EMPLOYMENT OFFER AGREEMENT

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Eclipse Identity Recognition Corporation. 00000 Xxx Xxxxx Xxxx, XXX 000, Xxx Xxxxx, XX 00000

Mr. Xxxxxxx Xxxxxx

000 Xxxxxx Xxxxx

Los Gatos, CA 95032

Date: August 3, 2010

EMPLOYMENT OFFER AGREEMENT

Dear Xxxxxxx:

Eclipse Identity Recognition Corporation (the “Company”) is pleased to offer you the position of

President and CEO (Position Title). In this position, you will be reporting to the Chairman of the

Board. We are very impressed with your credentials and look forward to your future success with the

Company.

1. Hire Date. Should you confirm your acceptance of this position, your employment hire date under

this offer shall start effective August 3, 2010.

2.  Compensation.

A. Salary: Your annual gross salary is $140,000 US Dollars. Company shall deduct or withhold

from your compensation/salary any and all sums required for federal and state taxes as well as

all local taxes and any deductions now applicable or that may become applicable to you or

Company in the future. Your salary will be payable pursuant to the Company's regular payroll

policy. Company may at times adjust salaries depending on overall Company business

operations, and/or the cost of living changes to salaries of similarity started Employees in the

Company or industry.

3. Benefits. Upon the discretion of the Company, we may offer benefits to you.

4. Duties and Responsibilities of the Position. Your duties and responsibilities are described in the

attached job description. You will also perform such other duties as are customarily performed by

other persons in similar such positions, as well as such other duties as may be assigned from time

to time by Company.

5. Loyalty and Best Efforts. You shall loyally and conscientiously perform and devote all of your

working time, attention, knowledge, and skills to the Company's business interests and shall do so in

good faith, with best efforts, and to the reasonable satisfaction of the Company. During the term of

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your employment with the Company, you will not render commercial or professional services of any

nature  to  any  person  or  organization,  whether  or  not  for  compensation,  without  the  prior  written

consent of the Company, and you will not engage or participate in any business that is competitive in

any manner with the business of the Company. You further acknowledge that you will not engage in

any form of activity that produces a conflict of interest with those of the Company unless agreed to in

advance and in writing.

6. Proof of Right to Work. For purposes of federal immigration law, you will be required to provide

to the Company documentary evidence of your identity and eligibility for employment in the United

States. Such documentation must be provided to us within three (3) business days of your date of hire,

or our employment relationship with you may be terminated.

7. Expense Reimbursement. As business operations permits and upon approval by the Company,

you  may  be  entitled  to  reimbursement  of  any  or  all  expenses  authorized  and  reasonably  incurred

expenses incurred in the performance of the functions and duties under this Agreement.

8. Confidential Information and Invention Assignment Agreement. Your acceptance of this offer

and commencement of employment with the Company is contingent upon the execution, and delivery

to an officer of the Company, execution of the Company's Confidential Information-Invention

Assignment Agreement, prior to or on your Hire Date.

9. Confidentiality of Terms. You agree to follow the Company's strict policy that Employees must

not disclose, either directly or indirectly, any information, including any of the terms of this

Agreement, regarding salary, bonuses, or stock purchase or option allocations to any person, including

other Employees of the Company; provided, however, that you may discuss such terms with members

of your immediate family and any legal, tax or accounting specialists who provide you with individual

legal, tax or accounting advice.

10. Termination.

A.    Termination of Employment. You understand and acknowledge that your employment with the

Company  is  for  an  unspecified  duration  and  that  your  employment  relationship  with  the

Company shall only be terminated for cause with notice, without further obligation or liability.

11.  Mediation  and  Binding  Arbitration.  This  Agreement  shall  be  interpreted  and  construed  in

accordance with the laws of the State of California, United States of America without regards to the

conflict of laws provisions. Any dispute, controversy, claim, or difference arising out of, or in connection

with, or resulting from this Agreement, its application or interpretation, or a breach thereof, which cannot

be settled amicably by the parties or by mediation, shall be resolved definitively and exclusively by

arbitration under the Rules of Procedure of the American Arbitration Association (the "Rules") then

prevailing for which arbitration shall determine location for arbitration.

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Eclipse Identity Recognition Corporation. 00000 Xxx Xxxxx Xxxx, XXX 000, Xxx Xxxxx, XX 00000

12. Miscellaneous Provisions.

A. Accuracy of Representations. As an Employee, you understands that any projections regarding

the financial status or potential for growth of this Company are matters of opinion only and do

not constitute a legally binding representation. You agree that they have had the opportunity to

conduct due diligence of the Company and are satisfied with the representations that have been

made.

B. Notices. You agree that any notices that are required to be given under this Agreement shall be

given in writing, sent by email, fax, or certified mail, return receipt requested, to the principal

place of business of the Company or residence of the Employee as set forth herein.

C. Entire Agreement. This Agreement represents the complete and exclusive statement of the

employment agreement between the Company and you as the Employee.  No other agreements,

covenants, representations or warranties, express or implied, oral or written, have been made by

the parties concerning their employment agreement.

D. The Effect of Prior Agreements or Understandings. This Agreement supersedes any and all

prior Agreements or understandings between the parties, including letters of intent or

understanding, except for those documents specifically referred to within this Agreement.

E. Modifications. You and the Company agree that this writing, along with those Agreements

referred to within it, including, but not limited to, the Employee Handbook and Confidentiality-

Inventions Agreement, constitutes the entirety of this Agreement between the parties. Any

modifications to this Agreement may only be done in writing and must be signed by an officer

of  the Company.

F. Severability of Agreement. To the extent that any provision hereof is deemed unenforceable,

all remaining provisions of this Agreement shall not be affected thereby and shall remain in full

force and effect.

X.  Xxxxxx of Breach. The waiver by Company of a breach of any provision of this Agreement by

Employee shall not operate as a waiver of any subsequent breach by the Employee. No waiver

shall be valid unless placed in writing and signed by the officer of Company.

We are all delighted to be able to extend you this offer and look forward to working with you. To

indicate your acceptance of the Company's offer, please sign and date this letter in the space provided

below  and  return  it  to  me,  along  with  a  Signed  and  dated  copy  of  the  Confidentiality-Inventions

Agreement. This offer letter, together with the Confidentiality-Inventions Agreement, set forth the

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Eclipse Identity Recognition Corporation. 00000 Xxx Xxxxx Xxxx, XXX 000, Xxx Xxxxx, XX 00000

terms of your employment with the Company and supersedes any prior representations or agreements,

whether written or oral. This letter may not be modified or amended except by a written agreement,

Signed by the Company and by you.

[This section was left intentionally blank]

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To accept this job offer:

1.   Sign and date this job offer letter where indicated below.

2.   Sign and date the enclosed Confidential Information-Inventions Assignment Agreement where

indicated.

3.   Email or fax all pages of the signed and dated documents listed above back to us by August 3,

2010. A copy of each document is enclosed for your records.

To decline this job offer:

1.   Sign and date this job offer letter where indicated below.

2.   Email or fax all pages of this job offer letter back to us to arrive by August 3, 2010.

We at Eclipse Identity Recognition Corporation hope that you will accept this job offer and look

forward to welcoming you aboard. We are confident you will be able to make a significant

contribution to the success of our Company and look forward to working with you.

Sincerely,

Xxxxx Xxxxxx

President & CEO

Enclosure # 1: Confidential Information-Inventions Assignment Agreement

Enclosure # 2: Job Description for this Position

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Eclipse Identity Recognition Corporation. 00000 Xxx Xxxxx Xxxx, XXX 000, Xxx Xxxxx, XX 00000

ACCEPT/DECLINE JOB OFFER AGREEMENT:

Accept Job Offer

By signing and dating this letter below, I, _____________________________________ (Print Nam Xxxxxxx X. Xxxxxx

e),

accept this job offer of _______________________________________________(PrinPresident & CEO

t Position Title)

by Eclipse Identity Recognition Corporation as outlined above.

Signature:   Date: 8/3/2010

========================================================================

Decline Job Offer

By signing and dating this letter below, I, ___________________________________ (Print Name),

decline this job offer of _____________________________________________ (Print Position Title)

by Eclipse Identity Recognition  Corporation as outlined above.

Signature:_________________________________ Date:_____________

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Xxxxxxx Xxxxxx – Employment Offer Agreement