EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is executed in Tulsa, Oklahoma to be effective as of the 29th day of April, 2007, by 3DIcon Corporation , an Oklahoma corporation, (“3DIcon”), with its principal place of business located in Tulsa, Oklahoma, and Vivek Bhaman , a resident of California ( “ Employee”).

WHEREAS , 3DIcon and Employee desire to enter an employment relationship on the terms and conditions as set forth herein;

NOW, THEREFORE , in consideration of the mutual covenants and agreements hereinafter contained, and subject to the conditions set forth herein, 3DIcon and Employee hereby agree, subject to the terms and conditions of this Agreement, as follows:

1.   Employment; Offices; Reports and Duties . Effective upon the Commencement Date, 3DIcon shall employ Employee in the capacity of President and Chief Operating Officer (“COO”) of 3DIcon and Employee hereby accepts such employment, on the terms and conditions hereinafter set forth and such as may from time to time be established by 3DIcon’s Board of Directors (the “Board”). Employee shall report to and be supervised by the Board and 3DIcon’s Chief Executive Officer (“CEO”). In his capacity as President and COO, Employee agrees to perform the duties consistent with such offices, as may be assigned to him from time to time by the Board or CEO. Employee agrees to perform his duties to the best of his abilities and to devote his full business time, attention, skill, and energy to the performance of his duties and to the promotion of the success of 3DIcon. Employee shall have the authority delegated to him by the Board. During the Term (as defined below), Employee shall not engage in any other outside business activities or serve as a director of any other corporation, entity or enterprise, except as set forth on the attached Schedule “A” or as agreed in writing by the Board. While the headquarters of 3DIcon will be in Tulsa, Employee will be based in a 3DIcon office in the Los Angeles, CA area..

2.   Compensation . As compensation for the services to be rendered by Employee to 3DIcon pursuant to this Agreement, Employee shall receive the following compensation and other benefits:

(a)   Salary . 3DIcon shall pay Employee an annual salary of $250,000.00, earned and payable in twenty-four equal semi-monthly installments in arrears. Employee’s salary will be reviewed annually. 

(b)   Bonus . Employee will be eligible to receive an annual cash bonus based on the achievement of certain performance parameters set by the Board for Employee and 3DIcon. The terms and conditions of such bonus program (including the specific goals and other criteria to be achieved) will be determined by the Board. For calendar year 2007, Employee shall be entitled to a bonus, payable on or before March 15, 2008, in an amount equal to twenty-five percent (25%) of the salary set in Section 2(a) of this Agreement, in the event the following two conditions are met: (i) 3DIcon books revenue, as defined by GAAP, of $500,000 for calendar year 2007; and (ii) Employee is an employee of 3DIcon on the date the bonus is paid. For calendar years after 2007, the Board will determine whether a bonus will be granted and will set the bonus percentage and eligibility criteria.

(c)   Stock Options. Employee is hereby granted options to purchase shares of 3DIcon’s restricted common stock, which options shall vest and be fully exercisable on the dates and at the exercise prices set forth below, provided Employee is at the time of vesting an employee of 3DIcon:

The Option Agreement which Employee and 3DIcon shall execute in respect to this grant shall be submitted to Employee within two weeks following the Commencement date and shall be mutually acceptable to Employee and 3DIcon.

Employee acknowledges that: apart from the fact that each of the exercise prices indicated is greater than the trading value of the common stock of 3DIcon on the date hereof, the grants of these options by 3DIcon do not represent a particular present or future value or percentage of the current or future outstanding shares of 3DIcon; and that 3DIcon is not in any manner restricted by this Employment Agreement from issuing more shares of its common stock, or other securities related thereto, from increasing the number of shares it is authorized to issue in a particular class of stock, or from increasing the number of classes of stock 3DIcon may issue.

Employee further acknowledges and represents to 3DIcon that Employee may never receive the options with grant dates after the Commencement Date; that Employee is an accredited investor under federal and state securities laws; that these options and the shares which may be purchased thereunder have not been registered with the Securities and Exchange Commission or any other agency or department of the United States’ Government or any state government; and that the shares purchased under the referenced options will be subject to restrictions on transfer, and will contain a restrictive legend to such effect.  

(d)   Benefits . Employee shall be eligible to participate, to the extent he may be eligible, in any group medical and hospitalization insurance, disability insurance, profit sharing, retirement, life insurance, and each other employee benefit plan or program maintained or later instituted by 3DIcon. Employee acknowledges that: (i) participation in 3DIcon benefit programs and plans may require payroll deductions and contributions from Employee; and (ii) such benefit programs and plans are subject to amendment and termination at the discretion of 3DIcon.

(e)   Withholdings . All compensation payments to Employee shall be made subject to normal deductions therefrom, including federal and state social security and withholding taxes.

3.   Expenses . 3DIcon shall promptly reimburse Employee for his actual out-of-pocket expenses incurred in carrying out his duties hereunder in the conduct of 3DIcon’s business, which expenses shall be limited to ordinary and customary items and which shall be supported by vouchers, receipts or similar documentation submitted in accordance with 3DIcon’s expense reimburse policy and as required by law. Until a formal written policy regarding reimbursement of business expenses is adopted, such expenses must be approved in writing in advance by the CEO in order to be reimbursable to Employee.

4.   Personal Time Off . During each calendar year of employment, Employee shall be entitled to twenty business days, in the aggregate, for vacation, sick leave and personal time off (collectively, “PTO”). Such PTO shall be deemed earned and usable on the first day of employment during the calendar year. PTO for calendar year 2007 shall be prorated from the Commencement Date. Employee shall be entitled to carry over up to one-half his unused PTO from any calendar year to the next calendar year; provided, that Employee shall not be paid for any PTO which has not been used as of the date of his voluntary or involuntary separation from employment for any reason.

5.   Special Material Covenants and Representations of Employee.   Each of the following covenants and representations of Employee: (i) is true on the date this Agreement is entered and throughout the employment term; (ii) constitutes a distinct, material inducement to 3DIcon to employ Employee; and (ii) is binding and enforceable on Employee despite any allegation by Employee that 3DIcon has failed to meet any of its obligations hereunder:

(a)   Non-Use and Non-Disclosure of Confidential Information . Employee acknowledges that, as a result of his employment by 3DIcon, he will be learning, making use of, and adding to, 3DIcon’s Confidential Information (as defined below). Except as required in the performance of Employee’s duties under this Agreement or except in those instances in which Employee reasonably determines, in good faith, that use or disclosure of Confidential Information is in the best interests of 3DIcon, Employee will not use or disclose to third parties, directly or indirectly, any Confidential Information, either during his employment or after his termination of employment for any reason. In all instances when a disclosure by Employee of Confidential Information is contemplated, no such disclosure shall be made unless Employee obtains from the intended recipient of such information a Confidentiality Agreement in favor of 3DIcon. Notwithstanding the foregoing, Employee will be permitted to disclose any Confidential Information to the extent required by validly issued legal process or court order; provided, that not less than ten days before such disclosure is made, Employee shall notify 3DIcon in writing of the demand for disclosure.

As used herein, “Confidential Information” means information, including without limitation, any business plan, financial records, contracts, compilation, program, device, method, technique or process, technology, hardware, software, intellectual property, ideas, inventions, enhancements or derivatives of the intellectual property, ideas or inventions (whether or not patentable or patented, copyrightable or copyrighted, registrable as a tradename of registered as such) licenses, contracts, customer and vendor lists, regardless of how stored or communicated, that: (i) derives independent economic value, actual or potential, in part from not being generally known to, and not being readily ascertainable by proper means, by other persons who can obtain economic value from its disclosure or use; (ii) is the subject of a contractual obligation of 3DIcon to maintain its secrecy; (iii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; (iv) is wholly or partly owned by, or is licensed to, or by, 3DIcon or its affiliates; or (v) is confidential, proprietary or competitively sensitive. For purposes of this Agreement, “Confidential Information” includes both information disclosed to Employee by 3DIcon or its affiliates and information developed by Employee in the course and as part of his employment with 3DIcon or any of its affiliates. The parties agree that as used herein, “Confidential Information” shall not include the following: (I) information that at the time of disclosure is in the public domain; (II) information that was in Employee’s possession at the time of disclosure and was not acquired, directly or indirectly, from 3DIcon or its affiliates; and (III) the information that corresponds in substance to information furnished to Employee by others as a matter of right without restriction on disclosure.

The types and categories of information that 3DIcon considers to be its Confidential Information include without limitation the following information that Employee knows or has reason to know that 3DIcon or its affiliates intends or expects the secrecy of such information to be maintained, and as to which 3DIcon or its affiliates has made reasonable efforts to maintain secrecy, including: (A) non-public information concerning or resulting from research and development work performed, sponsored or acquired by 3DIcon or its affiliates, including without limitation research and development work performed by the University of Oklahoma; (B) non-public information concerning 3DIcon’s and its affiliates’ management, financial condition, financial operations, charter activities, marketing activities, sales and marketing strategies, customer information, channels of distribution, pricing policies and strategies and business plans; and (C) non-public information acquired or compiled by 3DIcon or its affiliates concerning actual or potential customers and competitors.

3DIcon may also advise Employee from time to time of restrictions upon the use or disclosure of specified information that has been licensed or otherwise disclosed to 3DIcon by third parties pursuant to license or confidentiality or non-disclosure agreements that contain restrictions upon the use or disclosure of such information. Employee agrees to abide by the restrictions upon use or disclosure contained in such agreements to the extent such restrictions do not conflict with this Agreement.

(b)   Employment will not Violate Employee’s Agreements.  

(i)   Employee represents to 3DIcon that his employment with 3DIcon will not require the use of any confidential or proprietary information belonging to Employee or others or the violation of any confidential relationship with any third party or contravene any agreement, obligation or commitment to which Employee is or may be a party with any prior employer, principal, entity or person with respect to which Employee has provided services in the past or with which Employee otherwise has or had a relationship.

(ii)   Employee represents to 3DIcon that neither Employee, nor any entity in which Employee owns or has owned an interest, is a party to any agreement by which Employee or said entity is bound not to compete with a third party or is prohibited from using information which Employee will be required to use in the course of his Employment with 3DIcon under this Agreement, or is or may be a party with any prior employer, principal, entity or person with respect to which Employee has provided services in the past or with which Employee otherwise has or had a relationship.

(c)   Employee Indemnity. Employee hereby agrees to indemnify 3DIcon, its joint venturers, directors, officers, employees and agents against, and hold said persons harmless from, any and all losses, expenses, costs, fees (including attorneys’ fees), liabilities, claims, causes and judgments of any nature or amount arising from or related to the alleged violation of any of the covenants in this Sections 5(c) of this Agreement or based upon allegations which w