President Employment Agreement

EXHIBIT 10.1 EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this " Agreement" ) is made as of April 1, 2005, by A4S Technologies, Inc., a Colorado corporation (the " Employer" ), and Michael Siemens, an individual who is a resident of Fort Collins, Colorado (the " Executive" ). RECITALS

WHEREAS, the Employer wishes to employ Executive upon the terms and conditions set forth in this Agreement; and

WHEREAS, the Employee wishes to be employed upon the terms and conditions set forth herein.

AGREEMENT

The parties, intending to be legally bound, agree as follows: 1. DEFINITIONS

For the purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1 .

" Agreement" means this Employment Agreement, as amended, restated or otherwise modified from time to time.

" Basic Compensation" means Salary and Benefits.

" Benefits" is defined in Section 3.2.

" Board of Directors" means the board of directors of the Employer.

" Change in Control" means (a) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) of the beneficial ownership of more than 50% of the outstanding securities of the Employer; (b) a merger or consolidation in which the Employer is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Employer is incorporated; (c) sale, transfer or other disposition of all or substantially all of the assets of the Employer; (d) a complete liquidation or dissolution of the Employer, or (e) any reverse merger in which the Employer is the surviving entity but in which securities possessing more than 50% of the total combined voting power of the Employer' s outstanding securities are transferred to a person or persons different from the person' s holding those securities immediately prior to such merger.

" Confidential Information" means any and all:

(a) trade secrets concerning the business and affairs of the Employer, product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current, and planned research and development, current and planned manufacturing or distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures, and architectures (and related formulae, compositions, processes, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information), and any other information, however documented, that is a trade secret within the meaning of the Colorado Trade Secrets Act, as in effect as of the date hereof and as amended from time to time.

(b) information concerning the business and affairs of the Employer (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel and personnel training and techniques and materials), however documented; and

(c) notes, analysis, compilations, studies, summaries, and other material prepared by or for the Employer containing or based, in whole or in part, on any information included in the foregoing.

" disability" is defined in Section 6.2 .

" Effective Date" means the date stated in the first paragraph of this Agreement.

" Employee Invention" means any idea, invention, technique, modification, process, or improvement (whether patentable or not), any industrial design (whether registrable or not), any mask work, however fixed or encoded, that is suitable to be fixed, embedded or programmed in a semiconductor product (whether recordable or not), and any work of authorship (whether or not copyright protection may be obtained for it) created, conceived, or developed by the Executive, either solely or in conjunction with others, during the Employment Period, or a period that includes a portion of the Employment Period, that relates in any way to, or is useful in any manner in the business then being conducted or proposed to be conducted by the Employer, and any such item created by the Executive, either solely or in conjunction with others, following termination of the Executive' s employment with the Employer, that is based upon or uses Confidential Information.

" Employment Period" means the term of the Executive' s employment under this Agreement.

" Fiscal Year" means the Employer' s fiscal year, as it exists on the Effective Date, which on the Effective Date is the calendar year.


" for cause" is defined in Section 6.3 .

" for good reason" is defined in Section 6.4 .

" person" means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, or governmental body.

" Post-Employment Period" is defined in Section 8.2 .

" Proprietary Items" is defined in Section 7.2(a)(iv) .

" Salary" is defined in Section 3.1. 2. EMPLOYMENT TERMS AND DUTIES

2.1 Employment . The Employer hereby employs the Executive, and the Executive hereby accepts employment by the Employer, upon the terms and conditions set forth in this Agreement.

2.2 Basic Term . Subject to the provisions of Section 6 , the basic term of the Executive' s employment under this Agreement will begin on the Effective Date and end on May 31, 2007.

2.3 Duties . The Executive will have such duties as are assigned or delegated to the Executive by the Board of Directors, and will initially serve as President of the Employer. The Executive will devote substantially all of his business time, attention, skill, and energy to the business of the Employer, will use his best efforts to promote the success of the Employer' s business, and will cooperate fully with the Board of Directors in the advancement of the best interests of the Employer. Nothing in this Section 2.3, however, will prevent the Executive from engaging in additional activities in connection with personal investments and community affairs that are not inconsistent with the Executive' s duties under this Agreement. In addition, provided that Executive obtains the advance written consent of the Board of Directors, Executive may serve on the board of directors of other companies. If the Executive is elected as a director of the Employer or as a director or officer of any of its affiliates, the Executive will fulfill his duties as such director or officer without additional compensation. 3. COMPENSATION

3.1 Salary . The Executive will be paid an annual salary of $125,000, subject to adjustment as provided below (the " Salary" ), which will be payable in equal periodic installments according to the Employer' s customary payroll practices, but no less frequently than monthly. The Executive agrees that $64,000 of his total Salary will be accrued and not be paid (" Deferred Pay" ), until such time as Employer has closed on an Initial Public Offering (" IPO" ) of its securities, raising gross proceeds of $5,000,000 or more, at which time Executive' s then total Deferred Pay will be paid out and his Salary thereafter paid on a current basis. In the event that the IPO as defined above is not closed by July 31, 2005, Executive shall commence being paid his Salary thereafter on a current basis and the Deferred Pay amount will be paid upon the next fund raising event of at least $250,000, unless an alternative agreement is reached between the parties. The Salary may be reviewed by the Board of Directors, and may be adjusted upward, but not downward in the sole discretion of the Board of Directors.

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3.2 Bonus . The Board of Directors will create a bonus plan for executive officers, which shall include the Executive. The terms and objectives of the bonus plan will be determined by the Board of Directors; provided, however, that the bonus plan shall: (a) provide for quarterly bonuses, with the first measurement quarter to commence October 1, 2005; (b) provide for bonuses to be paid quarterly no later than 45 days after the end of each quarter, so that the first payment, if any bonus is earned, shall be due on or before February 14, 2006; and (c) include a provision that if Executive fails to satisfy the quarterly objectives during any calendar year, the Executive will be paid an annual bonus (reduced by any quarterly bonuses under 3.2(a) that may have been paid for the four calendar quarters in question) in an amount equal to at least 50% of his Salary.

3.3 Benefits . The Executive will, during the Employment Period, be permitted to participate in such hospitalization, major medical, and other employee benefit plans of the Employer that may be in effect from time to time, to the extent the Executive is eligible under the terms of those plans (collectively, the " Benefits" ).

3.4 Options . The Executive has been granted options to purchase up to 1,800,000 shares of the Employer' s common stock at $.209 per share, which vest over a period of four years, with 25% of the shares vested on each of the first, second, third and fourth anniversaries of the date of grant. The options have been included in an option agreement which provides that the options will be exercisable for five years from the date of grant of October 29, 2004, unless earlier terminated in connection with termination of the Employee' s employment with the Employer, including any periods under Section 6.6 of this Agreement. The vesting of all outstanding stock options to purchase the Employer' s stock owned by the Employee shall be accelerated to become immediately exercisable in full in the event of a Change in Control. 4. FACILITIES AND EXPENSES.

The Employer will furnish the Executive office space, equipment, supplies, and such other facilities and personnel, as the Employer deems necessary or appropriate for the performance of the Executive' s duties under this Agreement. The Employer will pay the Executive' s dues in such professional societies and organizations as the Board of Directors deems appropriate, and will pay on behalf of the Executive (or reimburse the Executive for) reasonable expenses incurred by the Executive at the request of, or on behalf of, the Employer in the performance of the Executive' s duties pursuant to this Agreement, and in accordance with the Employer' s employment policies, including reasonable expenses incurred by the Executive in attending conventions, seminars, and other business meetings, in appropriate business entertainment activities, and for promotional expenses. The Executive must file expense reports with respect to such expenses in accordance with the Employer' s policies. All expenses shall be reimbursed within 30 days of submission of appropriate expense reports.

(a) Employer may from time to time during the term of this Agreement request that Executive relocate for the benefit of the Company and;

(b) Upon any request made by Employer, Executive, at his sole discretion shall have a minimum of thirty days to decide to accept or reject such relocation request. If Executive declines such request and Company either terminates the Agreement, or revises substantial terms of the Agreement, then Executive shall have the right to terminate the Agreement for Good Reason under Section 6.5 (a), and.

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(c) If Company requests Executive to relocate and Executive agree to terms of such relocation, then Company shall reimburse Executive for Executive' s reasonable out-of-pocket expenses incurred in the relocation.

5. VACATIONS AND HOLIDAYS

The Executive will be entitled to four weeks' paid vacation each Fiscal Year in accordance with the vacation policies of the Employer in effect for its executive officers from time to time. Such policies may include provisions for carryover of unused vacation as well as requirements to secure advance approval for carryover of unused vacation hours. The Executive will also be entitled to the paid holidays set forth in the Employer' s policies. If the Executive is unable to perform his duties for physical or mental reasons, then Employer shall provide Executive with his Basic Compensation until Executive' s employment is terminated due to the disability of the Executive 6. TERMINATION

6.1 Events of Termination . The Employment Period, the Executive' s Basic Compensation, and any and all other rights of the Executive under this Agreement or otherwise as an employee of the Employer will terminate (except as otherwise provided in this Section 6 ):

(a) upon the death of the Executive;

(b) upon the disability of the Executive (as defined in Section 6.2 ) immediately upon notice from either party to the other;

(c) for cause (as defined in Section 6.3 ), as determined by the Board of Directors immediately upon notice from the Employer to the Executive, or at such later time as such notice may specify;

(d) for good reason (as defined in Section 6.4 ) upon not less than 30 days' prior notice from the Executive to the Employer, which notice specifies the Executive' s intent to terminate this Agreement and the factual basis for such termination, it being understood that if the Employer can cure the problem giving rise to such termination within such 30-day period, the termination will not occur; or

(e) upon notice by the Board of Directors.

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