EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into to be effective as of September 1, 2008 by and between MIP Solutions, Inc. , a Nevada corporation (the “ Company ”), and Rocky Richard Arnold (the “ Executive ”).

NOW, THEREFORE , in consideration of the agreements of the parties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.   Employment . The Company hereby employs Executive to serve as its President and Chief Executive Officer (collectively, the “ Position ”), and Executive agrees to serve in the Position with the Company , or to serve in such other position or positions as the Company and Executive may agree from time to time. The Executive hereby accepts such employment and agrees to devote his best efforts to the business and affairs of the Company, and pursuant to the general direction of the Board of Directors of the Company (the “ Board ”).

2.   Term of Employment . The term of the Executive’s employment shall continue until terminated by either party pursuant to the terms of this Agreement. Executive is employed by the Company “at will” and Executive’s employment may be terminated at any time, by Executive or the Company, for any reason and for no reason.

3.   Compensation and Expenses .

(a)   Salary . As compensation for the Executive’s services following the financing defined below (the “ Financing ”), during the term of the Executive’s employment hereunder, the Company shall pay the Executive an annual salary (the “ Salary ”) of $140,000, payable in 24 equal semi-monthly installments, subject to required tax and other fiduciary withholding requirements. Until such time as Company receives the Financing, Executive shall be paid $60,000 per annum in director’s fees, salary, other payments, or a combination of the above. Subject to compliance with all applicable securities laws, prior to the Financing, the $60,000 shall be paid in cash and/or restricted stock, as may be mutually agreed.

(b)   Financing . The “Financing” means when the Company secures a cumulative investment of $2,000,000 starting from the date of this Agreement.

(c)   Expenses . The Company shall reimburse the Executive for all reasonable and necessary business expenses incurred by him in connection with the performance by him of his duties hereunder and in accordance with the Company’s policies and procedures with respect thereto, as they may be changed from time to time.

(d)   Signing Bonus . As a one time signing bonus, subject to compliance with all applicable securities laws, and for services actually already rendered as a Consultant, Executive shall be issued 50,000 shares of restricted stock of the Company to be issued January 2, 2009. Additionally, Executive shall receive and be granted the 100,000 shares which were due at the conclusion of his consultancy, upon execution of this Agreement.

(e)   Director and Officer Insurance; Indemnification . The Company shall obtain, within thirty (30) days of the date of this Agreement, reasonable director and officers’ insurance covering Executive’s tenure. The Company shall indemnify and hold Executive harmless, pursuant to he terms of a written Indemnification Agreement from any and all actions, suits and losses that arise from his employment by, or services on behalf of, the Company.

(f)   Stock Options . Subject to compliance with all applicable securities laws and pursuant to the provisions of a to-be-created Stock Option Plan, the Company shall grant to Executive an incentive stock option to purchase 1,200,000 shares of registered common stock of the Company. Such stock options shall vest ratably over 48 months, and shall provide that in the event of (i) any change of control of the Company, and (ii) the termination of Executive’s employment without Cause as defined in Section 6 hereinbelow within 18 months following the change of control, all such options shall become fully vested. Until such Stock Option Plan is instituted and approved by the Board, the Company shall provide an equivalent pro-rata amount of stock on a month by month basis, all to be issued in 2009.

(g)   Vacation . The Executive shall be entitled to 20 annual paid personal days. Personal days taken for vacations shall be taken at such times as the Executive and the Company may mutually agree.

(h)   Other Employee Benefits . The Executive shall be entitled to participate in the Company’s health insurance plans or programs and such other benefit plans as may be adopted, from time to time, by the Company, to the extent that they, by their terms, cover the Executive. Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any employee benefit plan or program at any time or from time to time.

4.   Restrictive Covenants .

(a)   Other Business Ventures . During the term of the Executive’s employment hereunder, the Executive shall not, without the prior approval of the Board, directly or indirectly, either as an officer, director, employee, agent, advisor, consultant, principal, stockholder, partner, owner or in any other capacity, on his own behalf or otherwise, in any way engage in, represent, be connected with or have a financial interest in, any business which is or, to the best of his knowledge, is about to become competitive with the business of the Company; provided, however, that nothing herein contained shall be deemed to prohibit the Executive from being a passive investor owning up to 1% of any class of outstanding securities of any company whose stock is publicly traded.

(b)   Proprietary Information and Inventions Agreement . The Executive agrees that the Executive’s employment by the Company is conditioned upon the Executive promptly signing an agreement in substantially the form of the Company’s standard form of Proprietary Information and Inventions Agreement.

5.   Termination of Employment by Executive For Good Cause . In the event the employment of the Executive with the Company is terminated by the Executive for “Good Cause,” the Executive shall immediately and fully vest in all of the Severance Benefits set forth in Section 7 below. For purposes of this Section 5, “Good Cause” shall be defined as: (i) a decrease in Executive’s compensation of greater than twenty-five percent (25%) of his compensation (x) immediately prior to such decrease or (y) in the aggregate over a period not exceeding two years (not including any decrease in compensation that is applied to each of the Company’s executive officers equally), (ii) a material change in Executive’s corporate position, title or responsibilities, or (iii) the locating of the principal offices of the Company which causes Executive to have to commute more than 50 miles from his present home without the Executive’s consent. In the event of the existence of Good Cause, the Executive may terminate his employment at any time.

6.   Termination of Employment Without Cause . In the event the employment of the Executive with the Company is terminated without “Cause”, the Executive shall immediately and fully vest in all of the Severance Benefits set forth in Section 7 below. For purposes of this Section 6, “Cause” shall be defined as the Executive’s: (i) violation of any material provisions of any written agreement between the Company and Executive, (ii) being convicted of a felony and lapse of all rights of appeal, or (iii) commitment of any act of willful misconduct, gross negligence, or dereliction of his duties. In the event the employment of the Executive with the Company is terminated with “Cause”, the Executive shall not receive any of the Severance Benefits set forth in Section 7 below.

7.   Severance Benefits and Election . In the event that the employment of the Executive is terminated (i) by the Executive for Good Cause pursuant to Section 5 or (ii) by the Company without Cause pursuant to Section 6, Executive shall have thirty days to elect the Release Severance or the No-Release Severance as set forth below:

(a)   No-Release Severance . Executive may elect to receive the following severance benefits without agreeing to a general release of all claims known and unknown: The Comp