EXECUTIVE EMPLOYMENT AGREEMENT

1.  

Definitions.  As used in this Agreement:

A.  

“Company” means Advanced Growing Systems, Inc. its successors and assigns, and any of its present or future subsidiaries or organizations controlled by, controlling, or under common control with it.

B.  

“Confidential Information” means any and all information disclosed or made available to the Employee or known by the Employee as a direct or indirect consequence of or through Employee’s employment by the Company and not generally known in the industry in which the Company is or may become engaged, or any information related to the Company’s products, processes, or services, including, but not limited to, information relating to research, development, inventions, manufacture, purchasing, accounting, engineering, marketing, merchandising, or selling.

C.  

“Inventions” mean discoveries, concepts and ideas, whether patentable or not, relating to any present or prospective activities of the Company, including, but not limited to, devices, processes, methods, formulae, techniques, applications, technology and any improvements to the foregoing. Such definition shall also encompass all such discoveries, concepts and ideas, even if formulated by the Employee prior to his employment by the Company.

D.  

“Company Monthly Base Pay” means the employee’s last monthly remuneration, prior to termination of Employee’s employment with the Company, before federal, state, and local taxes and other withholding, but exclusive of extra compensation, such as that attributable to bonuses, overtime or employee retirement or pension benefits.

E.  

“Conflicting Organization” means any person or organization engaged, directly or indirectly, in the research, development, production, marketing or selling of a Conflicting Product.

F.  

“Conflicting Product” means any product, process, technology, application, or service of any person or organization, other than the Company, in existence or under development, which resembles, competes with or is marketed or offered for sale or lease to the same or similar potential customers as a product, process, technology, application, or service which is the subject of research, development, production, marketing or selling activities of the Company.

2.  

Employment. The Company hereby employs the Employee and the Employee hereby agrees to accept employment with the Company upon the terms and conditions herein set forth.

3.  

Term.  The Company hereby employs the Employee for a period of roughly twenty-four (24) months beginning on the 29th day of August, 2008, and ending on the 31st day of August, 2010, unless sooner terminated as provided in Section 13 (Disability), Section 14 (Death During Employment) or Section 16 (Termination), hereof; provided, this Agreement may be extended for additional periods or its terms amended upon the mutual written agreement of the Parties.

4.  

Position.  The Employee shall be employed in the capacity of Chief Financial Officer with such managerial, administrative and other services as are customarily associated with or incident to such position and shall perform such other duties and responsibilities for the Company as the Company may reasonably require, consistent with such position.  The Employee shall not be assigned nor requested to perform duties or functions for which he has not been adequately trained or for which he does not have adequate education and/or professional experience.

5.  

Extent of Services.  The Employee shall diligently and conscientiously devote Employee’s time, attention and energies to the business of the Company and shall not, during the term of this Agreement, be engaged in any other full time business activity whether or not such business activity is pursued for gain, profit, or other pecuniary advantage; however, except as set forth in Section 16, this provision shall not be construed as preventing the Employee from investing Employee’s assets in such form or manner as will not require full-time services on the part of the Employee outside of the Company.

6.  

Working Facilities.  The Employee shall be furnished with such facilities suitable to Employee’s position and adequate for the performance of Employee’s duties and the conduct of the Company’s business.   The Employee’s principal office shall be located in the area selected by the Company; provided, however, the Employee agrees to do such traveling as is required to carry out Employee’s duties hereunder.

7.  

Compensation.  The Company’s Board of Directors or the management of the Company may increase the Employee’s Company Monthly Base Pay from time to time as the Board may see fit to grant such an increase. The Employee shall be a participant in any deferred compensation, bonus and/or stock option plans designed and implemented by the Company’s Board of Directors for the benefit of the Company’s key executives and employees.   The Employee shall participate in any such plans at a level commensurate with Employee’s position with the Company.

A.  

Company Monthly Base Pay. For all services rendered by the Employee under this Agreement, Employee shall be paid a salary in the sum of $ 120,000 per year, beginning on February 1, 2008. These amounts shall be paid in equal monthly or bi-monthly installments to the Employee as Company Monthly Base Pay.  Employee will also receive a monthly auto allowance not to exceed $1,000 per month.  Employee will be required to maintain full coverage insurance on the vehicle during the term of this agreement.

B.  

Benefits. Employee shall be eligible for Company-paid health insurance, dental insurance, 401K Plan when available, short/long term disability coverage and other benefits that are and may become available. Employee shall be eligible to participate in any such benefits at a level commensurate with Employee’s position with the Company.  Employee will also be given 100,000 shares of Company stock upon execution of this agreement.

8.  

Expenses.  All expenses for transportation and travel, including business use of personal automobi