AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “ Agreement ”) is dated as of May 14, 2009 (the “ Effective Date ”) by and between OCTAVIAN GLOBAL TECHNOLOGIES, INC., a Delaware corporation (the “ Company ”), and HARMEN BRENNINKMEIJER (the “ Executive ”).

WHEREAS, the parties desire to amend and restate that certain Employment Agreement dated October 30, 2008 by and between the Company and the Executive, as amended on December 8, 2008 (the “ Prior Agreement ”) by entering into this Agreement, the terms of which shall supersede and replace the terms of the Prior Agreement and govern the relationship between the parties hereto regarding the subject matter set forth herein as of the date hereof.

WHEREAS, as of the Effective Date, the Company desires to employ the Executive and to enter into an agreement embodying the terms of such employment and the Executive desires to accept such employment and enter into such an agreement on the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

1.            Term of Employment .  Subject to the provisions of Section 5 of this Agreement, the Executive shall be employed by the Company for a period commencing on the Effective Date and ending on December 31, 2013 (the “ Term ”).   The Term may be renewed in accordance with a writing executed by both parties hereto.

2.            Position .

(a)             Duties .  The principal duties of the Executive shall be to serve in the position of Chief Executive Officer of the Company and of the Company’s subsidiary, Octavian International Limited, a privately-held corporation incorporated under the laws of the United Kingdom (“ Octavian Limited ”).  The Executive shall have the duties and responsibilities delegated to him by the Company’s Board of Directors (the “ Board ”), which shall be consistent with those duties and responsibilities normally associated with the position of chief executive officer and highest ranking executive in corporations of similar size and nature to the Company, and to render such other services as are reasonably necessary or desirable to protect and advance the best interests of the Company

(b)               Devotion of Time to Company’s Business .  The Executive shall use his best efforts, skill and abilities to promote and protect the interests of the Company and Octavian Limited and the Company’s other subsidiaries and affiliates (sometimes collectively referred to hereafter as the “ Company Affiliates ”), and devote all of his working time and energies to the business and affairs of the Company and the Company Affiliates.  Notwithstanding anything to the contrary contained herein the Executive (i) may serve on the boards of additional companies or organizations and receive compensation for such services rendered; and (ii) may engage in charitable, civic, fraternal, professional and trade association activities, provided that in each such case the activities engaged in by the Executive do not materially interfere with his obligations to the Company and the Company Affiliates and do not materially reduce the amount of his working time devoted to the business and affairs of the Company and the Company Affiliates

(c)             Service on the Board . During the Term, the Company agrees to use its best efforts to cause the Executive to be elected to the Board and to nominate the Executive as a member of the management slate at each annual meeting of stockholders during the Term at which the Executive’s election class comes up for election.  The Executive agrees to serve on the Board if elected.

(d)             Directors and Officers Liability Insurance .  The Executive shall be entitled to the benefit of any directors and officers insurance coverage which is maintained by the Company and made available to senior executives of the Company.  The organizational documents of the Company shall contain provisions requiring it to provide the Executive the maximum indemnity protection allowed under applicable law.

3.            Compensation and Benefits .

(a)            Base Salary .  The Executive shall be paid a base salary during the Term, in consideration for his services provided to the Company and the Company Affiliates, at the rate of Three Hundred Thousand Euros (€300,000)   per annum (the " Base Salary "), payable in accordance with the Company’s normal payroll practices.

(b)            Bonus .

(i)   Earn Out .

(x)            In addition to the Base Salary payable to the Executive hereunder, and subject to any adjustments as provided hereafter, the Company shall issue to the Executive shares of the Company’s common stock, par value $0.001 per share (” Common Stock ”), subject to the Company’s achieving not less than the following earnings before interest, tax, depreciation and amortization (“ EBITDA ”), as reported in the Company’s audited financial statements for the applicable periods described below (the “ Earn-Out Shares ”):

Earn-Out Shares shall only be issued to the Executive, with respect to any year, to the extent that the Company has reported EBITDA of at least the amount set forth for that year.  The Company’s failure to achieve the EBITDA set forth above for any applicable year shall not preclude the Executive from receiving Earn-Out Shares for any future years, to the extent that the applicable EBITDA amounts are achieved for any such future years.  In the event that the Executive is entitled to the issuance of Earn-Out Shares for any year provided herein, the Company shall issue a certificate to the Executive for the applicable number of shares on or before the earlier of ten (10) days after (i) the date of filing of the Company’s Annual Report on Form 10-K for the applicable year or (ii) the 100 ^th day after the end of the applicable year.

(y)     If the Company, at any time during the period that any Earn Out Shares are issuable hereunder: (i) pays a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the number of Earn-Out Shares which the Company shall issue to the Executive shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately after such event and of which the denominator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event.  Any adjustment made pursuant to this subparagraph (y) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.  Notwithstanding anything to the contrary contained herein, the adjustment provisions of this subparagraph (y) shall not be applicable to the 1-for-5.0174 reverse stock split that the Company’s stockholders approved as of November 27, 2008, which the Company expects to be effective on or around December 12, 2008 and no adjustment shall be made to the number of Earn-Out Shares issuable to the Executive with respect to such reverse stock split.

(z)     The Company shall provide the Executive with prompt written notice after the occurrence of any of the events described in subparagraph (y) above that result in an adjustment to the Earn-Out Shares issuable to him hereunder.

(ii)   Warrant .  In addition to the Base Salary payable to the Executive and any other compensation payable to the Executive hereunder, the Company, on the Effective Date, shall issue to the Executive a warrant, in the form of Exhibit A annexed hereto (the “ Warrant ”) pursuant to which the Executive shall have the right, for a period of seven (7) years after the Effective Date, to purchase up to 2,720,833 shares of Common Stock at an exercise price of $3.10 per share, subject to certain adjustments as provided in the Warrant.

(iii)   Additional Compensation .  In addition to the Base Salary payable to the Executive hereunder and any other compensation payable to the Executive hereunder, the Executive also shall be entitled to receive additional compensation, in consideration for his services provided to the Company and the Company Affiliates, at such times and in such amounts as shall be determined in the sole discretion of the Board or any committee of the Board which determines such compensation.  The Board shall conduct a review not less than once each year, and such additional compensation, if any, shall be based on, among other things, the Executive’s and the Company’s performance.

(c)            Stock Options, Restricted Stock Awards, etc.   In addition to the other compensation payable to the Executive hereunder, the Executive shall also be entitled to receive grants of stock options, restricted stock and/or any other equity incentive awards available to senior executives of the Company, under equity incentive plans adopted by the Company, at such times and in such amounts as shall be determined in the sole discretion of the Board or any committee of the Board which determines such equity grants.

(d)            Withholding .  All salaries, bonuses and other benefits payable to the Executive shall be subject to payroll and withholding taxes as may be required by law.  The Executive shall be responsible to pay any income taxes with respect to the Company’s provision of benefits payable or made available to the Executive hereunder.

(a)             Employee Benefits .  During the Term, the Executive and his dependents shall be entitled to participate in the Company’s welfare benefit plans, fringe benefit plans and any qualified or non-qualified retirement plans (the “ Company Plans ”) as in effect from time to time (collectively, the “ Employee Benefits ”), on the same basis as those benefits are made available to the other senior executives of the Company, in accordance with the Company’s policies as in effect from time to time.

(b)               Perquisites .  During the Term, the Executive shall be entitled to receive such perquisites as are made available to other senior executives of the Company in accordance with the Company’s policies as in effect from time to time as determined by the Board; provided that the Executive shall be entitled to not less than four (4) weeks of paid vacation per annum, which shall be subject to the Company’s vacation policy applicable to the other senior executives of the Company and in accordance with the Company’s policies as in effect from time to time.

(c)             Life Insurance .  During the Term, the Company will reimburse the Executive for a policy or policies insuring the life of the Executive for a face amount up to a maximum of US$10,000,000; provided, however , that the Company shall not be required to reimburse the Executive for premiums in excess of US$50,000 per annum.

(d)             Cell Phone .  During the Term, the Company will reimburse the Executive for all reasonable charges in connection with his use of one (1) cell phone.

(e)             Expenses .  The Executive shall be entitled to reimbursement for reasonable and necessary business expenses incurred by him in the performance of his duties and responsibilities to the Company and the Company Affiliates, in accordance with the Company’s reimbursement and expenses policies, as in effect from time to time, including the Company’s rules regarding proper documentation.

“ Cause ” shall mean (i) the Executive’s gross negligence or willful misconduct in the performance of his material duties with respect to the Company or the Company Affiliates as provided hereunder, (ii) the conviction by the Executive of a crime constituting a felony and (iii) the Executive shall have committed any material act of malfeasance, disloyalty, dishonesty or breach of trust against the Company.

“ Date of Termination ” shall mean the date the Notice of Termination is given to the respective party; provided, however, that with respect to a termination for Cause by the Company, the Date of Termination shall not occur prior to the expiration of any applicable cure period.

“ Disability ” shall mean the Executive has become physically or mentally incapacitated and is therefore unable for a period of three (3) consecutive months to perform substantially all of the material elements of his duties with the Company or any Company Affiliate.  Any question as to whether the Executive has a Disability as to which he (or his legal representative) and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive (or his legal representative) and the Company.  If the Executive (or his legal representative) and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing.  The determination of whether the Executive has a Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

“ Good Reason ” shall mean (i) the Company’s breach of any of its material obligations or covenants set forth in this Agreement, (ii) a material diminution in the title of the Executive’s position with the Company or a material reduction of the duties or responsibilities of the Executive, (iii) a reduction in Base Salary or any material benefits provided to the Executive, (iv) the assignment to the Executive of any duties or responsibilities that are inconsistent, in any significant respect, with his position; (v) the Company’s relocation of the place where the Executive is to render his services to a location more than one hundred twenty five (125) miles from its current location, or (vi) any action by the Company which materially adversely affects the ability of the Company or the Executive to perform their respective obligations hereunder in a manner substantially consistent with how such obligations were performed immediately prior to the occurrence of such action.

“ Notice of Termination ” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated, and shall be communicated, in writing, to the other party hereto in accordance with the provisions of Section 10(g) hereafter.

(i)  The Term and the Executive’s employment hereunder may be terminated by the Company for Cause, immediately upon the delivery of a Notice of Termination by the Company to the Executive (except where the Executive is entitled to a cure period, in which case such Date of Termination shall be upon the expiration of such cure period, if such matter constituting Cause is not cured) and shall terminate automatically upon the Executive’s resignation (other than for Good Reason or due to the Executive’s death or Disability).

(A)            any accrued but unpaid Base Salary through the Date of Termination;

(B)           reimbursement for any unreimbursed business expenses incurred by the Executive in accordance with Company policy referenced in Section 4 above prior to the Date of Termination (with such reimbursements to be paid promptly after the Executive provides the Company with the necessary documentation of such expenses to the extent required by such policy); and

(C)           such Employee Benefits, if any, as to which the Company may be entitled upon termination of employment hereunder (including under the applicable provisions of Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

Following the Executive’s