Energy and Engine Technology Corporation Form of Employment Agreement

EXECUTIVE EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (the "Agreement"), dated as of March __, 2005, between ENERGY & ENGINE TECHNOLOGY CORPORATION, a Nevada corporation (the "Company"), and ____________________________________ (the "Executive").

WHEREAS, the Company desires to provide for the continued services and employment of the Executive with the Company and the Executive wishes to provide such services and to continue his employment with the Company, all in accordance with the terms and conditions provided herein.

NOW, THEREFORE, in consideration of the premises and the respective covenants and agreements of the parties herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1.	EMPLOYMENT. The Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by and to serve the Company, effective as of March 1, 2005 (the "Effective Date"), on the terms and conditions set forth herein.

TERM. The term of this Agreement shall commence on the Effective Date hereof and terminate on February 28, 2010, unless further extended or sooner terminated as provided in this Agreement. Commencing on February 28, 2010, and on each anniversary of such date thereafter (each date, an "Anniversary Date"), the term of the Executive's employment shall automatically be extended for one additional year, unless not later than six months prior to such Anniversary Date either party shall have given notice (a "Nonrenewal Notice") to the other party that it does not wish to extend this Agreement. References hereinafter to the "Term" of this Agreement shall refer to both the initial term and any extended term of the Agreement hereunder. Notwithstanding expiration of the Term or other provisions that survive by their intent, the provisions of Paragraphs 3(b), 9 and 10 hereof shall continue in effect.

3.	NATURE OF PERFORMANCE.

(a)

POSITION AND DUTIES. The Executive shall serve as Chief Executive Officer and President of the Company and shall have such responsibilities, duties and authority consistent with such positions as may from time to time be determined by the Board of Directors of the Company (the "Board"). The Executive shall report directly to the Board. The Executive shall devote substantially all of his working time to the business and affairs of the Company; provided that, this Agreement shall not be interpreted to prohibit the Executive from making passive investments, engaging in charitable activities or, subject to prior approval of the Board (which approval shall not be unreasonably withheld), serving on the board of directors of any other corporation.

(b)

INDEMNIFICATION. To the fullest extent permitted by law and the Company's articles of incorporation and bylaws, the Company shall indemnify the Executive for all amounts (including, without limitation, judgments, fines, settlement payments, losses, damages, costs and expenses (including reasonable attorneys' fees)) incurred or paid by the Executive in connection with any action, proceeding, suit or investigation arising out of or relating to the performance by the Executive of services for, or acting as a fiduciary of any employee benefit plans, programs or arrangements of the Company or as a director, officer or employee of, the Company or any subsidiary thereof. Following the Term, the Company shall continue to indemnify the Executive with respect to such services performed during the Term, to the same extent as the Company indemnifies its officers, directors, employees and fiduciaries, as applicable. Executive shall be provided director and officer liability insurance coverage by the Company on the same terms and conditions as that being provided to any other director and officer of the Company from time to time during the Term hereof.

PLACE OF PERFORMANCE. In connection with the Executive's employment by the Company, the Executive shall be based at the principal executive offices of the Company in Plano, TX or at such other principal executive office in the Dallas Fort Worth Metroplex as the Company may hereafter maintain, except for required travel on the Company's business.

5.	COMPENSATION AND RELATED MATTERS.

(a)

ANNUAL COMPENSATION.

(i)

BASE SALARY. During the period of the Executive's employment hereunder, the Company shall pay to the Executive an annual base salary at a rate not less than $260,000, such salary to be paid in conformity with the Company's policies relating to salaried employees. This salary may be (but is not required to be)increased from time to time, subject to and in accordance with the annual executive performance review procedures of the Company and, if so increased, shall not thereafter be decreased during the Term of this Agreement. Compensation of the Executive by salary payments shall not be deemed exclusive and shall not prevent the Executive from participating in any other compensation or benefit plan of the Company. The salary payments (including any increased salary payments) hereunder shall not in any way limit or reduce any other obligation of the Company hereunder, and no other compensation, benefit or payment hereunder shall in any way limit or reduce the obligation of the Company to pay the Executive's salary hereunder.

(ii)

ANNUAL BONUS. During the period of Executive's employment hereunder, the Executive shall be eligible to participate in the Company's annual bonus plan as in effect from time to time, and shall be entitled to receive such amounts (a "Bonus") as may be authorized, declared and paid by the Company pursuant to the terms of such plan; provided that, notwithstanding any contrary provisions of such bonus plan, unless the Executive's employment is terminated by the Company for Cause (as defined in Paragraph 6(c) hereof) or by the Executive other than for Good Reason, as defined in Paragraph 6(d)(1) hereof), the Executive shall be entitled to receive any Bonus paid with respect to any bonus period completed on or prior to the Date of Termination or, in the case a Nonrenewal Notice is given by the Company, through the scheduled expiration date of the Term (even if the Executive terminates his employment prior to such scheduled expiration date for Good Reason under Paragraph 6(d)(1)(v) hereof). The Company may maintain a Management Performance Compensation Plan (the "Performance Plan") pursuant to which it will pay performance bonus compensation to certain of its executives and employees. It is agreed that Executive shall participate in the Performance Plan. Executive's Performance Percentage (as that term is to be defined in the Performance Plan) shall be established at 80% per annum during the Term. Executive shall also participate in the Long Term Cash Incentive Compensation Plan to be maintained by the Company and his Target Award (as defined in such plan) shall be 50%.

	(b)	STOCK OPTIONS/WARRANTS. The Executive will be granted a warrant/stock option equal to 25,000 shares per month, for each month commencing April 1, 2005,with an exercise price of the closing price on the trading day immediately preceding the date of issuance, each with a term of five years from the date of issuance, with cashless exercise provisions, throughout the term of this Agreement that Executive remains continuously employed by the Company, which Options shall vest immediately upon receipt.

		The Company shall enter into Stock Option or Warrant Agreements with the Executive for the above stock option/warrant grants, incorporating the terms set forth above, and otherwise substantially on the terms and conditions set forth in the form of the Company's standard Stock Option/Warrant Agreement previously approved by the Board of Directors.

(c)

OTHER BENEFITS. During the period of Executive's employment hereunder, the Executive shall continue to be entitled to participate in all other employee benefit plans, programs and arrangements of the Company, as now or hereinafter in effect, which are applicable to the Company's employees generally or to its executive officers, as the case may be, including, additional executive stock option or deferred compensation plans, subject to and on a basis consistent with the terms, conditions and overall administration of such plans, programs and arrangements. During the period of Executive's employment hereunder, the Executive shall be entitled to participate in and receive any fringe benefits or perquisites which may become available to the Company's executive employees. Without limiting the generality of the foregoing, the Company shall provide the Executive with financial planning and tax preparation services on a tax-free basis.

(d)

VACATIONS AND OTHER LEAVES. The Executive shall be entitled to an aggregate paid vacation of not less than four (4) weeks for each twelve (12) month period of the Term hereof (or more, pursuant to Company policy). Payment for any accrued and unused vacation time at the time of termination of this Agreement shall be in accordance with the Company's policies at the time of such termination. The Executive shall be entitled to paid holidays and personal leave days in accordance with the Company policy covering executive employees.

(e)

EXPENSES. During the period of the Executive's employment hereunder, the Executive shall be entitled to receive prompt reimbursement for all reasonable and customary expenses incurred by the Executive in performing services hereunder, including all expenses of travel and accommodations while away from home on business or at the request of and in the service of the Company; provided that, such expenses are incurred and accounted for in accordance with the policies and procedures established by the Company. It is understood and agreed by Executive that such reimbursement shall not cover expenses and costs incurred by him in connection with his commuting from his principal residence as described in Paragraph 4 of this Agreement.

(f)

SERVICES FURNISHED. The Company shall furnish the Executive with office space, stenographic assistance and such other facilities and services as shall be suitable to the Executive's position and adequate for the performance of his duties hereunder.

6.	TERMINATION. The Executive's employment hereunder may be terminated without breach of this Agreement only under the following circumstances:

(a)

DEATH. The Executive's employment hereunder shall terminate upon his death.

(b)

DISABILITY. If, as a result of the Executive's incapacity due to physical or mental illness, the Executive shall have been absent from his duties hereunder on a full time basis for the entire period of six (6) consecutive months, and within thirty (30) days after written Notice of Termination (as defined below) is given (which may occur before or after the end of such six (6) month period) shall not have returned to the performance of his duties hereunder on a full-time basis, the Executive's employment hereunder shall terminate for "Disability."

(c)

CAUSE. The Company may terminate the Executive's employment hereunder for "Cause". For purposes of this Agreement, the Company shall have "Cause" to terminate the Executive's employment hereunder upon (i) the Executive's conviction for the commission of any act or acts constituting a felony under the laws of the United States or any state thereof, (ii) action by the Executive toward the Company involving dishonesty (other than good faith expense account disputes), (iii) the Executive's gross nonfeasance which does not cease within ten (10) business days after notice regarding such nonfeasance has been given to the Executive by the Company or (iv) failure of the Executive to comply with the provisions of Paragraph 9 (prior to a cessation of employment following a Change in Control of the Company) or 10 of this Agreement.

(d)

TERMINATION BY THE EXECUTIVE.

(1)

The Executive may terminate his employment hereunder for "Good Reason". For purposes of this Agreement, the Executive shall have "Good Reason" to terminate his employment hereunder (i) upon a failure by the Company to comply with any material provision of this Agreement which has not been cured within ten (10) business days after notice of such noncompliance has been given by the Executive to the Company, (ii) upon action by the Company resulting in a diminution of the Executive's title or authority, (iii) upon the Company's relocation of the Executive's principal place of employment outside of the Dallas Metropolitan Area, (iv) one year after a "Change in Control of the Company" (as defined in Paragraph (d)(2) below) or (v) at any time following the expiration of ninety (90) days following the Company's issuance of a Nonrenewal Notice. The Executive may terminate his employment voluntarily without Good Reason upon at least three months' prior notice to the Company.

(2)

For purposes of this Agreement, a "Change in Control of the Company" will be deemed to have occurred if:

(A)

any "person", as such term is used in Paragraphs 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than (1) any person who on the date hereof is a director or officer of the Company, (2) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (3) any corporation owned, directly or indirectly, by the stockholders of the Company (in substantially the same proportion as their ownership of stock of the corporation) (a "Person") is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding voting securities;

(B)

during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (A), (C) or (D) of this Paragraph 6(d)(2)) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

(C)

there is consummated a merger or consolidation of the Company with any other corporation, other than (1) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (2) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the beneficial owner (as defined in (A) above), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities; or

(D)

the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets.

(E)

NOTICE OF TERMINATION. Any termination of the Executive's employment by the Company or by the Executive (other than termination under Paragraph 6(a) hereof) shall be communicated by written Notice of Termination to the other party hereto in accordance with Paragraph 12 hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision to indicated.

(F)

DATE OF TERMINATION. "Date of Termination" shall mean (i)if the Executive's employment is terminated by his death, the date of his death, (ii) if the Executive's employment is terminated pursuant to subparagraph (b) above, the date which is the later of thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the performance of his duties on a full-time basis during such thirty (30) day period) or the end of the six (6) consecutive month period referred to in subparagraph (b) above, and (iii) if the Executive's employment is terminated pursuant to subparagraph (c) or (d) above, the date specified in the Notice of Termination; provided that, if within thirty (30) days after any Notice of Termination is given the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties or by a binding and final arbitration award.

7.	COMPENSATION UPON TERMINATION OR DURING DISABILITY.

(a)

DISABILITY. During any period that the Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, the Executive shall continue to receive his full salary at the rate then in effect for such period and other applicable benefits provided to active employees until his employment is terminated pursuant to Paragraph 6(b) hereof. Subject to the provisions of Paragraph 9 hereof, in the event the Executive's employment is terminated pursuant to Paragraph 6(b) hereof, then

(i)

as soon as practicable thereafter, the Company shall pay the Executive all unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination under Paragraph 5(a)hereof and shall pay to the Executive, in accordance with the terms of the applicable plan or program, all other unpaid amounts to which Executive is then entitled under any compensation or benefit plan or program of the Company (collectively, "Accrued Obligations"); and

(ii)

following the Date of Termination and for a period of twelve (12) months thereafter (the "Disability Severance Period"), the Company shall pay the Executive monthly an amount equal to (x)the quotient of (A) the sum of (1) the Executive's annual base salary at the rate in effect as of the Date of Termination and (2) the average of the annual bonuses earned by the Executive in the three fiscal years of the Company ended immediately prior to the Date of Termination, divided by (B) the number twelve (12)(such quotient being referred to herein as the "Severance Payments"), minus (y) any amounts payable to the Executive during such month as a disability benefit under a Company paid plan.

(b)

DEATH. If the Executive's employment is terminated by his death, the Company shall pay to the person(s) or entity set forth in Paragraph 11(b) hereof the Accrued Obligations and the Severance Payments at the time(s) set forth in Paragraphs 7(a)(i)and 7 (a)(ii) hereof.

(c)

TERMINATION FOR CAUSE; VOLUNTARY TERMINATION WITHOUT GOOD REASON. If the Executive's employment is terminated by the Company for Cause or voluntarily by the Executive for other than Good Reason (including by reason of the expiration of the Term of this Agreement as a result of a Nonrenewal Notice having been given by the Executive), the Company shall pay the Accrued Obligations to the Executive at the time(s) set forth in Paragraph 7(a)(i) hereof and the Company shall have no further obligations to the Executive under this Agreement.

(d)

TERMINATION WITHOUT CAUSE; TERMINATION FOR GOOD REASON; NONRENEWAL. If (i) the Company shall terminate the Executive's employment other than for Disability pursuant to Paragraph 6(b) or for Cause, (ii) the Executive shall terminate his employment for Good Reason, or (iii) the Term of this Agreement expires as a result of a Nonrenewal Notice having been provided by the Company, then, subject to the provisions of Paragraph 9 hereof:

(1)

the Company shall pay the Accrued Obligations to the Executive at the time(s) set forth in Paragraph 7(a)(i) hereof;

		(2)	(A) unless clause (B) below applies, then following the Date of Termination and for the longer of twelve months thereafter or the remaining Term of this Agreement, the Company shall pay to the Executive monthly an amount equal to the Severance Payments (as defined in Paragraph 7(a)(ii)hereof), or (B) in the event the Date of Termination occurs following a Change in Control, then, within five (5) days after the Date of Termination, the Company shall pay to the Executive in a lump sum an amount equal to the product of x) the sum of the Executive's base salary at the rate in effect as of the Date of Termination and the average of the annual bonuses earned by the Executive in the three fiscal years of the Company ended immediately prior to the Date of Termination(or, if higher, in the three fiscal years of the Company ended immediately prior to the Change in Control) multiplied by(y)the number three (3). For purposes of this subparagraph (2): (i) if the Date of Termination occurs prior to the occurrence of a Change in Control but during the pendency of a Potential Change in Control (as hereinafter defined), such Date of Termination shall be deemed to have occurred following a Change in Control and (ii) a "Potential Change in Control" shall be deemed to have occurred if the event set forth in any one of the following clauses shall have occurred:
			(i)	the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;

(ii)

the Company or any Person (as defined in Paragraph 6(d)(2)(A)hereof)publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control;

(iii)

any Person becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 15% or more either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securities(not including in the securities beneficially owned by such Person any securities acquired directly from the Company); or

			(iv)	the Board adopts a resolution to the effect that, for purposes of this subparagraph(2), a Potential Change in Control has occurred.

				The pendency of a Potential Change in Control shall immediately cease upon the adoption of a resolution of the Company's Board of Directors to that effect.

(3)

the Executive shall continue to be provided with the same medical and life insurance coverage as existed immediately prior to the applicable Notice of Termination or Notice of Nonrenewal, as the case may be, such coverage to continue throughout the period with respect to which the Executive is entitled to receive Severance Payments (or, if clause (B) of Paragraph 7(d)(2) applies, for a period of three (3) years following the Date of Termination);

(4)

the Executive shall be provided with outplacement services commensurate with his position;

(5)

the Executive shall be entitled to continue to exercise all outstanding options that were or became exercisable as of the Date of Termination until the 90th day following expiration of the period with respect to which the Executive is entitled to receive Severance Payments (or, if clause (B)of Paragraph 7(d)(2)applies, following the third anniversary of the Date of Termination), but in no event after expiration of the term of such options;

(6)

any unvested stock options shall become fully vested and exercisable and any unvested restricted shares shall become fully vested; and

(7)

the Company shall pay the Executive, at the same time as bonuses are paid to other Company executives, a Bonus with respect to the fiscal year in which occurs the Date of Termination, such Bonus to be based upon actual performance for such fiscal year and pro rated to reflect the number of days in such fiscal year through and including the Date of Termination.

GROSS-UP PAYMENT. In the event that any payment or benefit received or to be received by the Executive in connection with a Change in Control of the Company or the termination of the Executive's employment, whether such payments or benefits are received pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control of the Company or any person affiliated with the Company or such person (all such payments and benefits being hereinafter called "Total Payments"), would be subject (in whole or part), to the tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall pay to the Executive such additional amounts (the "Gross-Up Payment") as may be necessary to place the Executive in the same after-tax position as if no portion of the Total Payments had been subject to the Excise Tax. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to the reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income tax imposed on the Gross-Up Payment being repaid by the Executive to the extent that such repayment results in a reduction in Excise Tax and/or federal, state or local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence of which cannot be determined at the time of the Gross-Up Payment, the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect of such excess) at the time that the amount of such excess if finally determined. The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments.

9.	NONSOLICITATION; NONCOMPETE.

(a)

Subject to (c) below, during the period of Executive's employment, during the period he is receiving Severance Payments hereunder and, in the case where the Executive's employment is terminated for Cause or Executive voluntarily terminates his employment without Good Reason, for a period of twelve (12) months following such termination, the Executive shall not initiate discussions (of a non-isolated nature) with any person who is then an executive employee of the Company (i.e., director level or above) with the intent of soliciting or inducing such person to leave his or her employment with a view toward joining the Executive in the pursuit of any business activity (whether or not such activity involves engaging or participating in a Competitive Business (as defined below)). Notwithstanding any other provision of this Agreement to the contrary, in the event Executive fails to comply with the preceding sentence, all rights of the Executive and his surviving spouse or other beneficiary hereunder to any future Severance Payments and continuing life insurance and medical coverage and all rights with respect to restricted stock and exercisability of stock options shall be forfeited; provided that, the foregoing shall not apply if such failure of compliance commences following a Change in Control of the Company.

(b)

Subject to (c) below, as long as Executive receives Severance Payments, or in the case where the Executive's employment is terminated for Cause or Executive voluntarily terminates his employment without Good Reason, for a period of twelve (12) months following such termination, Executive shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld), engage or participate in any business which is "in competition" (as defined below) with the business of the Company or any of its 50% or more owned affiliates (such business being referred to herein as a "Competitive Business"). Notwithstanding any other provision of this Agreement to the contrary, in the event the Executive fails to comply with the preceding sentence, all rights of the Executive and his surviving spouse or other beneficiary hereunder to any future Severance Payments and continuing life insurance and medical coverage and all rights with respect to restricted stock and exercisability of stock options shall be forfeited; provided that, the foregoing shall not apply if such failure of compliance commences following a Change in Control of the Company.

(c)

In the event of a violation of Paragraphs 9(a) or 9(b) hereof, the remedies of the Company shall be limited to (i) if such violation occurs during the period of Executive's employment hereunder, termination of the Executive for Cause and the associated rights of the Company specified herein resulting therefrom, (ii) regardless of when such violation occurs, forfeiture by the Executive of the payments and benefits set forth in paragraphs (a) and (b) above if and to the extent provided in such paragraphs, and (iii) the right to seek injunctive relief in accordance with and to the extent provided in Paragraph 16 hereof; provided, such injunctive relief may only be sought for competitive activity under Paragraph (b) above if such activity occurs during employment or after Executive's dismissal for Cause or Executive voluntarily terminates his employment without Good Reason.

(d)

For purposes hereof, a business will be "in competition" with the business of the Company or its 50% or more owned affiliates only if (i) the Company's business with which the other business competes accounted for 20% or more of the Company's consolidated revenues as of the end of its most recently completed fiscal year prior to the Date of Termination, and (ii) the entity (including all 50% or more owned affiliates) through which the other business is or will be operated maintains a truck auxiliary power unit business which generated at least $50 million in revenues during the entity's most recently completed fiscal year ended prior to the date the Executive commences (or proposes to commence) to engage or participate in the other business.

(e)

Notwithstanding the foregoing, the Executive's engaging in the following activities shall not be construed as engaging or participating in a Competitive Business: (i) investment banking; (ii) passive ownership of less than 5% of any class of securities of a public company; (iii) engaging or participating in noncompetitive businesses of an entity which also operates a business which is "in competition" with the business of the Company or its affiliates; (iv) serving as an outside director of an entity which operates a business which is "in competition" with the business of the Company or its affiliates, so long as such business did not account for 10% or more of the consolidated revenues of such entity as of the end of its most recently completed fiscal year prior to the date Executive commences (or proposes to commence) serving as a outside director; (v) engaging in a business involving licensing arrangements so long as such business is not an in-house arrangement for any entity "in competition" with the business of the Company or its affiliates; or (vi) affiliation with a law firm, if a lawyer, or with an accounting firm, if a CPA.

10.	PROTECTION OF CONFIDENTIAL INFORMATION.

(a)

Executive acknowledges that his employment by the Company will, throughout the Term of this Agreement, involve his obtaining knowledge of confidential information regarding the business and affairs of the Company. In recognition of the foregoing, the Executive covenants and agrees that:

(i)

except in compliance with legal process, he will keep secret all confidential matters of the Company which are not otherwise in the public domain and will not intentionally disclose them to anyone outside of the Company, wherever located (other than to a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by Executive of his duties as an executive officer of the Company), either during or after the Term, except with the prior written consent of the Board or a person authorized thereby; and

(ii)

he will deliver promptly to the Company on termination of his employment, or at any other time the Company may so request, all memoranda, notes, records, customer lists, reports and other documents (and all copies thereof) relating to the business of the Company which he obtained while employed by, or otherwise serving or acting on behalf of, the Company and which he may then possess or have under his control.

(b)

Notwithstanding the provisions of Paragraph 16 of this Agreement, if the Executive commits a breach of the provisions of Paragraphs 10(a)(i) or 10(a)(ii), the Company shall have the right and remedy to have such provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company.

11.	SUCCESSORS; BINDING AGREEMENT.

(a)

Neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation by the Executive (except by will or by operation of the laws of intestate succession) or by the Company, except that the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, "Company" shall mean the Company as herein before defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Paragraph 11 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

(b)

This Agreement and all rights of the Executive hereunder shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributes, devises and legatees. If the Executive should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's devisee, legatee, or other designee or, if there be no such designee, to the Executive's estate.

12.	NOTICE. For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered to the Executive or an executive officer of the Company, mailed by United States certified or registered mail, return receipt requested, postage prepaid, or by overnight courier service, to the address as follows:

	If to the Company:

		Energy & Engine Technology Corporation
		5308 West Plano Parkway
		Plano, TX 75093
		(972) 732-6360 ph
		(972) 732-6440 f
		Attn: General Counsel

If to the Executive:

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

13.

MISCELLANEOUS. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in a writing signed by the Executive and such officer of the Company as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas without regard to its conflicts of law principles.

14.	VALIDITY. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

15.	COUNTERPARTS. This Agreement may be executed in one or more counterparts and by facsimile signature each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

16.

ARBITRATION. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration conducted before a panel of three arbitrators in Plano, Texas in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction; provided that, the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Paragraph 9 of the Agreement during the period of Executive's employment or following Executive's termination of employment for Cause or the voluntary termination of employment by Executive without Good Reason or of Paragraph 10 of this Agreement at any time, and the Executive hereby consents that such restraining order or injunction may be granted without the necessity of the Company's posting any bond; and further provided that, the Executive shall be entitled to seek specific performance of his right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company shall pay directly or reimburse the Executive for any legal fees incurred by Executive in connection with any arbitration related to the last proviso of the preceding sentence and any other arbitration in which he prevails.

17.

ENTIRE AGREEMENT. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes any and all other prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto.

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

ENERGY & ENGINE TECHNOLOGY CORPORATION

	By:
	Name:
	Title:

EXECUTIVE

	Signature:
	Printed Name: