EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between EXOBOX TECHNOLOGIES CORP., a Nevada corporation, with principal offices at 2121 Sage Road, Suite 200, Houston, Texas  77056 (“Company”), and Kevin P. Regan, an individual residing at 2356 Bolsover, Houston, Texas 77005 (“Employee”), effective the 1 st   day of January, 2009.

1.             Employment .   On the terms and subject to the conditions set forth herein, the Company hereby employs the Employee and the Employee hereby accepts employment with the Company.

2.             Duties and Responsibilities .  Subject to the other provisions hereof and to the power of the board of directors of the Company (the “Board”) and the Chief Executive Officer of the Company (“CEO”) to manage the business and affairs of the Company and to elect and remove the Company’s officers and other managers, the Company hereby employs the Employee as President and Chief Operating Officer.  The Employee shall have the responsibilities, the duties, functions and authority as are customarily or otherwise reasonably incidental to such position and such other duties, functions and responsibilities as the Board or the CEO from time to time reasonably may require. Subject to limitations, if any, imposed or to be imposed by the Company Board or CEO, such responsibilities primarily shall include, but not be limited to, leading and managing the Company’s general business operations, including product development, sales, marketing and business development efforts; managing the development of any new or derivative technologies or products; build out of the Company’s direct and indirect channels, assisting in the Company’s funding efforts and diligently performing to the best of his abilities any and all other duties pertaining to such position and as may be reasonably requested by the Company Board or CEO.   Employee’s normal work week shall be 9:00 am to 5:30 pm, Monday through Friday; provided, however, Employee shall devote such additional time, if any, as is reasonably necessary to accomplish Employee’s duties hereunder, without entitlement to additional compensation other than as may be applicable pursuant to Section 3.(b) below.

3.            Compensation and Other Employee Benefits .   As compensation for the Employee’s services hereunder during the Employment Term (as defined in Section 4), the Company will compensate the Employee as follows:

(a)            Base Salary .   During the Employment Term, the Company shall pay to the Employee an annual base salary (the “Base Salary”), subject to such withholdings or other deductions as may be required by applicable laws or regulations, in the amounts set forth below, payable in accordance with the then current payroll policies of the Company, which Base Salary will be subject to annual increase (but not decrease) at the discretion of the Board (or the compensation committee thereof). Employee shall receive a Base Salary of Two Hundred Sixty Thousand and No/100 Dollars ($260,000.00) annually, payable $10,833.33 semi-monthly.

(b)            Annual Bonus .   The Employee shall be eligible to receive (i) an annual cash bonus of up to two (2) times the Employee’s Base Salary (the “Annual Bonus”) as determined by the Compensation Committee and (ii) equity from the Exobox Technologies Corp. 2007 Directors, Officers and Consultants Stock Option, Stock Warrant and Stock Award Plan or such other successor Employee pool, if any, as may be in effect in a given year, at the end of each year, subject to meeting such performance criteria as determined each year by the Board, in its sole discretion.  Such Annual Bonus shall be subject to annual review by the Board (or the compensation committee thereof).

(c)            Stock Grant. Upon execution of this Agreement and subject to any and all regulatory requirements, the Company shall grant to the Employee Five Million (5,000,000) shares of the Company’s common stock restricted under Rule 144 (“Stock”). All sales, gifts or other transfers, if any, of the Stock by Employee, in whole or in part, will be subject to Rule 144 as promulgated under the Securities Act of 1933, as amended.

(d)            Stock Warrants. Upon execution of this Agreement, and subject to any and all regulatory requirements, the Company shall grant to the Employee warrants to purchase up to Seven Million Five Hundred Thousand (7,500,000) shares of the Company’s common stock on the terms set forth below (“Warrants”). All sales, if any, of shares acquired by Employee by his exercising any of the Warrants, in whole or in part, will be subject to Rule 144 as promulgated under the Securities Act of 1933, as amended. The Warrants shall provide for cash or cashless exercise at the holder’s option, at the price and date as follows:

(e)            Employee Benefits .   Subject to the right of the Company to amend or terminate any employee benefit, compensation or welfare plan, the Company shall afford the Employee the right to participate in (A) such medical and dental plans as the Company makes available to its exempt, salaried, executive officer employees generally during the Employment Term; (B) any employee and/or group benefit plans that the Company makes available to its exempt, salaried, executive officer employees generally during the Employment Term (including disability, accident, medical, life insurance and hospitalization plans) and (C) any other benefit or perquisite plan made available to exempt, salaried, executive officer employees, such as additional life insurance, vehicle allowances, professional or social club memberships, etc.

(f)            401K Retirement Plan .   The Employee shall be entitled to participate in the Company’s 401K Plan, if any, on the same terms offered to the Company’s exempt, salaried, executive employees generally during the Employment Term.

(g)            Paid Time Off .   Commencing January 1, 2009, the Employee shall begin to accrue paid time off in the amount of four (4) weeks per calendar year, increasing to five (5) weeks per calendar year after the third anniversary of the Effective Date, if Employee is still employed.

(h)            Other Compensation .   Subject to the requirements of the business expense reimbursement policies and procedures of the Company as in effect from time to time, the Company promptly shall reimburse the Employee for all reasonable out-of-pocket expenses he incurs in the course of performing his duties under this Agreement out of available Company funds, if any.  Provided, however, that Employee shall obtain the advance, written consent of the Company CEO or a majority of the Board prior to Employee’s incurring any reimbursable expense hereunder in excess of $10,000.00.  In the event Employee incurs an expense in excess of $10,000.00 without the Board’s advance, written consent, then the Company may, at its sole discretion, reimburse Employee in full for said expense upon receipt of the related expense report and back-up documentation, but shall have no obligation to reimburse Employee in excess of $10,000.00 for such expense.  In addition, the Company shall pay for the Employee’s cellular phone and calls thereon, not to exceed $1,000 per month without prior written approval from the Company CEO or a majority of the Board.

4.            Term .   Subject to its earlier termination as provided below, the term of the Employee’s employment under this Agreement (the “Employment Term”) will be for two (2) years, commencing on the Effective Date; provided, however, that if neither the Company nor the Employee terminates this Agreement prior to the second (2 nd ) anniversary of the Effective Date (or each bi-yearly anniversary thereafter), the Employment Term shall continue thereafter for an additional two (2) years.

5.            Termination of Employment .

(a)            Due Cause .   If, during the Employment Term, the Company has Due Cause (as hereinafter defined) to terminate the Employee’s employment, the Company will be entitled to terminate the Employee’s employment at any time by delivering written notice of such termination to the Employee, in which event (i) the Employee’s termination will be effective immediately on the delivery of that notice, (ii) the Company will pay to the Employee a lump sum amount, due on termination, equal to one (1) month of his then current Base Salary, and (iii) all the rights and benefits the Employee may have under all employee benefit, bonus and/or stock option plans and programs of and/or agreements with the Company, if any, will be determined in accordance with the terms and conditions thereof based on the Employee’s employment being terminated thereunder for all purposes as of the date his employment is terminated under this Agreement.  “Due Cause” means:  (i) the Employee has committed a willful serious act that constitutes personal dishonesty, such as fraud, embezzlement or theft, against the Company; (ii) the Employee has been convicted of a felony (or entered a plea of nolo contendre to a felony charge); (iii) the Employee has engaged in willful conduct that has caused demonstrable and serious injury, monetary or otherwise, to the Company; (iv) the Employee, in carrying out his duties hereunder, has been guilty of willful gross neglect or willful gross misconduct; (v) the Employee has refused to carry out his duties hereunder and, after receiving written notice to such effect from the Company, failed to cure the existing problem within thirty (30) days of receipt of such written notice; or (vi) the Employee has materially breached this Agreement and has not remedied that breach within thirty (30) days after receipt of written notice from the Company that the breach has occurred.

(b)            Without Due Cause .  If the Company terminates the employment of the Employee during the Employment Term without Due Cause, (i) the Company will pay to the Employee a lump sum amount equal to his Base Salary that would be payable for the greater of the (x) remaining period of the Employment Term (had it continued for its then remaining term) or (y) a period of  six (6) months for every 12 months of employment, on a pro rata basis, capped at 24 months (e.g., 24 months of employment would project to 12 months payment under this option), without any duty of mitigation on the Employee’s part, and (ii) all the rights and benefits the Employee may have under all employee benefit, bonus and/or stock option plans and programs of and/or agreements with the Company, if any, will be determined in accordance with the terms and conditions thereof based on the Employee’s employment being terminated thereunder for all purposes as of the date his employment is so terminated hereunder without Due Cause.

(c)            Change in Control .  If, during the Employment Term, the Employee resigns for Good Reason (as defined below) on or within six months following a Change in Control, (i) the Company will pay to the Employee a lump sum amount equal to twenty-four (24) months of his then current Base Salary, without any duty of mitigation on the Employee’s part, and (ii) all the rights and benefits the Employee may have under all employee benefit, bonus and/or stock option plans and programs of or agreements with the Company, if any, will be determined in accordance with the terms and conditions thereof based on the Employee’s employment being terminated thereunder for all purposes as of the date his employment is terminated under this Agreement.

A “Change in Control” shall be deemed to have occurred if:

(i)            any person, other than the Company or benefit plan of the Company, acquires, directly or indirectly, the beneficial ownership (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of any voting security of the Company and immediately after such acquisition such person is, directly or indirectly, the beneficial owner of voting securities representing fifty percent (50%) or more of the total voting power of all of the then-outstanding voting securities of the Company;

(ii)           the stockholders of the Company shall approve a merger, consolidation, recapitalization or reorganization of the Company, or a reverse stock split of outstanding voting securities, or consummation of any such transaction if stockholder approval is not obtained, other than any such transaction which would result in at least seventy-five percent (75%) of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction being beneficially owned by at least seventy-five percent (75%) of the holders of outstanding voting securities of the Company immediately prior to the transactions with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the transaction; or

(iii)           the stockholders of the Company shall approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or a substantial portion of the Company’s assets (i.e., fifty percent (50%) or more of the total assets of the Company).

The Employee shall have “Good Reason” to terminate this Agreement and his employment hereunder upon the occurrence of any of the following events:   (a) the Employee experiences a material reduction in the authority, responsibilities or duties from those described in Section 2 hereof or (b) a material breach of this Agreement by the Company which continues for thirty (30) days after receipt of written notice of such breach is received by the Company from the Employee or (c) the Employee.

(d)            The Employee’s Right To Terminate . Notwithstanding the provisions of Section 4, the Employee shall have the right to terminate his employment under this Agreement at any time for any of the following reasons:

(i)            for Good Reason as defined above; or

(ii)           for any other reason, in the sole discretion of the Employee, upon 45 days written notice to the Company.

If the Employee elects to terminate his employment with the Company pursuant to Section 5 (d)(i) above, the severance obligations under Section 5(b) shall apply, as if the Employee’s employment was terminated by the Company without cause. If the Employee elects to terminate his employment with the Company pursuant to Section 5(d)(ii), the Company will owe no severance obligations to the Employee, but will pay Employee’s salary and other contractual benefits through date of termination.

(e)            Death .   If, during the Employment Term, the Employee dies, (i) the Company will pay to the Employee’s estate the Employee’s Base Salary accrued and unpaid through the end of the month in which he dies and (ii) all rights and benefits his estate or beneficiaries may have under all employee benefit, bonus and/or stock option plans and programs of or agreements with the Company, if any, will be determined in accordance with the terms and conditions thereof.

(f)             Disability .   To the extent not otherwise mandated by the Americans with Disability Act (“ADA”) or other applicable law, if any, if, during the Employment Term, the Employee suffers a Disability (as hereinafter defined), (i) the Employee’s employment will terminate ninety (90) days after the date on which the Company determines that such Disability has occurred, (ii) the Company will pay to the Employee his Base Salary accrued and unpaid through the end of the month in which his employment is terminated due to that Disability and (iii) all the rights and benefits the Employee may have under the employee benefit, bonus and/or stock option plans and programs of or agreements with the Company, if any, will be determined in accordance with the terms and conditions thereof.  “Disability” means the inability or incapacity (by reason of a medically determinable physical or mental impairment) of the Employee to perform the duties and responsibilities then assigned to him hereunder for a period that can be reasonably expected to last more than one hundred twenty (120) days.  That inability or incapacity will be documented to the reasonable satisfaction of the Company by appropriate correspondence from registered physicians reasonably satisfactory to the Company.

6.              Indemnity.            The Company shall indemnify Employee through an Indemnity Agreement between the Company and Employee in the form attached hereto as Exhibit “A”.

7.              No Conflicts .   The Employee represents and warrants that the Employee is under no contractual or other restrictions or obligations that will (a) limit the Employee’s activities on behalf of the Company or (b) prohibit or inhibit disclosure or use by the Employee of any information in possession of the Employee which directly or indirectly relates to the operation or business of the Company or the services to be rendered by the Employee under this Agreement or otherwise.

8.             Restrictions on Competitive Employment and Solicitation; Ownership of Intellectual Property and Nondisclosure Agreement:   Employee acknowledges and agrees that in reliance upon Employee’s representations and agreements set forth in this Agreement, the Company is making available to Employee valuable Confidential Information (as hereinafter defined) and training, in order to enable Employee to perform his services and duties under this Agreement and for no other purpose.  As used herein the term “Confidential Information” means any and all client lists, trade secrets, methods of operation, patent information, coding & programming data, software development plan(s), software design documents & information, other intellectual property data, detailed information concerning various clients and other confidential and/or proprietary information, including, but not limited to, documents and other information, including trade secrets  and/or other confidential, proprietary and/or commercial information concerning Exobox’s proprietary technology referred to in any and all Exobox U.S. and/or foreign Patent Applications and related applications, patents, registrations, continuations, divisions, improvements, reissues, extensions, derivative works and/or developments and/or business plans, marketing plans and/or other information relating to the makeup, business, products, product lines, inventory, customers and customer lists, plans, operations and methods of operation, technology, financial statements and data, reports and disclosures, whether provided orally or in writing, and all know-how, data or technical information relating thereto, concerning Exobox and its assets and/or operations furnished hereunder at any time by Exobox to Recipient. Employee recognizes that the Company’s willingness to enter into this Agreement and provide Employee with such Confidential Information is based in material part on Employee’s agreement to the provisions of this Section 8 and that Employee’s breach of one or more provisions of this Section 8 could materially damage the Company.  Employee further acknowledges and agrees that he has no intent to enter the Company’s field of operations, for himself or on behalf of others, except on behalf of the Company as set forth in this Agreement.  Accordingly, Employee acknowledges and agrees that: