EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “ Agreement ”), dated effective as of September 14, 2009, by and between MOBICLEAR INC., a corporation organized and existing under the laws of the State of Pennsylvania (the “ Company ”), and LUTHER JAO, an individual residing at 5362 Armosolo Street, Dasmarinas Village, Makati, Philippines (the “ Executive ”).

W I T N E S S E T H :

WHEREAS , the Company wishes to employ the Executive upon the terms and subject to the conditions set forth herein, and the Executive desires to enter into this Agreement and accept such employment, upon such terms and conditions.

NOW, THEREFORE , in consideration of the mutual covenants and promises contained herein, the parties hereto, each intending to be legally bound hereby, agree as follows:

1.        Employment . Subject to the terms and conditions set forth herein, the Company shall employ the Executive as President and Chief Executive Officer of the Company and the Executive accepts such employment for the Employment Term (as defined in Section 3). During the Employment Term, the Executive shall perform the duties consistent with such office and such other duties as may from time to time be assigned to him by the Board of Directors of the Company (the “ Board ”).

2.        Performance .

(a)        During the Employment Term, the Executive shall perform and discharge the duties that may be assigned to him by the Board from time to time in accordance with this Agreement, and the Executive shall devote his best talents, efforts and abilities to the performance of his duties hereunder.

(b)       During the Employment Term, the Executive shall perform such duties on a part-time basis until such time as it is agreed to make the position full-time. The Executive shall be permitted to have other employment and other outside business activities (other than in connection with MobiClear or any other affiliate of the Company); provided, however, that the Executive shall advise the Company of such activities which shall not conflict with Mobiclear.

3.          Employment Term . Unless earlier terminated pursuant to Section 6, the employment term shall begin on September 14, 2009 (the “ Effective Date ”), and shall continue for a period of two (2) years from such date (the “ Initial Term ”); provided that such term shall be automatically extended for additional periods of one (1) year commencing on September 14, 2011 and each September 14th thereafter (such period the “ Additional Term ”) unless either party shall have given notice to the other party that such party does not desire to extend the term of this Agreement. Any such notice must comply with Section 10 and be given at least sixty (60) days prior to the end of the Initial Term or the Additional Terms, as applicable (the Initial Term and the Additional Term or Terms, if applicable, shall be known collectively as the “ Employment Term ”). Notwithstanding anything in this Agreement to the contrary, the Employment Term shall end on the Termination Date as defined in Section 6(g).

4.        Compensation .

(a)         Base Salary . As compensation for services hereunder and in consideration of the Executive’s other agreements hereunder, during the Employment Term, the Company shall pay the Executive a base salary, payable in accordance with the customary payroll practices of Company procedures, at a monthly rate of US$5,000.00, subject to review by the Board no less frequently than annually for increases (such base salary, as increased from time to time being hereinafter referred to as “ Base Salary ”).

5.          Benefits . During the Employment Term, the Company shall provide the Executive with the following benefits:

(a)         Vacation, Sick Leave . The Executive shall be entitled four weeks of paid vacation during each full calendar year of the Employment Term (and a pro rata portion thereof for any portion of the Employment Term that is less than a full calendar year); provided that no single vacation may exceed two consecutive weeks in duration, unless approved by the Company. Unused vacation may notbe carried over to successive years.

(b)        Expenses . The Executive shall be reimbursed by the Company for all reasonable expenses actually incurred or paid by him in connection with the performance of his duties hereunder in accordance with policies established by the Company from time to time and upon presentation of expense statements and/or such other supporting information as the Company may reasonably require.

6.          Termination . The employment hereunder of the Executive may be terminated prior to the expiration of the Employment Term in the manner described in this Section 6.

(a)         Termination by the Company for Good Cause . The Company shall have the right to terminate the employment of the Executive for Good Cause (as such term is defined in Section 6(h)(ii)) by written notice to the Executive specifying the particulars of the circumstances forming the basis for such Good Cause.

(b)        Termination upon Death . The employment of the Executive hereunder shall terminate immediately upon his death.

(c)         The Company’s Options upon Disability . If the Executive becomes physically or mentally disabled during the Term so that he is unable to perform the services required of him pursuant to this Agreement for a period of three (3) successive months, or an aggregate of three (3) months in any twelve-month period (the “ Disability Period ”), the Company shall have the option, in its discretion, by giving written notice thereof, either to (A) terminate the Executive’s employment hereunder pursuant to Section 6(a); or (B) continue the employment of the Executive hereunder upon all the terms and conditions set forth herein. During the Disability Period, the Executive shall continue to receive the compensation and other benefits provided herein net of any payments received under any disability policy or program of which the Executive is a beneficiary or recipient.

(d)        Voluntary Resignation by the Executive . The Executive shall have the right to voluntarily resign his employment hereunder for other than Good Reason (as such term is defined in Section 6(h)(iii)) by written notice to the Company.

(e)         Termination by the Company without Good Cause . The Company shall have the right to terminate the Executive’s employment hereunder without Good Cause by written notice to the Executive, but the obligations placed upon the Company in Section 7 will apply.

(f)         Resignation by the Executive for Good Reason . The Executive shall have the right to terminate his employment for Good Reason by written notice to the Company specifying the particulars of the circumstances forming the basis for such Good Reason.

(g)        Termination Date . The “ Termination Date ” is the date as of which the Executive’s employment with the Company terminates in accordance with this Agreement. Any notice of termination given pursuant to the provisions of this Agreement shall specify the Termination Date.

(h)        Certain Definitions . For purposes of this Agreement, the following terms shall have the following meanings:

(i)        “ person ” means any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, joint venture, court or government (or political subdivision or agency thereof).

(ii)       “ Good Cause ” shall mean the occurrence of any of the following: (A) any act or omission which constitutes a material breach of this Agreement or the willful failure or the willful refusal of the Executive to substantially perform his duties, provided , however , that the Board has delivered to the Executive a written demand to cure the breach or for substantial performance, which demand specifically identifies the manner in which the Executive has breached the Agreement or failed to substantially perform his duties, and the Executive has been given ten (10) days after such notice (or such longer period as may reasonably be necessary) in which to cure the failure or to substantially perform his duties, (B) the Executive’s conviction of a crime which constitutes a felony under applicable law, or a plea of guilty or nolo contendere with respect thereto; (C) the commission by the Executive of any dishonest or wrongful act or the gross negligence of the Executive involving fraud, misrepresentation or moral turpitude causing material damage or potential damage to the Company or any client of the Company, or any act or omission by the Executive that is materially injurious to the business or reputation of the Company; (D) any violation of the provisions of Section 8 hereof that causes material harm to the Company; or (E) the reasonable determination by a licensed medical professional mutually agreed upon by the Company and the Executive that the Executive is dependent upon a controlled substance which either has: (1) not been prescribed by a licensed medical professional; or (2) been prescribed by a licensed medical professional but the dosages taken by the Executive exceed that prescribed by such licensed medical professional.

(iii)      “ Good Reason ” means the occurrence of any of the following events:

(A)       the assignment to the Executive of any duties inconsistent in any material respect with the Executive’s then position (including status, offices, titles and reporting relationships), authority, duties or responsibilities, or any other action or actions by the Company which when taken as a whole results in a significant diminution in the Executive’s position, authority, duties or responsibilities, excluding for this purpose any isolated, immaterial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(B)       a material breach by the Company of one or more provisions of this Agreement, provided that such Good Reason shall not exist unless the Executive shall first have provided the Company with written notice specifying in reasonable detail the fac