EMPLOYMENT OFFER AGREEMENT

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

Xx. Xxxxx Xxxxxxxxx

0000 Xxxxxxx Xxxxx

Fremont, CA 94538

Date: January 3, 2011

EMPLOYMENT OFFER AGREEMENT

Dear Xxxxx:

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

President,  Administration  and  Corporate  Affairs  (Position  Title).  In  this  position,  you  will  be

reporting to Xxxxxxx Xxxxxx. 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 January 3, 2011.

2.  Compensation.

A. Salary: Your annual gross salary is $95,000 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.

B. Stocks: You will be granted 400,000 shares of the Company’s Common stock. Stocks shall

vest on a monthly basis for three (3) years; with accelerated full vesting when Company is

acquired/sold. Stock grants are subject to approval by the Board of Directors of the Company.

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

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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 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 constitutes an “At-Will” Employment, meaning

that you acknowledge that your employment relationship with the Company may be terminated

at any time, with or without good cause or for any or no cause, at your option or at the option of

the Company with or without notice, without further obligation or liability.

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B.    Return Upon Termination. As an Employee, you agree that upon termination, you will return

to the Company all of Company’s property, including, but not limited to, intellectual property,

trade   secret   information,   customer   lists,   business   plans,   operation   manuals,   Employee

handbook, records and accounts, materials subject to copyright, trademark, or patent protection,

customer and Company information, Company Confidential Information, credit cards, business

documents, reports, automobiles, keys, passes, phones, computers, security devices, Company

software and products, and any other Company property.

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.

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

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

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

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.

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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 January 3,

2011. 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 January 3, 2011.

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 Name) Xxxxx Xxxxxxxxx

accept this job offer of ______________________________________________(Print Position Title) VP, Administration & Corporate Affairs

by Eclipse Identity Recognition Corporation as outlined above.

Signature:  Date: 1/3/2011

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

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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Xxxxx Xxxxxxxxx – Employment Offer Agreement