wong
      the Accrued Compensation and the Severance Payment. The term “Disability”
shall
      mean that Wong shall be unable for a period of more than four (4) consecutive
      months or for periods aggregating more than one hundred and twenty (120) days
      weeks in any fifty-two (52) consecutive weeks to perform the services to the
      Company specified herein as a result of illness, incapacity or a phyisical
      or
      other disability of any nature.

    


    (d) If
      Wong
      (i) voluntarily terminates this Agreement, or (ii) is discharged for Cause,
      the
      Company shall pay Wong the Accrued Compensation only and Wong shall not be
      entitled to any Severance Payments or other unvested compensation, and the
      Company shall be relieved of any further obligation to Wong.  

    


    (e) In
      the
      event the Company fails to notify the Employee of its intention to continue
      Employee’s employment within the period prescribed in Section 2.1 or notifies
      Employee that it has determined not to continue Employee’s employment,
      Employee’s employment shall terminate on the Expiration Date and Company shall
      pay the Employee the Accrued Compensation and the Severance Payment. If the
      Company notifies Employee that it wishes to continue Employee’s employment but
      fails to reach an agreement on a new employment agreement prior to the
      Expiration Date, this Agreement shall be deemed to be extended on the same
      terms
      and conditions except that such employment shall be an at-will basis, subject
      to
      the right of the Company and the Employee to terminate this Agreement in
      accordance with Sections 2.2 and 2.3.

    


    (f)
       The
      payment of the Severance Payments specified above is conditioned upon Employee’s
      signing and returning a general release of claims against the Company in a
      form
      satisfactory to the Company, and not withdrawing said release of claims within
      the period specified therein. In addition, such Severance Payments will be
      in
      lieu of any entitlement you may have to notice of termination, pay in lieu
      of
      notice of termination, or any other severance payment or benefit from any other
      source. 

    


    2.4 Accrued
      Compensation. “Accrued
      Compensation”
shall
      mean an amount which shall include all amounts earned or accrued through the
      Termination Date but not paid as of the Termination Date, including (i) Base
      Salary, (ii) unpaid bonuses and incentive compensation earned and awarded prior
      to the Termination Date, (iii) reimbursement for business expenses incurred
      by
      the Employee on behalf of the Company, pursuant to the Company's expense
      reimbursement policy in effect at such time, and (iv) vacation pay per Company
      policy. Accrued Compensation shall be paid on the first regular pay date after
      the termination date (or earlier, if required by applicable law).

    


    2.5 No
      Mitigation.
      The
      Employee shall not be required to mitigate the amount of any payment provided
      for in this Agreement by seeking other employment or otherwise and no such
      payment shall be offset or reduced by the amount of any compensation or benefits
      provided to the Employee in any subsequent employment.


    
      
        
        

      

      
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    2.6 Non-Disparagement.
      For a
      period of three years following the expiration or termination of this Agreement,
      Employee agrees that he will not make any negative or derogatory statements
      in
      verbal, written, electronic or any other form about the Company, including,
      but
      not limited to, a negative or derogatory statement made in, or in connection
      with, any article or book, on a website, in a chat room or via the internet
      except where such statement is required by law or regulation. During such three
      year period, none of the Company’s executive officers and directors shall make
      any negative or derogatory statements in verbal, written, electronic or any
      other form about the Employee, including, but not limited to, a negative or
      derogatory statement made in, or in connection with, any article or book, on
      a
      website, in a chat room or via the internet except where such statement is
      required by law or regulation

    


    
      	3.	
              Scope
                of Employment:

            


    

    


    3.1
      General
      Duties:
      During
      the Employment Period, Wong shall perform the duties of an executive nature,
      as
      well as such other duties as the Company’s Board of Directors (the “Board”)
      may
      prescribe from time to time. Wong shall report directly to the Board of
      Directors of the Company. During the Employment Period and subject to the
      direction of the Board, Employee shall perform such executive duties and
      functions and discharge such responsibilities as are reasonably associated
      with
      his executive position or as may be reasonably assigned or delegated to him
      from
      time to time by the Board, consistent with his position as President and Chief
      Executive Officer. In general, Employee shall have management authority with
      respect to, and responsibility for, the overall operations and day-to-day
      business and affairs of the Company and all major operating units and executives
      of the Company shall report, either directly or indirectly (through other
      executives of the Company or its subsidiaries who report directly to the
      Employee) to the Employee. The Company shall nominate, and use its best efforts
      to have elected, the Employee to the Board throughout the term of this
      Agreement. The Employee agrees to resign from the Board upon the termination
      of
      employment for any reason. The Company understands that Wong may serve on the
      board of directors and advisory boards of other companies provided (a) such
      other company is not engaged in a business which is competitive with the
      business now conducted by the Company or then conducted by the Company or (b)
      such activities do not materially interfere with his duties
      hereunder.

    


    3.2 Devotion
      to Company:
      Wong
      shall devote his full time and use his best efforts to the business of the
      Company during the Employment Period. 

    


    
      	4.	
              Change
                in Control.

            


    

     

    4.1 The
      Company’s Board of Directors has determined that it is appropriate to reinforce
      and encourage the continued attention and dedication of members of the Company's
      management, including the Employee, to their assigned duties without distraction
      in potentially disturbing circumstances arising from the possibility of a change
      in control of the Company.


    
      
        
        

      

      
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    4.2 In
      the
      event that within one hundred and eighty (180) days of a Change in Control
      (as
      defined below) (i) Employee is terminated, or (ii) (A) Employee’s status, title,
      position or responsibilities are materially reduced; (B) Employee’s compensation
      is materially diminished as compared to the compensation payable prior to the
      Change in Control; (C) Employee is required to undertake substantial new
      business-related travel due to the Change in Control; or (D) the Company
      relocates the location of its offices such that Employee would be reasonably
      expected to move his primary residence and (iii) Employee terminates his
      Employment, the Company shall pay and/or provide to the Employee, the following
      compensation and benefits: 

    


    (a) The
      Company shall pay the Employee, in lieu of any other payments due hereunder,
      (i)
      the Accrued Compensation and (ii) the Severance Payment; and

    


    (b)
      The
      conditions to the vesting of any outstanding stock options or other incentive
      awards (including restricted stock, stock options and granted performance shares
      or units (collectively, the “Awards”)
      granted to the Employee under any of the Company’s benefit plans, or under any
      other incentive plan or arrangement, shall be deemed void and all such Awards
      shall be immediately and fully vested and exercisable and such Awards shall
      be
      deemed amended to provide that the Awards shall remain exercisable for the
      duration of their original term.

     

    4.3
       “Change
      in Control”
shall
      mean any of the following events: 

     

    (a) (i)
      An
      acquisition (other than directly from the Company) of any voting securities
      of
      the Company (the “Voting
      Securities”)
      by any
“Person”
(as
      the
      term person is used for purposes of Section 13(d) or 14(d) of the Securities
      Exchange Act of 1934, as amended (the “1934
      Act”))
      immediately after which such Person has “Beneficial
      Ownership”
(within
      the meaning of Rule 13d-3 promulgated under the 1934 Act) of thirty five percent
      (35%) or more of the combined voting power of the Company’s then outstanding
      Voting Securities; provided, however, that in determining whether a Change
      in
      Control has occurred, Voting Securities which are acquired in a “Non-Control
      Acquisition” (as defined below) shall not constitute an acquisition which would
      cause a Change in Control. A “Non-Control
      Acquisition”
shall
      mean an acquisition by (1) an employee benefit plan (or a trust forming a part
      thereof) maintained by (x) the Company or (y) any corporation or other Person
      of
      which a majority of its voting power or its equity securities or equity interest
      is owned directly or indirectly by the Company (a “Subsidiary”),
      or
      (2) the Company or any Subsidiary.

     

    (ii)
      Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
      solely because a Person (the “Subject
      Person”)
      gained
      Beneficial Ownership of more than the permitted amount of the outstanding Voting
      Securities as a result of the acquisition of Voting Securities by the Company
      which, by reducing the number of Voting Securities outstanding, increases the
      proportional number of shares Beneficially Owned by the Subject Person, provided
      that if a Change in Control would occur (but for the operation of this sentence)
      as a result of the acquisition of Voting Securities by the Company, and after
      such share acquisition by the Company, the Subject Person becomes the Beneficial
      Owner of any additional Voting Securities which increases the percentage of
      the
      then outstanding Voting Securities Beneficially Owned by the Subject Person,
      then a Change in Control shall occur. 


    
      
        
        

      

      
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    (b) The
      individuals who, as of the date this Agreement are approved by the Board,
      are members of the Board (the “Incumbent
      Board”),
      cease
      for any reason to constitute at least two-thirds of the Board; provided,
      however, that if the election, or nomination for election by the Company’s
      shareholders, of any new director was approved by a vote of at least two-thirds
      of the Incumbent Board, such new director shall, for purposes of this Agreement,
      be considered and defined as a member of the Incumbent Board; and provided,
      further, that no individual shall be considered a member of the Incumbent Board
      if such individual initially assumed office as a result of either an actual
      “Election
      Contest”
(as
      described in Rule 14a-11 promulgated under the 1934 Act) or other solicitation
      of proxies or consents by or on behalf of a Person other than the Board (a
      “Proxy
      Contest”);
      or

    


    (c) Approval
      by stockholders of the Company of: (i) A merger, consolidation or reorganization
      involving the Company, unless: (1) the shareholders of the Company, immediately
      before such merger, consolidation or reorganization, own, directly or indirectly
      immediately following such merger, consolidation or reorganization, at least
      sixty percent (60%) of the combined voting power of the outstanding voting
      securities of the corporation resulting from such merger or consolidation or
      reorganization (the “Surviving
      Corporation”)
      in
      substantially the same proportion as their ownership of the Voting Securities
      immediately before such merger, consolidation or reorganization, (2) the
      individuals who were members of the Incumbent Board immediately prior to the
      execution of the agreement providing for such merger, consolidation or
      reorganization constitute at least two-thirds of the members of the board of
      directors of the Surviving Corporation, and (3) no Person (other than the
      Company, any Subsidiary, any employee benefit plan (or any trust forming a
      part
      thereof) maintained by the Company, the Surviving Corporation or any Subsidiary)
      becomes Beneficial Owner of twenty percent (20%) or more of the combined voting
      power of the Surviving Corporation’s then outstanding voting securities as a
      result of such merger, consolidation or reorganization, a transaction described
      in clauses (1) through (3) shall herein be referred to as a “Non-Control
      Transaction”;
      or


    


      (ii)
       An
      agreement for the sale or other disposition of all or substantially all of
      the
      assets of the Company, to any Person, other than a transfer to a Subsidiary,
      in
      one transaction or a series of related transactions; or

    


      (iii) The
      shareholders of the Company approve any plan or proposal for the liquidation
      or
      dissolution of the Company.

    


    (d) Notwithstanding
      anything contained in this Agreement to the contrary, if the Employee’s
      employment is terminated prior to a Change in Control and the Employee
      reasonably demonstrates that such termination (i) was at the request of a third
      party who has indicated an intention or taken steps reasonably calculated to
      effect a Change in Control (a “Third Party”) or (ii) otherwise occurred in
      connection with, or in anticipation of, a Change in Control, then for all
      purposes of this Agreement, the date of a Change in Control with respect to
      the
      Employee shall mean the date immediately prior to the date of such termination
      of the Employee’s employment. 


    
      
        
        

      

      
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      	5.	
              Compensation:

            


    

    


    5.1 Base
      Salary: As
      full
      compensation for all services provided for herein, the Company shall pay, or
      caused to be paid to Wong, and Wong shall accept, a base salary during the
      Employment Period of not less than ONE HUNDRED AND FORTY-FOUR THOUSAND DOLLARS
      AND 00/100 ($144,000) per year, as may be increased from time to time in the
      sole discretion of the Board (the “Base
      Salary”).
      The
      Base Salary shall be paid in regular installments in accordance with the
      Company’s usual pay dates for executives, but not less frequently than monthly.
      Employee may receive such other additional compensation as may be determined
      from time to time by the Board including bonuses and other long term
      compensation plans. Except as expressly set forth herein, nothing in this
      paragraph shall be deemed or construed to require the Board to award any bonus
      or additional compensation.

    


    5.2 Bonus
      Options, Signing Bonus and Milestones Bonuses:
      Subject
      to the approval of the Company’s shareholders of an appropriate equity-based
      incentive compensation plan (“Shareholder Approval”), upon the execution of this
      Agreement, the Company shall grant Wong an option to purchase up to Five Million
      (5,000,000) shares of the common stock of the Company (“Bonus
      Options”).
      Subject to the Shareholder Approval, the Bonus Options shall be fully
      exercisable and vested upon the six month anniversary of the Effective Date.
      The
      exercise price of the Bonus Options will be equal to the fair market value
      of
      the Company’s common stock as reported on the Over the Counter Bulletin Board on
      the date this Agreement is executed by both parties. In addition, Wong will
      receive a signing bonus of FOURTY THOUSAND DOLLARS AND 00/100 ($40,000) of
      which
      Wong acknowledges that $20,000 has been paid by the Company prior to the date
      hereof. Further, in the event that Employee achieves the milestones listed
      in
Exhibit
      A during
      the inital Employment Period, Wong
      will
      receive a performance bonus of TWELVE THOUSAND FIVE HUNDRED DOLLARS 00/100
      ($12,500) per event. Wong acknowledges that the Company’s payment of the
“signing bonus” is for his cancellation of all accrued compensation owed by the
      Company to Wong prior to the Effective Date of this Agreement.

    


    5.3 Benefits:
      During
      the Employment Period, Wong will be entitled to participate in the Company's
      fringe benefit programs presently offered for senior management, or which may
      hereafter, during the Employment Period, be offered to its senior management
      and/or non-executive employees on a company wide basis (including group life
      insurance, group disability insurance, group medical and hospitalization plans,
      pension and profit sharing plans), subject to any eligibility requirements.
      All
      such fringe benefit programs shall be determined, and periodically modified,
      at
      the sole discretion of the Board. 

    


    5.4 Withholding:
      All
      compensation payable to Wong under this Agreement is stated in gross amounts
      and
      will be subject to all applicable withholding taxes, other normal payroll
      deductions, and any other amounts required by law to be withheld.

    


    5.5 Vacation:
      Wong
      will be entitled to take 15 vacation days per annum in accordance with current
      Company vacation policy for senior management, as well as to take standard
      Company holidays.

    


    5.6 Expenses:
      The
      Company, in accordance with its policies, shall pay or reimburse Wong for all
      reasonable and customary expenses (including travel and entertainment expenses)
      incurred by Wong during the Employment Period in connection with the performance
      of Wong's duties under this Agreement; provided that Wong shall provide the
      Company with an itemized account of such expenditures together with such
      vouchers and other receipts as the Company may request, in accordance with
      Company policy and Internal Revenue Service regulations.


    
      
        
        

      

      
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    5.7 Retirement
      Plan:
      Wong
      will be eligbile to join the Company’s retirement plan, if any, as defined
      within the Company’s policies, subject to any eligibility
      requirements.

    


    5.8 Earned
      Options:
      Subject
      to the Shareholder Approval, the Company hereby grants to Wong options to
      purchase Thirteen Million (13,000,000) shares of the Company's common stock
      (“Earned
      Options”).
      Subject to the Shareholder Approval, commencing on the six month anniverary
      of
      the Effective Date, the Earned Options shall vest in installments of Four
      Hundred Thirty Three Thousand Three Hundred Thirty Three (433,333) shares and
      thereafter on the first day of each month of the balance of the Employment
      Period provided Employee continues to perform services to Company under this
      Agreement (each installment may be referred to as an “Option Installment”). The
      exercise price of the Earned Options will be equal to the fair market value
      of
      the Company’s common stock as reported on the Over the Counter Bulletin Board on
      the date that this Agreement is executed by both parties. The Earned Options
      shall be exercisable for a period of ten years from the date of grant.



     

    5.9
       Termination
      of Options. In
      the
      event of the termination of Employee’s employment by the Company without Cause
      prior to the Expiration Date, notwithstanding anything herein or in any stock
      option agreement to the contrary, (a) the Employee’s right to purchase shares of
      Common Stock of the Company pursuant to any stock option or stock option plan
      shall immediately fully vest and become exercisable, (b) the exercise period
      in
      which Employee may exercise his options to purchase Company common stock shall
      be extended to the duration of their original term, as if Employee remained
      an
      employee of the Company, and the terms of such options shall be deemed amended
      to take into account the foregoing provisions. For purposes of clarity, Employee
      and Company agree that the occurrence of a Change in Control shall not affect
      the provisions of this Section.  In
      the
      event of a termination of Employee’s employment with the Company for Cause,
      options granted and not exercised as of the Termination Date shall terminate
      immediately and be null and void. In the event of a termination of Employee’s
      employment with the Company due to the Employee’s death, or Disability, the
      Employee’s (or his estate’s or legal representative’s) right to purchase shares
      of Common Stock of the Company pursuant to any stock option or stock option
      plan
      to the extent vested as of the Termination Date shall remain exercisable for
      a
      period of twelve (12) months following the Termination Date, but in no event
      after the expiration of the exercise period. In the event of the voluntary
      termination of Employee’s employment with the Company by the Employee (other
      than in connection with a Change in Control) or the termination of the
      Employee’s employment on or after the Expiration Date, the Employee’s right to
      purchase shares of Common Stock of the Company pursuant to any stock option
      or
      stock option plan to the extent vested as of the Termination Date shall remain
      exercisable for a period of three months following the Termination Date, but
      in
      no event after the expiration of the exercise period. Notwithstanding the
      foregoing, in the event of a Change in Control (as defined above), and the
      Employee’s employment is terminated or Employee elects to terminate his
      employment (subject to Section 4 of this Agreement), the Options granted
      hereunder shall become immediately vested and exercisable in accordance with
      Section 4 of this Agreement and any provisions of the Company’s equity
      compensation plan pursuant to which the Options are granted.


    
      
        
        

      

      
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      	6.	
              Restrictive
                Covenants:
                Wong agrees that his work for the Company will bring him into close
                contact with customers of the Company and with many confidential
                affairs
                of the Company not readily available to the public, and which the
                Employee
                acknowledges that the Company considers to be trade secrets. Wong
                further
                agrees that the technology market is highly competitive and worldwide
                in
                scope. In order to protect the confidential or proprietary information
                and
                trade secrets of the Company, its customers, and third parties with
                which
                the Company has entered into confidential agreements, and in consideration
                of employment and continued employment, the right to receive income
                and
                benefits therefore as set forth in this Agreement, the Company’s granting
                Wong access to such confidential or proprietary information and trade
                secrets, as well as allowing Wong wide access to become familiar
                with the
                Company's business and operations and for other good and valuable
                consideration, Wong agrees as follows:


            


    

    


    6.1 Confidential
      and Proprietary Rights:
      Wong
      agrees that he will not at any time during his employment or after the
      termination of his employment with the Company directly or indirectly disclose
      to any person, firm, corporation, partnership, or other entity whatsoever
      (except the Company), or use, modify or adapt any trade secret or other
      confidential or proprietary information of the Company, including without
      limitation, information concerning the Company’s business, technology, finances,
      marketing, computerized payroll, accounting and information business, personnel
      and/or employee leasing business of the Company and its subsidiaries,
      information relating to any customer of the Company, or any other nonpublic
      business information of the Company and/or its subsidiaries learned as a
      consequence of Employee’s employment with the Company or to which he has access,
      (collectively referred to as the “Proprietary
      Information”)
      except
      for information available publicly or from other non-confidential sources or
      to
      the extent it is otherwise required to be disclosed by law or any legal process.
      Such Proprietary Information includes, without limitation (a) information not
      generally known to the public and proprietary to the Company, (b) information
      which Wong has a reasonable basis to believe is confidential or proprietary
      information or trade secrets of the Company, or (c) information which Wong
      has a
      reasonable basis to believe the Company treats as confidential or proprietary
      information or trade secrets. In addition, the prohibition on disclosing such
      confidential information shall not include that which Wong must disclose to
      the
      Company’s lawyers, accountants and other professionals that require disclosure
      of such information in order to perform the services for which they are engaged
      in the course of Wong’s role as President of the Company and which persons will
      hold such information in substantial compliance with this Section. The
      provisions of this Section 6 shall apply with equal force to any confidential
      information of any third party with respect to which the Company has signed
      a
      confidentiality agreement. The Employee acknowledges that Proprietary
      Information, as it may exist from time to time, is a valuable and unique asset
      of the Company, and that disclosure of any such information would cause
      substantial injury to the Company. If Employee is requested or required (by
      oral
      questions, interrogatories, requests for information or document subpoenas,
      civil investigative demands, or similar process) to disclose any Proprietary
      Information, Employee shall, unless prohibited by law, promptly notify the
      Company of such request(s) so that the Company may seek an appropriate
      protective order.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    6.2 Assignment
      of Inventions. Except
      as
      otherwise may be agreed by the Company in writing, in consideration of the
      employment of Employee by the Company, and free of any additional obligations
      of
      the Company to make additional payment to Employee, Employee agrees to
      irrevocably assign to the Company any and all inventions, software, manuscripts,
      documentation, improvements or other intellectual property whether or not
      protectable by any state or federal laws relating to the protection of
      intellectual property, relating to the present or future business of the Company
      that are developed by Employee during the term of his/her employment with the
      Company, either alone or jointly with others, and whether or not developed
      during normal business hours or arising within the scope of his/her duties
      of
      employment. Employee agrees that all such inventions, software, manuscripts,
      documentation, improvement or other intellectual property shall be and remain
      the sole and exclusive property of the Company and shall be deemed the product
      of work for hire. Employee hereby agrees to execute such assignments and other
      documents as the Company may consider appropriate to vest all right, title
      and
      interest therein to the Company and hereby appoints the Company as the
      Employee’s attorney-in-fact with full powers to execute such document itself in
      the event employee fails or is unable to provide the Company with such signed
      documents. Notwithstanding the foregoing, this provision does not apply to
      an
      invention for which no equipment, supplies, facility, or trade secret
      information of the Company was used and which was developed entirely on
      Employee’s own time, unless (a) the invention relates (i) to the business of the
      Company, or (ii) to the Company's actual or demonstrably anticipated research
      or
      development, or (b) the invention results from any work performed by Employee
      for the Company.  

    


    6.3 Non-Competition
      and Non-Solicitation:
      In the
      event of any termination of Employee’s employment with the Company at any time,
      Employee agrees that he will not, for a period of one (1) year following such
      termination, directly or indirectly, enter into or become associated with or
      engage in any other business (whether as a partner, officer, director,
      shareholder, employee, consultant, or otherwise), which
      business is primarily involved in the manufacture, development and/or
      distribution of sensors or is otherwise engaged in the same or similar business
      as the Company in direct competition with the Company, or which the Company
      was
      in the process of developing during the term of Employee’s employment with the
      Company and such development is based on actual or demonstrative anticipated
      research (collectively, a “Competitive
      Business”).
      Notwithstanding the foregoing, (x) the ownership by Employee of less than five
      percent of the shares of any publicly held corporation shall not violate the
      provisions of this paragraph, and (y) the Employee shall not be required to
      comply with any provision of this paragraph following termination of this
      Agreement if the amounts that are required to be paid to Employee after such
      termination are not timely paid. In furtherance of the foregoing, Employee
      shall
      not during the aforesaid period of non-competition, directly or indirectly,
      in
      connection with any Competitive Business, solicit any customer or employee
      of
      the Company who was a customer or employee of the Company within one year of
      the
      Termination Date.

    


    6.4 Return
      of Documents and Property: Upon
      termination of employment or sooner if requested by the Company, Wong shall
      forthwith either destroy or deliver to the Company all copies and original
      documents and any other material and property of the Company of any kind
      acquired or coming to the knowledge or possession of Wong in connection with
      or
      as a result of Wong’s employment and that relate in any way to the business of
      the Company, including without limitation, and in any medium, literature, data,
      plans, designs, specifications, price information, customer information,
      supplier information, marketing information, business plans, financial
      information, memorandums, correspondence, notes and records. 


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    
      	7.	
              Remedies:
                Wong
                agrees that a violation of the covenants set forth in Sections 6.1
                through
                6.4, or any provision thereof, could cause irreparable injury to
                the
                Company and that, in addition to other remedies available to the
                Company,
                the Company shall be entitled to injunctive or other equitable relief
                in
                case of any such violation or threatened violation. The remedies
                set forth
                in this Section 7 shall be in addition to, rather than in lieu of,
                any
                other rights and remedies the Company may have at law or in equity.
                 

            


    

     

    
      
        	
                8.

              	
                Indemnity.
                  The Company hereby agrees to indemnify, defend, and hold harmless
                  the
                  Employee for any and all claims arising from or related to his
                  employment
                  by the Company at any time asserted, at any place asserted, to
                  the fullest
                  extent permitted by law. The Company shall use commercially reasonable
                  efforts to maintain such insurance as is necessary and reasonable
                  (with
                  minimum coverage of not less than $2,000,000) to protect the Employee
                  from
                  any and all claims arising from or in connection with his employment
                  by
                  the Company during the term of Employee's employment with the Company
                  and
                  for a period of six (6) years after the date of termination of
                  employment
                  for any reason. The provisions of this Section are in addition
                  to and not
                  in lieu of any indemnification, defense or other benefit to which
                  Employee
                  may be entitled by statute, regulation, common law or otherwise.
                  Any other
                  provision herein to the contrary notwithstanding, the Company shall
                  not be
                  obligated pursuant to the terms of this Agreement:
                  

              


      
 

    (a) Claims
      Initiated by Employee.
      To
      indemnify or advance expenses to the Employee with respect to proceedings or
      claims initiated or brought voluntarily by the Employee and not by way of
      defense, except with respect to proceedings brought to establish or enforce
      a
      right to indemnification under this Agreement or any other statute or law or
      otherwise, but such indemnification or advancement of expenses may be provided
      by the Company in specific cases if the Board of Directors finds it to be
      appropriate; or 

    


              (b) Lack
      of Good Faith.
      To
      indemnify the Employee for any expenses incurred by the Employee with respect
      to
      any proceeding instituted by the Employee to enforce or interpret this
      Agreement, if a court of competent jurisdiction determines that each of the
      material assertions made by the Employee in such proceeding was not made in
      good
      faith or was frivolous; or 

    


              (c) Unauthorized
      Settlements.
      To
      indemnify the Employee under this Agreement for any amounts paid in settlement
      of a proceeding unless the Company consents to such settlement; or 

    


              (d) Claims
      by the Company for Willful Misconduct.
      To
      advance expenses to the Employee under this Agreement for any expenses incurred
      by the Employee with respect to any proceeding or claim brought by the Company
      against Employee for willful misconduct, unless a court of competent
      jurisdiction determines that each of such claims was not made in good faith
      or
      was frivolous; or 


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


              (e) 16(b)
      Actions.
      To
      indemnify the Employee on account of any suit in which judgment is rendered
      against Employee for an accounting of profits made from the purchase or sale
      by
      Employee of securities of the Company pursuant to the provisions of Section
      16(b) of the Securities and Exchange Act of l934 and amendments thereto or
      similar provisions of any federal state or local statutory law; or 

    


              (f) Willful
      Misconduct or Breach.
      To
      indemnify the Employee on account of Employee’s conduct which is finally
      adjudged to have been knowingly fraudulent, deliberately dishonest, or to
      constitute willful misconduct or as constituting a breach of Employee’s duty of
      loyalty to the Company or resulting in any personal profit or advantage to
      which
      Agent was not legally entitled; or 

    


              (g) Unlawful
      Indemnification.
      To
      indemnify the Employee if a final decision by a court having jurisdiction in
      the
      matter shall determine that such indemnification is not lawful (and, in this
      respect, both the Company and Employee have been advised that the Securities
      and
      Exchange Commission believes that indemnification for liabilities arising under
      the federal securities laws is against public policy and is, therefore,
      unenforceable and that claims for indemnification should be submitted to
      appropriate courts for adjudication).

    


    
      	
              9.
                

            	
              Survival:
                The
                provisions of Sections 6 and 7 shall survive the termination of this
                Agreement for any reason, for the duration specified
                therein.

            


    

    


    
      	10.	
              Revision:
                If
                any provisions of this Agreement as applied to any circumstances
                shall be
                adjudged by an arbitrator or a court of competent jurisdiction to
                be
                invalid or unenforceable, the same shall in no way affect any other
                provision in any other circumstances, or the validity or enforceability
                of
                this Agreement. The Company and Wong intend this Agreement and the
                provisions of Sections 6 and 7 to be enforced as written.
                

            


    

    


    
      	11.	
              Severability:
                However, if any provision, or any part thereof, is held to be
                unenforceable because of its scope or the duration of such provision
                or
                the area covered thereby, the Company and Wong agree that the court
                or
                arbitrator making such determination shall have the power to reduce
                the
                scope, duration and/or area of such provision, and/or to delete specific
                words or phrases and in its reduced form such provision shall then
                be
                enforceable and shall be enforced. 

            


    

    


    
      	12.	
              Entire
                Agreement:
                This Agreement embodies the entire understanding between the Company
                and
                Wong, and supersedes all prior understandings and discussions, whether
                oral or written. It may not be changed orally, but only by an amendment
                in
                writing signed by both parties.

            


    

    


    
      	13.	
              Waiver:
                The waiver by the Company of a breach of any provision of this Agreement
                by Wong shall not operate or be construed as a waiver of any subsequent
                breach by Wong. The waiver by Wong of a breach of any provision of
                this
                Agreement by the Company shall not operate or be construed as a waiver
                of
                any subsequent breach by the
                Company.

            


    

    


    
      	14.	
              Governing
                Law; Jurisdiction:
                This Agreement shall be construed under and governed by the laws
                of the
                State of California, United States of America, without regard to
                conflict
                of laws principles. Any or all actions or proceedings which may be
                brought
                by the Company or Employee under this Agreement shall be brought
                in courts
                having a situs within the State of California, and Employee and the
                Company each hereby consent to the jurisdiction of any local, state,
                or
                federal court located within the State of
                California.

            


    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    
      	15.	
              Binding
                Effect; Non-Assignment:
                This Agreement and the rights and obligations of the Company hereunder
                shall inure to the benefit of and shall be binding upon the Company
                and
                any companies or other entities controlling, controlled by, or under
                common control with the Company, and upon successors and assigns
                of any
                such company. Neither this Agreement nor any of Wong’s rights or
                obligations the Company or shall be transferable or assignable by
                Wong or
                any person claiming any such benefit through him, but they shall
                inure to
                the benefit of and shall be binding upon his executors, administrators,
                personal representatives, heirs, and
                legatees.

            


    

    


    
      	16.	
              Dispute
                Resolution: The
                parties hereby submit to the jurisdiction of, and waive any venue
                objections against, the United States District Court for the Northern
                District of California and the Superior and Municipal Courts of the
                State
                of California, Santa Clara County, in any litigation arising out
                of the
                Agreement. The Company may, however, institute a binding arbitration
                proceeding pursuant to the commercial arbitration rules of the American
                Arbitration Association then existing relating to any controversy
                or claim
                arising from or relating to this Agreement, or its making, performance,
                or
                interpretation and judgment on any such arbitration award shall be
                final,
                binding and conclusive on all parties and may be entered in any court
                having jurisdiction over the subject matter of the
                controversy.

            


    

    


    
      	17.	
              Notices.
                For
                the purposes of this Agreement, notices and all other communications
                provided for in the Agreement shall be in writing and shall be deemed
                to
                have been duly given when (a) personally delivered or (b) sent by
                (i) a
                nationally recognized overnight courier service or (ii) certified
                mail,
                return receipt requested, postage prepaid and in each case addressed
                to
                the respective addresses as set forth below or to any such other
                address
                as the party to receive the notice shall advise by due notice given
                in
                accordance with this paragraph. All notices and communications shall
                be
                deemed to have been received on (A) if delivered by personal service,
                the
                date of delivery thereof; (B) if delivered by a nationally recognized
                overnight courier service, on the first business day following deposit
                with such courier service; or (C) on the third business day after
                the
                mailing thereof via certified mail. Notwithstanding the foregoing,
                any
                notice of change of address shall be effective only upon receipt.
                The
                current addresses of the parties are as follows:
                

            


    

    


    
      	
              If
                to the Company:

            	
              NanoSensors,
                Inc. 

            
	 	
              1800
                Wyatt Dr., Suite # 2

            
	 	
              Santa
                Clara, CA 95054

            
	 	 
	
              If
                to Employee:

            	
              To
                the place set forth on page 1 of this Agreement.

            
	 	 


    

    
      	18.	
              Counterparts:
                This Agreement may be executed by facsimile transmission in one or
more
                counterparts, each of which shall be deemed an original and which
                together
                shall constitute one
                instrument.

            


    

    


    
      	19.	
              Material
                Actions:
                If
                the Company becomes a party to any material action or proceeding
                during
                the term of this Agreement, the Company agrees to notify Wong on
                a timely
                basis of any material action or
                proceeding.

            


    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    
      
        
          	20.	
                  Separate
                    Counsel:
                    Wong has been advised and encouraged by the Company to consult
                    with an
                    attorney of his
                    choosing.

                


        

      

    

    


    Remainder
      of page intentionally left blank. Signature page follows.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    Signature
      Page to Employment Agreement

    between
      NanoSensors, Inc. And Ted Wong

    


    IN
      WITNESS WHEREOF,
      the
      Company has caused this Agreement to be executed by its duly authorized officer
      and Wong has hereunto set his hand, all as of the day and year first above
      written.

     

    
      	NanoSensors,
              Inc.    	 	Ted Wong 
	 	 	 	 
	 	 	 	 
	By:	/s/
              Robert
              Baron	 	/s/ Ted
              Wong
	
            	
              
Robert
              Baron,  	 	
              
Ted
              Wong
	 	On
              behalf of the
              Company 	 	
            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


     Exhibit
      A

    


    Four
      Major Milestones for Ted Wong 

    


    
      	·  	
              Obtain
                technology license agreement from Michigan State University for the
                commercialization of the intellectual property created to test for
                E. coli
                and salmonella using a nanoporous silicon-based electrochemical DNA
                biosensor.

            


    

    


    
      	·  	
              Completion
                of a working prototypes for the Company’s first product and produce 5
                pre-production (the version of the product prior to the final
                manufacturing design) prototypes that can be field tested by the
                Company’s
                customer(s).

            


    

    


    
      	·  	
              Release
                of all funds held in escrow in connection with Company’s private placement
                of units which closed June 27,
                2006.

            


    

    


    
      	·  	
              Receipt
                of $100,000 in cumulative orders for the Company’s product.
                

            


    


    
      
        
        

      

      
        16