EMPLOYMENT AGREEMENT

1.01

Company employs Employee and Employee accepts employment with Company for a period of three (3) years (36 months) beginning on the Effective Date of the Merger of Company with Crystal Magic, Inc., (currently expected to occur in April 2008), and terminating on the same date in 2011.  If the parties do not execute a new written agreement upon expiration of this Agreement, the employment of Employee shall continue on an at-will basis.

1.02

“Employment Term” refers to the entire period of employment of Employee by Company, whether for the periods provided above, or whether terminated earlier as hereinafter provided  or extended by mutual agreement between Company and Employee.

2.01

Employee shall serve as the Chief Financial Officer (CFO) of Propell Corporation as well as President of its Crystal Magic subsidiary.  In his capacity as CFO of Propell Corporation, Employee shall do and perform all services, acts, or things necessary or advisable as CFO of Propell Corporation, and such other roles of similar responsibility as the Company may see fit; provided however that the roles and responsibilities assigned shall be executive in nature and scope.  Employee shall be based in Company’s Orlando, Florida office.  Any change or relocation of the Orlando, Florida office, further than fifty (50) miles, shall be considered “relocation” pursuant to Section 7.02 (c) below.

2.02

Employee shall also serve on the Board of Directors of Company.  Any involuntary removal of Employee from the Board of Directors shall allow Employee to terminate this Agreement “For Good Reason” pursuant to Section 7.02 below.

2.03  

Employee shall not engage in outside employment that interferes with any of his duties under this Agreement.

2.04  

During the term of this contract Employee shall not, directly or indirectly, either as an employee, company consultant, agent, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in competition with the business of Company and/or its subsidiaries.  Employee shall not be precluded from engaging in investment activities of a personal nature. Employee shall not be precluded from accepting Board of Directors positions with other for profit business entities not in competition with the Company, so long as Employee obtains the written permission from the Board of Directors, which written permission shall not be unreasonably withheld.

Adherence to Rules

2.05

Employee, at all times during the performance of this Agreement, shall strictly adhere to and obey all the rules and regulations now in effect or as subsequently modified governing the conduct of employees of Company and its subsidiaries, to the extent that those rules and regulations are approved by the Board of Directors and are not inconsistent with Employee’s rights and obligations under this Agreement. In the event that any rule or regulation conflicts with this Agreement, this Agreement shall control.

3.01

 (a) 

As compensation for the services to be performed hereunder, Employee shall receive a salary at the rate of One Hundred and Sixty Thousand Dollars ($160,000.00) per annum, payable in equal installments on a bi-weekly basis.

(b) 

Employee shall receive such annual increases in salary, if any, as may be determined by Company’s Board of Directors, in its sole discretion.

3.02

In addition to the Employee’s Annual Salary, the Board of Directors of Company may, in its sole discretion, award to Employee bonus(es) in an amount, if any, in the Board’s sole discretion

3.03

Company hereby grants to Employee an option to purchase, One Hundred Thousand (100,000) shares of common stock of the Company at the purchase/exercise price as set forth below and pursuant to the terms of the Propell Corporation 2008 Stock Option Plan (“SOP”), a copy of which shall be given to Employee.   It is the intent that both the SOP and the grant to Employee of Options shall be approved at the first Board of Directors meeting after the Merger.

(a)  

This Option may be exercised only with respect to the portion of stock that is vested in Employee. Except as set forth in Section 3.03(b) below, Employee’s right to exercise this option shall be vested in annual increments beginning with the first anniversary date of Employee’s employment according to the following vesting schedule:

(i)  

On the first anniversary date of Employee’s employment, 12/36 ^ths of the Option shares shall vest; and

(ii)  

On the second anniversary date of Employee’s employment, an additional 12/36 ^ths of Option shares shall vest; and

(iii)  

On the third anniversary date of Employee’s employment, the remaining 12/36 ^ths of the Option shares shall vest.

(b) 

Notwithstanding the above, after the first anniversary date of Employee’s employment, in the event (i) Employee is terminated without Cause, (ii) Employee terminates for Good Reason or (iii) the Employment Term ends without renewal or extension, Employee shall be entitled to additional vesting in the amount of 1/36 ^th for each month of employment completed after the most recent anniversary date of employment. In such event, Employee shall have ninety (90) days after the date of termination or non-renewal or extension in which to purchase/exercise any such Option(s).

(c) 

The purchase price shall be the fair market value of the Company’s common stock as determined by the first Five Hundred Thousand Dollars ($500,000) in capital invested after the Merger is effective.

(d) 

 This Option is not assignable and may only be exercised by Employee during the term of employment under this Agreement except as set forth above in Section 3.03(b).

3.04  

During the Employment Term, Employee shall be entitled to fifteen (15) days paid vacation per year, which may be used in accordance with the policies, programs and practices of Company, which are in effect generally from time to time with respect to other peer executives of Company.

Employee’s Sick Leave

3.05  

During the Employment Term, Employee shall be entitled to paid sick leave in accordance with the policies, programs and practices of Company which are in effect with respect to other peer executives of Company.

3.06  

During the Employment Term, Employee shall be entitled to participate in all savings and retirement plans to the extent applicable generally to other peer executives of Company, including any 401(k) plan maintained by Company, if any.

3.07  

During the Employment Term, the Employee and/or the Employee’s family and dependents, as the case may be, shall be eligible for participation in and shall receive all benefits under all welfare benefit plans provided by Company (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, and accidental death and travel accident insurance plans) to the extent applicable generally to other peer executives of Company.

4.01

It is recognized and agreed by the Parties to this Agreement that in connection with the services to be performed for Company, Employee will be obliged to expend money for travel, entertainment of customers, gifts, and similar business expenses.  Employee is authorized to incur reasonable business expenses for promoting the business of Company, in accordance with the policies, practices and procedures of Company.

4.02  

(a) 

Company shall promptly reimburse Employee for all reasonable business expenses incurred by Employee in connection with the business of Company.

(b) 

Each such expenditure shall be reimbursable only if it is of a nature qualifying it as a proper deduction on the federal and state income tax return of Company.

(c) 

Each such expenditure shall be reimbursable only if Employee furnishes to Company adequate records and other documentary evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of each such expenditure as an income tax deduction.

5.01  

As used in this Agreement “Confidential Information” includes, without limitation, [design information, manufacturing information, business, financial, and technical information, sales and processing information, product information, customers, customer lists, vendors, vendor lists, pricing information, corporation and personal business contact and relationships, corporation and personal business opportunities, software, computer disks or files, or any other electronic information of any kind, Rolodex cards or other lists of names, addresses or telephone numbers, financial information, projects, potential projects, current projects, projects in development and future projects, forecasts, plans, contracts, releases, and other documents, materials or writings that belong to Company, including those which are prepared or created by Employee or come into the possession of Employee by any means or manner and which relate directly or indirectly to Company, and each of its owners, predecessors, successors, subsidiaries, affiliates, and all of its shareholders, directors and officers (all of the above collectively referred to as “Confidential Information”).  Confidential Information includes information developed by Employee in the course of Employee’s services for Company for the benefit of Company, as well as other Confidential Information to which Employee may have access in connection with Employee’s services.  Confidential Information also includes the confidential information of other individuals or entities with which Company has a business relationship.

5.02  

Employee will maintain in confidence and will not, directly or indirectly, disclose or use (or allow others working with E