JEC CONSULTING ASSOCIATES, LLC

THIS ENGAGEMENT AGREEMENT ("Agreement") is made and entered into this 9 day of February 2015, between JEC Consulting Associates, LLC, with its principal offices located at 6 Forest Ridge Road, Nyack, NY  10960 (together with their subsidiaries, parents, affiliates, successors and assigns, collectively known as “ Consultant ”), and BioCube, Inc. (together with their subsidiaries, parents, affiliates, successors and assigns, collectively known as “ Client ”).

 

In consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Consultant and Client hereby agree as follows:

1.

Engagement.  The Client hereby retains Consultant on a non-exclusive basis to provide certain requested business, advisory, strategic and administrative services for the Client.  These services shall be undertaken to build value for Client’s business (further detailed in Section 3 below).

2.

Term.  The term of this Agreement shall commence on the date hereof and end on the date which is One (1) year following the date hereof, (the “Term”) however, the parties may renew this Agreement in successive annual terms, if agreed to in writing.  The Client retains the right to terminate this Agreement upon one (1) month written notice to the Consultant.

3.

Scope of Responsibilities.  

3.1

Consultant shall not take any action hereunder which he knows or believes will likely have an adverse or detrimental effect on the Client’s interest in any material respect and shall act in good faith and with loyalty to the Client with respect to the subject matter hereof, including full disclosure, confidentiality and honesty with respect to any services provided by the Consultant, to the same extent as would be required by an agent of the Client.  During the Term hereof, neither party shall adversely interfere with the business of the other party, take any action that is reasonably likely to diminish the goodwill existing in relationships between the other party and any third party, or knowingly disparage the other party, its officers, employees, agents or representatives.  

3.2

Subject to the following obligations of Client, Consultant will be responsible to perform the services listed on Exhibit A, attached hereto, on an as needed basis or through the close of the contemplated transaction between the parties.

4.

Compensation Structure.

4.1

  Compensation.  Client shall pay Consultant a monthly retainer of $10,500.00 for Consulting Services ($126,000.00) annually.  During the first six (6) months of the Agreement the Client may make payment in the form of a non-interest bearing notes convertible at $0.0162 cents per share into the common stock of Client.   In addition, the Company will grant the Consultant 750,000 shares upon the execution of this agreement.

4.2

  Not Used

4.3

Expenses.  In addition to any fees payable to Consultant hereunder, the Client agrees to reimburse Consultant for any due diligence, marketing costs and such other actual out-of-pocket expenses reasonably incurred by Consultant in connection with performing the services hereunder, provided that the Client shall approve such expenses.  Notwithstanding the foregoing, Consultant shall be entitled to reimbursement for all costs and expenses, including without limitation reasonable legal fees, incurred in connection with the collection of the compensation owed to Consultant hereunder or other enforcement of this Agreement by Consultant, plus interest on all amounts past due hereunder at the lower of Ten Percent (10%) per annum or the maximum rate permitted by law.

5.

Third Party Consultants .

Consultant may engage other sources that will share in duties, obligations and compensation.  It is specifically understood and agreed that Consultant may, in Consultant’s discretion, enter into such understandings or agreements with such other persons or entities.  However, the parties hereto are independent contractors and they shall not be deemed by virtue of this Agreement to be partners or joint ventures or in any legal relationship with each other, other than as independent contractors sharing a Success Fee for producing a Transaction defined under this agreement.

6.

Non-Circumvention.  The Client shall not in any way circumvent, or attempt to circumvent, Consultant for the purpose of transacting or consummating any loan, financing arrangement, stock offering, or any other business (including employment opportunities), transaction or arrangement with any person or entity directly introduced to the Client by Consultant, or take any other action (i) which might reasonably be expected to jeopardize or interfere with the relationship between such persons or entities and Consultant, or (ii) attempts to avoid or avoidance of the Client’s obligations set forth above.  The Client shall keep Consultant sufficiently informed on the status of any and all contacts, negotiations, agreements and payments between the Client and any relationships of the Consultant including without limitation copying Consultant on all significant correspondence, drafts and agreements. The Client agrees that in the event the Client violates this paragraph Consultant shall be entitled to, in addition to any other available remedies, injunctive relief to prevent such agreement, transaction or arrangement and, in the case of an actual consummation of any such agreement, transaction or arrangement, Consultant shall be entitled to, in additional to any other available remedies, compensation equal to that outlined in Section 4.

7.

Indemnification.  The Client agrees to indemnify and hold Consultant and its members, managers, shareholders, officers, directors, employees, agents and affiliates harmless from and against any and all direct losses, claims, damages, liabilities and expenses (including without limitation legal and other fees and expenses incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), arising out of or based upon (i) any material breach of this Agreement by the Client, (ii) any untrue or alleged untrue statement of a material fact, or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, contained in any offering documents, filings, subscription documents or other documents or information provided in connection with any offer, sale or issuance of securities, (iii) any untrue statement of a material fact or omission to state a material fact by the Client to any of Consultant’s associates, (iv) any breach by the Client of its obligations under any agreement with an associate of the Consultant, (v) the performance by Client of its services in connection with this Agreement, provided that any such loss, claim, damage, liability or expense is not as a result of Consultant’s willful misconduct or gross negligence.

8.

Information; Confidentiality.  The Client recognizes and confirms that Consultant, in acting pursuant to this engagement, will be using information in reports and other information provided by others, including, without limitation, information provided by or on behalf of the Client, and that Consultant does not assume responsibility for and may rely, without independent verification, on the accuracy and completeness of any such reports and information. The Client hereby warrants that any information relating to the Client that is furnished to Consultant by or on behalf of the Client will be fair, accurate and complete in all material respects and will not contain any material omissions or misstatements of fact.  The Client agrees to fully cooperate with Consultant in all reasonable requests for information and in Consultant’s efforts to perform services for the Client.  All information that the Client provides to Consultant which is not publicly available is deemed confidential (“ Confidential Information ”).  Consultant will not disclose any Confidential Information to any person without the prior written consent of the Client, provided that Consultant may disclose such Confidential Information (i) to its advisors, representatives and employees assisting Consultant in providing the services hereunder so long as they are obligated to maintain the confidentiality of such Confidential Information in accordance with the terms hereof, (ii) to any third party that has signed a confidentiality agreement approved by the Client, (iii) pursuant to a valid court order by a court or other governmental agency, or as otherwise required by law, or as necessary to establish the rights of either party under this Agreement, provided that Consultant shall to the extent permitted by such court or regulatory agency, promptly notify the Client of receipt of any such order and provide the Client a reasonable period of time in which to oppose such order before responding, (iv) if such Confidential Information is or becomes in the public domain not through any breach hereof by Consultant, or (v) if Consultant receives such information from a third party not under any duty of confidentiality.

9.

Independent Contractor; Acknowledgements.  Except for those specifically set forth herein, there are no legally binding obligations among the Client and Consultant relating to specific transaction(s) and/or specific results relating to the Engagement/Advisory Services. The parties acknowledge that Consultant is not an employee or agent of the Client for any purpose whatsoever, but rather is an independent contractor/consultant.     Additional obligation(s) will arise only upon the negotiation, execution and delivery of final definitive agreements, in form and substance satisfactory to the parties and their respective counsel. Neither the discussions nor negotiations between the parties hereto nor this Agreement is intended to, and they do not, create any fiduciary or other special duties or obligations between the parties hereto other than those specifically set forth herein. The parties shall proceed in accordance with an implicit understanding that any and all activities shall be executed under good faith in a course of fair dealing.

10.

Consultant Is Not A Broker/Dealer.   Consultant is not currently registered as or broker-dealer with the SEC or FINRA with any firm and is not registered as an investment advisor under the Investment Advisors Act of 1940.  Therefore, Consultant will not affect transactions in nor offer or sell, or attempt to offer or sell or induce the purchase or sale of, any securities of the Client, and Consultant will not advise the Client or any other person with respect to the purchase or sale of any security.  (Nothing contained in this Section shall affect Consultant’s right to receive the Consultant’s Fee hereunder.)

11.

Legal Advice .  The Client herein acknowledges that the Consultant is not a law firm and has not provided any legal advice to the Client.

12.

Further Assurances.  Each of the parties hereto agrees to perform any and all lawful additional acts, including execution of additional agreements, as are reasonably necessary to carry out this Agreement.

13.

Due Execution.  The parties hereto acknowledge, represent and warrant that they entered into this Agreement only after due consideration and consultation with their respective counsel, that they were not fraudulently induced, coerced or intimidated to enter into it, and that in entering into it they have not relied upon any oral or written statements or acts made by any other party other than as expressly set forth herein.  Each of the parties hereto represents and warrants to the other party that the execution of this Agreement has been duly authorized, executed and delivered by it and that all required corporate resolutions and authorizations have been approved or obtained.  This Agreement may be executed in counterparts and each counterpart shall be and constitute a part of this Agreement, and all counterparts taken together shall constitute the Agreement and be binding and effective upon all parties hereto.  This Agreement may be executed by facsimile or e-mail delivery of a digital image format file (such as a “.pdf” or “.tif” file).

14.

Choice of Law; Dispute Resolution.  This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to its choice of law provisions or references to any other state laws.  If there is any dispute as to whether an introduction is to be subject to this Agreement, the parties will promptly meet to resolve such dispute in good faith.  If such dispute (or any other dispute hereunder) is not resolved within 20 days, the parties shall promptly submit such dispute to expedited binding arbitration in Indian River County, Florida in accordance with the rules of the American Arbitration Association.  In the event action becomes necessary to enforce the terms of this Agreement, then the prevailing party shall be entitled to an award of its reasonable attorney’s fees and costs through all stages of arbitration and/or litigation, including trial and appellate court.  Any controversy over the construction of this Agreement shall be decided neutrally, in light of its conciliatory purposes, and without regard to the events of authorship or negotiations.

15.

Miscellaneous.  

16.1

Client .

 Client shall be defined and construed as BioCube, Inc. and/or any and all affiliated or subsidiary entities of the Client or any entity existing as a result of a sale, consolidation, or merger of the Client with or into any other corporation or corporations.

16.2

Breach .

The parties acknowledge that their obligations under this Agreement are necessary and reasonable in order to protect Consultant. Accordingly, the parties agree and acknowledge that any such violation or threatened violation of this Agreement will cause irreparable injury to Consultant. In the event the terms and conditions of this Agreement are not met by the Client, Consultant shall be entitled to, a legal monetary penalty equal to the maximum it should realize from (i) a Transaction and/or the Success Fees (ii) Engagement/Advisory Services plus any and all expenses, including but not limited to, all legal costs and expenses incurred to recover the lost revenue. Additionally, Consultant shall be entitled to an injunctive remedy, awarded without bond, preventing the Parties from consummating a Transaction with sources introduced to the parties and preventing communication, in or by any form with parties introduced to Client without the explicit, actual, written consent of Consultant.

16.3

Binding Effect .

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.  

16.4

Assignment .

Neither party may assign this Agreement with the prior written consent of the other party hereto, except that Consultant may assign this Agreement to any entity controlled by it or its principals.  

16.5

Entire Agreement .

This Agreement constitutes the entire and integrated agreement between the parties hereto and sets forth all promises, covenants, agreements, conditions and understandings between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, understandings, inducements, conditions and agreements, expressed or implied, with respect to the subject matter hereof.  This Agreement may not be modified, amended, altered or supplemented, except by written instrument signed by the parties hereto.

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6 Forest Ridge Road

Nyack, NY  10960

JEC CONSULTING ASSOCIATES, LLC

IN WITNESS WHEREOF the parties have executed this Agreement on the date specified in the preamble of this Agreement.

JEC CONSULTING ASSOCIATES, LLC

BIOCUBE, INC.

_ _/s/_Jan Chason ________________________

/s/ Paul Lisak ______________________________      

By:        Jan E. Chason

By:

Paul Lisak

 Title:     Managing Member

Title:

Chairman and CEO

Page 2 of 7

6 Forest Ridge Road

Nyack, NY  10960

JEC CONSULTING ASSOCIATES, LLC

EXHIBIT A

SCOPE OF SERVICES

1.

General strategic and board level advisory services

2.

Financial advisory and modeling services

3.

Business development services

4.

Assistance with contemplated mergers and acquisitions

5.        Assistance with such other matters as may arise and which are undertaken to build value for Client’s shareholders.

Page 3 of 7

6 Forest Ridge Road

Nyack, NY  10960

 EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) , dated as of the 9th day of February 2015 , is entered by and between BioCube, Inc., having an address at                                                                                                                                                                                                     and Paul Lisak (the “Executive”) having an address at PO Box 853, Duarte, CA 91010.  The Company and Executive may hereinafter be referred to individually as a “Party” or collectively as the “Parties”.

W I T N E S S E T H :

WHEREAS, the Executive possesses substantial knowledge and experience in leading public companies ; and

WHEREAS , the Company desires to procure the services of the Executive as its Chairman and Chief Executive Officer (CEO) and a member of the Board of Directors and the Executive desires to provide such services to the Company, all upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual premises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Executive agree as follows:

1.

  Employment .  The Company agrees to employ the Executive as the Chairman and Chief Executive Officer of the Company and a member of the Board of Directors, and the Executive accepts the employment, on the terms and conditions hereinafter set forth. During the Employment Term and any Renewal Terms, as those terms are hereinafter defined, the Executive shall devote his best efforts, knowledge and skill. The Executive will have the rights, duties and obligations customarily associated with the position of Chairman and Chief Executive Officer of a comparably sized public company and will report directly to the Board of the Company.

2.

Term of Employment; Renewals; Termination .

2.1

Term.

The employment hereunder shall commence on the date hereof (the “Commencement Date”), and shall continue until the end of the Employment Term, unless sooner terminated pursuant to the terms of this Agreement.  The “Employment Term” shall mean the period commencing on the Commencement Date and continuing until the 1 year anniversary of the Commencement Date.

2.2    Automatic Renewals upon Expiration of Employment Term .  Following the expiration of the Employment Term, this Agreement shall automatically renew for terms of one (1) year (each, a “Renewal Term”) unless either the Company or the Executive provides to the other not less than thirty (30) days’ notice of non-renewal prior to the expiration of the Employment Term or any Renewal Term.   In the event of such an automatic renewal, the terms and conditions of this Agreement shall continue to apply to each such Renewal Term.

2.3

Termination For Cause .  The employment of the Executive may be terminated by the Company at any time for Cause.  For purposes of this Agreement, “Cause” is defined as (i) the occurrence of a breach of any material covenant contained in this Agreement by the Executive and the failure to cure such breach within thirty (30) days following Executive’s receipt of written notice with respect thereof; or (ii) Executive’s willful malfeasance, gross negligence or gross or willful misconduct in the performance of his duties hereunder after thirty (30) days prior written notice to the Executive specifying the basis of such neglect and the failure of the Executive to correct such neglect; or (iii) the Executive’s theft or embezzlement from the Company; or (iv) the Executive’s conviction of a felony under the laws of the United States or any state of the United States; or (v) a final order by the Securities and Exchange Commission pertaining to the Executive that could reasonably be expected to impair or impede the Executive from performing the functions and duties contemplated by this agreement.  

2.4

Termination upon Death or Disability . This Agreement shall automatically terminate in the event of the Executive’s death or Permanent Disability.  “Permanent Disability” is defined as physical or mental incapacity resulting in the absence from or inability to properly perform his duties hereunder (as determined by the Company) on a full time basis of the Executive for ninety (90) consecutive days, provided the Executive has met the requirements to receive benefits under any long term disability policy then maintained by the Company and applicable to the Executive.  Returns to work for periods of less than one (1) week shall not toll the passing of the time required to establish Permanent Disability hereunder.  In the event of termination due to death or Permanent Disability, the Company shall continue to pay the Executive’s Base Salary (defined below) for twelve (12) months following such termination, but the Executive shall be entitled to no other compensation or benefits.

2.5

Termination By Executive For Good Reason . The Executive may terminate this Agreement for either (A) a failure on the part of the Company to make timely payment of Executive’s Base Salary during the term of this Agreement; or (B) failure or refusal of a successor or assignee of the Company to assume and perform this Agreement; or (C) any breach by the Company of any of its undertakings in this Agreement; or (D) a material diminution by the Company during the term of this Agreement of Executive’s duties or responsibilities. Any of the foregoing causes are referred to in this Agreement as “Good Reason”.

2.6

Compensation upon Termination For Cause . In the event that the Executive’s employment is terminated for Cause pursuant to the terms of Section 2.3, the Company shall only be obligated to pay the Executive, or his legal representatives, as the case may be, any unpaid portion of his Base Salary at the rate herein provided, which would have been earned had the Executive remained in the employment of the Company until the effective date of such termination. If the Executive terminates his employment with the Company other than for Good Reason, the Executive will thereby forfeit all compensation, benefits and financial obligations owed by the Company under this Agreement, except that Base Salary will be paid through the date of termination of employment by the Executive without Good Reason.

2.7.

Compensation upon Termination Without Cause or For Good Reason .  In the event the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, then the Company shall continue to pay his Base Salary

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(defined below) and health insurance (provided he makes an appropriate COBRA election) for the remainder of the Employment Term or Renewal Term, as the case may be, in accordance with the Company’s then-current payroll practices, and a pro-rated portion of any discretionary bonus awarded to the Executive for the year in which Termination occurs, but the Executive shall be entitled to no other compensation or benefits. The Executive shall be entitled to a minimum of twelve (12) months Base Salary under the foregoing sentence.

3.

Compensation .

3.1

Base Salary .  As compensation for the services to be rendered by the Executive hereunder, the Company shall pay the Executive an annual base salary (the “Base Salary”) of One hundred fifty thousand dollars ($150,000) during the first year of the Employment Term. Beginning on the first anniversary of the Commencement Date and continuing on each anniversary of the Commencement Date during the Employment Term and any Renewal Terms, Base Salary shall be increased by an amount equal to not less than ten percent (10%) times the Base Salary then in effect, plus any additional amount determined by the Compensation Committee of the Company’s Board of Directors. Within 60 days of the signing of this agreement, the Board will create a schedule of incentive opportunities.  

3.2

Bonus . The Executive shall be eligible for an annual bonus in the discretion of the Company’s Board of Directors.  Any such bonus shall be payable in accordance with the Company’s standard policies and procedures.  The Executive will be entitled to a bonus in any year in which the Company’s President and/or any other Executive officers are paid a bonus, pro rata to their respective base salaries .

3.3      Vacation . The Executive shall be entitled to two (2) weeks paid vacation time per year, which shall increase at the rate of one (1) per year annually, up to a maximum of six (6) weeks per year.  Accumulated but unused vacation time may be carried over from year to year.   

   3.4

Expenses .   The Company shall reimburse the Executive for all reasonable expenses actually incurred or paid by the Executive during the Employment Term in the performance of his services.  The Company shall pay such reimbursement within a reasonable time following the Executive’s submission of appropriate expense statements.  

   3.5

Stock Grant.  The Company will grant to the Executive 2,000,000 shares of the Company’s common stock concurrently with the signing of this Agreement.

   3.6        Stock Option Grant.  The Company will grant to the Executive an option to purchase 300,000 shares of the Company’s common stock at $.0162 per share concurrently with the signing of this Agreement. Such options will be fully vested on the Commencement Date with a term of five (5) years from such date and will provide for cashless exercise.

3.7

Equity Based Compensation .  Without limiting the provisions of Section 3.5, the Executive shall be entitled to participate in any equity based compensation plan, such as stock bonus or stock appreciation rights plans, as well as stock option plans, in which the

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Company’s executives participate, pro rata to their respective base compensation, in the event that the Company adopts any such plan.

4.0

Change in Control.

4.1

Definition .   As used herein, the term “Change in Control” shall mean (i) the change in the Executive’s direct reporting obligation to anyone other than the Company’s Board of Directors; (ii) (A) the sale by the Company of all or substantially all of its assets to any individual, partnership, corporation, firm, trust, corporation or other entity (“Person”), (B) the consolidation of the Company with any Person, (C) the merger of the Company with any Person as a result of which merger the Company is not the surviving entity, or (D) the sale or transfer of shares of the Company by the Company and/or any one or more of its shareholders, in one or more related transactions, to one or more persons under circumstances whereby any Person shall own, after such sales and transfers, at least one-half of the shares of the Company having voting power for the election of directors.

4.2

Payment upon Change in Control .   In the event that the Company undergoes a Change of Control during the Employment Term or any Renewal Term, the Company will pay the Executive an amount that , after subtracting therefrom the federal and state income and payroll withholding taxes that would be assessed thereon, would be equal to three (3) times his then current Base Salary, regardless of whether the Executive remains employed by the Company.

5.

Confidentiality; No Conflict; No Competition .

                        

                    5.1 . Confidential Information .  

5.1.1.

“Confidential Information”, as defined below, includes not only information disclosed by the Company to the Executive, but also information developed or learned by the Executive during the course of or as a result of employment by the Company which information shall be the property of the Company.  Confidential Information includes all information that has or could have commercial value or other utility in the business in which the Company is engaged or contemplates engaging, and all information of which the unauthorized disclosure could be detrimental to the interests of the Company, whether or not such information is specifically labeled as Confidential Information by the Company. By way of example and without limitation, the Confidential Information of the Company includes confidential methods of operation and organization and prospective business relationships with boxers, entertainers and business partners, except to the extent any such information is obtainable from sources outside of the Company without breaching any contractual or other obligations.

5.1.2.

The Executive shall not, either during his employment by the Company or at any time after termination of such employment, for whatever reason, impart or disclose any of such Confidential Information to any person, firm or entity other than the Company, or use any of such Confidential Information, directly or indirectly, for his own benefit or for the benefit of any person, firm or entity other than the Company. The Executive hereby acknowledges that the items included within the definition of Confidential Information in the

4

Confidentiality Agreement are valuable assets of the Company and that the Company has a legitimate business interest in protecting the Confidential Information.  

5.2

Not Used.

5.3

No Solicitations . Following the termination of the Executive’s employment for any reason but solely during the Employment Term and for a period of twelve (12) months following the cessation of the Executive’s employment with the Company for any reason, the Executive shall not solicit, directly or indirectly, for hiring or hire or in any other manner solicit or retain the services of, for Executive’s account or the account of any of Executive’s employers, any person who is at such time, or has been within one (1) year of such time, an executive of the Company and its affiliates unless that person was under contract with the Executive’s new employer prior to such employer retaining or hiring the Executive.

5.4

Corporate Opportunities . The Executive agrees that during his employment hereunder he will not knowingly take any action which might divert from the Company or any subsidiary or affiliate of the Company any opportunity which would be within the scope of any of the present business thereof.

5.5

Protection of Reputation .  During the term of this Agreement and  thereafter, the Executive and the Company each agree that neither will take any action which is intended, or would reasonably be expected, to harm the other’s reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity .

5.6

Company Property .  The Executive agrees that all copies, whether on paper or a computer storage device, of all memoranda, notes, records, charts, formulae, specifications, lists and other documents made, compiled or received, held, or used, by the Executive while employed by the Company concerning any phase of the Company’s business, trade secrets or Confidential Information shall be the Company’s property and shall be delivered by the Executive to the Company on the termination of the Executive’s employment or at an earlier time on the request of the Company. The Company acknowledges and agrees that there may be memoranda, notes, records, charts, formulae, specifications, lists and other documents made, compiled or received, held, or used by the Executive prior to employment by the Company and that, at Executive’s request, copies of same shall be delivered by the Company to the Executive on termination of the Executive’s employment or at an earlier time on the request of the Executive. The Executive further covenants and agrees that he shall promptly disclose to the Company, and take all steps necessary to transfer to the Company all right, title and interest in, all products developed or other inventions, computer software and other intellectual property (the “Intellectual Property”) which he conceives or develops during the course of his employment, which are in any way related to the business of the Company, will affix appropriate legends and copyright notices indicating the Company’s ownership of all Intellectual Property and all underlying documentation, and will execute such further assignments and other documents as the Company considers necessary to vest, perfect, patent, maintain or defend the Company’s right, title and interest in the Intellectual Property.

5.7

Injunctive Relief . The Executive further recognizes and agrees that any material violation of his agreements in this Article 5 would cause such damage or injury to the

5

Company as would be irreparable and the exact amount of damage would be impossible to ascertain; therefore the Executive agrees that notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled to seek injunctive relief from any court of competent jurisdiction restraining any further violation by the Executive of this Article 5. Such right to seek an injunction shall be cumulative and in addition to, and not in limitation of, any other rights and remedies the Company may have in equity or at law.

5.8

Reasonableness .  The Executive agrees that the provisions of this Article  5 are reasonable and necessary for the protection of the Company and that each provision herein set forth, including without limitation, the period of time, geographical area and types and scope of the restrictions on his activities specified therein, are intended to be and shall be divisible.  If any provision of the this Article 5 (including any sentence, clause or part thereof) shall be held contrary to law or invalid or unenforceable in any respect, the remaining provisions shall not be affected but shall remain in full force and effect and the invalid or unenforceable provisions shall be deemed modified and amended to the extent necessary to render same valid and enforceable.

6.

Successors .  This Agreement shall be binding upon and inure to the benefit of the Company and its respective successors and assigns by merger, consolidation, transfer of business and properties or otherwise, and shall inure to the benefit of the Executive and his heirs and legal representatives, provided, however, that the Executive may not assign his rights or obligations under this Agreement without the prior written consent of the Company.

7.

Miscellaneous .

7.1

Notices .  All notices and other communications to be made hereunder shall be in writing and shall be deemed to have been given when the same are either: (i) personally delivered; (ii) mailed, registered or certified mail, first class postage prepaid return receipt requested; or (iii) delivered by a reputable private overnight courier service utilizing a written receipt or other written proof of delivery, to the applicable party at the address set forth above.  Any party refusing delivery of a notice shall be charged with knowledge of its contents.

7.2

Definitions and Captions .  All captions and headings of paragraphs, subparagraphs and sections are not part of this Agreement and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof.

7.3

Names and Entities .  The masculine gender shall include the neuter genders, and the word “person” shall include an individual, a corporation, a partnership, a limited partnership, a limited liability partnership, a limited liability company and a trust.   Whenever the singular is used in this Agreement the same shall include the plural when required by the context and vice versa.

7.4

Severability .  In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect other provisions hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision never had been contained herein.

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7.5

Governing Law .  This Agreement shall be construed in accordance with the laws of the State of New York.

7.6

Entire Agreement; Amendments .  This Agreement contains the entire understanding and agreement of the parties hereto with respect to the matters contained herein, and may not be amended or supplemented at any time unless by writing, executed by each of the said parties.  Any agreement or understanding, written or otherwise, prior to the effective date of this Agreement between the Executive and the Company relating to the employment of the Executive is hereby terminated and discharged.

7.7

Indemnification .  The Company shall indemnify the Executive against all losses, claims, expenses, or other liabilities of any nature arising by reason of the fact that he (a) is or was an officer, employee, or agent of the Company, the Company or any of their subsidiaries or affiliates, or (b) while a director, officer, employee or agent of the Company, the Company or any of their subsidiaries or affiliates, is or was serving at the request of the Employer as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, trust, employee benefit plan or other entity, in each case to the fullest extent permitted under Delaware law.  Without limiting the foregoing, the Executive shall be entitled to payment of reasonable costs and expenses including attorney’s fees in the defense of any action or proceeding arising out of his employment, subject to the provisions of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement or caused their duly authorized officers to execute this Agreement on date set forth above.

 

Company

By: /s/ Jan E. Chason

  

       Jan E. Chason

      Member, Board of Directors

EXECUTIVE :

/s/ Paul Lisak

Paul Lisak

 

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