Employment Agreement With John Leta

FUEL NATION


FUELNATION INC.
EMPLOYMENT AGREEMENT
FOR JOHN T. LETA


THIS EMPLOYMENT AGREEMENT is made as of this 10th day of February, 2001, by and between FUELNATION INC., a Florida corporation (the "Company") with an address at 1700 North Dixie Highway, Suite 125, Boca Raton, Florida 33432 and JOHN T. LETA (the "Employee"). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1. EMPLOYMENT, POSITION AND DUTIES Upon the terms and conditions set forth herein, the Company agrees to employ the Employee, and the Employee hereby accepts employment with the Company in the capacity of the "Position" and for the term of the "Employment Period" as defined on the annexed Schedule of Terms of Employment (Exhibit A attached hereto) which is fully incorporated into the text hereof by this reference. During the Employment Period, Employee shall perform the normal duties, responsibilities and authority of such Position which shall expressly include those duties and responsibilities set forth on the annexed Schedule of Terms of Employment ("Duties and Responsibilities") subject to the power of the Company's board of directors (the "Board") to expand or limit such duties, responsibilities and authority and to override actions of officers of the Company. During the Employment Period, Employee shall report to the Board and shall devote his best efforts and his full business time and attention to the business and affairs of the Company, excluding the permitted vacation time and time-off for sickness and other absences as set forth on the annexed Schedule of Terms of Employment. Employee shall perform his Duties and Responsibilities to the Company hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. Nothing in this paragraph shall prohibit Employee from making passive investments that are not otherwise prohibited in this Agreement.


2. COMPENSATION AND BENEFITS.


(a) BASE SALARY. During the Employment Period, Employee's initial base salary shall be the Initial Base Salary set forth in the Schedule of Terms of Employment per annum or such higher rate as the Board may designate from time to time (as so adjusted, the "Base Salary"), which Base Salary shall be payable in regular installments in accordance with the Company's general payroll practices. In addition, during the Employment Period, Employee shall be entitled to participate in all of the Company's employee benefit programs for which similar employees of the Company are generally eligible.


(b) EXPENSES. During the Employment Period, the Company shall reimburse Employee for all reasonable expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which are consistent with the Company's policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company's requirements with respect to approval, reporting and documentation of such expenses.


FUELNATION Corporate Offices: 1700 North Dixie Highway, Suite 125,
Boca Raton, Florida 33433 Telephone: 561-391-5883
Secure Fax: 561-391-4618 Internet Address: www.FUELNATION.com


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FUEL NATION


(c) BONUS. The Board shall develop and adopt a bonus plan which the Board believes to be customary for businesses in the Company's industry for an employee in the position of the Employee (the "Bonus Plan"). In addition to the Base Salary, the Board shall award a bonus to Employee in accordance with the Bonus Plan following the end of each fiscal year during the Employment Period based upon Employee's performance and the Company's operating results during such year.


(d) All amounts payable to Employee as compensation hereunder shall be subject to customary withholding by the Company.


3. EMPLOYMENT PERIOD. The term of the employment hereunder shall begin on the "Begin Date" and shall end on the "End Date" as set forth on the annexed Schedule of Terms of Employment (the "Employment Period") provided that, the Employment Period shall terminate prior to its expiration upon the following; (i) the Employment Period shall terminate immediately upon the effective date of the Employee's resignation, death or permanent mental or physical disability or incapacity (as determined by the Board in its good faith judgment); (ii) the Employment Period may be terminated by the Company at any time prior to such date for Cause (as defined below) or without Cause for any reason or no reason whatsoever. The Employment Period shall automatically be extended for successive one-year terms following the expiration of the Employment Period and on each anniversary thereafter, unless terminated sooner pursuant to the provisions hereof, or unless the Company or Employee gives written notice to the other party within 30 days prior to the expiration of the Employment Period including any renewal periods thereafter stating their election not to extend the Employment Period for any additional term thereafter. Except as otherwise provided herein, any termination of the Employment Period by the Company shall be effective as specified in a written notice from the Company to Employee. Employee shall notify the Company at least 30 days prior to the effective date of Employee's resignation. Except as otherwise expressly provided herein, all of Employee's rights to salary, bonuses, fringe benefits and other compensation hereunder which accrue or become payable after the termination or expiration of the Employment Period shall cease upon such termination or expiration, other than those expressly required under COBRA. The Company may offset any amounts Employee owes it against any amounts it owes Employee hereunder.


For purposes of this Agreement, "Cause" shall mean (i) the commission of any felony or any crime involving moral turpitude or the commission of any act or omission involving dishonesty, disloyalty or fraud with respect to the Company or any of its affiliates or any of its or their customers or suppliers, (ii) reporting to work under the influence of alcohol or illegal drugs or drug or alcohol abuse (whether or not at the workplace), (iii) conduct causing the Company or any of its affiliates substantial public disgrace or disrepute or economic harm, (iv) substantial and repeated failure to perform duties as reasonably directed by the Board, (v) gross negligence or willful misconduct with respect to the Company or any of its affiliates or (vi) any material breach of this Agreement or any other agreement between the Company and Employee (which, in the case of clause (iv), (v) or (vi) above, is not cured to the Board's reasonable satisfaction within 10 days after written notice thereof


FUELNATION Corporate Offices: 1700 North Dixie Highway, Suite 125,
Boca Raton, Florida 33433 Telephone: 561-391-5883
Secure Fax: 561-391-4618 Internet Address: www.FUELNATION.com


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from the Board to Employee if the Board determines in its reasonable discretion that any such matter is subject to cure).


Upon expiration of the Employment Provided or any subsequent renewal without further extension or if the Employment Period is terminated by the Company for Cause, Employee shall only be entitled to receive his Base Salary through the date of termination or expiration and shall not be entitled to any other salary, compensation or benefits thereafter, and the Company expressly reserves and retains all other rights and remedies. If the Employment Period is terminated by the Company due to death, disability or without Cause, Employee shall be entitled to continue to receive his Base Salary payable in regular installments for the period set forth on the annexed Schedule of Employment Terms, (the "Severance Period") if and only if the Employee has executed and delivered to the Company a general release of all claims against the Company and its stockholders, directors and employees in form and substance satisfactory to the Company and only so long as Employee has not breached and during the Severance period does not breach the provisions of paragraphs 4, 5 and 6 hereof, which shall extend beyond the Employment Period and shall survive termination or expiration of this Agreement.


4. CONFIDENTIAL INFORMATION. Employee acknowledges that the information, observations and data (including trade secrets) business practices, methods, sources, contacts and the identities and telephone numbers of customers, suppliers, vendors, agents and other contacts obtained by him while employed by the Company (including those obtained while employed by the Company prior to the date of this Agreement) concerning the business or affairs of the Company or any of its affiliates ("Confidential Information") are the property of the Company or such affiliate. Therefore, Employee agrees that he shall not disclose to any unauthorized person or use for his own purposes any Confidential Information without the prior written consent of the Board, unless and to the extent that the Confidential Information becomes generally known to and available for use by the public in the same form or compilation, other than as a result of Employee's acts or omissions, phone books, logs, Rolodexes, calendars. Employee shall deliver to the Company at the termination or expiration of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data in whatever form (and all copies and reproductions thereof) embodying or relating to the Confidential Information, Work Product (as defined below) or the business of the Company or its affiliates which he may then possess, have access to or have under his control.


5. INVENTIONS AND PATENTS. Employee acknowledges that all inventions, innovations, improvements, developments, methods, designs, analysis, drawings, reports and all similar or related information (whether or not patent-able) which relate to the Company's or its affiliates' actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Employee while employed by the Company (including those obtained while employed by the Company prior to the date of this Agreement) ("Work Product") belong to the Company are works for hire and any proprietary rights which the Employee might have under the law or otherwise are hereby expressly assigned to the Company. Employee shall promptly disclose such Work Product to the Board and, at the Company's expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to assign,


FUELNATION Corporate Offices: 1700 North Dixie Highway, Suite 125,
Boca Raton, Florida 33433 Telephone: 561-391-5883
Secure Fax: 561-391-4618 Internet Address: www.FUELNATION.com


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establish and confirm such ownership (including, without limitation, executing any assignments, consents, powers of attorney and other instruments).


6. NON-COMPETE, NON-SOLICITATION. In further consideration of the compensation to be paid to Employee hereunder, Employee acknowledges that in the course of his employment with the Company on and after the date hereof he shall become familiar, and during his employment with the Company prior to the date hereof he has become familiar, with the Company's trade secrets and with other Confidential Information concerning the Company and its predecessors and its affiliates and that his services have been and shall be of special, unique and extraordinary value to the Company. Therefore, Employee agrees that, during the Employment Period and for Twenty-Four (24) months thereafter (the "Non -compete Period"), he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the businesses of the Company and its affiliates as such businesses exist or are in process on the date of the termination or expiration of the Employment Period, within any geographical area in the United States in which the Company or its affiliates engage or plan to engage in such businesses. Employee is entitled to receive his Base Salary for the initial Non compete Period payable in regular installments.


Notwithstanding anything to the contrary in this Agreement, the Company may, at its sole option, extend the Non compete Period for up to two (2) additional 12-month periods by notifying Em ...