8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

 PURSUANT TO SECTION 13 OR 15(d) OF

 THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):May 16, 2008

Kronos Advanced Technologies, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-30191	87-0440410
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

464 Common Street, Suite 301, Belmont, Massachusetts	02478
(Address of principal executive offices)	(Zip code)
(617) 993-9965
(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-   2(b)) 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 16, 2008, Kronos Advanced Technologies, Inc. (the “Company”) entered into a Severance Agreement and General Release with Daniel R. Dwight (the “Severance Agreement”).  Pursuant to the Severance Agreement, Mr. Dwight’s employment with the Company has been terminated effective June 20, 2008 for “good reason” (as defined in Mr. Dwight’s employment agreement).  In addition, effective May 16, 2008, Mr. Dwight is no longer an officer or director of the Company.

The Severance Agreement provides that the Company will pay to Mr. Dwight the equivalent of twelve months of his base salary in effect immediately prior to his termination, which is $225,000, minus applicable tax withholdings, in twenty four equal installments.  The initial severance payment will be made on the first regularly scheduled payroll period following June 20, 2008.  Subsequently, the Company will pay Mr. Dwight twenty three additional equal installments in accordance with the Company’s regular payroll practices.  The Company also agreed to pay the premiums of Mr. Dwight’s health, life and disability insurance benefits purchased through third-party insurance companies and the premiums for continuing coverage under certain Company benefit plans until June 20, 2009.  In addition, the Company agreed to repay to Mr. Dwight on or before May 26, 2008 the outstanding principal and accrued interest totaling $59,986.29 on a note made by the Company to Mr. Dwight.  As consideration for the benefits of the Severance Agreement, Mr. Dwight executed a full general release of claims against the Company and its affiliates.

On May 16, 2008, the Company also entered into an Advisory Agreement with Mr. Dwight (the “Advisory Agreement”). Pursuant to the Advisory Agreement, Mr. Dwight will advise, cooperate, and consult with the Company and its affiliates on various issues as requested by the Board of Directors and Company management.  Mr. Dwight has agreed to perform up to twenty hours of transition and advisory services per month for the Company and its affiliates for a term of six months.  Mr. Dwight has agreed to provide the first eight hours of transition services each month to the Company at no charge, and for a fee of $300.00 per hour thereafter. The Advisory Agreement and this consulting arrangement expires on December 20, 2008.

Following Mr. Dwight’s separation for "good reason", Richard F. Tusing, the Chief Operating Officer of the Company, has been serving as acting President, Treasurer, and Secretary of the Company.  Mr. Tusing’s employment agreement and compensation remain unchanged.  Mr. Tusing, age 50, has served as a Director of Kronos since October 2000 and as a Director of Kronos Air Technologies since January 2001 and was appointed Chief Operating Officer on January 1, 2002.

The Severance Agreement and the Advisory Agreement are filed herewith as Exhibits 10.1 and 10.2 respectively and are incorporated herein by reference.  Mr. Dwight’s employment agreement was filed as Exhibit 10.55 to the Company's Form 10-Q for the quarterly period ended March 31, 2002 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Severance Agreement and General Release dated as of May 16, 2008 between Kronos Advanced Technologies, Inc. and Daniel R. Dwight.

10.2 Advisory Agreement between Kronos Advanced Technologies, Inc. and Daniel R. Dwight.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:     May 21, 2008	KRONOS ADVANCED TECHNOLOGIES, INC.
	By:	/s/ Richard F. Tusing
	Name:	Richard F. Tusing
	Title:	President, Chief Operating Officer, Treasurer and Secretary

EX-10.1

Exhibit 10.1

SEVERANCE AGREEMENT AND GENERAL RELEASE

THIS SEVERANCE AGREEMENT AND GENERAL RELEASE (this “Agreement”), dated as of May 16, 2008, is made and entered into by and between Kronos Advanced Technologies, Inc., a Nevada corporation (the “Company”), and Daniel R. Dwight, an individual resident of the State of Massachusetts (“Dwight”).

WHEREAS, Dwight is a stockholder, officer, director and employee of the Company;

WHEREAS, Dwight is a party to the following agreements with the Company:  Employment Agreement, dated November 15, 2001 (“Employment Agreement”); a Promissory Note, dated March 31, 2004 made by the Company in favor of Dwight (“Note”); Stock Option Agreement, dated June 19, 2007 (“Stock Option Agreement”); and Indemnification Agreement, dated August 11, 2000 (“Indemnification Agreement”);

WHEREAS, in connection with the foregoing, Dwight and the Company desire to evidence in writing the terms and conditions of such termination.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements, and conditions set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.           EMPLOYMENT TERMINATION.  Dwight will take his five (5) weeks of accrued vacation beginning on May 19, 2008 and continuing until June 20, 2008.  Dwight’s Company employment will end on June 20, 2008 (“Termination Date”) and by executing this Agreement, Dwight resigns as an officer and director of the Company effective as of the date hereof.  During his employment, Dwight participated in certain Company-provided benefits, and he also purchased his own health, life and disability insurance benefits through third-party insurance companies, for which he was reimbursed by the Company (“Third-Party Benefit Plans”).  As of the Termination Date, any entitlement Dwight had or might have had under a Company-provided benefit plan shall cease, except as required by law.  The Termination Date shall be the qualifying event under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”).  Dwight understands that his rights and continued participation in those Company-sponsored plans will be governed by the terms of such plans, and that Dwight generally will become ineligible for those plans on the Termination Date.  Thereafter, Dwight will be able to purchase continued coverage under certain of such Company-provided plans and to continue his current health and other benefits with his existing Third-Party Benefit

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Plans; provided, however, that to the extent Dwight purchases continuation coverage under certain of Company-provided and/or continues his benefits under his Third-Party Benefit Plans, the Company shall reimburse Dwight for such coverage on a monthly basis during the 12-month period after the Termination Date within thirty (30) days of Dwight’s written reimbursement request for such benefits.  By executing this Agreement both parties acknowledge and agree that the Employment Agreement is hereby terminated and of no further force and effect;provided, however, that the parties acknowledge and agree that Sections 4 (Confidentiality/Covenant Against Unfair Competition), 5 (Company Property) and 8 (Indemnification) thereof shall survive such termination and remain in full force and effect in accordance with the terms thereof.  Dwight agrees that all provisions of that certain Voting Agreement dated as of June 20, 2007, by and among Dwight, the Company and the other parties thereto (“Voting Agreement”) shall continue to be in full force and effect after the Termination Date.

2.           PAYMENTS AND BENEFITS.

(a)           Severance Payment.  The Company shall pay to Dwight twenty-four equal severance payments each in the amount of Nine Thousand Three Hundred Seventy-Five Dollars ($9,375.00), minus applicable federal, state, and local tax withholdings, the first payment of which shall be paid on the first regularly scheduled payroll period following the Termination Date, and each subsequent payment shall be paid immediately thereafter in accordance with the Company’s regular payroll procedures until the entire severance payment is paid in full.  At the appropriate time, as required by law, the Company shall issue an IRS Form W-2 reflecting such payments.  Such payments will not be taken into account in determining Dwight’s rights or benefits under any other program.

(b)           Loan Repayment.  Within ten (10) days of the execution of this Agreement by all parties, the Company shall repay to Dwight the aggregate amount of the outstanding principal and all accrued interest on the Note as of the date hereof, which is Fifty Nine Thousand Nine Hundred Eighty-Six and 29/100Dollars ($59,986.29).  Upon receipt of payment of the Note in full, Dwight shall return to the Company for cancellation all documentation, including, without limitation, the Note and any other document, evidencing indebtedness owed by the Company to Dwight.

3.           RELEASE.

(a)           Dwight releases (i.e., gives up) all known and unknown claims that Dwight presently has (i.e., has as of the date hereof) against the Company, all current and former parents, subsidiaries, related companies, partnerships, joint ventures, or other affiliates, and, with respect to each of them, their predecessors and successors; and, with respect to each such entity, all of its past, present, and future employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers, employee benefit programs (and the trustees, administrators, fiduciaries, and insurers of

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such programs), and any other persons acting by, through, under or in concert with any of the persons or entities listed in this section, and their successors (“Released Parties”), except claims that the law does not permit Dwight to waive by signing this Agreement.  For example, Dwight is releasing all common law contract, tort, or other claims he might have, as well as all claims he might have under the WARN Act, the Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964, Sections 1981 and 1983 of the Civil Rights Act of 1866, the Americans With Disabilities Act (ADA), the Employee Retirement Income Security Act of 1974 (“ERISA”), and similar state or local laws.  Notwithstanding the forgoing, Dwight is not releasing any rights or claims related to indemnification, which rights are set forth in Section 8 of the Employment Agreement and the Indemnification Agreement.

(b)           The Company hereby acknowledges and agrees that as of the Termination Date it has no knowledge of any claims it may have against Dwight.

4.           COOPERATION REQUIRED.  If requested by the Company after May 16, 2008 and until the date that is six (6) months after the date hereof, Dwight shall cooperate with the Company or any affiliate for up to twenty (20) hours per month in effecting a smooth transition of his responsibilities to others (“Transition Services”).  The first eight (8) hours in each month that Dwight works performing Transition Services shall be at no cost to the Company, but to the extent Dwight works more than eight (8) hours in any month performing any such Transition Services and/or provides other consulting services as may be requested by the Company (i.e., consulting services that are not Transition Services), he will be paid an hourly rate of Three Hundred Dollars ($300) for each such hour that he works.  The parties have evidenced such intent and terms in that certain Consulting Agreement executed by the parties simultaneously herewith.

5.           MUTUAL NON-DISPARAGEMENT.  Dwight agrees not to criticize, denigrate, or otherwise disparage the Company, any other Released Party, or any of the Company’s products, processes, experiments, policies, practices, standards of business conduct, or areas or techniques of research.  Similarly, the Company, including its employees, agrees not to criticize, denigrate, or otherwise disparage Dwight.  In the event that a prospective employer or third-party contacts the Company for a reference about Dwight, the Company agrees that it will only provide such prospective employer or third-party with the dates of Dwight’s employment with the Company and the positions he held with the Company.  Dwight shall direct any such prospective employer to contact Richard Tusing or Barry Salzman.

6.           OTHER REPRESENTATIONS AND PROMISES.  Dwight and the Company acknowledge and agree as follows:

(a)           The Company agrees to pay all of Employee’s attorneys’ fees (up to a maximum amount of Three Thousand Dollars ($3,000)) incurred in connection with the

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review and negotiation of this Agreement and all other agreements and/or documents executed herewith.

(b)           This Agreement is the entire agreement relating to Dwight’s service with the Company and any claims or future rights that Dwight might have with respect to the Company and the Released Parties, except for the equity interest agreements (e.g., Stock Option Agreement and Voting Agreement) described in the attached Exhibit 6(k), the Note, the surviving provisions of the Employment Agreement as set forth herein, the Indemnification Agreement and a Consulting Agreement executed simultaneously herewith, each of which shall remain in full force and effect in accordance with their terms.

(c)           Neither party relied on any representations that were not in this Agreement when executing this Agreement.

(d)           Dwight has not suffered any job-related wrongs or injuries, such as any type of discrimination, for which Dwight might still be entitled to compensation or relief in the future.  Upon the Company’s full payment of the Note and Dwight’s outstanding business expense reimbursement request(s), which total One Thousand One Hundred Thirty-Eight and 50/100 Dollars ($1,138.50), Dwight will have been paid all wages, compensation, benefits, expenses and other amounts that the Company or any Released Party should have paid Dwight through the date hereof.

(e)           This Agreement is not an admission of wrongdoing by the Company or any other Released Party.

(f)           Dwight is intentionally releasing claims that he does not know that he might have and that, with hindsight, he might regret having released.  Dwight has not assigned, transferred or otherwise given away any of the claims he is releasing.

(g)           If the Company or Dwight successfully asserts that any provision in this Agreement is void, the rest of the Agreement shall remain valid and enforceable unless the other party to this Agreement elects to cancel it.

(h)           If Dwight initially did not think any representation he is making in this Agreement was true or if Dwight initially was uncomfortable making it, Dwight resolved all his doubts and concerns before signing this Agreement.  Dwight has carefully read this Agreement, fully understands what it means, is entering into it knowingly and voluntarily, and confirms that all Dwight’s representations in this Agreement are true.  The consideration period described in the box above Dwight’s signature started when Dwight first was given this Agreement, and Dwight waives any right to have it restarted or extended by any subsequent changes to this Agreement.  The Company would not

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have given Dwight the payments or benefits he is getting in exchange for this Agreement but for his representations and promises he is making by signing it.

(i)           Dwight shall return to the Company all files, memoranda, documents, records, copies of the foregoing, Company-provided credit cards, keys, building passes, security passes, access or identification cards, and any other property of the Company or any Released Party in Dwight’s possession or control; provided, however, that the Company has requested that Dwight continue to maintain and store certain of the Company’s business documents, including, but not limited to, the Company’s key filings, financial documents, and Company contracts (maintained in 25 filing cabinets at Dwight’s home office) as well as certain of the Company’s prototype and test equipment until it can arrange for the transfer of these documents.  The Company agrees that it shall not hold Dwight personally liable for the maintenance and safekeeping of these documents and the Company will incur all of the expenses associated with the transfer of these documents.  Dwight shall keep these documents available to the Company at all times that these documents are maintained and stored by Dwight (subject to Dwight’s travel schedule, which will require that he not be physically present at the home office on a regular basis and, as a result, may require a reasonable period of time for Dwight to respond to any request(s) by the Company for documents).  If the Company requests that Dwight store these documents beyond June 30, 2008, the Company shall pay to Dwight a monthly storage fee of $1,500 which shall be paid to Dwight on a monthly basis and which fee shall be prorated for any period of storage of less than twenty-eight (28) days. Dwight shall clear all expense accounts, repay everything he owes to the Company or any Released Party, pay all amounts he owes on Company-provided credit cards or accounts (such as cell phone accounts), and cancel or personally assume any such credit cards or accounts.  As of the date of the execution of this Agreement, the parties acknowledge and agree that Dwight does not owe any such amounts to the Company.  Dwight shall not incur any expenses, obligations, or liabilities on behalf of the Company.

(j)           By executing this Agreement, Dwight, to the maximum extent permitted by law, irrevocably assigns to the Company all of his rights to all Subject Inventions.  “Subject Invention” means any Invention that was conceived or first practiced by Dwight, alone or in a joint effort with others, at any time prior to the execution hereof, which (1) may be reasonably expected to be used in a product of the Company, or a product similar to a Company product, (2) results from work that Dwight performed as part of his duties as an employee for the Company, (3) is in an area of technology which is the same as or substantially related to the areas of technology with which Dwight was employed during his time as an employee of the Company, (4) is useful, or which Dwight reasonably expects may be useful, in any manufacturing or design process of the Company, or (5) utilizes any Confidential Information or Trade Secrets.  “Invention” means any discovery, whether or not patentable, including, without limitation, any process, method, formula, technique, machine, manufacture, composition of matter,

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algorithm or computer program, trade secrets, works of authorship, mask work, circuit, layout, idea, design, know-how and data, as well as improvements thereto.

(k)           Dwight hereby represents and warrants to the Company that Exhibit 6(k) attached hereto sets forth a true, correct and complete list of all of the type and amount of equity interests in the Company owned, directly or indirectly, by Dwight, including, without limitation, all interests convertible into equity in the Company, and in the case of the options to acquire shares of the Company’s capital stock owned, directly or indirectly, by Dwight, the grant date, exercise price, vesting date, and expiration date of such options, each of which shall remain in full force and effect in accordance with their respective terms.

(l)           The Company acknowledges and agrees that it shall immediately take all necessary steps to change the Company’s general phone number on any public documents, including any and all SEC filings, which currently lists Dwight’s home office number.

(m)           The parties agree that they will take all necessary steps to transfer the access to the Kronos Advanced Bank account from Dwight to Richard Tusing as soon as practicable, but no later than the Termination Date.

7.           MISCELLANEOUS.

(a)           No Waiver.  The failure of any party to this Agreement to enforce at any time, or for any period of time, any one or more of the terms of this Agreement shall not be a waiver of such terms or conditions or of such party’s right thereafter to enforce each and every term and condition of this Agreement.

(b)           Choice of Law.  This Agreement shall be interpreted and enforced in accordance with the laws of Massachusetts.

(c)           Legal Fees and Expenses.  In the event that either party brings a lawsuit to enforce their respective contractual rights under this Agreement, the Promissory Note, the Indemnification Agreement or the Consulting Agreement, the prevailing party shall be entitled to recover all legal fees and expenses associated with prosecuting such claim(s).

(d)           No Presumption Against Drafter.  This Agreement has been drafted through a cooperative effort by both parties, and neither party shall be considered the drafter of this Agreement so as to give rise to any presumption or convention regarding construction of this document.

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DWIGHT MAY NOT MAKE ANY CHANGES TO THE TERMS OF THIS AGREEMENT.  BEFORE SIGNING THIS AGREEMENT, DWIGHT SHOULD READ IT CAREFULLY AND, IF HE CHOOSES, DISCUSS IT WITH HIS ATTORNEY. DWIGHT SHOULD TAKE AS MUCH TIME AS HE NEEDS TO CONSIDER THIS AGREEMENT BEFORE DECIDING WHETHER TO SIGN IT, UP TO TWENTY-ONE (21) DAYS.  BY SIGNING IT DWIGHT WILL BE WAIVING HIS KNOWN AND UNKNOWN CLAIMS.

MAY 23, 2008, IS THE DEADLINE FOR DWIGHT TO DELIVER A SIGNED COPY OF THIS AGREEMENT TO RICHARD F. TUSING AT 6867 ELM STREET SUITE 101, MCLEAN, VA, TELEPHONE 1.703.821.1905. IF DWIGHT FAILS TO DO SO, HE WILL NOT RECEIVE THE PAYMENTS OR BENEFITS DESCRIBED IN IT.

DWIGHT MAY REVOKE THIS SETTLEMENT AGREEMENT IF HE REGRETS HAVING SIGNED IT.  TO DO SO HE MUST DELIVER A WRITTEN NOTICE OF REVOCATION TO RICHARD F. TUSING AT 6867 ELM STREET SUITE 101, MCLEAN, VA, TELEPHONE 1.703.821.1905, BEFORE SEVEN (7) TWENTY-FOUR (24) HOUR PERIODS EXPIRE FROM THE TIME HE SIGNED IT.  IF DWIGHT REVOKES THIS SETTLEMENT AGREEMENT, IT WILL NOT GO INTO EFFECT.

Date:  May 16, 2008	/s/ Daniel R. Dwight
	Daniel R. Dwight

	KRONOS ADVANCED TECHNOLOGIES, INC.
Date:  May 16, 2008	By:	/s/ Richard F. Tusing
		Name:	Richard F. Tusing
		Title:	Chief Operating Officer

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EXHIBIT 6(k)

EQUITY INTERESTS

Kronos Advanced Technologies, Inc. (“Kronos”) Common Stock – 1,201,926 Shares

Kronos Stock Options – 26,000,000 options to purchase 26,000,000 shares of Kronos Common Stock granted under the Kronos Stock Incentive Plan Stock Option Agreement dated June 19, 2007.  Stock Options are fully vested and exercisable at an Exercise Price per Share of $0.016 until the Expiration Date of June 19, 2017.

EX-10.2

Exhibit 10.2

ADVISORY AGREEMENT

This Advisory Agreement (the “Agreement”) is made and entered into as of the effective date June 20, 2008 (the “Effective Date”), between Kronos Advanced Technologies, Inc. (“Kronos”), a Nevada corporation and Daniel R. Dwight, an individual, hereinafter collectively referred to as “Advisor”.

Recitals

WHEREAS, Kronos is interested in Advisor providing Specialized Consulting Services as detailed in Attachment A.  For such service, Kronos is willing to compensate Advisor, subject to the covenants, conditions and limitations set forth in this Agreement.

WHEREAS, Advisor has special knowledge and other background experience relevant to the field and is willing to provide the services contemplated by and in accordance with the covenants, conditions and limitations of this Agreement.

Agreement

In consideration of the foregoing recitals, the mutual covenants hereinafter provided, and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound and equitably bound, hereby agree as follows:

I.           Scope and Limitations of Engagement.

1.           Kronos appoints Advisor.  Kronos hereby appoints Advisor and Advisor hereby accepts such appointment, on a non-exclusive basis, to provide the Services as described in Attachment A Statement of Work.  The Statement of Work may be modified or amended by mutual written consent of Kronos and Advisor.

2.           Independent Status of Advisor.  Advisor shall, at all times, be an independent contractor hereunder, rather than a co-venturer, agent, employee, or representative of Kronos.  Advisor shall be responsible for Advisor’s taxes, shall not be required to work on acontinuing daily basis or any specific work schedule, and shall not be provided with office space or administrative support by Kronos. Advisor is permitted to engage in other businesses and ventures.  Advisor shall be solely responsible for complying with all laws, rules, and regulations applicable to its services hereunder.  Kronos shall not be liable for any injury (including death) to Advisor or others, workmen’s compensation, employer’s liability, social security, withholding tax, or other taxes of similar nature for or on behalf of Advisor or any other person, persons, firms or corporations consulted by Advisor in carrying out this Agreement.  It is understood, however, that should Kronos be held liable for any social security, withholding or other taxes of a similar nature on behalf of Advisor, then Kronos shall have the right to recover an equivalent

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amount from Advisor or deduct such amount from any compensation due to Advisor pursuant to this Agreement.

3.           Confidentiality.  The Advisor acknowledges that during the Term of this Agreement, the Advisor may be given access to or may become acquainted with Confidential Information (as hereinafter defined) and/or trade secrets of Kronos.  Subject to the exceptions set forth below and permitted uses of Confidential Information in connection with the provision of services pursuant to this Agreement, the Advisor acknowledges that the Confidential Information and/or trade secrets of Kronos as such may exist from time to time, are valuable, confidential, special and unique assets of Kronos, expensive to produce and maintain and essential for the operation of its business. The Advisor hereby agrees that he shall not, during the Term of this Agreement and for a period of five (5) years thereafter, directly or indirectly, communicate, disclose or divulge to any Person, as defined below, or use for its benefit or the benefit of any Person, in any manner any Confidential Information or trade secrets of Kronos acquired before or during the Term of this Agreement, or any other Confidential Information concerning the conduct and details of the businesses of Kronos, except as may be required for the Advisor to perform the services hereunder and otherwise to comply with the terms and conditions and intent of this Agreement and by law, or to enforce the Advisor’s rights hereunder.  As used in this Section, "Confidential Information” of Kronos means any and all information (verbal and written) relating to Kronos or any of its subsidiaries or any of its affiliates, or any of their respective activities, including, but not limited to, information relating to trade secrets, personnel lists, financial information, research projects, services used, pricing, software, software code, technical memoranda, designs and specifications, new products and services, comparative analyses of competitive products, technology, know-how, customers, customer lists and prospects, product sourcing, marketing and selling and servicing.  Confidential Information shall not include information that, at the time of disclosure, (a) is known or available to the general public by publication (including, without limitation, the public disclosure of information pursuant to Kronos’ reporting obligations under applicable federal and state securities laws) or otherwise through no act or failure to act on the part of the Advisor in violation of this Section I(3), (b) became known or was derived by the Advisor by some demonstrable means other than as a result of the Advisor’s access thereto, (c) was rightfully received from a third party without similar restrictions and without breach of this Agreement or any other agreement, or (d) was independently developed by the Advisor without any utilization of the Confidential Information.  The Advisor shall not be liable for any disclosure of Confidential Information made pursuant to a valid and enforceable judicial or governmental order (a “Mandated Disclosure”) not sought by the Advisor for the purpose of circumventing his obligations hereunder; provided, however, that the Advisor’s obligations under this Section I (3) shall be deemed satisfied if, promptly upon the Advisor’s receipt of a subpoena or other written notice seeking disclosure of Confidential Information, the Advisor shall provide written notice to Kronos of any attempt to obtain the Mandated Disclosure and in any event prior to any disclosure of Confidential Information pursuant thereto, and reasonably cooperates with Kronos in the event that Kronos elects to legally contest and avoid the Mandated Disclosure.

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II.           Intellectual Property.

1.           Advisor covenants and agrees that any works of authorship, work product, materials, copyrights, discoveries, improvements, inventions and/or patent rights and anything else that Advisor may make or acquire, either solely or jointly with others, which result from Advisor’s contact with Kronos personnel and operation or from Advisor’s work for Kronos, during the Term of this Agreement or while engaged upon the advisory work under this Agreement, and for six (6) months thereafter, shall be the exclusive property of Kronos and agrees to assign, and by these presents does hereby assign and transfer all his entire right, title and interest in and to such inventions, improvements and patent rights to Kronos, its successors and assigns, and Advisor agrees upon the request of Kronos to execute and deliver all documents and perform such acts necessary or advisable to secure to Kronos, its successors and assigns or its nominee without payment of additional consideration therefore other than the payment for said advisory services as herein provided, the entire right, title and interest in and to said discoveries, improvements and inventions, including applications for and/or letters patent of the United States and countries foreign thereto provided the cost of preparing such papers, assignments and applications for letters patent and the prosecution and maintenance of said applications for and/or letters patent and all proceedings and litigation is borne by Kronos or its nominee.  Both parties agree that any obligation Advisor may now have to assign inventions to Kronos is not waived or changed by terms of this Agreement.

2.           Advisor agrees that any and all information including know-how and trade secrets that may be imparted to him by Kronos as well as Advisor’s advice, recommendations and opinions resulting from such advisory service shall be maintained confidential and secret and Advisor shall not use or disclose said information to others except officials and duly authorized employees and representatives of Kronos, without prior written consent and approval of Kronos.

3.           Advisor shall at all times during and after the Term of this Agreement, upon the request and the expense of Kronos, execute and deliver any and all papers, and do any and all lawful acts that may be necessary or desirable in the opinion of Kronos including but not limited to:

a.           To obtain letters patent, both domestic and foreign on said inventions;

b.           To secure, establish and maintain title in Kronos, its successors and assigns, to said inventions, applications and letters patent, including making such title of lawful and public record;

c.           To cooperate fully with Kronos, both during and after the Term of this Agreement, with respect to the procurement, perfection of title, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to developments or inventions; to sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which Kronos may deem

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necessary or desirable in order to protect its rights and interests in any development or invention.  If Kronos is unable, after reasonable effort, to secure Advisor’s signature on any such papers, any executive officer of Kronos shall be entitled to execute any such papers as his agent and attorney-in-fact, and Advisor hereby irrevocably designates and appoints each executive officer of Kronos as his agent and attorney-in-fact to execute any such papers on Advisor’s behalf, and to take any and all actions as Kronos may deem necessary or desirable in order to protect its rights and interests in any development or invention, under the conditions described in this sentence.

d.           To defend, establish or otherwise preserve the validity of said letter patent against any and all infringers.

4.           Advisor shall promptly disclose to Kronos or its designees, in writing, all inventions (regardless of whether such inventions are related to the business, products or services of Kronos or any of its affiliated companies) made or conceived, either solely or jointly with others, during the term of this Agreement and for six (6) months thereafter.

5.           Advisor shall within two (2) days after written request by Kronos turn over to Kronos all plans, notes, blueprints, designs, models, laboratory notebooks, etc., relating to inventions conveyed or covered by this Agreement, and Advisor hereby assigns, sells, transfers and sets over unto Kronos all right, title and interest in and to said plans, notes, blueprints, designs, models, laboratory notebooks, etc.

III.           Compensation; Indemnification.

1.           Advisor’s Fee.  Kronos shall pay to Advisor and Advisor shall receive from Kronos the Advisor’s Fee as described in Attachment A Statement of Work.  Any compensation payable to any person other than the Advisor in connection with the provision of the Advisor’s services hereunder shall be paid out of the compensation described in this Section III.  The compensation to be paid in accordance with Attachment A is the sole compensation to be paid by Kronos in connection therewith.

2.           Expense Reimbursement.  Kronos shall reimburse pre-approved travel or other pre-approved expenses incurred by Advisor in connection with services to be rendered by Advisor pursuant to this Agreement, as expressly agreed in advance and writing by Kronos.  Pre-approved travel and pre-approved other expenses will be reimbursed within thirty (30) business days from receipt of expense documentation.

3.           Indemnification.  The Company agrees that (a) if Advisor is made a party, or is threatened to be made a party, to any “Proceeding” (defined as any threatened or actual action, suit or proceeding whether civil, criminal, administrative, investigative, appellate or other) by reason of the fact that he is or was a contractor, agent or consultant of the Company, or (b) if any “Claim” (defined as any claim, demand, request, investigation, dispute, controversy, threat, discovery request or request for testimony or information) is made, or threatened to be made, that arises out of or relates to the Advisor’s service in any of the foregoing capacity or to the Company, then Advisor shall promptly be indemnified and held harmless by the Company

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against any and all costs, expenses, liabilities and losses (including, without limitation, attorney’s fees, judgments, damages, interest, expenses of investigation, penalties, fines, taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by Advisor in connection therewith; provided that such Claims are not based upon or arise out of (i) any negligent act or omission of Advisor, (ii) any act or omission of Advisor in breach of this Agreement, subject to the notice and cure period set forth herein, or (iii) criminal and/or fraudulent acts or omissions of Advisor.  Such indemnification shall continue as to Advisor even if he has ceased to be a contractor, agent or consultant of the Company and shall inure to the benefit of Advisor’s successors, assigns, heirs, executors and administrators.  The Company shall reimburse Advisor reasonable and necessary costs and expenses incurred by himin connection withany such Proceeding or Claim within thirty (30) days of written submission of a request for reimbursement and provision of all documentation or information to support the request.

IV.           Advisors Warranties, Representations and Additional Covenants.

1.           Full Authority.  Advisor warrants and represents to Kronos that:  (i) Advisor has the full unrestricted right to enter into this Agreement; (ii) by entering into this Agreement, Advisor is not violating or otherwise contravening any agreement to which Advisor is bound or any applicable law; and (iii) no person must consent to the execution and performance of this Agreement by Advisor.

2.           Fraud and Bad Acts.  Advisor represents and warrants to Kronos that Advisor is not now, and covenants that Advisor shall not in the future be, a person (i) subject to an order of any regulator under applicable law, or (ii) convicted within the previous ten (10) years of a felony.

3.           Compliance with all laws.  Advisor covenants with Kronos that Advisor shall comply with all applicable laws in connection with the execution and performance of this Agreement.

4.           Full Disclosure to Kronos.  Without limiting any other provision of this Agreement, Advisor agrees to fully disclose all activities in which Advisor is engaged other than pursuant to this Agreement.

V.           Term and Termination.

1.           The term of this Agreement is six (6) months from the Effective Date (the “Term”).

2.           This Agreement may be terminated immediately by either party, without notice, in the event that either party commits a material breach of this Agreement, which breach remains uncured for 10 business days after written notice thereof.

3.           In the absence of a material breach by Advisor, Kronos may terminate this Agreement upon ten (10) days prior written notice to Advisor.  In the event of termination

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pursuant to this section V(3), Advisor shall be entitled to all compensation which has been earned pursuant to this Agreement prior to and including such date of termination.

VI.           Miscellaneous.

1.           Binding Effect and Survival of Rights.  This Agreement will benefit and bind the parties and their respective personal representatives, executors, administrators, heirs, legatees, devisees, successors and assigns.

2.           Notices.  All notices, demands, requests and other communications required or permitted to be given by any provision of this Agreement will be in writing addressed as follows:

If to Kronos:	Kronos Advanced Technologies, Inc. 464 Common Street, Suite 301 Belmont, MA 02478
	Telephone:       Attention:	703-821-1905 Richard F. Tusing Chief Operating Officer
If to Advisor:	Daniel R. Dwight

Any such notice, demand, request or communication will be deemed to have been given and received for all purposes under this Agreement: (a) on the date of delivery when delivered in person; (b) on the date of transmission when delivered by facsimile transmission (provided such transmission is confirmed by transmission receipt and such notice is promptly confirmed by some other means described herein); and/or (c) on the next business day after the same is deposited with a nationally recognized overnight delivery service that guarantees overnight delivery; provided, however, if the day such notice, demand, request or communication will be deemed to have been given and received as aforesaid is not a business day, such notice, demand, request or communication will be deemed to have been given and received on the next business day.

Any party to this Agreement may change such parties address for the purpose of notice, demands, requests and communications required or permitted under this Agreement by providing written notice of such change of address to all of the parties by written notice as provided herein.

3.           Interpretation.  The parties acknowledge to each other that each party has reviewed and participated in the negotiation of this Agreement.  Accordingly, the normal rule of

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construction to the effect that any ambiguities are resolved against the drafting party will not be employed in the interpretation of this Agreement.

4.           Incorporation.  The Recitals, all exhibits and schedules attached hereto, or to be attached hereto, and all other agreements and instruments referred to herein are hereby incorporated by reference into this Agreement as fully as if copied herein verbatim.

5.           Further Assurances.  The parties further agree that, upon request, they will do such further acts and deeds and will execute, acknowledge, deliver and record such other documents and instruments as may be reasonably necessary from time to time to evidence, confirm or carry out the intent and purpose of this Agreement.

6.           Lawful Authority.  Each party executing this Agreement hereby represents and warrants to all other parties that they have been fully authorized to execute and deliver this Agreement.

7.           Attorneys Fees.  If any legal action or other proceeding (including arbitration pursuant to this Agreement) is brought for the enforcement of this Agreement, or because of any alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the prevailing party will be entitled to recover reasonable attorneys fees, court costs and all reasonable expenses, even if not taxable or assessable as court costs (including, without limitation, all such fees, costs and expenses incident to appeal) incurred in that action or proceeding in addition to any other relief to which such party may be entitled.

8.           Waivers and Consents.

(i)           Each and every waiver of any provision of this Agreement must be in writing and signed by each party whose interests are adversely affected by such waiver.

(ii)          Unless otherwise expressly provided in a waiver, no such waiver granted in any one instance will be construed as a continuing waiver applicable in any other instance.

(iii)          No waiver by any party to this Agreement to or of any breach or default by any other party to this Agreement in the performance by such other party of its obligations hereunder will be deemed or construed to be a waiver of any breach or default of any other party of the same or any subsequent obligations hereunder.

(iv)          Subject to applicable statutes of limitation, the failure on the part of any party to this Agreement to complain of any act or failure to act of any other party to this Agreement or to declare such other party in default, irrespective of how long such failure continues, shall not constitute a waiver by the non-defaulting party of its rights hereunder.

(v)           Each and every consent by any party to this Agreement must be in writing signed by the party to be bound thereby.  No consent will be deemed or construed to be a consent to any action except as described in such writing.

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9.            Section Headings.  The Section headings contained in this Agreement are for reference purposes only and will not affect the interpretation of this Agreement.

10.           Governing Law.  This Agreement will be governed in all respects, including validity, interpretation and effect by, and will be enforceable in accordance with, the internal laws of the State of Massachusetts without regard to conflicts of laws principles.

11.           Severability.  If any provision of this Agreement is held to be unlawful, invalid or unenforceable under present or future laws effective during the term hereof, such provision will be fully severable, and this Agreement will be construed and enforced without giving effect to such unlawful, invalid or unenforceable provision.  Furthermore, if any provision of this Agreement is capable of two (2) constructions, one of which would render the provision void, and the other which would render the provision valid, then the provision will have the meaning which renders it valid.

12.           Counterpart Execution.  This Agreement may be executed in multiple counterparts, each one of which will be deemed an original, but all of which will be considered together as one and the same instrument.  Further, in making proof of this Agreement, it will not be necessary to produce or account for more than one (1) such counterpart.  Provided all parties have signed at least one counterpart, the execution by a party of a signature page hereto will constitute due execution and will create a valid, binding obligation of the party so signing, and it will not be necessary or required that the signatures of all parties appear on a single signature page hereto.

13.           Amendments.  Each and every modification and amendment of this Agreement must be in writing and except as otherwise provided herein, signed by all the parties hereto.

14.           Entire Agreement.  This Agreement and that certain Severance Agreement dated as of May 16, 2008 by and between the parties (the “Severance Agreement”) (including all agreements referenced in the “Entire Agreement” section of the Severance Agreement) contain the entire agreement between the parties regarding the subject matter hereof.  Any prior agreements, discussions or representations not expressly contained in this Agreement will be deemed to be replaced by the provisions hereof, and no party has relied on any such prior agreements, discussions or representations as an inducement to the execution hereof.  To the extent there is any conflict between this Agreement and the Severance Agreement regarding Advisor’s provision of consulting services to the Company, this Agreement shall control.

15.           Rules of Construction.  (a) All terms in this Agreement in the singular and plural will have comparable meanings when used in the plural and vice-versa unless otherwise specified;  (b) the words hereof, herein, hereunder and words of similar import when used in this Agreement, will refer to this Agreement as a whole and not any particular provision of this Agreement and all references to articles, sections and subdivisions thereof are to this Agreement unless otherwise specified;  (c) the words include, includes and including will be deemed to be followed by the phrase without limitation;  (d) all pronouns and any variations thereof will be

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deemed to refer to masculine, feminine or neuter, singular or plural, as the identity of the individual, individuals, entity or entities may require;  (e) all references to documents, contracts, agreements or instruments will include any and all supplements and amendments thereto;  and (f) all accounting terms not specifically defined herein will be construed in accordance with generally accepted accounting principles or generally accepted auditing standards then applied in the United States.

16.           Forum Selection.  ADVISOR AND KRONOS DO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE SOLE AND EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF MASSACHUSETTS AND DO FURTHER IRREVOCABLY AND UNCONDITIONALLY STIPULATE AND AGREE THAT THE FEDERAL COURTS IN THE STATE OF MASSACHUSETTS OR THE STATE COURTS OF MASSACHUSETTS WILL HAVE JURISDICTION TO HEAR AND FINALLY DETERMINE ANY DISPUTE, CLAIM, CONTROVERSY OR ACTION ARISING OUT OF OR CONNECTED (DIRECTLY OR INDIRECTLY) WITH THIS AGREEMENT THAT IS NOT SUBJECT TO ARBITRATION, OR TO ENTER A JUDGMENT CONSISTENT WITH ANY ARBITRATION AWARD. ADVISOR AND KRONOS FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL OBJECTIONS OR DEFENSES TO SAID JURISDICTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT SERVICE UPON ANY PARTY HERETO SHALL BE MADE BY DELIVERY VIA PRIORITY OVERNIGHT DELIVERY (E.G., FEDEX) AND BY FACSIMILE OF A COPY OF SUCH PROCESS TO THE ADDRESS OF SUCH PARTY FOR NOTICES TO SUCH PARTY AS SET FORTH IN THIS AGREEMENT LETTER (OR SUCH DIFFERENT ADDRESS AT SUCH PARTY WILL HEREAFTER SPECIFY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT).  THE FOREGOING CONSENT, IN ADVANCE, TO THE JURISDICTION OF THE AFOREMENTIONED COURTS AND THE AFOREMENTIONED METHOD OF SERVICE ARE MATERIAL INDUCEMENTS FOR THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT.

17.           Personal Nature of Undertaking.  Advisor acknowledges that the engagement of Advisor’s services hereunder by Kronos is personal to Advisor, and such services shall not be delegated or assigned to any other Person or Advisor without Kronos’ express prior written consent, which may be withheld in Kronos’ sole and absolute discretion.

[signatures appear on next page]

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IN WITNESS WHEREOF, the parties have executed this Advisors Agreement effective as of the date signed by the parties, as shown below.

Kronos Advanced Technologies:
By:	/s/ Richard F Tusing
	Richard F Tusing
	Title:  Chief Operating Officer

Advisor:
By:	/s/ Daniel R. Dwight
	Daniel R. Dwight

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ATTACHMENT A

Statement of Work #1

I.  Dwight to respond to verbal and written inquiries from R. Tusing and B. Salzman concerning Transition Services as defined in the Severance Agreement and General Release.

II.  Dwight to create Kronos work product or commentary to Kronos work product or other consulting services as requested in writing by R. Tusing and B. Salzman.

Advisor’s Fee shall be $300 per hour.  Monthly invoice with hours per approved Statement of Work # to be sent to R. Tusing at the Kronos Corporate address and copy via email.