EMPLOYMENT AGREEMENT

Exhibit 10.1  Employment Agreement between the Company and John Argo

This Employment Agreement (“ Agreement ”) is entered into by and between OCTuS, Inc., a Nevada corporation with principal offices at 719 Second Street, Suite 9, Davis, CA 95616 (“ OCTuS ” or the “ Company ”) and John Argo, an individual with primary residence at 1717 4 ^th Ave., Sacramento, CA 95818-3027 (“ Employee ”) effective as of the 1st day of April, 2009 (the “ Effective Date ”), as follows:

1.            Employment . OCTuS wishes to employ Employee and Employee agrees to provide services for OCTuS on the terms and conditions set forth below.

2.            Employment; Scope of Employment . Employee shall be employed as the Director of Energy Projects & Finance of OCTuS, and shall have the authority, and the duties and responsibilities as are assigned or modified by OCTuS’ Board of Directors, provided, that such authority, and duties and responsibilities shall be commensurate and consistent with Employee’s position.

         2.1           Best Efforts; Working Time . Employee agrees to devote sufficient working time and best efforts to perform Employee’s duties hereunder. There are three distinct time periods through which the Employee will be full time and eligible for full benefits.

During the Initial Period, herein defined as that period of time from the initiation of this Agreement until the Company has Funding or Revenue sufficient to pay $5,000 per month to Employee, Employee shall devote a minimum of 20 hours per week exclusively to Octus and will accrue $5,000 as short term debt to the Company.

During the Second Period, herein defined as that period of time until the Company has Funding or Revenue sufficient to pay $5,000 per month to Employee, Employee shall receive $5,000 per month and shall work exclusively with Octus as a full time Employee.

During the Third Period, herein defined as that period of time until the Company has Funding or Revenue sufficient to pay a full salary of $10,000 per month, Employee shall receive $10,000 per month and be eligible for bonus, benefits and stock options as they become available.

2.2           Supervision and Direction of Services . All of Employee’s services hereunder shall be under the supervision and direction of the Board of Directors of OCTuS.

2.3           Rules . Employee shall be bound by all the policies, rules and regulations of OCTuS now in force and by all such other policies, rules and regulations as may be hereafter implemented and shall faithfully observe and abide by the same. In the event that there is any conflict between the terms of this Agreement and any of OCTuS’ policies, rules and regulations, the terms of this Agreement shall govern.

2.4            Exclusive Services .  During the Term of this Agreement and any extension of this Agreement, Employee shall not, directly or indirectly, whether as a partner, employee, creditor, shareholder, independent contractor or otherwise, promote, participate or engage in any activity or other business which is competitive with OCTuS’ business operations, with the exception of Employee’s relationship with Bloo Solar, Inc.; provided, however, that this provision shall not preclude or prohibit Employee from holding or obtaining an indirect and passive beneficial ownership, through a mutual fund or similar arrangement, of up to one percent of any publicly-held company which is competitive with OCTuS as long as Employee does not otherwise promote, participate or engage in the business operations of such company. Employee agrees that Employee shall not enter into an agreement to establish, form, contract with or become employed by a competing business of OCTuS while Employee is employed by OCTuS.

2.5           Non-Solicitation . To the fullest extent permissible under applicable law, Employee agrees that both during the term of this Agreement and for a period of two (2) yearsfollowing termination of this Agreement, Employee shall not take any action to induce employees or independent contractors of OCTuS to sever their relationship with OCTuS and accept an employment or an independent contractor relationship with any other business.

3.            Term and Termination; Payments upon Termination .

3.1            Term and Termination. Unless earlier terminated as described below, OCTuS hereby employs the Employee for a period commencing on the Effective Date and ending thirty-six (36) months from the Effective Date (the “ Term ”). The Term shall be extended automatically for successive one-year terms unless either party notifies the other party in writing at least ninety (90) days prior to the expiration of the then-effective Term of such party’s intention not to renew this Agreement.

3.1.1         Termination for Cause .  “ Cause ” for termination of Employee’s employment shall mean the occurrence of any of the following:

(a)         Employee has breached a material term hereof, which remains uncured for thirty (30) days after a written notice of breach (which notice shall describe the particulars of Employee’s breach in sufficient detail to allow Employee the reasonable opportunity to cure the breach, if susceptible of being cured within such thirty (30) day period) and written demand for performance are delivered to Employee by the Board of Directors;

(b)         Employee has been grossly negligent or engaged in material willful or gross misconduct in the performance of Employee’s duties;

(c)         Employee has committed, as determined by the Board of Directors of OCTuS, or has been convicted by a court of law of, fraud, moral turpitude, embezzlement, theft, or dishonesty, or other similar criminal conduct, and such misconduct is committed in connection with Employee’s employment with OCTuS;

(d)         Employee has been convicted by a court of law of a felony involving fraud, moral turpitude, embezzlement, theft, or dishonesty or other similar criminal conduct;

(e)         Habitual misuse of alcohol or  drugs; or

(f)          Employee’s breach of the Nondisclosure and Noncompetition Agreement attached hereto as Schedule 1, and described in Section 6 herein.

3.1.2         Termination for Good Reason .

(a)          Employee may terminate this Agreement for “Good Reason.” As used herein, “Good Reason” means (i) any material breach by OCTuS of this Agreement; (ii) the assignment of duties to Employee by OCTuS that are not consistent or commensurate with and Employee’s position as Director, Energy Projects & Finance of OCTuS (other than any duties that are consistent and commensurate with a higher position, and not including any reduction in Employee’s duties during any investigation or proceedings initiated by OCTuS in good faith pursuant to Section 3.1.1 with regard to a possible termination of Employee for Cause); (iii) the relocation of Employee’s primary office location to outside of the initial metropolitan area Employee is established in without Employee’s prior consent; (iv) the reduction of Employee’s Base Salary; (v) OCTuS’  termination of Employee’s status as Director, Energy Projects & Finance of OCTuS.

3.2            Payments upon Termination .

3.2.1          For Cause or Voluntary Termination .  Following a termination of this Agreement by OCTuS for Cause, or a Voluntary Termination by Employee, or any other termination by Employee other than for Good Reason or due to Employee’s death, Employee shall be entitled to receive in cash payment (less normal and customary deductions and withholdings) an amount equal to all accrued but unpaid compensation (including accrued but unused vacation leave) as of the date of such termination.

3.2.2          Without Cause .  Following any termination of this Agreement by OCTuS other than for Cause, or a termination by Employee for Good Reason or due to Employee’s death, Employee (or Employee’s estate) shall be entitled to receive in cash payment an amount equal to all previously accrued but unpaid compensation (including accrued but unused vacation leave) as of the date of such termination, and a lump sum payment (less normal and customary deductions and withholdings) equal to the amount of Base Salary that Employee would have earned if Employee had remained employed with OCTuS for three months past the date of termination during the initial period and period two as defined in section 2.1 and for six months past the date of termination during and subsequent to period three as defined in section 2.1.

3.2.3         Section 409A.  It is intended that this Agreement will comply with Section 409A of the Internal Revenue Code (and any regulations and guidelines issued thereunder) to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent.  If an amendment to the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible.

4.            Compensation; Benefits .

4.1            Salary.   Upon the initiation of Period Three as defined in Section 2.1, Employee shall be paid a Base Salary of One Hundred Twenty thousand dollars ($120,000) per year, as adjusted pursuant to this Section 4.1 (“Base Salary”). The Base Salary shall be subject to normal payroll withholdings and OCTuS’ standard payroll practices. On the first anniversary of the Effective Date and each anniversary date thereafter, Employee’s Base Salary shall be increased annually by a minimum of a cost of living factor determined as follows: (i) Employee’s Base Salary as of the last day of the prior Contract Year shall be multiplied by a fraction equal to (A) the published Consumer Price Index selected by OCTuS (“CPI”) for the first day of the new Contract Year (“New Year”), divided by (B) the CPI for the first day of the Contract Year immediately preceding such New Year, and (ii) the resulting product shall be added to Employee’s Base Salary, and shall be the Base Salary for the New Year.

4.2            Bonus Amounts .  Employee shall be eligible to participate in any OCTuS bonus program that is applicable to officers of OCTuS as may be adopted and in effect from time to time (subject to the terms and conditions of any such program).  In addition, Employee shall be eligible for an annual discretionary bonus of up to thirty percent (30%) of Employee’s Base Salary, as then in effect pursuant to Section 4.1 (and pro-rated for any partial year), as determined by the OCTuS Compensation Committee or Board of Directors.

4.3            Stock; Share Grant .  OCTuS shall grant and issue to Employee upon the execution of this Agreement Two Hundred Fifty Thousand (250,000) Common Shares, such shares to be deemed granted in, pursuant to the terms and conditions set forth in a separate Restricted Stock Purchase Agreement entered into by Employee and OCTuS.

4.5            Vacation and other Standard Benefits. Employee shall be entitled to three (3) weeks of paid vacation time per year.  Employee may not accrue vacation time in excess of such three (3) week maximum.  Accrual of vacation time shall be subject to the terms and conditions of OCTuS’ vacation policy.  Employee shall be entitled to health benefits in accordance with OCTuS’ standard policies.  In addition, Employee is entitled to paid holidays, sick leave and other benefits in accordance with OCTuS’ standard policies.

4.6            Business Expenses .  Employee shall be reimbursed for reasonable business expenses which Employee incurs in the performance of Employee’s duties hereunder, in accordance with OCTuS’ standard reimbursement policies.

4.7            Education and Certification Expenses.   OCTuS will fund the completion of a Certified Energy Manager credential on behalf of Employee.

5.            Employment Information .  Employee represents and warrants to OCTuS that information provided by Employee in connection with Employee’s employment and any supplemental information provided to OCTuS is, to the best of Employee’s knowledge and information after good faith diligence and investigation, complete, true and materially correct. Employee has not omitted any information that is necessary to evaluate the information provided by Employee to OCTuS. Employee shall promptly notify OCTuS of any change in the accuracy or completeness of all such information.

6.            Trade Secrets .  Employee acknowledges that OCTuS will go to great time and expense to develop customers and to develop procedures and processes for development of products and services and the sales of products and services.  Such procedures and processes in addition to various other types of proprietary information are included as part of the “confidential information” described in the “Nondisclosure and Noncompetition Agreement” attached hereto as Exhibit A .  Employee agrees to execute OCTuS’ Nondisclosure and Noncompetition Agreement contemporaneously with the execution of this Agreement and employment.

7.            Remedies for Breach of Covenant Regarding Confidentiality .  The parties agree that the breach by Employee of any covenants contained in Sections 2.4, 2.5, and 6 will result in immediate and irreparable injury to OCTuS. In the event of any breach by Employee of the covenants contained in Sections 2.4, 2.5, or 6, OCTuS shall be entit