EMPLOYMENT AGREEMENT

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EXHIBIT 10.13

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of

_________________, 2005 (the "Effective Date"), by and between USG&E, INC. a

Delaware corporation ("USG&E"), and DOUG MARCILLE, a resident of Florida

("Employee").

RECITALS:

WHEREAS, Employee has become employed by USG & E; and

WHEREAS, USG&E wishes to employ Employee and to obtain reasonable

protection against unfair competition by Employee, and Employee wishes to be an

employee of USG&E and grant such protection to USG&E, all on the terms and

conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual representations, warranties,

covenants and agreements set forth herein, the parties hereto agree as follows:

AGREEMENT:

1. Employment.

(a) Employment. During the Term (as defined in Section 1(b) below),

USG&E shall employ Employee as the President and Chief Executive Officer of

USG&E, and Employee shall provide services to USG&E consistent with such

position. In such position, Employee shall also perform services for any

subsidiary of USG&E for no other consideration.

(b) Term. The term of this Agreement shall commence on the Effective

Date and, unless earlier terminated pursuant to Section 3 below, shall continue

for a period of thirty-six (36) months thereafter (the "Term").

(c) Duties and Responsibilities. During the Term, Employee shall

devote his full time and efforts to the service of USG&E, shall perform his

duties honestly, diligently, competently, in good faith and in the best

interests of USG&E and shall use his best efforts to promote the interests of

USG&E. Employee shall perform the duties consistent with his role as President

and Chief Executive Officer, subject to direction from USG&E's Board of

Directors.

2. Compensation and Benefits.

(a) Base Salary. In consideration for the Employee's services

hereunder and the restrictive covenants contained herein, USG&E shall pay to

Employee a base salary of $244,000 (the "Salary"). The Salary shall be payable

in accordance with USG&E's customary payroll practices.

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(b) Bonus. In addition to the Salary and as additional consideration

for Employee's agreement to the restrictions set forth in Sections 4 and 5

below, and upon the attainment of such targets as the Board of Directors of

USG&E shall set, USG&E shall pay to Employee a bonus (the "Bonus") of up to 60%

of his base salary. Such targets shall be set annually in advance or otherwise

agreed to by the Board of Directors.

(c) Special Compensation. USG&E shall pay Employee's costs of

maintaining his CPA license and his membership in the Massachusetts Bar,

including costs associated with continuing education required to maintain such

license and membership.

(d) Other Compensation Programs. Employee shall be entitled to

participate in any incentive and deferred compensation programs, stock option

and other equity based programs and such other programs as may be established

and maintained from time to time for the benefit of USG&E's executive officers

or employees, subject to the provisions of such programs.

(e) Vacations. Employee shall be entitled to vacation on an annual

basis in accordance with USG&E's published policies. Employee shall be entitled

to be reimbursed for any accrued and unused vacation time as of the date he is

no longer an employee of USG&E.

(f) Fringe Benefits. Employee shall be entitled to participate in any

health, dental, life, and disability insurance programs and in any pension,

profit sharing or other fringe benefit programs that may be established and

maintained from time to time for the benefit of USG&E's executive officers or

employees, subject to the provisions of such plans and programs.

(g) Expenses. The Employee shall be reimbursed for all out of pocket

expenses reasonably incurred by him on behalf of or in connection with the

business of USG&E, pursuant to the normal standards and guidelines published

from time to time by USG&E.

(h) Withholding. All payments made to the Employee hereunder shall be

made net of any applicable withholding for income taxes and the Employee's share

of FICA, Medicare or other taxes. USG&E shall withhold such amounts from such

payments to the extent required by applicable law and remit such amounts to the

applicable governmental authorities in accordance with applicable law.

3. Early Termination.

(a) Termination for Cause. At any time during the Term, USG&E shall

have the right to terminate this Agreement and to discharge the Employee for

Cause (as defined below). Such termination shall be effective upon delivery of

written notice to the Employee specifying the facts giving rise to Cause. For

purposes of this Agreement, Cause shall mean:

(i) Employee's material breach of this Agreement which has a

material adverse effect on USG&E, after Employee has been given

written notice specifying such breach and Employee has failed to cure

such breach within a reasonable time;

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(ii) Employee's continuing failure or refusal to perform the

duties and responsibilities of his office, and such failure or refusal

has a material adverse effect on USG&E, after Employee has been given

written notice specifying such failure or refusal and Employee has

failed to cure such breach within a reasonable time;

(iii) Employee's gross negligence or willful misconduct in the

performance of his duties hereunder,

(iv) Employee's commission of an act of dishonesty adversely

affecting USG&E or the commission of an act constituting common law

fraud or a felony, or

(v) Employee's willful and intentional commission of an act

(other than the good faith exercise of his business judgment in the

performance of his duties) causing material harm or loss to USG&E or

its business reputation.

If at any time during the Term Employee is terminated for Cause, Employee shall

receive his Salary through the date of Termination and USG&E shall thereafter

have no further obligation to Employee. If Employee is terminated for Cause and

thereafter it is determined that Cause did not exist, the Employee shall receive

the compensation provided in Subsection 3(b) below as if he had been terminated

without Cause.

(b) Without Cause. At any time during the Term, USG&E shall have the

right to terminate this Agreement and to discharge Employee without Cause, such

termination to be effective upon delivery of written notice of termination to

Employee. Upon any such termination by USG&E without Cause, and provided that

Employee is otherwise in compliance with the provisions of Sections 4 and 5

below, Employee shall be entitled to receive:

(i) his Salary, plus any accrued but unpaid Bonus, through the

date of termination; plus

(ii) for each month remaining in the Term, an amount equal to the

monthly portion of his Salary, when and as the same would have been

due and payable hereunder but for such termination; plus

(iii) any Bonus that is earned during the year in which the

termination occurs, to be paid when and if USG&E meets the bonus

targets previously established for that particular year; plus

(iv) continuing coverage for health, disability, dental or life

insurance from USG&E's then existing fringe benefit programs for the

remaining term of the Agreement; provided, however, that USG&E's

obligation shall end on the date on which the Employee becomes covered

by comparable benefits by a subsequent employer; plus

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(v) all stock option grants, restricted stock grants or other

equity grants issued during the term of this Agreement, will

immediately vest and such securities to the extent they are options to

purchase equity of the Company, will remain exercisable for the lesser

of the unexpired term of the option without regard to the termination

of Employee's employment or two (2) years from the date of termination

of employment.

Upon payment of such amounts hereunder, USG&E shall not have any further

obligations to Employee hereunder.

(c) V