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EXHIBIT 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement") is made and entered into on this 5th day of

December , 2012 by and between Abakan Inc., of 2665 Bayshore Drive, Suite 450, Miami, Florida 33133

USA (the "Company"), and David G. Charbonneau (hereinafter, the "Executive").

W I T N E S S E T H:

WHEREAS, the Executive is to be employed as Chief Financial Officer and Principal Accounting

Officer of the Company.

WHEREAS, the Executive possesses intimate knowledge of the business and affairs of the

Company, its policies, methods and personnel;

WHEREAS, the Board of Directors of the Company recognizes that the Executive will contribute

to the growth and success of the Company, and desires to assure the Company of the Executive's

continued employment and to compensate him therefor;

WHEREAS, the Board has determined that this Agreement will reinforce and encourage the

Executive's continued attention and dedication to the Company;

WHEREAS, the Executive is willing to make his services available to the Company on the terms

and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, and

for other good and valuable consideration, the receipt and sufficiency of which are mutually

acknowledged, the Company and the Executive hereby agree as follows:

1. Definitions.

When used in this Agreement, the following terms shall have the following meanings:

(a)

“Accrued Obligations” means:

(i)

all accrued but unpaid Base Salary through the end of the Term of

Employment;

(ii)

any unpaid or un-reimbursed expenses incurred in accordance with

Company policy, including amounts due under Article 5(a) hereof, to the extent incurred during the Term

of Employment; and

(iii)

those vested benefits provided under the Company’s employee benefit

plans, stock options plans, deferred compensation plans, programs or arrangements in which the

Executive participates, in accordance with the terms thereof.

(iv)

any earned unpaid Bonus or Retention Award in respect to any

completed fiscal year that has ended on or prior to the end of the Term of Employment; and

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Employment Agreement – David G. Charbonneau

(v)

rights to indemnification by virtue of the Executive’s position as an

officer or director of the Company or its subsidiaries and the benefits under any directors’ and officers’

liability insurance policy maintained by the Company, in accordance with its terms thereof.

(b)

“Affiliate” means any entity that controls, is controlled by, or is under common

control with, the Company.

(c)

“Base Salary” means the salary provided for in Article 4(a) hereof or any

increased salary granted to Executive pursuant to Article 4(a) hereof.

(d)

“Beneficial Ownership” shall have the meaning ascribed to such term in Rule

13d-3 promulgated under the Securities Exchange Act of 1934, as amended.

(e)

“Board” means the Board of Directors of the Company.

(f)

“Bonus” means any bonus payable to the Executive pursuant to Article 4(b)

hereof.

(g)

“Bonus Period” means the period for which a Bonus is payable. Unless

otherwise specified by the Board, the Bonus Period shall be the fiscal year of the Company.

(h)

“Cause” means:

(i)

a conviction of the Executive, or a plea of nolo contendere, to a felony

involving moral turpitude; or

(ii)

willful misconduct or gross negligence by the Executive resulting, in

either case, in material economic harm to the Company or any Related Entities; or

(iii)

a willful continued failure by the Executive to carry out the reasonable

and lawful directions of the Board; or

(iv)

fraud, embezzlement, theft or dishonesty of a material nature by the

Executive against the Company or any Affiliate or Related Entity, or a willful material violation by the

Executive of a policy or procedure of the Company or any Affiliate or Related Entity, resulting, in any

case, in material economic harm to the Company or any Affiliate or Related Entity; or

(v)

Executive’s failure to fulfill those functions currently fulfilled by a

consultant in respect to the preparation and compilation of quarterly and annual financial statements and

notes on or before the preparation of the Company’s Form 10-Q for the period ended February 29, 2013;

or commencing on February 29, 2013, the Company’s quarterly and annual statements requiring more

than two extensions on Form 12b-25 over any rolling three (3) year period if the Executive’s conduct

directly caused the need for such extensions; or

(vi)

a willful material breach by the Executive of this Agreement.

An act or failure to act shall not be “willful” if (i) done by the Executive in good faith or (ii) the Executive

reasonably believed that such action or inaction was in the best interests of the Company and the Related

Entities.

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Employment Agreement – David G. Charbonneau

(i)

“Change in Control” means:

(i)

The acquisition by any Person of Beneficial Ownership of more than

fifty percent (50%) of the then outstanding shares of common stock of the Company (the “Outstanding

Company Common Stock”) (the foregoing Beneficial Ownership hereinafter being referred to as a

"Controlling Interest"); provided, however, that for purposes of this definition, the following acquisitions

shall not constitute or result in a Change of Control: (v) any acquisition directly from the Company; (w)

any acquisition by the Company; (x) any acquisition by any person that as of the Commencement Date

owns Beneficial Ownership of a Controlling Interest; (y) any acquisition by any employee benefit plan (or

related trust) sponsored or maintained by the Company or any subsidiary of the Company; or (z) any

acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of

subsection (iii) below; or

(ii)

During any period of two (2) consecutive years (not including any period

prior to the Commencement Date) individuals who constitute the Board on the Commencement Date (the

“Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided,

however, that any individual becoming a director subsequent to the Commencement Date whose election,

or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority

of the directors then comprising the Incumbent Board shall be considered as though such individual were

a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial

assumption of office occurs as a result of an actual or threatened election contest with respect to the

election or removal of directors or other actual or threatened solicitation of proxies or consents by or on

behalf of a Person other than the Board; or

(iii)

Consummation of a reorganization, merger, statutory share exchange or

consolidation or similar corporate transaction involving the Company or any of its subsidiaries, a sale or

other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or

stock of another entity by the Company or any of its subsidiaries (each a “Business Combination”), in

each case, unless, following such Business Combination, (A) all or substantially all of the individuals and

entities who were the Beneficial Owners, respectively, of the Outstanding Company Common Stock and

Outstanding Company Voting Securities immediately prior to such Business Combination beneficially

own, directly or indirectly, more than fifty percent (50%) of the then outstanding shares of common stock

and the combined voting power of the then outstanding voting securities entitled to vote generally in the

election of directors, as the case may be, of the corporation resulting from such Business Combination

(including, without limitation, a corporation which as a result of such transaction owns the Company or

all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in

substantially the same proportions as their ownership, immediately prior to such Business Combination of

the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may

be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such

corporation resulting from such Business Combination beneficially owns, directly or indirectly, twenty

percent (20%) or more of, respectively, the then outstanding shares of common stock of the corporation

resulting from such Business Combination or any Person that as of the Commencement Date owns

Beneficial Ownership of a Controlling Interest beneficially owns, directly or indirectly, more than fifty

percent (50%) of the then outstanding shares of common stock of the corporation resulting from such

Business Combination or the combined voting power of the then outstanding voting securities of such

corporation except to the extent that such ownership existed prior to the Business Combination, and (C) at

least a majority of the members of the Board of Directors of the corporation resulting from such Business

Combination were members of the Incumbent Board at the time of the execution of the initial agreement,

or of the action of the Board, providing for such Business Combination; or

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Employment Agreement – David G. Charbonneau

(iv)

approval by the shareholders of the Company of a complete liquidation

or dissolution of the Company.

(j)

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of

1985, as amended from time to time.

(k)

“Code” means the Internal Revenue Code of 1986, as amended.

(l)

“Commencement Date” means December 10, 2012.

(m)

“Common Stock” means the common stock of the Company, par value $0.0001

per share.

(n)

“Competitive Activity” means an activity that is in material or direct competition

with the Company in any of the States within the United States, or countries within the world, in which

the Company conducts business with respect to a business in which the Company engaged while the

Executive was employed by the Company.

(o)

“Confidential Information” means all trade secrets and information disclosed to

the Executive or known by the Executive as a consequence of or through the unique position of his

employment with the Company or any Related Entity (including information conceived, originated,

discovered or developed by the Executive and information acquired by the Company or any Related

Entity from others) prior to or after the date hereof, and not generally or publicly known (other than as a

result of unauthorized disclosure by the Executive), about the Company or any Related Entity or its

business.

(p)

“Deferred Compensation” means any accrual of compensation pursuant to a

Related Entity’s Non-qualified Defined Contribution Plan.

(q)

“Disability” means the Executive’s inability, or failure, to perform the essential

functions of his position, with or without reasonable accommodation, for any period of three months or

more in any 12 month period, by reason of any medically determinable physical or mental impairment

which can be expected to result in death or can be expected to last for a continuous period of not less than

12 months.

(r)

“Equity Awards” means any stock options, restricted stock, restricted stock units,

stock appreciation rights, phantom stock or other equity based awards granted by the Company or any of

its Affiliates to the Executive.

(s)

“Excise Tax” means any excise tax imposed by Section 4999 of the Code,

together with any interest and penalties imposed with respect thereto, or any interest or penalties are

incurred by the Executive with respect to any such excise tax.

(t)

“Expiration Date” means the date on which the Term of Employment, including

any renewals thereof under Article 3(b), shall expire.

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Employment Agreement – David G. Charbonneau

(u)

“Good Reason” means:

(i)

the assignment to the Executive of any duties inconsistent in any material

respect with the Executive's position (including status, titles and reporting requirements), authority, duties

or responsibilities as contemplated by Article 2(b) of this Agreement, or any other action by the Company

that results in a material diminution in such position, authority, duties or responsibilities, excluding for

this purpose an isolated, insubstantial and inadvertent action not taken in bad faith which is remedied by

the Company promptly after receipt of notice thereof given by the Executive;

(ii)

any material failure by the Company to comply with any of the material

provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in

bad faith that is remedied by the Company promptly after receipt of notice thereof given by the

Executive;

(iii)

any instruction by the Company to act in any manner that is unlawful or

contrary to Securities and Exchange Commission rules and regulations, other than an isolated,

insubstantial or inadvertent instruction not given in bad faith that is remedied by the Company promptly

after receipt of notice thereof given by the Executive; and

(iv)

any termination by the Company of the Executive’s employment other

than for Cause pursuant to Article 6(b), or by reason of the Executive’s Disability pursuant to Article 6(c)

of this Agreement, prior to the Expiration Date

(v)

“Group” shall have the meaning ascribed to such term in Section 13(d) of the

Securities Exchange Act of 1934.

(w)

“Initial Term” means December 10, 2012 to December 31, 2015.

(x)

“Non-qualified Defined Contribution Plan” means the 2012 Non-Qualified

Contribution Plan adopted by the board of directors of a Related Entity, as amended from time to time,

and any successor thereto.

(y)

“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the

Securities Exchange Act of 1934 and used in Sections 13(d) and 14(d) thereof.

(z)

“Related Entity” means any subsidiary, and any business, corporation,

partnership, limited liability company or other entity designated by Board in which the Company or a

subsidiary holds a substantial ownership interest.

(aa)

“Restricted Period” shall be the Term of Employment and if the Term of

Employment is terminated for any reason other than by the Company for Cause or by the Executive for

Good Reason, the eighteen (18) month period immediately following termination of the Term of

Employment. Notwithstanding the foregoing, the Restricted Period shall end in the event that (i) the

Company fails to make any payments or provide any Benefits required by Article 6 hereof with 15 days

of written notice from the Executive of such failure or (ii) the Company no longer has the rights to the

confidential information.

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Employment Agreement – David G. Charbonneau

(bb)

“Severance Amount” shall be in the event of termination of the Executive’s

employment by the Company without Cause, or by the Executive with Good Reason, an amount equal to

the following based on when the Termination Date occurs after the Commencement Date: a) 0-12 months

-$100,000, b) 13-24 months - $150,000 and c) over 24 months - $200,000. The total amount shall be due

within one month of the effective date of the Termination Date, a minimum of $100,000 which is payable

in cash and the remainder up to an aggregate of $100,000 is payable in shares of the Company’s Common

Stock.

(cc)

“Severance Term” means the one (1) year period following the Termination

Date.

(dd)

“Stock Option” means a right granted to the Executive under Article 5(d) hereof

to purchase Common Stock under the Company’s Stock Option Plan.

(ee)

“Stock Option Plan” means the 2009 Stock Option Plan Directors adopted by

the Company on December 14, 2009, as amended from time to time, and any successor plan thereto.

(ff)

“Term of Employment” means the period during which the Executive shall be

employed by the Company pursuant to the terms of this Agreement.

(gg)

“Termination Date” means the date on which Executive’s employment ends.

Employment.

(a)

Employment and Term.

The Company hereby agrees to employ the Executive and the Executive hereby agrees to

serve the Company during the Term of Employment on the terms and conditions set forth herein.

(b)

Duties of Executive.

During the Term of Employment, the Executive shall be employed and serve as Chief

Financial Officer and Principal Accounting Officer of the Company, and shall have such duties typically

associated with such title, including, without limitation, coordinating the day to day management of the

Company with its Chief Executive Officer, responsibility for the compilation and review of the

Company’s quarterly and annual financial statements and reporting to the Chief Executive, Board, and

audit committee as necessary. The Executive shall faithfully and diligently perform all services as may be

reasonably assigned to him for his position by the Board of the Company, and shall exercise such power

and authority as may from time to time be delegated to him by the Board. The Executive shall devote no

less than 100% of his business time, attention and efforts to the performance of his duties under this

Agreement, render such services to the best of his ability, and use his reasonable best efforts to promote

the interests of the Company. The Executive shall not engage in any other business or occupation, other

than as declared and existing at the Commencement Date during the Term of Employment, including,

without limitation, any activity that (i) conflicts with the interests of the Company or its subsidiaries, (ii)

interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with

the exercise of his judgment in the Company’s best interests and shall cease any other business or

occupation so disclosed or existing at the Commencement Date no later than January 31, 2013.

Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or

violation of this Agreement for the Executive to (x) serve on civic or charitable boards or committees, or

(y) deliver lectures, or fulfill speaking engagements, (z) advise companies, so long as such activities do

not interfere with or detract from the performance of the Executive’s responsibilities to the Company in

accordance with this Agreement.

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Employment Agreement – David G. Charbonneau

Term.

(a)

Initial Term.

The initial Term of Employment under this Agreement, and the employment of the

Executive hereunder, shall commence on the Commencement Date and shall expire on December 31,

2015, unless sooner terminated in accordance with Article 6 hereof.

(b)

Renewal Terms.

At the end of the Initial Term, the Term of Employment automatically shall renew for

two (2) successive one (1) year terms (subject to earlier termination as provided in Section 6 hereof),

unless the Company or the Executive delivers written notice to the other at least three (3) months prior to

the Expiration Date of its or his election not to renew the Term of Employment.

Compensation.

(a)

Base Salary.

The Executive shall earn a Base Salary at the annual rate of $192,000 ($16,000 per month) during the

Term of Employment, with such Base Salary payable in installments consistent with the Company's

normal payroll schedule, subject to applicable withholding and other taxes. Until Executive completes a

detailed financial projection model which can be utilized by Company for credit and external funding, the

Company shall pay in cash $12,000 per month of the Base Salary. The difference of $4,000 per month

shall accrue and be payable upon the completion of the above mentioned model. Upon the accrual being

paid, the full Base Salary shall be remitted on a normal payroll schedule. The Base Salary shall increase

to $18,000 per month, without Board approval, upon the Company completing an accumulative debt or

equity financing, not including any amounts raised by a Related Entity, of no less than $20,000,000. The

Base Salary shall be reviewed, at least annually, for merit increases and may, by action and in the

discretion of the Compensation Committee of the Board, be increased at any time or from time to time,

but may not be decreased from the then current Base Salary. Once the Company has achieved annual

revenues of no less than $50,000,000 it is agreed that the Executive may request that the Compensation

Committee retain a firm specializing in corporate compensation to make Base Salary and Bonus

recommendations in the specific case of the Executive and that the Compensation Committee will act on

such recommendations.

(b)

Bonuses.

(i)

The Executive shall receive such additional bonuses, if any, as the

Compensation Committee and the Board of Directors may in its sole and absolute discretion determine.

(ii)

Any Bonus payable pursuant to this Article 4(b) shall be paid by the

Company to the Executive within 2 ½ months after the end of the Bonus Period for which it is payable.

(c)

Deferred Compensation

The Executive shall earn such deferred compensation, if any, in an amount to be contributed by the

Company at 20% percent of the then current Base Salary, pursuant to a Related Entity’s Non-Qualified

Defined Contribution Plan and shall be vested according to the schedule below:

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Employment Agreement – David G. Charbonneau

 Less than two years subsequent to the Commencement Date – 0%

 More than two years subsequent to the Commencement Date – 20%

 More than three years subsequent to the Commencement Date – 40%

 More than four years subsequent to the Commencement Date – 70%

 Five years subsequent to the Commencement Date – 100%

(d)

Stock Options.

(i)

The Executive shall be granted 125,000 Stock Options, from the Abakan

Inc. 2009 Stock Option Plan, at an exercise price of $2.61 per share, which Stock Options shall vest as

follows: 41,667 options on December 9, 2013, 41,666 options on December 9, 2014, and 41,666 options

on December 9, 2015, subject to the terms and conditions of the Stock Option Agreement (attached hereto

as Appendix A) subject to all terms and conditions of the Stock Option Plan and all rules or regulations of

the Securities and Exchange Commission applicable thereto. Future stock option grants, and the terms

and conditions thereof, shall be determined by the Compensation Committee and the Board of Directors,

or by the Board in its discretion and pursuant to the Stock Option Plan or the plan or arrangement

pursuant to which they are granted.

(ii)

Notwithstanding Executive’s resignation as a Director and concomitant

with assuming the position as Executive with the Company, the Executive shall retain those Stock

Options granted on June 15, 2012 in connection with the Board of Directors Compensation Agreement of

even date which Stock Options shall continue to vest according to said Stock Option Agreement subject

to all terms and conditions of the Stock Option Plan and all rules or regulations of the Securities and

Exchange Commission applicable thereto.

(e)

Retention Award

The Executive shall earn a Retention Award due and payable within 30 days of each annual anniversary

over the Term of Employment equal to $20,000 in the Company’s Common Stock valued as of the date of

each anniversary.

Expense Reimbursement and Other Benefits

(a)

Reimbursement of Expenses.

Upon the submission of proper substantiation by the Executive, and subject to such rules

and guidelines as the Company may from time to time adopt with respect to the reimbursement of

expenses of executive personnel, the Company shall reimburse the Executive for all reasonable expenses

actually paid or incurred by the Executive in the course of and pursuant to the business of the Company.

Executive shall be reimbursed for continuing education classes relating to accounting, up to $4,500 in the

first year and $1,500 per year thereafter during the Term of Employment. The Executive shall account to

the Company in writing for all expenses for which reimbursement is sought and shall supply to the

Company copies of all relevant invoices, receipts or other evidence reasonably requested by the

Company.

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Employment Agreement – David G. Charbonneau

(b)

Compensation/Benefit Programs.

(i)

During the Term of Employment, the Executive shall be entitled to

participate in all medical, dental, hospitalization, accidental death and dismemberment, disability, travel

and life insurance plans, and any and all other plans as are presently and hereinafter offered by the

Company or a Related Entity to its executive personnel, including savings, pension, profit-sharing and

deferred compensation plans, subject to the general eligibility and participation provisions set forth in

such plans. During the Term of Employment the Company shall provide through a Related Entity health

insurance, which shall include medical, dental, vision and prescription coverage for Executive and his

immediate family on the terms and conditions of the Related Entity’s existing health insurance. However,

in the event the Company is not able to enroll Executive in the Company’s benefit plans as outlined in

this paragraph, Company shall reimburse to Executive the cost of obtaining such benefits through an

individual medical and dental family plan as reasonably selected by Executive to the extent that said cost

to the Company is no more than $1,400 per month over the Term of Employment.

(ii) During the Term of Employment and, if applicable on the Termination

Date, until the expiration of the Severance Term, the Company or Related Entity shall also provide term

life insurance up to $500,000 payable to Executive’s designee; if such plan requires medical underwriting

Executive agrees to comply with the insurance carriers underwriting guidelines in order to obtain the

benefit. Unless Executive qualifies at the Standard Health Risk Class or better then neither the Company

nor the Related Entity shall be liable to provide said life insurance benefit.

(iii) During the Term of Employment and, if applicable on the Termination

Date, until the expiration of the Severance Term, the Company or Related Entity shall make all

reasonable efforts to provide an industry standard Non-Cancellable and Guaranteed Renewable executive

long-term disability insurance policy, paying benefits equal to or greater than 66 2/3 % of the Executive’s

Base Salary as of the date of this Agreement, with policy language protecting the Executive for

disabilities in his “Own Occupation” and providing benefits until at least Age 65. Future increases to the

benefit limit will be subject to the disability insurance provider’s maximum issue and participation limit.

Future increases are also subject to the disability insurance providers underwriting guidelines. The

Company shall not be liable to provide any benefits for which the Executive does not qualify based on the

insurance carrier’s underwriting guidelines. If Executive does not qualify at the Standard Health Risk

Class or better, then neither the Company nor the Related Entity shall be liable to provide said benefit. If

such plan requires medical underwriting Executive agrees to comply with the insurance carrier’s

underwriting guidelines in order to obtain this benefit.

(c)

Working Facilities.

During the Term of Employment, the Company shall furnish the Executive with an

office, accounting assistant and such other facilities at the Related Entity’s headquarters in Cleveland and

services suitable to his position and adequate for the performance of his duties hereunder. Upon the

completion of an accumulative combination of proceeds from equity, debt, sales or leasing of technology

rights, not including any amounts raised by a Related Entity, of no less than $6,000,000, Executive may at

his discretion, rent a suitable secondary office at a location suitable to Executive. Executive shall not be

required to relocate or travel on behalf of the Company for more than sixty (60) days per annum without

Executive’s prior written consent.

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(d)

Automobile.

After the realization of an accumulative combination of proceeds from equity, debt, sales or

leasing of technology rights, not including any amounts raised by a Related Entity, of no less than

$6,000,000 the Company shall provide to Executive an automobile allowance of no less than $500.00 per

month.

(e)

Other Benefits.

The Executive shall be entitled to four (4) weeks of paid vacation each calendar year

during the Term of Employment on the first anniversary of the Commencement Date, to be taken at such

times as the Executive and the Company shall mutually determine and provided that no vacation time

shall significantly interfere with the duties required to be rendered by the Executive hereunder. Any

vacation time not taken by Executive during any calendar year may be carried forward into any

succeeding calendar year, subject to a maximum accrual of ten (10) weeks. The Executive shall receive

such additional benefits, if any, as the Board of the Company shall from time to time determine.

Termination.

(a)

General.

The Term of Employment shall terminate upon the earliest to occur of (i) the Executive’s

death, (ii) a termination by the Company by reason of the Executive’s Disability, (iii) a termination by the

Company with or without Cause, or (iv) a termination by Executive with or without Good Reason. Upon

any termination of Executive’s employment for any reason, except as may otherwise be requested by the

Company in writing and agreed upon in writing by Executive, the Executive shall resign from any and all

directorships, committee memberships or any other positions Executive holds with the Company or any

of its subsidiaries.

(b)

Termination by Company for Cause.

The Company shall at all times have the right, upon written notice to the Executive, to

terminate the Term of Employment, for Cause. In no event shall a termination of the Executive’s

employment for Cause occur unless the Company gives written notice to the Executive in accordance

with this Agreement stating with reasonable specificity the events or actions that constitute Cause and

providing the Executive with an opportunity to cure (if curable) within a reasonable period of time. No

termination of the Executive’s employment for Cause shall be permitted unless the Termination Date

occurs during the 120-day period immediately following the date that the events or actions constituting

Cause first become known to the Board. Cause shall in no event be deemed to exist except upon a

decision made by the Board, at a meeting, duly called and noticed, to which the Executive (and the

Executive’s counsel) shall be invited upon proper notice. If the Executive’s employment is terminated by

the Company for Cause by reason of Article 6(b) hereof, and the Executive’s conviction is overturned on

appeal, then the Executive’s employment shall be deemed to have been terminated by the Company

without Cause in accordance with Article 6(e) below. In the event that the Term of Employment is

terminated by the Company for Cause, Executive shall be entitled only to the Accrued Obligations.

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(c)

Disability.

The Executive's employment hereunder shall terminate upon his Disability. The

Executive's employment shall terminate in such a case on the last day of the applicable period;

provided, however, in no event shall the Executive be terminated by reason of Disability unless (i) the

Executive is eligible for the long-term disability benefits set forth in Article 5(b) and (ii) the Executive

receives written notice from the Company, at least 30 days in advance of such termination, stating its

intention to terminate the Executive for reason of Disability and setting forth in reasonable detail the facts

and circumstances claimed to provide a basis for such termination. In the event that the Term of

Employment is terminated due to the Executive’s Disability, in addition to any benefits available from

applicable insurance, the Executive shall be entitled to:

(i)

the Accrued Obligations, payable as and when those amounts would

have been payable;

(ii)

the continuation of the health benefits provided to Executive and his

covered dependents under the Company or Related Entity health plans as in effect from time to time after

the Termination Date at the same cost applicable to active employees until the expiration of the Severance

Term, provided, however, that as a condition of continuation of such benefits, the Company or Related

Entity may require the Executive to elect to continue his health insurance pursuant to COBRA; and

(iii)

the use of disability insurance as described in 5(b) and in the event the

Company is unable to procure said disability insurance benefits for any reason, the Company shall pay the

Executive the Severance Amount based upon the Executive’s length of service at the time of his

Disability.

(d)

Death.

In the event that the Term of Employment is terminated due to the Executive’s death, the

Executive shall be entitled to:

(i)

Accrued Obligations;

(ii)

life insurance benefits of $500,000 to be provided by life insurance

company in which premium shall be paid by the Company, with beneficiary named by Executive and in

the event the Company is unable to procure said life insurance benefits for any reason, the Company shall

pay the Executive’s beneficiary the Severance Amount based upon Executive’s length of service at the

time of his death.; and

(iii)

the continuation of the health benefits provided to the Executive’s

covered dependents under the Company health plans as in effect from time to time after the Executive’s

death at the same cost applicable to dependents of active employees until the expiration of the Severance

Term; provided, however, that as a condition of continuation of such benefits, the Company may require

the covered dependents to elect to continue such health insurance pursuant to COBRA.

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Employment Agreement – David G. Charbonneau

(e)

Termination Without Cause.

The Company may terminate the Term of Employment at any time without Cause, by

written notice to the Executive not less than 30 days prior to the effective date of such termination. In the

event that the Term of Employment is terminated by the Company without Cause (other than due to the

Executive’s Death or Disability) the Executive shall be entitled to:

(i)

the Accrued Obligations;

(ii)

the Severance Amount, payable in cash in three equal installments

commencing 15 days, 45 days and 75 days after the Termination Date; and

(iii)

the continuation of the health benefits provided to Executive and his

covered dependents under the Related Entity health plans as in effect from time to time after the date of

such termination at the same cost applicable to active employees until the expiration of the Severance

Term; provided however, that as a condition of continuation of such benefits, the Company may require

the Executive to elect to continue his health insurance pursuant to COBRA.

(f)

Termination by Executive for Good Reason.

The Executive may terminate the Term of Employment for Good Reason by providing

the Company thirty (30) days’ written notice setting forth in reasonable specificity the event that

constitutes Good Reason, which written notice, to be effective, must be provided to the Company within

one hundred and twenty(120) days of the occurrence of such event. During such thirty (30) day notice

period, the Company shall have a cure right (if curable), and if not cured within such period, the

Executive’s termination shall be effective upon the date immediately following the expiration of the thirty

(30) day notice period, and the Executive shall be entitled to the same payments and benefits as provided

in Article 6(e) above for a termination without Cause.

(g)

Termination by Executive Without Good Reason.

The Executive may terminate his employment without Good Reason by providing the

Company thirty (30) days’ written notice of such termination. In the event of a termination of

employment by the Executive under this Section 6(g), the Executive shall be entitled only to the Accrued

Obligations. In the event of termination of the Executive’s employment under this Article 6(g), the

Company may, in its sole and absolute discretion, by written notice, accelerate such date of termination

and still have it treated as a termination without Good Reason.

(h)

Termination Upon Expiration Date.

In the event that Executive’s employment with the Company terminates upon the

expiration of the Term of Employment, the Executive shall be entitled to and the Company shall pay the

Executive:

(i)

the Accrued Obligations;

(ii)

an amount equal to $200,000 only in the event Executive’s Stock

Options are valued at less than $1,000,000 in excess of the Stock Option exercise price. Any amounts

due shall be paid within 1 month of the effective date of the expiration of the Term of Employment with a

minimum of $100,000 payable in cash and the remainder up to an aggregate of $100,000 payable in

shares of the Company’s Common Stock; and

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Employment Agreement – David G. Charbonneau

(iii)

the continuation of the health benefits provided to Executive and his

covered dependants under the Company health plans as in effect from time to time after the date of such

termination at the same cost applicable to active employees until the expiration of the Severance Term;

provided, however, that as a condition of continuation of such benefits, the Company may require the

Executive to elect to continue his health insurance pursuant to COBRA.

(i)

Change in Control of the Company.

If the Executive’s employment is terminated by the Company without Cause or by the

Executive for Good Reason during (y) the 6-month period preceding the date of the Change in Control or

(z) the two 2 year period immediately following the Change in Control, the Executive shall be entitled to:

(i)

the Accrued Obligations, payable as and when those amounts would

have been payable had the Term of Employment not ended; including the immediate vesting of Stock

Options and Retention Award through the end of the Term of Employment;

(ii)

a payment equal to the maximum Severance Amount of $200,000; and

(iii)

the continuation of the health benefits provided to Executive and his

covered dependants under the Company health plans as in effect from time to time after the date of such

termination at the same cost applicable to active employees until the expiration of the Severance Term;

provided, however, that as a condition of continuation of such benefits, the Company may require the

Executive to elect to continue his health insurance pursuant to COBRA.

(j)

Release.

Any payments due to Executive under this Article 6 (other than the Accrued Obligations

or any unpaid expenses or payments due on account of the Executive’s death) shall be conditioned upon

Executive’s execution of a general release of claims in the form attached hereto as Exhibit A (subject to

such modifications as the Company reasonably may request).

(k)

Cooperation.

Following the Term of Employment, the Executive shall give his assistance and

cooperation willingly, upon reasonable advance notice with due consideration for his other business or

personal commitments, in any matter relating to his position with the Company, or his expertise or

experience as the Company may reasonably request, including his attendance and truthful testimony

where deemed appropriate by the Company, with respect to any investigation or the Company’s defense

or prosecution of any existing or future claims or litigations or other proceedings relating to matters in

which he was involved or potentially had knowledge by virtue of his employment with the Company. In

no event shall his cooperation materially interfere with his services for a subsequent employer or other

similar service recipient. To the extent permitted by law, the Company agrees that (i) it shall promptly

reimburse the Executive for his reasonable and documented expenses in connection with his rendering

assistance and/or cooperation under this Article 6(k) upon his presentation of documentation for such

expenses and (ii) the Executive shall be reasonably compensated for any continued material services as

required under this Article 6(k).

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Employment Agreement – David G. Charbonneau

(l)

Return of Company Property.

Following the Termination Date, the Executive or his personal representative shall return

all Company property in his possession, including but not limited to all computer equipment (hardware

and software), telephones, facsimile machines, palm pilots and other communication devices, credit cards,

office keys, security access cards, badges, identification cards and all copies (including drafts) of any

documentation or information (however stored) relating to the business of the Company, its customers

and clients or its prospective customers and clients.

(m)

Section 409A.

To the extent that the Executive otherwise would be entitled to any payment (whether

pursuant to this Agreement or otherwise) during the six months beginning on the Termination Date that

would be subject to the additional tax imposed under Section 409A of the Code (“Section 409A”), (x) the

payment shall not be made to the Executive during such six month period and instead shall be made to a

trust in compliance with Revenue Procedure 92-64 (the “Rabbi Trust”) and (y) the payment shall be paid

to the Executive on the earlier of the six-month anniversary of the Termination Date or the Executive’s

death or Disability. Similarly, to the extent that the Executive otherwise would be entitled to any benefit

(other than a payment) during the six months beginning on the Termination Date that would be subject to

the Section 409A additional tax, the benefit shall be delayed and shall begin being provided (together, if

applicable, with an adjustment to compensate the Executive for the delay) on the earlier of the six-month

anniversary of the Termination Date, or the Executive’s death or Disability.

(i)

The Company shall not take any action that would expose any payment

or benefit to the Executive to the additional tax of Section 409A, unless (w) the Company is obligated to

take the action under an agreement, plan or arrangement to which the Executive is a party, (x) the

Executive requests the action, (y) the Company advises the Executive in writing that the action may result

in the imposition of the additional tax, and (z) the Executive subsequently requests the action in a writing

that acknowledges that the Executive shall be responsible for any effect of the action under Section 409A.

(ii)

It is the Company’s intention that the benefits and rights to which the

Executive could become entitled in connection with termination of employment comply with Section

409A. If the Executive or the Company believes, at any time, that any of such benefit or right does not

comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the

terms of such benefits and rights such that they comply with Section 409A (with the most limited possible

economic effect on the Executive and on the Company).

(n)

Clawback of Certain Compensation and Benefits.

If within the three year period after the termination of the Executive’s employment with

the Company for any reason other than by the Company for Cause:

(i)

it is determined in good faith by the Board and in accordance with the

due process requirements of Article 6(b) that the Executive’s employment could have been terminated by

the Company for Cause under Article 6(b) (unless the Board knew or should have known that as of the

Termination Date the Executive’s employment could have been terminated for Cause in accordance with

Article 6(b)); or

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Employment Agreement – David G. Charbonneau

(ii)

the Company’s financial statements are required to be restated due to

material non-compliance with any financial reporting requirements under the federal securities laws

(other than a restatement due to a change in accounting rules or estimates) within a three (3) year period

following the Termination Date, if the Executive’s conduct intentionally, fraudulently or negligently

caused the need for the restatement; or

(iii)

if the Company determines that the Executive has engaged in fraudulent

or intentional misconduct related to or materially affecting the Company’s business operations or the

Executive’s duties at the Company; or

(iv)

the Executive breaches Article 7, then, in addition to any other remedy

that may be available to the Company in law or equity and/or pursuant to any other provisions of this

Agreement, the Executive’s employment shall be deemed to have been terminated for Cause retroactively

to the Termination Date.

The Executive also shall be subject to the following provisions:

(a) The Executive shall be required to pay to the Company, immediately upon written demand

by the Board, (a) notwithstanding Article 1 (a)(iii), Article 1(a)(iv) and Article 6(b), the additional

amounts paid to Executive as a Bonus, Deferred Compensation, Retention Award, or Severance; that

Executive would not have received had Executive’s employment been terminated for Cause; and

(b) The Executive shall be required to pay to the Company any additional amounts paid to

Executive on or after the Termination Date (including the pre-tax cost to the Company of any benefits

that are in excess of the total amount that the Company would have been required to pay and the pre-tax

cost of any benefits that the Company would have been required to provide) that are in addition to those

amounts Executive would have received if the Executive’s employment with the Company had been

terminated by the Company for Cause in accordance with Article 6(b) above and;

of the Board, based on the facts and circumstances surrounding the Executive’s culpability, all or a

portion of the Stock Options granted pursuant to this Agreement, vested and unvested, or if Stock Options

have been exercised, all or a portion of the shares so issued for cancellation upon payment by Company to

Executive the full exercise price, while any remaining Stock Options, if any, may be rescinded by the

Board.

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Employment Agreement – David G. Charbonneau

Restrictive Covenants.

(a)

Non-competition.

At all times during the Restricted Period, the Executive shall not, directly or indirectly

(whether as a principal, agent, partner, employee, officer, investor, owner, consultant, board member,

security holder, creditor or otherwise), engage in any Competitive Activity, or have any direct or indirect

interest in any sole proprietorship, corporation, company, partnership, association, venture or business or

any other person or entity that directly or indirectly (whether as a principal, agent, partner, employee,

officer, investor, owner, consultant, board member, security holder, creditor, or otherwise) engages in a

Competitive Activity; provided that the foregoing shall not apply to the Executive's ownership of

Common Stock of the Company or the acquisition by the Executive, solely as an investment, of securities

of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, and

that are listed or admitted for trading on any United States national securities exchange or that are quoted

on the NASDAQ Stock Market, or any similar system or automated dissemination of quotations of

securities prices in common use, so long as the Executive does not control, acquire a controlling interest

in or become a member of a group which exercises direct or indirect control of, more than five percent

(5%) of any class of capital stock of such corporation.

(b)

Non-solicitation of Employees and Certain Other Third Parties.

At all times during the Restricted Period, the Executive shall not, directly or indirectly,

for himself or for any other person, firm, corporation, partnership, association or other entity (i) employ or

attempt to employ or enter into any contractual arrangement with any employee, consultant or

independent contractor performing services for the Company, or any Affiliate or Related Entity, unless

such employee, consultant or independent contractor, has not been employed or engaged by the Company

for a period in excess of six (6) months, and/or (ii) call on or solicit any of the actual or targeted

prospective customers or clients of the Company or any Affiliate or Related Entity on behalf of any

person or entity in connection with any Competitive Activity, nor shall the Executive make known the

names and addresses of such actual or targeted prospective customers or clients, or any information

relating in any manner to the trade or business relationships of the Company or any Affiliates or Related

Entities with such customers or clients, other than in connection with the performance of the Executive’s

duties under this Agreement, and/or (iii) persuade or encourage or attempt to persuade or encourage any

persons or entities with whom the Company or any Affiliate or Related Entity does business or has some

business relationship to cease doing business or to terminate its business relationship with the Company

or any Affiliate or Related Entity or to engage in any Competitive Activity on its own or with any

competitor of the Company or any Affiliate or Related Entity.

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Employment Agreement – David G. Charbonneau

(c)

Confidential Information.

The Executive shall not at any time divulge, communicate, use to the detriment of the

Company or for the benefit of any other person or persons, or misuse in any way, any Confidential

Information pertaining to the business of the Company. Any Confidential Information or data now or

hereafter acquired by the Executive with respect to the business of the Company (which shall include, but

not be limited to, information concerning the Company's financial condition, prospects, technology,

customers, suppliers, sources of leads and methods of doing business) shall be deemed a valuable, special

and unique asset of the Company that is received by the Executive in confidence and as a fiduciary, and

the Executive shall remain a fiduciary to the Company with respect to all of such information.

Notwithstanding the foregoing, nothing herein shall be deemed to restrict the Executive from disclosing

Confidential Information as required to perform his duties under this Agreement or to the extent required

by law. If any person or authority makes a demand on the Executive purporting to legally compel him to

divulge any Confidential Information, the Executive immediately shall give notice of the demand to the

Company so that the Company may first assess whether to challenge the demand prior to the Executive’s

divulging of such Confidential Information. The Executive shall not divulge such Confidential

Information until the Company either has concluded not to challenge the demand, or has exhausted its

challenge, including appeals, if any. Upon request by the Company, the Executive shall deliver promptly

to the Company upon termination of his services for the Company, or at any time thereafter as the

Company may request, all memoranda, notes, records, reports, manuals, drawings, designs, computer files

in any media and other documents (and all copies thereof) containing such Confidential Information.

(d)

Ownership of Developments.

All processes, concepts, techniques, inventions and works of authorship, including new

contributions, improvements, formats, packages, programs, systems, machines, compositions of matter

manufactured, developments, applications and discoveries, and all copyrights, patents, trade secrets, or

other intellectual property rights associated therewith conceived, invented, made, developed or created by

the Executive during the Term of Employment either during the course of performing work for the

Companies or their clients or which are related in any manner to the business (commercial or

experimental) of the Company or its clients (collectively, the “Work Product”), within the field of use of

wear and corrosion resistant coatings shall belong exclusively to the Company and shall, to the extent

possible, be considered a work made by the Executive for hire for the Company within the meaning of

Title 17 of the United States Code. To the extent the Work Product within the wear and corrosion

coatings field of use may not be considered work made by the Executive for hire for the Company, the

Executive agrees to assign, and automatically assign at the time of creation of the Work Product, without

any requirement of further consideration, any right, title, or interest the Executive may have in such Work

Product. Upon the request of the Company, the Executive shall take such further actions, including

execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect

to such assignment. The Executive shall further: (i) promptly disclose the Work Product to the Company;

(ii) assign to the Company, without additional compensation, all patent or other rights to such Work

Product for the United States and foreign countries; (iii) sign all papers necessary to carry out the

foregoing; and (iv) give testimony in support of his inventions, all at the sole cost and expense of the

Company.

(e)

Books and Records.

All books, records, and accounts relating in any manner to the customers or clients of the

Company, whether prepared by the Executive or otherwise coming into the Executive's possession, shall

be the exclusive property of the Company and shall be returned immediately to the Company on

termination of the Executive's employment hereunder or on the Company's request at any time.

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Employment Agreement – David G. Charbonneau

(f)

Acknowledgment by Executive.

The Executive acknowledges and confirms that the restrictive covenants contained in this

Article 7 (including without limitation the length of the term of the provisions of this Article 7) are

reasonably necessary to protect the legitimate business interests of the Company, and are not overbroad,

overlong, or unfair and are not the result of overreaching, duress or coercion of any kind. The Executive

further acknowledges and confirms that the compensation payable to the Executive under this Agreement

is in consideration for the duties and obligations of the Executive hereunder, including the restrictive

covenants contained in this Article 7, and that such compensation is sufficient, fair and reasonable. The

Executive further acknowledges and confirms that his full, uninhibited and faithful observance of each of

the covenants contained in this Article 7 will not cause him any undue hardship, financial or otherwise,

and that enforcement of each of the covenants contained herein will not impair his ability to obtain

employment commensurate with his abilities and on terms fully acceptable to him or otherwise to obtain

income required for the comfortable support of him and his family and the satisfaction of the needs of his

creditors. The Executive acknowledges and confirms that his special knowledge of the business of the

Company is such as would cause the Company serious injury or loss if he were to use such ability and

knowledge to the benefit of a competitor or were to compete with the Company in violation of the terms

of this Article 7. The Executive further acknowledges that the restrictions contained in this Article 7 are

intended to be, and shall be, for the benefit of and shall be enforceable by, the Company’s successors and

assigns. The Executive expressly agrees that upon any breach or violation of the provisions of this Article

6, the Company shall be entitled, as a matter of right, in addition to any other rights or remedies it may

have, to (i) temporary and/or permanent injunctive relief in any court of competent jurisdiction as

described in Article 7(h) hereof, and (ii) such damages as are provided at law or in equity. The existence

of any claim or cause of action against the Company or its affiliates, whether predicated upon this

Agreement or otherwise, shall not constitute a defense to the enforcement of the restrictions contained in

this Article 7.

(g)

Reformation by Court.

In the event that a court of competent jurisdiction shall determine that any provision of

this Article 7 is invalid or more restrictive than permitted under the governing law of such jurisdiction,

then only as to enforcement of this Article 7 within the jurisdiction of such court, such provision shall be

interpreted or reformed and enforced as if it provided for the maximum restriction permitted under such

governing law.

(h)

Extension of Time.

If the Executive shall be in violation of any provision of this Article 7, then each time

limitation set forth in this Article 7 shall be extended for a period of time equal to the period of time

during which such violation or violations occur. If the Company seeks injunctive relief from such

violation in any court, then the covenants set forth in this Article 7 shall be extended for a period of time

equal to the duration of such proceeding including all appeals by the Executive.

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Employment Agreement – David G. Charbonneau

(i)

Injunction.

It is recognized and hereby acknowledged by the parties hereto that a breach by the

Executive of any of the covenants contained in Article 7 of this Agreement will cause irreparable harm

and damage to the Company, the monetary amount of which may be virtually impossible to ascertain. As

a result, the Executive recognizes and hereby acknowledges that the Company shall be entitled to an

injunction from any court of competent jurisdiction enjoining and restraining any violation of any or all of

the covenants contained in Article 7 of this Agreement by the Executive or any of his affiliates,

associates, partners or agents, either directly or indirectly, and that such right to injunction shall be

cumulative and in addition to whatever other remedies the Company may possess.

Representations and Warranties of Executive.

The Executive represents and warrants to the Company that:

(a)

The Executive’s employment will not conflict with or result in his breach of any

agreement to which he is a party or otherwise may be bound;

(b)

The Executive has not violated, and in connection with his employment with the

Company will not violate, any non-solicitation, non-competition or other similar covenant or agreement

of a prior employer by which he is or may be bound; and

(c)

In connection with Executive’s employment with the Company, he will not use

any confidential or proprietary information that he may have obtained in connection with employment

with any prior employer, with the exception of current or former affiliates, parents, or subsidiaries of the

company; and

(d)

The Executive has not (i) been convicted of any felony; or (ii) committed any

criminal act with respect to Executive’s current or any prior employment; and

(e)

The Executive is not dependent on alcohol or the illegal use of drugs

Mediation.

Except to the extent the Company has the right to seek an injunction under Article 7(h) hereof, in

the event a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute

cannot be settled through negotiation, the parties hereby agree first to attempt in good faith to settle the

dispute by mediation administered by the American Arbitration Association under its Employment

Mediation Rules before resorting to the jurisdiction of federal or state courts to resolve any dispute.

10.

Taxes.

Anything in this Agreement to the contrary notwithstanding, all payments required to be made by

the Company hereunder to the Executive or his estate or beneficiaries shall be subject to the withholding

of such amounts relating to taxes as the Company may reasonably determine it should withhold pursuant

to any applicable law or regulation. In lieu of withholding such amounts, in whole or in part, the

Company may, in its sole discretion, accept other provisions for payment of taxes and withholding as

required by law, provided it is satisfied that all requirements of law affecting its responsibilities to

withhold have been satisfied.

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Employment Agreement – David G. Charbonneau

11.

Assignment.

The Company shall have the right to assign this Agreement and its rights and obligations

hereunder in whole, but not in part, to any corporation or other entity with or into which the Company

may hereafter merge or consolidate or to which the Company may transfer all or substantially all of its

assets, if in any such case said corporation or other entity shall by operation of law or expressly in writing

assume all obligations of the Company hereunder as fully as if it had been originally made a party hereto,

but may not otherwise assign this Agreement or its rights and obligations hereunder. The Executive may

not assign or transfer this Agreement or any rights or obligations hereunder.

12.

Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the internal

laws of the State of Florida, without regard to principles of conflict of laws.

13.

Jurisdiction and Venue.

The parties acknowledge that a substantial portion of the negotiations, anticipated performance

and execution of this Agreement occurred or shall occur in Miami, Florida, and that, therefore, without

limiting the jurisdiction or venue of any other federal or state courts, each of the parties irrevocably and

unconditionally (i) agrees that any suit, action or legal proceeding arising out of or relating to this

Agreement which is expressly permitted by the terms of this Agreement to be brought in a court of law,

shall be brought in the courts of record of the State of Florida or the court of the United States; (ii)

consents to the jurisdiction of each such court in any such suit, action or proceeding; (iii) waives any

objection which it or he may have to the laying of venue of any such suit, action or proceeding in any of

such courts; and (iv) agrees that service of any court papers may be effected on such party by mail, as

provided in this Agreement, or in such other manner as may be provided under applicable laws or court

rules in such courts.

14.

Survival.

The respective rights and obligations of the parties hereunder shall survive any termination of the

Executive’s employment hereunder, including without limitation, the Company’s obligations under

Article 6 and the Executive’s obligations under Article 7 above, and the expiration of the Term of

Employment, to the extent necessary to the intended preservation of such rights and obligations.

15.

Notices.

All notices required or permitted to be given hereunder shall be in writing and shall be personally

delivered by courier, sent by registered or certified mail, return receipt requested or sent by confirmed

facsimile transmission addressed as set forth herein. Notices personally delivered, sent by facsimile or

sent by overnight courier shall be deemed given on the date of delivery and notices mailed in accordance

with the foregoing shall be deemed given upon the earlier of receipt by the addressee, as evidenced by the

return receipt thereof, or three (3) days after deposit in the U.S. mail. Notice shall be sent (i) if to the

Company, addressed to 2665 South Bayshore Drive, Suite 450, Miami, Florida 33133 USA Attention:

Robert Miller, CEO, and (ii) if to the Executive, to his address as reflected on the payroll records of the

Company, or to such other address as either party shall request by notice to the other in accordance with

this provision.

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Employment Agreement – David G. Charbonneau

16.

Benefits; Binding Effect.

This Agreement shall be for the benefit of and binding upon the parties hereto and their respective

heirs, personal representatives, legal representatives, successors and, where permitted and applicable,

assigns, including, without limitation, any successor to the Company, whether by merger, consolidation,

sale of stock, sale of assets or otherwise.

17.

Right to Consult with Counsel; No Drafting Party.

The Executive acknowledges having read and considered all of the provisions of this Agreement

carefully, and having had the opportunity to consult with counsel of his own choosing, and, given this, the

Executive agrees that the obligations created hereby are not unreasonable. The Executive acknowledges

that he has had an opportunity to negotiate any and all of these provisions and no rule of construction

shall be used that would interpret any provision in favor of or against a party on the basis of who drafted

the Agreement.

18.

Severability.

The invalidity of any one or more of the words, phrases, sentences, clauses, provisions, sections

or articles contained in this Agreement shall not affect the enforceability of the remaining portions of this

Agreement or any part thereof, all of which are inserted conditionally on their being valid in law, and, in

the event that any one or more of the words, phrases, sentences, clauses, provisions, sections or articles

contained in this Agreement shall be declared invalid, this Agreement shall be construed as if such invalid

word or words, phrase or phrases, sentence or sentences, clause or clauses, provisions or provisions,

section or sections or article or articles had not been inserted. If such invalidity is caused by length of

time or size of area, or both, the otherwise invalid provision will be considered to be reduced to a period

or area which would cure such invalidity.

19.

Waivers.

The waiver by either party hereto of a breach or violation of any term or provision of this

Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation.

20.

Damages; Attorneys Fees.

Nothing contained herein shall be construed to prevent the Company or the Executive from

seeking and recovering from the other damages sustained by either or both of them as a result of its or his

breach of any term or provision of this Agreement. In the event that either party hereto seeks to collect

any damages resulting from, or the injunction of any action constituting, a breach of any of the terms or

provisions of this Agreement, then the party found to be at fault shall pay all reasonable costs and

attorneys' fees of the other.

21.

No Set-off or Mitigation.

The Company’s obligation to make the payments provided for in this Agreement and otherwise to

perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense

or other claim, right or action which the Company may have against the Executive or others.

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Employment Agreement – David G. Charbonneau

22.

Section Headings.

The article, section and paragraph headings contained in this Agreement are for reference

purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

23.

No Third Party Beneficiary.

Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon

or give any person other than the Company, the parties hereto and their respective heirs, personal

representatives, legal representatives, successors and permitted assigns, any rights or remedies under or

by reason of this Agreement.

24.

Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to

be an original but all of which together shall constitute one and the same instrument and agreement.

25.

Indemnification.

(a)

Subject to limitations imposed by law, the Company shall indemnify and hold

harmless the Executive to the fullest extent permitted by law from and against any and all claims,

damages, expenses (including attorneys' fees), judgments, penalties, fines, settlements, and all other

liabilities incurred or paid by him in connection with the investigation, defense, prosecution, settlement or

appeal of any threatened, pending or completed action, suit or proceeding, whether civil, criminal,

administrative or investigative and to which the Executive was or is a party or is threatened to be made a

party by reason of the fact that the Executive is or was an officer, employee or agent of the Company, or

by reason of anything done or not done by the Executive in any such capacity or capacities, provided that

the Executive acted in good faith, in a manner that was not grossly negligent or constituted willful

misconduct and in a manner he reasonably believed to be in or not opposed to the best interests of the

Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his

conduct was unlawful. The Company also shall pay any and all expenses (including attorney's fees)

incurred by the Executive as a result of the Executive being called as a witness in connection with any

matter involving the Company and/or any of its officers or directors.

(b)

Except in the event that the Company is involved in an adversarial claim either

against or initiated by Executive, the Company shall pay any expenses (including attorneys' fees),

judgments, penalties, fines, settlements, and other liabilities incurred by the Executive in investigating,

defending, settling or appealing any action, suit or proceeding described in this Article 25 in advance of

the final disposition of such action, suit or proceeding. Subject to the limited exception conditioned

above, the Company shall promptly pay the amount of such expenses to the Executive, but in no event

later than 10 days following the Executive's delivery to the Company of a written request for an advance

pursuant to this Article 25, together with a reasonable accounting of such expenses.

(c)

The Executive hereby undertakes and agrees to repay to the Company any

advances made pursuant to this Article 25 if and to the extent that it shall ultimately be found that the

Executive is not entitled to be indemnified by the Company for such amounts.

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Employment Agreement – David G. Charbonneau

(d)

The Company shall make the advances contemplated by this Article 25

regardless of the Executive's financial ability to make repayment, and regardless whether indemnification

of the Indemnitee by the Company will ultimately be required. Any advances and undertakings to repay

pursuant to this Article 25 shall be unsecured and interest-free. The provisions of this Article 25 shall

survive the termination of the Term of Employment or expiration of the term of this Agreement.

(e)

The provisions of this Article 25 shall survive the termination of the Term of

Employment or expiration of the term of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first

above written.

ABAKAN INC.:

EXECUTIVE:

/s/ Robert Miller

/s/ David G. Charbonneau

Robert Miller, CEO

David G. Charbonneau

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Employment Agreement – David G. Charbonneau

EXHIBIT A

FORM OF RELEASE

GENERAL RELEASE OF CLAIMS

David G. Charbonneau (“Executive”), for himself and his family, heirs, executors, administrators,

legal representatives and their respective successors and assigns, in exchange for the consideration

received pursuant to Articles 6(c) (in the case of Disability), Articles 6(e) or 6(f) (other than the Accrued

Obligations) of the Employment Agreement to which this release is attached as Exhibit A (the

“Employment Agreement”), does hereby release and forever discharge Abakan Inc. (the “Company”), its

subsidiaries, affiliated companies, successors and assigns, and its current or former directors, officers,

employees, shareholders or agents in such capacities (collectively with the Company, the “Released

Parties”) from any and all actions, causes of action, suits, controversies, claims and demands whatsoever,

for or by reason of any matter, cause or thing whatsoever, whether known or unknown including, but not

limited to, all claims under any applicable laws arising under or in connection with Executive’s

employment or termination thereof, whether for tort, breach of express or implied employment contract,

wrongful discharge, intentional infliction of emotional distress, or defamation or injuries incurred on the

job or incurred as a result of loss of employment. Executive acknowledges that the Company encouraged

him to consult with an attorney of his choosing, and through this General Release of Claims encourages

him to consult with his attorney with respect to possible claims under the Age Discrimination in

Employment Act (“ADEA”) and that he understands that the ADEA is a Federal statute that, among other

things, prohibits discrimination on the basis of age in employment and employee benefits and benefit

plans. Without limiting the generality of the release provided above, Executive expressly waives any and

all claims under ADEA that he may have as of the date hereof. Executive further understands that by

signing this General Release of Claims he is in fact waiving, releasing and forever giving up any claim

under the ADEA as well as all other laws within the scope of this paragraph 1 that may have existed on or

prior to the date hereof. Notwithstanding anything in this paragraph 1 to the contrary, this General

Release of Claims shall not apply to (i) any actions to enforce rights arising under, or any claim for

benefits which may be due Executive pursuant to, the Employment Agreement, (ii) any rights or claims

that may arise as a result of events occurring after the date this General Release of Claims is executed,

(iii) any indemnification rights Executive may have as a former officer or director of the Company or its

subsidiaries or affiliated companies, (iv) any claims for benefits under any directors’ and officers’ liability

policy maintained by the Company or its subsidiaries or affiliated companies in accordance with the terms

of such policy, and (v) any rights as a holder of equity securities of the Company.

Executive represents that he has not filed against the Released Parties any complaints, charges, or

lawsuits arising out of his employment, or any other matter arising on or prior to the date of this General

Release of Claims, and covenants and agrees that he will never individually or with any person file, or

commence the filing of, any charges, lawsuits, complaints or proceedings with any governmental agency,

or against the Released Parties with respect to any of the matters released by Executive pursuant to

paragraph 1 hereof (a “Proceeding”); provided, however, Executive shall not have relinquished his right

to commence a Proceeding to challenge whether Executive knowingly and voluntarily waived his rights

under ADEA.

Executive hereby acknowledges that the Company has informed him that he has up to twenty-one

(21) days to sign this General Release of Claims and he may knowingly and voluntarily waive that

twenty-one (21) day period by signing this General Release of Claims earlier. Executive also understands

that he shall have seven (7) days following the date on which he signs this General Release of Claims

within which to revoke it by providing a written notice of his revocation to the Company.

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Employment Agreement – David G. Charbonneau – Exhibit

Executive acknowledges that this General Release of Claims will be governed by and construed

and enforced in accordance with the internal laws of the State of Ohio applicable to contracts made and to

be performed entirely within such State.

Executive acknowledges that he has read this General Release of Claims, that he has been advised

that he should consult with an attorney before he executes this general release of claims, and that he

understands all of its terms and executes it voluntarily and with full knowledge of its significance and the

consequences thereof.

This General Release of Claims shall take effect on the eighth day following Executive’s

execution of this General Release of Claims unless Executive’s written revocation is delivered to the

Company within seven (7) days after such execution.

____________________________

David G. Charbonneau

_______________, 20

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Employment Agreement – David G. Charbonneau – Exhibit