-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 R5+qSktEXKfwtGiN3GJOOmHdjHZ1nGZUHleY5rRVbHVaPdczjKxGH4cqivew/hsF
 HsbAyzihdwB0UD0THsjqcA==

<SEC-DOCUMENT>0000950124-07-003870.txt : 20070730
<SEC-HEADER>0000950124-07-003870.hdr.sgml : 20070730
<ACCEPTANCE-DATETIME>20070730132020
ACCESSION NUMBER:		0000950124-07-003870
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		34
CONFORMED PERIOD OF REPORT:	20070726
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Changes in Registrant.s Certifying Accountant
ITEM INFORMATION:		Changes in Control of Registrant
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Change in Shell Company Status
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070730
DATE AS OF CHANGE:		20070730

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Ecology Coatings, Inc.
		CENTRAL INDEX KEY:			0001173313
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-INDUSTRIAL MACHINERY & EQUIPMENT [5084]
		IRS NUMBER:				260014658
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-91436
		FILM NUMBER:		071008934

	BUSINESS ADDRESS:	
		STREET 1:		2081 SOUTH LAKE LINE DRIVE
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84109
		BUSINESS PHONE:		8014674566

	MAIL ADDRESS:	
		STREET 1:		2081 SOUTH LAKE LINE DRIVE
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84109

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	OCIS CORP
		DATE OF NAME CHANGE:	20020513
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>k16632e8vk.htm
<DESCRIPTION>CURRENT REPORT
<TEXT>
<HTML>
<HEAD>
<TITLE>e8vk</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM 8-K</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>CURRENT REPORT<BR>
PURSUANT TO SECTION 13 OR 15(d) OF THE<BR>
SECURITIES EXCHANGE ACT OF 1934</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B><U>July&nbsp;26,
2007</U></B></DIV>

<DIV align="center" style="font-size: 10pt"><B>Date of Report (Date
of earliest event reported)</B></DIV>


<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>Ecology
Coatings, Inc. (formerly OCIS Corporation)</B>
</DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 1pt; width: 100%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>Nevada</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>333-91436</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>26-0014658</B></TD>
</TR>
<TR style="font-size: 1px">
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction of <BR>
incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Commission File<BR>
Number)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer<BR>
Identification No.)</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>35980 Woodward Avenue, Suite 200, Michigan 48304</B></DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 1pt; width: 100%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

<DIV align="center" style="font-size: 10pt">(Address of principal executive offices) (Zip Code)</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>(248)&nbsp;723-2223</B></DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 1pt; width: 100%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

<DIV align="center" style="font-size: 10pt">(Registrant&#146;s telephone number, including area code)</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>OCIS
Corporation<br>2081 South Lakeline Drive<br>
Salt Lake City, UT 84109</B></DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 1pt; width: 100%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

<DIV align="center" style="font-size: 10pt">(Former Name or Former Address, if Changed Since Last Report)</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#111;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Written communications pursuant to Rule&nbsp;425 under the Securities Act
(17 CFR 230.425)</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#111;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17
CFR 240.14a-12)</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#111;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#111;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))</TD>
</TR>

</TABLE>
</DIV>

<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>





<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#000">ITEM 1.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">ITEM 4.01 CHANGES IN REGISTRANT&#146;S CERTIFYING ACCOUNTANT</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT</A></TD></TR>
<TR><TD colspan="9"><A HREF="#004">ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#005">ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#006">ITEM 5.06 CHANGE IN SHELL COMPANY STATUS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#007">ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#008">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv2w1.txt">Agreement and Plan of Merger</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv3w3.txt">Amended and Restated Articles of Incorporation</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv4w2.txt">Form of Common Stock Certificate</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w1.txt">Promissory Note - Richard D. Stromback</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w2.txt">Promissory Note - Deanna Stromback</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w3.txt">Promissory Note - Douglas Stromback</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w4.txt">Lock-Up Agreement</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w5.txt">Registration Rights Agreement</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w6.txt">Consulting Agreement</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w7.txt">Employment Agreement of F. Thomas Krotine</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w8.txt">Employment Agreement of Adam S. Tracy</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w9.txt">Employment Agreement of Kevin Stolz</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w10.txt">Employment Agreement of David W. Morgan</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w11.txt">Employment Agreement of Timothy J. Tanner</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w12.txt">First Amendment to the Employment Agreement of Adam S. Tracy</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w13.txt">Employment Agreement of Sally J.W. Ramsey</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w14.txt">License Agreement with E.I. Du Pont De Nemours and Company</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w15.txt">License Agreement with Red Spot Paint & Varnish Co.</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w16.txt">Lease for Office Space</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w17.txt">Lease for Laboratory Space</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w18.txt">2007 Stock Option and Restricted Stock Plan</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w19.txt">Form of Stock Option Agreement</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w20.txt">Form of Subscription Agreement</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w21.txt">Consulting Agreement dated April 10, 2006</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w22.txt">Consulting Agreement dated July 1, 2006</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w23.txt">Antenna Group Client Services Agreement</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w24.txt">Consulting Agreement dated July 15, 2006</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w25.txt">Business Advisory Board Agreement</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv10w26.txt">Consulting Agreement dated June 26, 2007</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv21w1.txt">List of Subsidiaries of the Company</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv99w1.txt">Press Release</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv99w2.txt">Audited Financial Statements</A></TD></TR>
<TR><TD colspan="9"><A HREF="k16632exv99w3.txt">Unaudited Financial Statements</A></TD></TR>
</TABLE>
</CENTER>
<!-- /TOC -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>





<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Information included in this Form 8-K may contain forward-looking statements within the
meaning of Section&nbsp;27A of the Securities Act and Section&nbsp;21E of the Securities Exchange Act of
1934, as amended (the &#147;Exchange Act&#148;). Certain of the statements contained in this Report on Form
8-K (this &#147;Report&#148;) discuss future expectations, contain projections of results of operations or
financial condition or state other &#147;forward-looking&#148; information. The words &#147;believe,&#148; &#147;expect,&#148;
&#147;anticipate,&#148; &#147;intend,&#148; &#147;estimate,&#148; &#147;may,&#148; &#147;should,&#148; &#147;could,&#148; &#147;will,&#148; &#147;plan,&#148; &#147;future,&#148; &#147;continue,&#148;
and other expressions that are predictions of or indicate future events and trends and that do not
relate to historical matters identify forward-looking statements. These forward-looking statements
are based largely on the expectations or forecasts of future events, can be affected by inaccurate
assumptions, and are subject to various business risks and known and unknown uncertainties, a
number of which are beyond the control of management. Therefore, the actual results could differ
materially from the forward-looking statements contained in this Report. When considering such
forward-looking statements, you should keep in mind the risk factors noted in &#147;Item&nbsp;2A. Risk
Factors&#148; and other cautionary statements throughout this Report and our other filings with the SEC.
You should also keep in mind that all forward-looking statements are based on management&#146;s existing
beliefs about present and future events outside of management&#146;s control and on assumptions that may
prove to be incorrect. If one or more risks identified in this Report or any other applicable
filings materializes, or any other underlying assumptions prove incorrect, our actual results may
vary materially from those anticipated, estimated, projected, or intended. Except as required by
applicable laws, we undertake no obligation to update publicly any forward-looking statements for
any reason, even if new information becomes available or other events occur in the future.
</DIV>
<!-- link1 "ITEM 1.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS" -->
<DIV align="left"><A NAME="000"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ITEM 1.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">CLOSING OF REVERSE MERGER

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective as of April&nbsp;30, 2007, OCIS Corp., a Nevada corporation (&#147;OCIS&#148;), and Ecology
Coatings, Inc., a California corporation (&#147;Ecology-CA&#148;), entered into an Agreement and Plan of
Merger (the &#147;Merger Agreement&#148;). Under the terms of the Merger Agreement, OCIS acquired Ecology-CA
in a statutory merger (the &#147;Merger&#148;) with Ecology-CA becoming a wholly-owned subsidiary of OCIS and
OCIS issuing to the shareholders of Ecology-CA 30,530,684 shares of the common stock of OCIS. This
merger is a reverse merger in that Ecology-CA was, until the point of merger, a privately held
company while OCIS is a publicly traded company. As such, Ecology-CA is the accounting acquirer.
The accompanying financial statements and Management Discussion and Analysis reflect the activity
of Ecology-CA for all periods presented.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The closing of the Merger occurred on July 26, 2007. At the Closing, Ecology-CA and OCIS subsidiary merged, with
Ecology-CA being the surviving corporation and becoming a wholly-owned subsidiary of OCIS, which
changed its name to &#147;Ecology Coatings, Inc.&#148; In this Report, the terms the &#147;Company,&#148; &#147;we,&#148; &#147;us,&#148;
or &#147;our&#148; refer to Ecology Coatings, Inc., a Nevada corporation, formerly known as OCIS Corp. Any
references to &#147;OCIS Corp.&#148; are to us prior to the Merger.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->2<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Prior to and in connection with the Merger, we split our stock on a 1.573255 to 1 basis so
that for every share currently held, each of our shareholders received 1.573255 shares. This
forward stock split resulted in an increase in our issued and outstanding shares to approximately
1,600,000 shares. Upon the Closing of the Merger, former Ecology-CA shareholders owned 30,530,684
shares of our common stock and our then current shareholders owned approximately 1,600,000 shares.
As a result of the Merger, former Ecology shareholders own approximately 95% of our common stock.
This proportion of ownership is indicative of a reverse merger.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with the Merger, Richard D. Stromback, F. Thomas Krotine and Robert W. Liebig
became our directors, replacing our former board of directors. In addition, new officers were
appointed in place of our former officers. See &#147;Information Required Pursuant to Form&nbsp;10-SB<B>&#148; </B>item
5 &#147;Directors, Executive Officers, Partners and Control Persons.&#148; The replacement of the officers
and directors is indicative of a reverse merger.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At the Closing we entered into a Consulting Agreement, described below, with DMG Advisors LLC,
a Nevada limited liability company, owned by two persons who were our directors and two of our
principal shareholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">CAPITAL RAISE
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Prior to and as a condition of the Merger, Ecology-CA was required to raise at least
$4,000,000 of additional equity capital. Ecology-CA raised $4,232,970 by offering restricted
shares of common stock of Ecology (&#147;Ecology Shares&#148;) through a private placement to investors (the
&#147;Investors&#148;) (the &#147;Capital Raise&#148;). Of the amount raised $2,483,500 came from cash sales. An
additional $1,749,470 came in the form of debt conversion. Each of the Ecology Shares was converted
on a one-for-one basis into our shares of common stock in the Merger.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The issuance of our shares of common stock to the former Ecology-CA shareholders in the Merger
was exempt from registration under the Securities Act of 1933, as amended (the &#147;Securities Act&#148;),
pursuant to Section&nbsp;4(2) thereof and other available exemptions. The issuance of Ecology-CA shares
to Investors prior to the Merger under the Capital Raise was made pursuant to an exemption from
registration contained in Regulation&nbsp;D for an offering solely to accredited investors. Our shares
of common stock issued to the former Ecology-CA shareholders may not be offered or sold unless they
are registered under the Securities Act, or an exemption from the registration requirements of the
Securities Act is available. No registration statement covering these securities has been filed
with the United States Securities and Exchange Commission (&#147;the Commission&#148;) or with any state
securities commission with respect to the Merger or the Capital Raise. However, we have agreed to
register our common stock issued to the Investors in connection with the Capital Raise for public
re-sale.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
July 30, 2007, the Company filed a press release announcing the Closing and the completion
of the Capital Raise, a copy of which is attached to this Current Report on Form 8-K as Exhibit
99.1.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the Merger Agreement, OCIS amended its articles of incorporation on June&nbsp;14, 2007
to change its name to &#147;Ecology Coatings, Inc.&#148; or some derivation thereof.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->3<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>


<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Neither management of OCIS or of Ecology-CA had any prior relationships with each other. The
parties were introduced by Ecology-CA&#146;s legal counsel who has had a business relationship with
management of OCIS in the past.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company entered into a consulting agreement with DMG Advisors, LLC, a Nevada limited
liability company (&#147;Consulting Agreement&#148;) upon the Closing of the Merger. The principal
shareholders of OCIS, Jeff W. Holmes and R. Kirk Blosch (&#147;OCIS Principal Shareholders&#148;) are the
principals of DMG Advisors. Under the terms of the Consulting Agreement, DMG Advisors will provide
the following consulting services: (i)&nbsp;advise the Company regarding its investor relations program
and initiatives; (ii)&nbsp;facilitate conferences between the Company and members of the business and
financial community; (iii)&nbsp;review and analyze the public securities market for the Company&#146;s
securities; and (iv)&nbsp;introduce the Company to broker-dealers and institutions, as appropriate. The
term of the Consulting Agreement is eighteen months. The Company will pay DMG Advisors five
hundred thousand dollars ($500,000) for the consulting services to be rendered under the Consulting
Agreement, with a payment of two hundred thousand dollars ($200,000) upon execution of the
Consulting Agreement and the balance in equal installments on the first day of each succeeding
calendar month until paid in full.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under the terms of the Merger Agreement, the Company and the OCIS Principal Shareholders
entered into a Registration Rights Agreement. Under the terms of the Registration Rights
Agreement, the OCIS Principal Shareholders have the right to cause the Company to include the
Ecology-CA Shares held by the OCIS Principal Shareholders in any registration statement the Company
files for resale under the Securities Act of 1933 (the &#147;Act&#148;) during the period beginning on the
effective date of the Merger Agreement through the second anniversary of the termination of the
Capital Raise. The Company will keep any such registration statement filed under Registration
Rights Agreement continuously effective for one (1)&nbsp;year following the effective date of the
registration.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s restated articles of incorporation authorize us to issue 100,000,000 shares of
capital stock, par value $0.001 per share with 90,000,000 shares of common stock, par value $0.001
per share (&#147;Common Stock&#148;), and 10,000,000 shares of preferred stock, par value $0.001 per share.
After the Merger and forward split, there are approximately 32,131,000 shares outstanding.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective as of Closing, Brent W. Schlesinger, R. Kirk Blosch, and Jeff W. Holmes resigned as
directors of OCIS and the following persons were appointed directors of the Company:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="60%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Name</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Age</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Position</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Richard D. Stromback
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">38</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman of the Board of Directors</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;F. Thomas Krotine
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">66</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Robert W. Liebig
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">57</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->4<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On May&nbsp;9, 2007, in its Current Report on Form 8-K dated May&nbsp;8, 2007, OCIS reported the
execution of a definitive Agreement and Plan of Merger between OCIS and Ecology-CA and included a
copy of the Merger Agreement therein as Exhibit&nbsp;10.1. This Current Report is hereby incorporated by
reference.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>INFORMATION REQUIRED PURSUANT TO FORM 10-SB</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>1. DESCRIPTION OF BUSINESS</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><U><B>Business of OCIS Corp.</B></U>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;OCIS was incorporated on February&nbsp;6, 2002 in the state of Nevada. OCIS was organized to
engage in the purchase and sale of used business equipment with an initial emphasis on used
warehousing equipment. OCIS purchased an initial inventory and hired a president with experience
in the used equipment market. The initial equipment inventory primarily consisted of warehousing
rack systems and forklifts.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;OCIS&#146; initial focus had been on buying and selling used warehouse storage systems, lift trucks
and office components that facilitate office, commercial and industrial users with their inventory
control, manufacturing process and/or office equipment needs. Although OCIS was initially
successful in generating revenues, its former president who ran the operation decided to pursue
other interests. With the departure of the president and guiding force behind the business, OCIS
discontinued its operations related to the sale of used equipment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;OCIS was a shell company with nominal assets whose sole business was to identify, evaluate and
investigate various companies with the intent to effect a reverse merger transaction under which
OCIS would acquire a target company with an operating business to continue the acquired company&#146;s
business as a publicly held entity.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Employees</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;OCIS had no employees at the point of the Merger.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Business of Ecology-CA</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Organization and Corporate History</I></B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Ecology-CA was organized on March&nbsp;12, 1990 in the state of California. Upon the Merger, our
business became that of Ecology-CA, our wholly-owned subsidiary. The following describes our new
business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Business in General</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We develop nano-enabled, ultra-violet curable coatings that are designed to drive efficiencies
and clean processes in manufacturing. We create proprietary coatings with unique performance
attributes by leveraging our platform of integrated nano-material technologies. We collaborate
with industry leaders to develop high-value, high-performance coatings for applications in the
specialty paper, automotive, general industrial, electronic and medical areas.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->5<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Since 1990, we have focused on developing products that support inexpensive mass production
utilization of protective coatings that leverage nano-particle technology and are cured under
ultra-violet (&#147;UV&#148;) light. We believe that the use of liquid nano-technology&#153; coatings represents
a paradigm shift in coatings technology. While our competitors have focused their efforts on
improving the traditional powder-coat, water-borne and solvent-based coatings, we have strived for
technological breakthroughs. We have developed over 200 individual coating formulations that
address the limitations of traditional coatings.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Nearly every manufactured product has a protective coating on it, whether metal, plastic,
glass or an electronic product. These coatings are important for protection, such as scratch and
abrasion resistance, as well as for added durability and maintenance of the overall aesthetic
appearance of the product. Coatings that use water or organic carriers remain the standard in the
large OEM coatings market. However, the use of carrier-based coatings continues to burden
manufacturers with cost, environmental health and safety disadvantages.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our liquid nanotechnology&#153; coatings are 100% solids and UV curable. Our coatings are &#147;100%
solids&#148; because they contain almost no volatile carriers and are generally comprised of polymers
that react to UV light, all of which becomes part of the final coating bound to the substrate.
Traditional coatings, such as paint, are composed of a solid resin and a carrier, such as an
organic solvent or water, that are used to adjust the viscosity to allow application. Thus, during
the curing process the carrier evaporates either by application of heat or air-drying, both of
which require time to complete the process.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our liquid nano-technology&#153; coatings offer a number of performance and user benefits over
traditional coatings. We believe that our 100% solids, UV-cured industrial coatings are the
coatings industry&#146;s cutting edge, offering bottom line value and environmental gains to users
because they:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>cure faster, usually in less than a minute;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>use less floor space;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>use less energy;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>reduce EPA compliance burden because they contain fewer toxic chemicals;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>provide improved coating performance; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>help boost productivity by increasing manufacturing throughput.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Liquid Nanotechnology</B></U><B>&#153;</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Waiting for paint to dry&#148; is more than just a clich&#233; for manufacturers, it is a business
reality. Many conventional coatings used today take 20 or more minutes of drying time (either air
dried or forced thermally dried). In the case of air drying, in process backlog can result,
causing higher in process inventory or slower production rates. In the case of thermally induced
drying, protective coats can only be applied to materials able to withstand certain levels of heat.
This calls for disassembly of many manufactured parts before they can be coated and further
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->6<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">increases the time needed for the coating process to be completed. In either case, the
manufacturing process is characterized by inefficiency, slower production rates, higher energy
costs, and larger space requirements.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There are other disadvantages with conventional coatings. In some cases, much of the applied
coating evaporates into the air (solvent based carrier), while only a fraction of the coating
actually remains as a dry coating film. In addition, overspray coatings are difficult to reuse or
reclaim, and water-borne systems tend to promote corrosion and flash-rusting. Not only is this an
inefficient use of the coating, it also is responsible for the emission of many harmful airborne
toxins.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Our Solution</B></U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our 100% solids UV cured industrial coatings combat all of the issues noted above without
sacrificing vital performance aspects. We have developed over 200 individual coating formulations
that address the limitations of traditional carrier-based coatings. Our coatings cure in less than
a minute after application without the use of heat. This changes the manufacturing dynamic in four
ways. First, UV curing eliminates the bottleneck effect and makes disassembly unnecessary,
drastically increasing the speed with which coated products are produced. Second, the use of UV
curing obviates the need for thermal heating equipment and/or drying space, allowing manufacturers
to use less floor space. Similarly, the elimination of thermal heating from the manufacturing
process saves on the ever increasing cost of fuels &#150; an overall energy cost savings. Finally, the
use of 100% solids results in fewer harmful airborne emissions during production or application.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our liquid nanotechnology<SUP style="font-size: 85%; vertical-align: text-top">TM</SUP> coatings have other advantages. Indeed, a crucial
advantage of our products is more cost effective than conventional coatings. Our 100% solid
coatings offer increased efficiency and result in minimal wasted product: if a manufacturer needs
one mil dry film thickness, it need only apply and cure one mil of our coating.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Product Offerings</B></U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Plastics</U>. Our liquid nanotechnology&#153; coatings have improved hardness and abrasion
resistance over conventional carrier-based coatings. The coatings are also noteworthy for their
ability to achieve either optical clarity or accept pigments. Based on laboratory tests, we
believe our formulations have excellent adhesion to many common plastics, such as polycarbonate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Metals</U>. Our coatings adhere well to most metal surfaces. Moreover, our coatings are
able to achieve pigmentation under a UV curable situation. Applications include automotive parts
and products that incorporate metal along with seals or other rubber parts. Because our coatings
are UV curable, metals paired with rubber parts will not require disassembly prior to finishing.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Glass</U>. Our glass coatings product has achieved solid optical clarity in a UV curable
in both high and low viscosity formulations that have significant thermal conductivity. The
product also offers adhesion between separate glass products that is less breakable than a single
glass product. Potential applications for this technology include electronics and visible light
consumer products.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->7<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Paper</U>. Our paper offerings include a product that is a barrier coating rather than a
repellant to water, allowing the paper to be waterproof while still being writable and printable.
This offering is not given to deformation under heat. Potential applications of this coating
include packaging and labels.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Electronics</U>. Our coatings do not contain either water or organic solvents that may
damage delicate electronic components. Moreover, these coatings are also UV curable and may be
applied and cured without thermal shock to the substrate. We believe this technology offers
potential for various electronics applications.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Medical</U>. We have successfully developed a flexible, urethane based coating used to
bond metal and plastic parts for use on a cardiovascular device.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>License Arrangements</B></U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>DuPont</U>. On November&nbsp;8, 2004, we licensed our platform automotive technology to
DuPont. This non-exclusive license covers all of DuPont&#146;s automotive metal coating activities in
North America. The license is for a term of fifteen (15)&nbsp;years, terminating on November&nbsp;8, 2019.
The license provides for royalty payments at a stated percentage of net sales. To date, we have not
received any royalty payments pursuant to this license.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Red
Spot Paint &#038; Varnish</U>. On May&nbsp;6, 2005, we granted Red Spot Paint &#038; Varnish an
exclusive license to manufacture and sell one of our proprietary products for use on 22 gallon
metal propane tanks. The duration of this license is fifteen years, terminating on May&nbsp;6, 2020.
Upon consummation of the license, Red Spot made a one-time payment of $125,000 to us. The license
also provides for royalty payments at a stated percentage of net sales. To date, we have not
received any royalty payments pursuant to this license.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With respect to these licenses, we are unable to make predictions regarding the timing and
size of any future royalty payments. We believe that any royalties depend, in large part, on the
licensee&#146;s ability to market, produce and sell products incorporating our proprietary technology.
We do not expect to receive any royalty revenue from these licenses in the short term.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Medical
Device Company.</U> On February&nbsp;3, 2001, we granted a major medical device company
a license to use one of our proprietary products on a cardiovascular application. All terms of this
license are subject to a confidentiality agreement. The duration of this agreement is unlimited
except upon breach of the agreement by either party. The major medical device company paid us a one
time licensing fee of $70,000. As such, we do not expect to accrue future revenues pursuant to this
agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Marketing Strategy </B></U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our target markets include the electronics, automotive and trucking, paper products and
original equipment manufacturers. We plan to use direct sales teams in certain target markets,
such as original equipment manufacturers (&#147;OEMs&#148;), and third party distributors in broad product
markets, such as paper products, to develop our product sales. Thus, our key promotional
activities will include:
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->8<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>attendance at industry trade shows and conventions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>direct sales, with a force of industry-specific sales people who will identify,
call upon and build ongoing relationships with key purchasers and targeted industries.
The sales people will be backed by passive sales systems, including inside sales and e-commerce;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>print advertising in journals with specialized industry focus;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>web advertising, including supportive search engines and website and
registration with appropriate sourcing entities;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>public relations, industry-specific venues, as well as general media, to create
awareness of us and our products. This will include membership in appropriate trade
organizations; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>brand identification through trade names associated with us and our products.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Sales Strategy</B></U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To date, we have conducted all of our business development and sales efforts through our
officers and executives who are active in other roles. We intend to build dedicated sales,
marketing, and business development teams to sell our products. Our initial focus will be either
the direct sales of our products to end users and/or the formation of joint venture arrangements
with established market participants through which our products will be sold. We also intend to
engage in strategic licensing activities with key players in selected markets.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our sales cycle is long and we do not expect to generate sales revenues in the near term. The
process begins with the identification of potential customers in selected markets. If the customer
is interested, the customer will generally send application samples to us for initial analysis and
testing. We then attempt to coat the application samples using our product. Provided we are able to
demonstrate the efficacy of our product on the application sample to the customer, the customer
will then perform extended durability tests. In most cases, we are unable to exert any control or
influence over the durability test. Upon conclusion of the durability test, we plan to work with
the customer while it decides whether to purchase our product.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In many cases, the potential customer will have to modify its coating production line to add
UV curing to replace its thermal curing equipment. We plan to work with the customer to assist in
the transition of its traditional coating operations to our technology. We expect that the
customer&#146;s resistance to change, costs, access to capital, and payback on investment will be
factors in its decision to adopt our technology.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Competition</B></U>
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->9<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The industrial coatings industry is extremely competitive. There are several hundred sources
in the United States of conventional paints and coatings for general metal use, including major
sources such as Akzo Nobel, PPG, Sherwin-Williams and Valspar. Direct competition from UV-cure
producers comes from fewer sources since the technology is not commonly available at small firms,
having been developed around flooring, graphics and lithography applications.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Competitive factors in this industry include ease of use, quality, versatility, reliability,
and cost. Our primary competitors include companies with substantially greater financial,
technological, marketing, personnel and research and development resources than we currently have.
There are direct competitors with competitive technology and products in the coatings markets for
our technology and products and those we have in development. There can be no assurance that we
will be able to compete successfully in this market. Further, there can be no assurance that
existing and new companies will not enter the industrial coatings markets in the future.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Intellectual Property</B></U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our ability to compete effectively will depend on our success in protecting our proprietary
technology, both in the United States and abroad. We have filed ten patent applications with the
USPTO and ten patent applications in certain other countries to cover our technology. The USPTO has issued four patents to
Sally J.W. Ramsey, our Director of Research and Development and New Product Development, which she assigned to us.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No assurance can be given that any additional patents relating to our existing technology will
be issued from the United States or any foreign patent offices, that we will receive any patents in
the future based on our continued development of our technology, or that our patent protection
within and/or outside of the United States will be sufficient to deter others, legally or
otherwise, from developing or marketing competitive products utilizing our technologies.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to seeking patent protection, we will rely on trade secrets, know-how and
continuing technological advancement to seek to achieve and thereafter maintain a competitive
advantage. Although we have entered into or intend to enter into confidentiality and invention
agreements with our employees, consultants and advisors, no assurance can be given that such
agreements will be honored or that we will be able to effectively protect our rights to our
unpatented trade secrets and know-how. Moreover, no assurance can be given that others will not
independently develop substantially equivalent proprietary information and techniques or otherwise
gain access to our trade secrets and know-how.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Research and Development</B></U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Most of our research and development efforts are related to the application of our coatings to
specific products.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Employees</B></U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have six full-time employees.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->10<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>2. MANAGEMENT&#146;S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Reverse Merger</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
July 26, 2007, the reverse merger between Ecology-CA and OCIS was completed. Pursuant to
the Merger, the shareholders of Ecology-CA acquired 95% of the outstanding shares of OCIS by
exchanging their shares for a like number of shares of OCIS. As such, the following Management
Discussion and Analysis is focused on the operations of the Ecology Coatings, Inc. and excludes the
operations of OCIS.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Overview </B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following discussion summarizes the material changes in our financial condition between
September&nbsp;30, 2006 and September&nbsp;30, 2005 and the material changes in our results of operations and
financial condition between the year ended September&nbsp;30, 2006 and September&nbsp;30, 2005.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We develop nano-engineered, ultra-violet curable coatings that are designed to drive
efficiencies and clean processes in manufacturing. We create proprietary coatings with unique
performance attributes by leveraging our platform of integrated nano-material technologies. We
collaborate with industry leaders to develop high-value, high-performance coatings for applications
in the specialty paper, automotive, general industrial, electronic and medical arenas.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Since 1990, we have focused on developing products that enable the inexpensive mass production
of protective coatings that leverage nano-particle technology and are cured under UV light to
create coatings that are not only superior, but also clean and efficient. The use of liquid
nano-technology&#153; represents a paradigm shift in coatings technology. While our competitors have
focused their efforts on improving the traditional powder-coat, water-borne and solvent-based
coatings, we have striven for technological breakthroughs. We have developed over 200 individual
coating formulations that address the limitations of traditional coatings.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Plan of Operation</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We plan to build our revenues by focusing on direct sales, sales with joint venture partners
to original equipment manufacturers, and by licensing activities with key industry partners in
selected markets.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Operating Results</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>For the Six Months Ended March&nbsp;31, 2007 and 2006</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Statement of Operations is included in the Financial Statements attached to this Report.
Please refer to this Statement of Operations.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->11<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Results From Operations</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Revenues </I></B>for the six months ended March&nbsp;31,2007 and March&nbsp;31, 2006, were $20,834 and $21,005,
respectively. All of the revenues for the six months ended March&nbsp;31,2007 and substantially all of
the revenues for the six months ended March&nbsp;31, 2006 were derived from the licensing agreement with
Red Spot. These revenues stem from the amortization of the initial payment of $125,000 by Red Spot
to the Company in May, 2005 and not from any subsequent transactions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>General and Administrative Expenses </I></B>for the six months ended March&nbsp;31, 2007 and March&nbsp;31, 2006
were $1,134,960 and $187,638, respectively. The increase in such expenses for the six months ended
March&nbsp;31,2007 is, in general, explained by steps taken to ready the Company for a private offering
and the subsequent merger with OCIS, as well as to expose the investment community to the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Operating Losses </I></B>for the six months ended March&nbsp;31, 2007 and March&nbsp;31, 2006 were ($1,267,411)
and ($166,633), respectively. The increased loss between the periods is explained by the increase
in General and Administrative Expenses discussed above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Interest Income</I></B>. Interest income for the six months ended March&nbsp;31, 2007 and March&nbsp;31, 2006 was
$2,374 and $0, respectively. This income reflects interest earned on bank account balances.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Interest Expense</I></B>. Interest expense for the six months ended March&nbsp;31, 2007 and March&nbsp;31, 2006
was $155,659 and $9,394, respectively. These amounts reflect interest accrued on convertible notes
payable to third parties as well as notes payable to related parties. $1,850,000 was borrowed on
convertible notes payable in varying increments between February&nbsp;1, 2006 and December&nbsp;31, 2006. Of
this, only $350,000 was outstanding as of March&nbsp;31, 2006 while $1,850,000 was outstanding as of
March&nbsp;31, 2007, resulting in the increase reflected herein.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Income Tax Provision</I></B>. No provision for income tax benefit from net operating losses has been
made for the six months ended March&nbsp;31, 2007 and March&nbsp;31, 2006 as the Company has fully reserved
the asset until realization is more reasonably assured.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Net Loss</I></B>. Net Loss for the six months ended March&nbsp;31, 2007 and March&nbsp;31, 2006 was ($1,267,411)
and ($176,027), respectively. The increase in the loss results primarily from the increase in
General and Administrative Expenses and Interest Expense discussed above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Basic and Diluted Loss per Share</I></B>. Basic and Diluted Loss per Share for the six months ended
March&nbsp;31, 2007 and March&nbsp;31, 2006 was ($.04) and ($.01), respectively. This change reflects the increased Net
Loss discussed above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Liquidity and Capital Resources</I></B>. Cash and cash equivalents as of March&nbsp;31, 2007 and March&nbsp;31, 2006
totaled $56,221 and $215,009, respectively. The decline reflects the Net Loss incurred during the
period, offset to a large degree by additional borrowings.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->12<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>For the Years Ended September&nbsp;30, 2006 and 2005</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Results From Operations</I></B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Revenues </I></B>for the years ended September&nbsp;30, 2006 and September&nbsp;30, 2005 were $41,838 and
$17,084, respectively. All of the revenues for the year ended September&nbsp;30, 2006 and substantially
all of the revenues for the year ended September&nbsp;30, 2005 were derived from the licensing agreement
with Red Spot. These revenues stem from the amortization of the initial payment of $125,000 by Red
Spot to the Company in May, 2005 and not from any subsequent transactions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>General and Administrative Expenses </I></B>for the years ended September&nbsp;30, 2006 and September&nbsp;30,
2005 were $636,230 and $318,759, respectively. The increase in such expenses for the year ended
September&nbsp;30, 2006 is, in general, explained by steps taken to ready the Company for a private
offering and the subsequent merger with OCIS, as well as to expose the investment community to the
Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Operating Loss. </I></B>Operating Losses for the years ended September&nbsp;30, 2006 and September&nbsp;30, 2005
were ($594,392) and ($301,675), respectively. The increase in operating losses between the years is
explained by the increase in General and Administrative Expenses discussed above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Interest Income. </I></B>There was no interest income for either period under discussion.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Interest Expense. </I></B>Interest Expense for the years ended September&nbsp;30, 2006 and September&nbsp;30,
2005 as $65,234 and $10,366, respectively, reflecting increased borrowings to subsidize Company
operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Income Tax Provision. </I></B>No provision for income tax benefit from net operating losses was recorded
for the years ended September&nbsp;30, 2006 and September&nbsp;20, 2005 as the Company had fully reserved the
asset until realization is more reasonably assured.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Net Loss. </I></B>Net Losses for the years ended September&nbsp;30, 2006 and September&nbsp;30, 2005 were
($659,626) and ($312,041), respectively. The increase in the net losses between the years resulted
primarily from the increase in General and Administrative Expenses and Interest Expense discussed
above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Basic and Diluted Loss per Share. </I></B>Basic and Diluted Loss per Share for the years ended
September&nbsp;30, 2006 and September&nbsp;30, 2005 was ($.03) and ($.02), respectively. This change reflects
the increase in Net Loss discussed above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Liquidity and Capital Resources. </I></B>Cash and cash equivalents as of September&nbsp;30, 2006 and September
30, 2005 totaled $736,379 and $10,165, respectively. This increase reflects the additional
borrowings during the year ended September&nbsp;30, 2006, offset partially by the increased Net Loss
incurred during the period.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Liquidity and Capital Resources </B></U>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->13<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">





<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 1%"><B>Current and Expected Liquidity</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Historically, we have financed operations primarily through the issuance of debt. In the near
future, as additional capital is needed, we expect to rely primarily on the sale of equity
securities, including related derivative securities. Subsequent to the financial statement period
under review, we raised $2,483,500 in cash from a private placement. Additionally, pursuant to the
terms of the private placement, three debt holders converted
$1,749,470 in principal and accrued
interest to common stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have convertible notes payable to three separate parties in an original principal amount of
$1,850,000 that do not contain any restrictive covenants with respect to the issuance of additional
debt or equity securities by the Company. The notes payable, together with accrued interest, are
due and payable on December&nbsp;31, 2007, unless converted to common stock prior to that date. As
stated in the previous paragraph, three of the debt holders converted
$1,749,470 in principal and
accrued interest into common stock pursuant to the terms of the private placement. Additionally, we
have notes owing to shareholders totaling $243,500 plus accrued interest as of March&nbsp;31, 2007.
These notes are due and payable on December&nbsp;31, 2007. None of the debt is subject to restrictive
covenants. All debt is unsecured.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our cash increased by $726,214, from $10,165 at September&nbsp;30, 2005
to $736,379 at September&nbsp;30, 2006, due primarily to proceeds from the issuance of debt of
$1,400,000 offset by cash used in operations ($545,038) and cash used in the development of patents
($122,062).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will continue to use substantial amounts of cash to enhance the marketability of our
intellectual property and to improve the visibility of our common stock. We intend to utilize our
common stock to leverage funds for the acquisition of manufacturing capacity. See also Plan of
Operation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
July&nbsp;26, 2007 we had approximately 32,130,684 common shares issued and outstanding. As of
that same date, options to purchase up to 3,518,650 shares of common stock had been granted.
Additionally, $237,916 in convertible notes and accrued interest were outstanding that could be
converted into 145,391 shares of common stock.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 1%"><B>Capital Commitments</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table discloses aggregate information about our contractual obligations and the
periods in which payments are due as of July 26, 2007:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Less</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 0px solid #000000"><B>Than</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>4-5</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 0px solid #000000"><B>After</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Contractual Obligations</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>Total</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>1 Year</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>1-3 Years</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>Years</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>5 Years</B></TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Notes Payable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">428,966</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">428,966</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Interest on Notes Payable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">61,424</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">61,424</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Contractual Service
Agreements</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">412,500</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">302,500</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">110,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Total Contractual
Obligations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">867,424</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">757,424</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">110,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
        <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
        <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
        <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
        <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
        <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->14<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Off-Balance Sheet Arrangements </B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There
were no off-balance sheet arrangements at July 26, 2007.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Critical Accounting Policies and Estimates</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Revenue recognition. </I></B>Revenues from licensing contracts are recorded ratably over the life of
the contract. Contingency earnings such as royalty fees are recorded when the amount can reasonably
be determined and collection is likely.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Loss per Share. </I></B>Basic loss per share is computed by dividing the net loss by the weighted
average number of shares of common stock outstanding during the period. Diluted loss per share is
computed by dividing the net loss by the weighted average number of shares of common stock and
potentially dilutive securities outstanding during the period. Potentially dilutive shares consist
of the incremental common shares issuable upon the exercise of stock options and warrants and the conversion of convertible debt.
Potentially dilutive shares are excluded from the weighted average number of shares if their effect
is antidilutive. The Company had a net loss for all periods presented herein; therefore, none of
the dilutive securities outstanding during each of the periods presented were included in the
computation of diluted loss per share as they were antidilutive.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Income taxes and deferred income taxes. </I></B>We use the asset and liability approach for financial
accounting and reporting for income taxes. Deferred income taxes are provided for temporary
differences in the bases of assets and liabilities as reported for financial statement purposes and
income tax purposes and for the future use of net operating losses. We have recorded a valuation
allowance against the net deferred income tax asset. The valuation allowance reduces deferred
income tax assets to an amount that represents management&#146;s best estimate of the amount of such
deferred income tax assets that more likely than not will be realized. The Company cannot be
assured of future income to realize the net deferred income tax asset; therefore the deferred
income tax asset has been fully reserved against in the accompanying financial statements.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Use of estimates. </I></B>The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the amounts of assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Cash and cash equivalents. </I></B>The Company considers cash and all highly liquid
investments with original maturities of three months or less to be cash and cash equivalents.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Accounts Receivable. </I></B>Accounts receivable consist of amounts due from customers less amounts
for potentially uncollectible accounts. The Company follows the allowance method of recognizing
uncollectible accounts receivable. The Company provides a provision for an estimate of accounts
receivable deemed to be uncollectible. This estimate is based upon the
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->15<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">length of time balances are outstanding from the terms of sale and the Company&#146;s prior history
of uncollectible accounts receivable. Accounts receivable are generally unsecured and do not
include any finance charges.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Property and Equipment. </I></B>Property and equipment is stated at cost, less accumulated
depreciation. Depreciation is recorded using the straight-line method over the following useful
lives:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="72%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="23%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Computer equipment
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">3-5&nbsp;years</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Furniture and fixtures
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">3-7&nbsp;years</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Test equipment
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">5-7&nbsp;years</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Software
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">3&nbsp;years</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Repairs and maintenance costs are charged to operations as incurred. Betterments or renewals
are capitalized as incurred.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company reviews long lived assets for impairment whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset with future net cash flows expected to be
generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Patents. </I></B>It is the Company&#146;s policy to capitalize costs associated with securing a patent.
Costs consist of legal and filing fees. Once a patent is issued, it is amortized on a
straight-line basis over its estimated useful life of approximately eight years.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Research and Development Expenditures. </I></B>Research and development expenditures, which include
the cost of materials consumed in research and development activities, salaries, wages and other
costs of personnel engaged in research and development, costs of services performed by others for
research and development on behalf of the company and indirect costs are expensed as research and
development costs when incurred.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Stock-Based
Compensation. </I></B>Our stock option plan is subject to the provisions of Statement
of Financial Accounting Standards (&#147;SFAS&#148;) Number 123(R), <I>Accounting for Stock-Based Compensation</I>.
Under the provisions of SFAS Number 123(R), employee and director stock-based compensation expense
is measured utilizing the fair-value method.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company accounts for stock options granted to non-employees under SFAS Number 123 using
EITF 98-16 requiring the measurement and recognition of stock-based compensation to consultants
under the fair-value method with stock-based compensation expense being charged to earnings on the
earlier of the date services are performed or a performance commitment exists.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Recent Accounting Pronouncements</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In March&nbsp;2006, the FASB issued Statement of Financing Accounting Standard (&#147;SFAS&#148;) No.&nbsp;156,
&#147;Accounting for Servicing of Financial Assets,&#148; (&#147;SFAS No.&nbsp;156&#148;) which provides an approach to
simplify efforts to obtain hedge-like (offset)&nbsp;accounting. This new Statement amends SFAS No.&nbsp;140,
&#147;Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,&#148;
with respect to the accounting for separately recognized servicing assets and servicing
liabilities. SFAS No.&nbsp;156 is effective for all separately recognized servicing assets and
liabilities as of the beginning of an entity&#146;s fiscal year that begins after September&nbsp;15, 2006,
with earlier adoption permitted in certain circumstances. The adoption of SFAS No.&nbsp;156 did not have
a material effect on the financial statements.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->16<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In September&nbsp;2006, the FASB issued SFAS No.&nbsp;157, &#147;Fair Value Measurements&#148;, which establishes
how companies should measure fair value when they are required to use a fair value measure for
recognition or disclosure purposes under GAAP. This Statement is effective for financial statements
issued for fiscal years beginning after November&nbsp;15, 2007, and interim periods within those fiscal
years. The Company is currently evaluating the impact of this Statement on our financial
statements, but we do not expect SFAS 157 to have a material effect.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In September&nbsp;2006, the FASB issued SFAS No.&nbsp;158, &#147;Employers&#146; Accounting for Defined Benefit
Pension and Other Postretirement Plans&#148; (&#147;SFAS No.&nbsp;158&#148;) an amendment of FASB Statement No.&nbsp;87
&#147;Employers&#146; Accounting for Pensions&#148;, FASB Statement No.&nbsp;88 &#147;Employers&#146; Accounting for Settlements
and Curtailments of Defined Benefit Pension Plans and for Terminated Benefits&#148;, FASB No.&nbsp;106
&#147;Employers&#146; Accounting for Postretirement Benefits Other than Pensions&#148;, and FASB Statement No.
132<SUP style="font-size: 85%; vertical-align: text-top"> </SUP>(R) &#147;Employers&#146; Disclosures about Pensions and Other Postretirement Benefits&#148;. This
statement requires an employer to recognize the over-funded or under-funded status of a defined
benefit postretirement plan as an asset or liability in its statement of financial position and to
recognize changes in that funded status in the year in which the changes occur through
comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit
organization. This statement also requires an employer to measure the funded status of a plan as of
the date of its year-end statement of financial position with limited exceptions. Issuers of
publicly traded equity securities are required to initially recognize the funded status of a
defined benefit postretirement plan and to provide the required disclosures as of the end of the
fiscal year ending after December&nbsp;15, 2006. This requirement to measure plan assets and benefit
obligations as of the date of the employer&#146;s fiscal year-end statement of financial position is
effective for fiscal years ending after December&nbsp;15, 2008. Earlier application of this statement is
encouraged. The Company does not believe that the adoption of SFAS No.&nbsp;158 will have a material
effect on our results of operations or financial position.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In February&nbsp;2007, the FASB issued SFAS No.&nbsp;159, &#147;The Fair Value Option for Financial Assets
and Financial Liabilities &#151; Including an amendment of FASB Statement No.&nbsp;115&#148; (&#147;SFAS 159&#148;). SFAS
159 allows companies to choose to measure many financial instruments and certain other items at
fair value. This statement is effective as of the beginning of an entity&#146;s first fiscal
year that begins after November&nbsp;15, 2007, although earlier adoption is permitted. Management has
not determined the effect that adopting this statement would have on the Company&#146;s financial
condition or results of operation. SFAS 159 will become effective for the Company beginning in
fiscal 2008. The Company is currently evaluating what effects the adoption of SFAS 159 will have on
the Company&#146;s future results of operations and financial condition.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">RISK FACTORS
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should carefully consider the following risk factors and all other information contained
in this report before purchasing shares of our common stock. Investing in our common stock
involves a high degree of risk. If any of the following events or outcomes actually occurs, our
business, operating results and financial condition would likely suffer. As a result, the trading
price of our common stock could decline and you may lose all or part of the money you paid to
purchase our common stock.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->17<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Note: There could be additional risk factors that are not discussed herein.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><U><B>Risks Related to the Company</B></U>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We are largely an inception stage company and have a history of operating losses</I></B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are largely an inception stage company and had an accumulated deficit of $2,523,710. Thus,
we have a limited operating history upon which investors may rely to evaluate our prospects. Such
prospects must be considered in light of the problems, expenses, delays and complications
associated with a business that seeks to commence more significant revenue operations. We will
need to raise funds in our private placement to continue to fund our operations. Operating losses
have resulted principally from costs incurred in the preparation of
our private placement memorandum, promotion of our products, and from salaries and general and administrative costs. We have generated
nominal revenue to date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>We expect to continue to generate operating losses and experience negative cash flow and it is
uncertain whether we will achieve future profitability</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We expect to continue to incur operating losses until such time, if ever, as we are able to
achieve sufficient levels of revenue from operations. Our ability to commence revenue operations
and achieve profitability will depend on our products functioning as intended, the market
acceptance of our liquid nano-technology&#153; products and our capacity to develop, introduce and bring
additional products to market. There can be no assurance that we will ever generate sales or
achieve profitability. Accordingly, the extent of future losses and the time required to achieve
profitability, if ever, cannot be predicted at this point.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Our auditors have expressed a going concern opinion</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have incurred losses, primarily as a result of
our inception stage, general and
administrative, and pre-production expenses and our limited amount of revenue. Accordingly, we have
received a report from our independent auditors that includes an explanatory paragraph describing
their substantial doubt about our ability to continue as a going concern.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>The Company will need additional financing</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our cash requirements may vary materially from those now planned depending on numerous
factors, including the status of our marketing efforts, our business development activities, the
results of future research and development and competition. We believe that the net proceeds from
our private placement and our prior capital raising activities, together with our projected revenue
and cash flow from operations, if any, will not be sufficient to fund our working and other capital
requirements as we arrange for additional capital. However, we may need to raise additional funds
to finance our capital requirements through private or public financings before such point for a
variety of reasons, including our inability to achieve more substantial revenue operations as we
anticipated, and to achieve a profitable level of operations. Such financing could include equity
financing, which may be dilutive to stockholders, or debt financing, which would likely restrict
our ability to make acquisitions and borrow from other sources. In addition, such securities may
contain rights, preferences or privileges senior to those of the rights of our current
shareholders. We do not currently have any commitments for
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->18<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">additional financing. There can be no assurance that additional funds will be available on
terms attractive to us or at all. If adequate funds are not available, we may be required to
curtail our pre-production, sales and research and development activities and/or otherwise
materially reduce our operations. Any inability to raise adequate funds could have a material
adverse effect on our business, results of operations and financial condition.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>We are dependent on key personnel</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our success will be largely dependent upon the efforts of our executive officers, Richard D.
Stromback, F. Thomas Krotine and Sally J. W. Ramsey, our principal chemist. The loss of the
services of these individuals could have a material adverse effect on our business and prospects.
There can be no assurance that we will be able to retain the services of such individuals in the
future. We intend to obtain and maintain key-person life insurance policies on Richard D.
Stromback and Sally J. W. Ramsey in the amounts of $500,000 each until we achieve positive cash
flow, if such policies can be obtained and maintained at a reasonable cost to us. Our success will
be dependent upon our ability to hire and retain qualified technical, research, management,
marketing and financial personnel. We will compete with other companies with greater financial and
other resources for such personnel. Although we have not, to date, experienced difficulty in
attracting qualified personnel, there can be no assurance that we will be able to retain our
present personnel or acquire additional qualified personnel as and when needed.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Risks Related to our Business</B></U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We are operating in both mature and developing markets, and there is uncertainty as to acceptance
of our technology and products in these markets</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We researched the markets for our products using our own personnel rather than third parties.
We have conducted limited test marketing and thus have relatively little information on which to
estimate our levels of sales, the amount of revenue our planned operations will generate and our
operating and other expenses. There can be no assurance that we will be successful in our efforts
to market our products or to develop our markets in the manner we contemplate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain markets, such as electronics and specialty packaging, are developing and rapidly
evolving and are characterized by an increasing number of market entrants who have developed or are
developing a wide variety of products and technologies, a number of which offer certain of the
features that our products offer. Because of these factors, demand and market acceptance for new
products are subject to a high level of uncertainty. In mature markets, such as automotive or
general industrial, we may encounter resistance by our potential customers in changing to our
technology because of the capital investments they have made in their present production or
manufacturing facilities. Thus, there can be no assurance that our technology and products will
become widely accepted. It is also difficult to predict with any assurance the future growth rate,
if any, and size of these markets. If a substantial market fails to develop, develops more slowly
than expected or becomes saturated with competitors or if our products do not achieve market
acceptance, our business, operating results and financial condition will be materially and
adversely affected.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->19<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our technology is also intended to be marketed and licensed to component or device
manufacturers for inclusion in the products they market and sell as an embedded solution. As with
other new products and technologies designed to enhance or replace existing products or
technologies or change product designs, these potential partners may be reluctant to adopt our
coating solution into their production or manufacturing facilities unless our technology and
products are proven to be both reliable and available at a competitive price and the cost-benefit
analysis is favorable to the particular industry. Even assuming acceptance of our technology, our
potential customers may be required to redesign their production or manufacturing facilities to
effectively use our liquid nano-technology&#153;. The time and costs necessary for such redesign could
delay or prevent market acceptance of our technology and products. A lack of, or delay in, market
acceptance of our liquid nano-technology&#153; products would adversely affect our operations. There
can be no assurance that we will be able to market our technology and products successfully or that
any of our technology or products will be accepted in the marketplace.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Long Sales Cycle</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our principal target market is the multi-billion OEM coatings market. OEM manufacturers
traditionally have substantial capital investments in their plant and equipment, including the
coating portion of the production process. In this market, the sale of our coating technology will
be subject to budget constraints and resistance to change of long-established production techniques
and processes, which could result in a significant reduction in our anticipated revenues. We
cannot assure investors that such customers will have the necessary funds to purchase our
technology and products even though they may want to do so. Further, even if such customers have
the necessary funds, we may experience delays and relatively long sales cycles due to their
internal decision making policies and procedures and reticence to change.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Our target markets are characterized by new products and rapid technological change</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The target markets for our products are characterized by rapidly changing technology and
frequent new product introductions. Our success will depend in part on our ability to enhance our
planned technologies and products and to introduce new products and technologies to meet changing
customer requirements. We intend to devote significant
resources toward the development of liquid nano-technology&#153; solutions. There can be no assurance
that we will successfully complete the development of these technologies and related products in a
timely fashion or that our current or future products will satisfy the needs of the coatings
market. There can also be no assurance that liquid nano-technology&#153; products and technologies
developed by others will not adversely affect our competitive position or render our products or
technologies non-competitive or obsolete.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>There is a significant amount of competition in our market</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The industrial coatings market is extremely competitive. Competitive factors in these
industries include ease of use, quality, portability, versatility, reliability, accuracy, cost and
other factors. Our primary competitors are expected to include companies with substantially
greater financial, technological, marketing, personnel and research and development resources than
we
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->20<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">currently have. There are direct competitors who have competitive technology and products for
many of our products. Further, there can be no assurance that new companies will not enter our
markets in the future. Although we believe that our products will be distinguishable from those of
our competitors on the basis of their technological features and functionality at an attractive
value proposition, there can be no assurance that we will be able to penetrate any of our
anticipated competitors&#146; portions of the market. Many of our anticipated competitors may have
existing relationships with manufacturers which may impede our ability to market our technology to
potential customers and build market share. There can be no assurance that we will be able to
compete successfully against currently anticipated or future competitors or that competitive
pressures will not have a material adverse effect on our business, operating results and financial
condition.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>We have limited marketing capability</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have limited marketing capabilities and resources. In order to achieve market penetration
we will have to undertake significant efforts and expenditures to create awareness of, and demand
for, our technology and products. Our ability to penetrate the market and build our customer base
will be substantially dependent on our marketing efforts, including our ability to establish
strategic marketing arrangements with OEM manufacturers and suppliers. No assurance can be given
that we will be able to enter into any such arrangements or if entered into that they will be
successful. Our failure to successfully develop our marketing capabilities, both internally and
through third-party alliances, would have a material adverse effect on our business, operating
results and financial condition. Further, there can be no assurance that, if developed, such
marketing capabilities will lead to sales of our technologies and products.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>We are dependent on manufacturers and suppliers</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We purchase, and intend to continue to purchase, all of the raw materials for our products
from a limited number of manufacturers and suppliers. We do not intend to directly manufacture any
of the chemicals or other raw materials used in our products. Our reliance upon outside
manufacturers and suppliers is expected to continue and involves several risks, including limited
control over the availability of raw materials, delivery schedules, pricing and product quality.
We may experience delays, additional expenses and lost sales if we are required to locate and
qualify alternative manufacturers and suppliers.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A few of the raw materials for our products are produced by a very small number of specialized
manufacturers. While we believe that there are alternative sources of supply, if, for any reason,
we are precluded from obtaining such materials from such manufacturers, we may experience long
delays in product delivery due to the difficulty and complexity involved in producing the required
materials and we may also be required to pay higher costs for our materials.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>We are uncertain of our ability to protect technology through patents</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our ability to compete effectively will depend on our success in protecting our proprietary
liquid nano-technology&#153;, both in the United States and abroad. We have filed for patent protection
in the United States and certain other countries to cover a number of aspects of
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->21<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">our liquid nano-technology&#153;. The U.S. Patent Office (&#147;USPTO&#148;) has issued four patents. We
have ten applications still pending before the USPTO and ten patent applications pending in other countries.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No assurance can be given that any additional patents relating to our existing technology will
be issued from the United States or any foreign patent offices, that we will receive any additional
patents in the future based on our continued development of our technology, or that our patent
protection within and/or outside of the United States will be sufficient to deter others, legally
or otherwise, from developing or marketing competitive products utilizing our technologies.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If we obtain patents, there can be no assurance that they will be enforceable to prevent
others from developing and marketing competitive products or methods. If we bring an infringement
action relating to any future patents, it may require the diversion of substantial funds from our
operations and may require management to expend efforts that might otherwise be devoted to our
operations. Furthermore, there can be no assurance that we will be successful in enforcing our
patent rights.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Further, if any patents are issued, there can be no assurance that patent infringement claims
in the United States or in other countries will not be asserted against us by a competitor or
others, or if asserted, that we will be successful in defending against such claims. If one of our
products is adjudged to infringe patents of others with the likely consequence of a damage award,
we may be enjoined from using and selling such product or be required to obtain a royalty-bearing
license, if available on acceptable terms. Alternatively, in the event a license is not offered,
we might be required, if possible, to redesign those aspects of the product held to infringe so as
to avoid infringement liability. Any redesign efforts undertaken by us might be expensive, could
delay the introduction or the re-introduction of our products into certain markets, or may be so
significant as to be impractical.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>We are uncertain of our ability to protect our proprietary technology and information</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to seeking patent protection, we rely on trade secrets, know-how and continuing
technological advancement to achieve and thereafter maintain a competitive advantage. Although we
have entered into or intend to enter into confidentiality and invention agreements with our
employees, consultants, certain potential customers and advisors, no assurance can be given that
such agreements will be honored or that we will be able to effectively protect our rights to our
unpatented trade secrets and know-how. Moreover, no assurance can be given that others will not
independently develop substantially equivalent proprietary information and techniques or otherwise
gain access to our trade secrets and know-how.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Risks related to our license arrangements</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have licensing agreements with Red Spot Paint &#038; Varnish and DuPont regarding the use of
specific formulations for designated applications. The DuPont license provides multiple formulas
for use on metal parts in the North American automotive market. This is a non-exclusive licensing
agreement with an option for other fields that has a five-year term through November&nbsp;8, 2009. We
also have a licensing agreement with Red Spot that provides
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->22<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">formulations for specific tank coatings. Such licenses are renewable provided the parties are
in compliance with the agreements. Although these licenses provide for royalties based upon net
sales of our UV-cured coating formulations, there can be no assurance that Red Spot or DuPont will
aggressively market products with our coatings and, thus, entitle us to receive royalties at any
level.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>We have not completed our trademark registrations</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have filed for protection for &#147;EZ-Recoat&#153;,&#148; &#147;liquid nano-technology&#153;&#148; and &#147;Ecology
Coatings&#153;&#148; as trademarks in connection with our proposed business and marketing activities.
Although we intend to pursue the registration of our marks in the United States and other
countries, there can be no assurance that prior registrations and/or uses of one or more of such
marks, or a confusingly similar mark, does not exist in one or more of such countries, in which
case we might be precluded from registering and/or using such mark in certain countries.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>There are economic and general risks relating to business</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The success of our activities is subject to risks inherent in business generally, including
demand for products and services; general economic conditions; changes in taxes and tax laws; and
changes in governmental regulations and policies.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>Risk Related to our Common Stock</B></U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>There is a limited market for our common stock and holders may not be able to sell shares.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There is no assurance that any future registration statement will be declared effective by the
SEC. We expect the SEC to scrutinize our registration statements because of the relatively early
stage of development of our business compared to most public companies.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We intend to have our stock traded on the OTC Bulletin Board after completion of the Merger.
We do not presently meet the qualifications for listing our stock on the NASDAQ or one of the
national stock exchanges. There can be no assurance that our application will be granted or that
an active market will develop for our common stock on the OTC Bulletin Board. Additionally, there
can be no assurance any broker will be interested in trading our stock. Therefore, it may be
difficult to sell your shares if you desire or need to sell them. You may have no more liquidity
in your stock even if we are successful in the future in registering with the SEC and listed on the
OTC Bulletin Board.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Control by key stockholders</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
of July 26, 2007 our largest stockholders, Richard D. Stromback, Douglas Stromback, and
Deanna Stromback, who are the brother and sister of Richard D.
Stromback, respectively, and Sally J.W. Ramsey hold shares representing approximately 78.4% of the voting power of our outstanding capital
stock. Such voting power constitutes effective voting control in all matters requiring stockholder
approval. These voting and other control rights mean that our other stockholders, including
investors in our private placement, will have only limited rights to participate in our management.
These rights may also have the effect of delaying or preventing a
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->23<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">change in our control and may otherwise decrease the value of the shares and voting securities
owned by other stockholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Because our common stock will likely be considered a &#147;penny stock,&#148; any investment in our shares is
considered to be a high-risk investment and is subject to restrictions on marketability</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock will be considered a &#147;penny stock&#148; when it is listed on the OTC Bulletin
Board if it trades for less than $5 per share. The OTC Bulletin Board is generally regarded as a
less efficient trading market than the NASDAQ Capital or Global Markets.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The SEC has adopted rules that regulate broker-dealer practices in connection with
transactions in &#147;penny stocks.&#148; Penny stocks generally are equity securities with a price of less
than $5.00 (other than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with respect to transactions
in such securities is provided by the exchange or system). The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to
deliver a standardized risk disclosure document prepared by the SEC, which specifies information
about penny stocks and the nature and significance of risks of the penny stock market. The
broker-dealer also must provide the customer with bid and offer quotations for the penny stock, the
compensation of the broker-dealer and any salesperson in the transaction, and monthly account
statements indicating the market value of each penny stock held in the customer&#146;s account. In
addition, the penny stock rules require that, prior to effecting a transaction in a penny stock not
otherwise exempt from those rules, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the purchaser&#146;s written
agreement to the transaction. These disclosure requirements may have the effect of reducing the
trading activity in the secondary market for our common stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Since our common stock will be subject to the regulations applicable to penny stocks, the
market liquidity for our common stock could be adversely affected because the regulations on penny
stocks could limit the ability of broker-dealers to sell our common stock and thus your ability to
sell our common stock in the secondary market in the future.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>We have never paid dividends and have no plans to in the future</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Holders of shares of our common stock are entitled to receive such dividends as may be
declared by our board of directors. To date, we have paid no cash dividends on our shares of
common stock and we do not expect to pay cash dividends on our common stock in the foreseeable
future. We intend to retain future earnings, if any, to provide funds for operations of our
business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>The issuance of options and warrants may dilute the interest of stockholders</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have granted options and warrants to purchase 3,518,650 shares of our common stock under our 2007 Stock
Option and Restricted Stock Plan (the &#147;2007 Plan&#148;). We have reserved a total of 4,500,000 Shares
of common stock under our 2007 Plan. To the extent that outstanding stock options are exercised,
dilution to the interests of our stockholders may occur. Moreover, the terms upon which we will be
able to obtain additional equity capital may be adversely affected since the holders of the
outstanding options can be expected to exercise them at a time when we
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->24<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">would, in all likelihood, be able to obtain any needed capital on terms more favorable to us
than those provided in such outstanding options.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>We have additional securities available for issuance, which, if issued, could adversely affect the
rights of the holders of our common stock</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Articles of Incorporation authorize the issuance of 90,000,000 shares of our common stock
and 10,000,000 shares of preferred stock. The common stock and preferred stock can be issued by
our board of directors, without stockholder approval. Any future issuances of our common stock or
preferred stock could further dilute the percentage ownership of our Company held by existing
stockholders. Our preferred stock is a blank check in that our board of directors can set the
terms and conditions of the preferred stock without any stockholder approval.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Indemnification of officers and directors</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Articles of Incorporation and Bylaws of the Company contain broad indemnification and
liability limiting provisions regarding our officers, directors and employees, including the
limitation of liability for certain violations of fiduciary duties. Shareholders of the Company
therefore will have only limited recourse against the individuals.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of our company under Nevada law or otherwise, we have been advised that the opinion of the Securities and Exchange Commission
is that such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Market Risk Disclosures</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Derivative Financial Instruments, Other Financial Instruments, and Derivative Commodity
Instruments.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
of July 26, 2007, the Company did not participate in any derivative financial instruments,
or other financial and commodity instruments for which fair value disclosure would be required
under SFAS No.&nbsp;107.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Primary Market Risk Exposures.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s primary market risk exposure is in the area of interest rate risk. The Company&#146;s
investment portfolio of cash equivalents is subject to interest rate fluctuations, but the Company
believes this risk is immaterial due to the short-term nature of these investments.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>3. DESCRIPTION OF PROPERTY</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s executive office consists of approximately 1,000 square feet and is located at
35980 Woodward Avenue, Suite&nbsp;200, Bloomfield Hills, Michigan 48304. The lease commenced on
September&nbsp;1, 2006 and continues on a month-to-month basis and its monthly rent is $3,200.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We also lease approximately 3,600 square feet of laboratory space at 1238 Brittain Road,
Akron, Ohio 44310. We use this facility for manufacturing, storing and testing of our product. The
lease on the facility terminates on August&nbsp;31, 2007 and the monthly rent is $1,800.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->25<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table sets forth certain information regarding the common stock of OCIS
beneficially owned on July 25, 2007, prior to giving effect to the Closing of the Merger, forward
split and the Capital Raise, for (i)&nbsp;each stockholder known to be the beneficial owner of 5% or
more of the outstanding common stock of OCIS, (ii)&nbsp;each executive officer and director, and
(iii)&nbsp;all executive officers and directors as a group. In general, a person is deemed to be
a &#147;beneficial owner&#148; of a security if that person has or shares the power to vote or direct the
voting of such security, or the power to dispose or to direct the disposition of such security. A
person is also deemed to be a beneficial owner of any securities of which the person has the
right to acquire beneficial ownership within 60&nbsp;days. On July 25, 2007, immediately prior to the
Closing of the Merger, forward split and the Capital Raise, OCIS had 1,017,000 shares of common
stock outstanding.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="55%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Percent of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Title of Class</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Name of Beneficial Owner(2)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Number of Shares Owned</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Class</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD colspan="3" valign="top" align="left">Common</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">Brent W. Schlesinger</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">104,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">10.23</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">3942 South 210 West</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">Salt Lake City, Utah 84107</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 0em"><!-- Blank Space -->
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD colspan="3" valign="top" align="left">Common</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">R. Kirk Blosch</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">262,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">25.76</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">2081 South Lake Line Rd.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><A href="#101"></A></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">Salt Lake City, Utah 84109</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 0em; background: #cceeff">
    <TD colspan="3" valign="top" align="left">Common</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">Jeff W. Holmes</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">262,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">25.76</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">600 Highway 50 Pinewild</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">At Marla Bay, Unit 101</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">Zephyr Cove, Nevada 89448</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 0em"><!-- Blank Space -->
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD colspan="3" valign="top" align="left">Common</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">All Officers and Directors</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">628,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">61.75</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">as a Group (Three persons)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table sets forth certain information regarding the Company&#146;s common stock
beneficially owned on July 25, 2007, after giving effect to the Closing of the Merger, forward
split and the Capital Raise, for (i)&nbsp;each stockholder known to be the beneficial owner of 5% or
more of the Company&#146;s outstanding common stock, (ii)&nbsp;each executive officer and director, and
(iii)&nbsp;all executive officers and directors as a group, on an approximated pre- and post-
forward split basis. Unless otherwise indicated, each person in the table has sole voting
and investment power with respect to the shares shown. The table assumes a total of 32,130,684
shares of the Company&#146;s common stock outstanding as of July 25, 2007, on a post-forward split
basis and on an as-converted basis.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->26<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="53%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Percent of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Title of Class</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Name of Beneficial Owner(1)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Number of Shares Owned</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Class</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px"><B>Current Directors</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 0em"><!-- Blank Space -->
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD colspan="3" valign="top" align="left">Common</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">Richard D. Stromback (2)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16,200,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">50.38</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">1050 Northover</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">Bloomfield Hills, MI 48304</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 0em"><!-- Blank Space -->
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD colspan="3" valign="top" align="left">Common</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">F. Thomas Krotine</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">-0-</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">0.00</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">17441 Hawksview Lane</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">Chagrin Falls, OH 44023</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD colspan="3" valign="top" align="left">Common</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">Robert W. Liebig</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">-0-</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">0.00</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">6 Hill Farm Circle</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">North Oak, MN 55127</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 0em"><!-- Blank Space -->
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD colspan="3" valign="top" align="left">Common</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">All Officers and Directors as</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16,200,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">50.38</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">a Group (Three person)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px"><B>Principal Shareholders</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 0em"><!-- Blank Space -->
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD colspan="3" valign="top" align="left">Common</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">Richard D. Stromback (2)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16,200,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">50.38</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD colspan="3" valign="top" align="left">Common</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">F. Thomas Krotine</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">-0-</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">0.00</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom" style="padding-top: 0em"><!-- Blank Space -->
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD colspan="3" valign="top" align="left">Common</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">Adam S. Tracy (3)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">0.08</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD colspan="3" valign="top" align="left">Common</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">Sally J. W. Ramsey</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,000,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">9.33</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom" style="padding-top: 0em"><!-- Blank Space -->
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD colspan="3" valign="top" align="left">Common</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">Robert W. Liebig</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">-0-</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD colspan="3" valign="top" align="left">Common</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">David W. Morgan</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">-0-</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 0em"><!-- Blank Space -->
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD colspan="3" valign="top" align="left">Common</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">Kevin Stolz<SUP style="font-size: 85%; vertical-align: text-top"> </SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">-0-</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD colspan="3" valign="top" align="left">Common</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">Deanna Stromback<SUP style="font-size: 85%; vertical-align: text-top"> </SUP>(4)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,000,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">9.33</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom" style="padding-top: 0em"><!-- Blank Space -->
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD colspan="3" valign="top" align="left">Common</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">Douglas Stromback (4)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,000,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">9.33</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD colspan="3" valign="top" align="left">Common</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">All officers and directors as</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD colspan="3" valign="top" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:-0px">a group (seven persons)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19,300,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">60.03</TD>
    <TD nowrap>%</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>




<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Unless otherwise provided, all shares are owned beneficially and of record by the person
indicated.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Richard D. Stromback&#146;s total shares include 62,500 shares owned beneficially and of record by
his wife, Jill Stromback.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 25,000 options to purchase shares of common stock exercisable within 60&nbsp;days.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(4)</TD>
    <TD>&nbsp;</TD>
    <TD>Deanna Stromback and Douglas Stromback are the sister and brother, respectively, of Richard
D. Stromback.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt"><!-- Folio -->27<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">






<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective as of the Closing, Brent W. Schlesinger, R. Kirk Blosch and Jeff W. Holmes
resigned their positions as officers and directors of the Company. The following table sets forth
the names, positions and ages of our directors and/or executive officers.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="58%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Name</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Age</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Position</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Richard D. Stromback
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">38</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman of the Board of Directors</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">F. Thomas Krotine
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">66</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President, Chief Executive Officer and Director
</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">David W. Morgan
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">48</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Chief Financial
Officer and Treasurer</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Adam S. Tracy
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">29</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, General Counsel and Secretary</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Kevin Stolz
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">44</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Controller and Chief Accounting Officer
</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Sally J.W. Ramsey
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">54</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director of Research and
Development and New Product Development</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Robert W. Liebig
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">57</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Richard D. Stromback. </I></B>From November&nbsp;2003 to the present, Mr.&nbsp;Stromback served as a director
of the Ecology-CA. Mr.&nbsp;Stromback purchased a controlling interest in the Ecology-CA in December
2003. From November&nbsp;2004 to November&nbsp;1, 2006, Mr.&nbsp;Stromback served as President, Secretary and
Chief Executive Officer of Ecology-CA. From March&nbsp;2004 to the present, Mr.&nbsp;Stromback has served as
Chairman of the Board of Directors of the Ecology-CA. Effective as of the Closing, Mr.&nbsp;Stromback
was elected a director of the Company. From 1997 to 2003, Mr.&nbsp;Stromback was the CEO of Web Group,
a privately-held IT staffing firm founded by Mr.&nbsp;Stromback in 1997. Mr.&nbsp;Stromback holds a B.A.
from Brandon University in Canada.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>F.&nbsp;Thomas Krotine. </I></B>From November&nbsp;2006 to the present, Mr.&nbsp;Krotine was the President and Chief
Executive Officer of Ecology-CA. Effective as of the Closing, Mr.&nbsp;Krotine was elected a director
of the Company and appointed President and Chief Executive Officer of the Company. Mr.&nbsp;Krotine is
an industry veteran with over thirty-five years of coatings industry experience. From 1996 to
2001, Mr.&nbsp;Krotine served as Chairman of CV Materials, a privately-held a supplier of porcelain
enamel materials and coatings. Prior to his role at CV Materials, from 1992 to 1996 Mr.&nbsp;Krotine
was the Manager of TK Holdings, a private company which he formed to acquire equity holdings in
small to medium-sized manufacturing companies. From 1990 to 1992, Mr.&nbsp;Krotine served as a Vice
President at Valspar, a publicly-held coatings company, where he managed Valspar&#146;s North American
powder coating business. From 1980 to 1990, Mr.&nbsp;Krotine also served as Senior Vice President at
Sherwin-Williams Company, a publicly-held paint and coatings concern, where he was responsible for
technology management and corporate environmental and health compliance. Mr.&nbsp;Krotine holds a B.A.,
an M.S. and a Ph.D. in Metallurgy and Materials Science from Case Western Reserve University in
Cleveland, Ohio.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->28<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Sally Judith Weine Ramsey. </I></B>Ms.&nbsp;Ramsey is a founder of Ecology. From 1990 to the present, Ms.
Ramsey served as Vice President of Ecology-CA and from 1990 to November&nbsp;2006 served as Secretary
and Assistant Secretary. From 1990 to November&nbsp;2003, she served as a director of Ecology-CA. As
of the Closing, Ms.&nbsp;Ramsey was appointed Director of Research and Development and New Product
Development of the Company. Ms.&nbsp;Ramsey founded Ecology-CA and began her research in coatings in
1990. Ms.&nbsp;Ramsey is a graduate of the Bronx School of Science and holds a B.S. in Chemistry with
honors from Hiram College.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Adam S. Tracy. </I></B>From November&nbsp;2006 to the present, Mr.&nbsp;Tracy was the Vice President and
Secretary of Ecology-CA. Mr.&nbsp;Tracy became the Vice President, General Counsel and Secretary as of
the Closing. Before joining Ecology, Mr.&nbsp;Tracy practiced law at a private law firm from 2005 to
2006 and was employed by British Petroleum, a major international petrochemicals concern from 2000
to 20003, in its risk management division. Mr.&nbsp;Tracy holds two B.A. degrees from the University of
Notre Dame and a J.D. and an M.B.A. from DePaul University.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Robert W. Liebig. </I></B>From March&nbsp;2007 to the present, Mr.&nbsp;Liebig served as a director of
Ecology-CA. Effective as of the Closing, Mr.&nbsp;Liebig became a Director of the Company. From 1996
to the present, Mr.&nbsp;Liebig has been the President of Irish Financial Group, Inc. a private company
which provides financial advisory services to real estate developers, financial institutions,
mortgage bankers and new businesses. From 1987 to 1996, Mr.&nbsp;Liebig was Senior Vice President of
the Multi-Family/Commercial Trading Desk at Lehman Brothers. From 1983 to 1987, Mr.&nbsp;Liebig was
Senior Vice President, Income Loan Division for the Chicago office of First Boston. Mr.&nbsp;Liebig
holds a B. A. from the University of Minnesota and a J.D. from the William Mitchell College of Law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>David W. Morgan. </I></B>From May&nbsp;2007 to the present, Mr.&nbsp;Morgan is the Chief Financial Officer of
Ecology-CA. As of the Closing, Mr.&nbsp;Morgan was appointed as the Chief Financial Officer of the
Company. Mr.&nbsp;Morgan has 26&nbsp;years of broad financial and operating experience in the
telecommunications and information technology services industries, including 13&nbsp;years of experience
as a Director, Vice President and CFO. Since May&nbsp;2006, Mr.&nbsp;Morgan served as the President and
Chief Executive Officer of D. W. Morgan &#038; Company LLC a private investor relations consulting
practice in Bloomfield Hills, Michigan. From 2002 to 2006, Mr.&nbsp;Morgan was Vice President &#150; Finance
&#038; Business Development, Chief Financial Officer and Treasurer of Techteam Global, Inc., a
publicly-held provider of information technology and business process outsourcing support services.
From 2001 to 2002, Mr.&nbsp;Morgan was the Vice President, Chief Financial Officer, Treasurer and
Secretary of Entivity, Inc., a privately-held visualization and control software company. From
1998 to 2001, Mr.&nbsp;Morgan was the Vice President, Chief Financial Officer and Treasurer of Clover
Technologies, Inc., a privately-held international data, video and structured cabling systems
integration company. Mr.&nbsp;Morgan holds a B.A. from the University of Michigan, Ann Arbor.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Kevin Stolz. </I></B>From February&nbsp;2007 to May&nbsp;2007, Mr.&nbsp;Stolz has served as the Chief Financial
Officer of Ecology-CA and from May&nbsp;2007 to present as Chief Accounting Officer of Ecology-CA. As
of the Closing, Mr.&nbsp;Stolz was appointed the Chief Accounting Officer of the Company. Since 1999,
Mr.&nbsp;Stolz has been the principal of Kevin Stolz and Associates, Ltd., a Troy, Michigan-based
management consulting firm specializing in providing financial and
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->29<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">operations consulting services. From 1985 to 1987 , Mr.&nbsp;Stolz worked as an auditor at Coopers
&#038; Lybrand, a public accounting firm, and from 1988 to 1992 he worked in commercial lending at JP
Morgan/Chase. From 1997 to 1999, Mr.&nbsp;Stolz was the Vice President of Manufacturing of Unique
Fabricating, Inc. a privately held Detroit automotive supplier; from 1996 to 1997, a Controller at
Broner Glove and Safety, Inc. a privately held wholesale distributor, and; from 1992 to 1995 the
Director of Operations for Virtual Services, Inc., a privately held computer services firm. Mr.
Stolz has an M.B.A. from the University of Notre Dame and a B.B.A. in Accounting from the
University of Portland.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None of the newly appointed officers and directors, nor any of their affiliates, currently
beneficially own any equity securities or rights to acquire any securities of the Company
except as otherwise described in this report, and no such persons have been involved in any
transaction with the Company or any of its directors, executive officers or affiliates that is
required to be disclosed pursuant to the rules and regulations of the Securities and Exchange
Commission (the &#147;SEC&#148;), other than with respect to the transactions that have been
described in this report or in any prior reports filed by the Company with the SEC. In connection
with the Merger, the Company has issued options to officers, directors, consultants and employees
pursuant to an option plan which was adopted by the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None of the newly appointed officers and directors have been convicted in a criminal
proceeding, excluding traffic violations or similar misdemeanors, nor have they been a party to any
judicial or administrative proceeding during the past five years, except for matters that were
dismissed without sanction or settlement, that resulted in a judgment, decree or final order
enjoining the person from future violations of, or prohibiting activities subject to, federal or
state securities laws, or a finding of any violation of federal or state securities laws.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Until further determination by the board, the full Board of Directors will undertake the
duties of the Audit Committee, Compensation Committee and Nominating Committee of the Board of
Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>6. EXECUTIVE COMPENSATION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The table below sets forth all cash compensation paid or proposed to be paid by the
Company to the chief executive officer and the most highly compensated executive officers, and key
employees for services rendered in all capacities to the Company during fiscal years ended
September&nbsp;30, 2006 and 2005.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->30<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B><I>Summary Compensation Table</I></B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 8pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="19%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Change in</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Pension</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Value and</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Non-Equity</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Nonqualified</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Incentive</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Deferred</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Stock</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Option</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Plan</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Compensation</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">All Other</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Year</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Salary</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Bonus</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Awards</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Awards</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Compensation</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Earnings</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Compensation</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Total</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Name (a)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">(b)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">($)(c)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">($)(d)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">($)(e)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">($) f)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">($)(g)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">($)(h)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">($)(i)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">($)(j)</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Richard D. Stromback (1)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2006</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">120,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">120,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2005</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Sally J.W.
Ramsey (2)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2006</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">62,142</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">15,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">77,142</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2005</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">47,104</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">47,104</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Mr.&nbsp;Stromback&#146;s salary commencing January&nbsp;1, 2007 is $320,000.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Ms.&nbsp;Ramsey and the Company entered into an employment agreement on January&nbsp;1, 2007. Pursuant
to such employment contract, she will receive a salary of $180,000 for the calendar year 2007,
a salary of $200,000 for the calendar years 2008 through 2011, and a salary of $220,000 for
calendar year 2012. Ms.&nbsp;Ramsey was awarded options to purchase 450,000 shares of common stock
which vest over five years.</TD>
</TR>

</TABLE>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Compensation Policy</I></B>. Our Company&#146;s executive compensation plan is based on attracting
and retaining qualified professionals who possess the skills and leadership necessary to enable our
Company to achieve earnings and profitability growth to satisfy our stockholders. We must,
therefore, create incentives for these executives to achieve both Company and individual
performance objectives through the use of performance-based compensation programs.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No one component is considered by itself, but all forms of the compensation package are
considered in total. Wherever possible, objective measurements will be utilized to quantify
performance, but many subjective factors still come into play when determining performance.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Compensation Components</I></B>. With the Company still in its early stages of commencing revenue
operations, the main elements of our compensation package consist of base salary, stock options,
and bonus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Base Salary</I></B>. The base salary for each executive officer is reviewed and compared to the prior
year, with considerations given for increase. As we continue to grow and financial conditions
continue to improve, these base salaries will be reviewed for possible adjustments.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Base salary adjustments will be based on both individual and Company performance and will
include both objective and subjective criteria specific to each executive&#146;s role and responsibility
with the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Stock Option</I></B>. Stock option awards were determined by the Board of Directors based on numerous
factors, some of which include responsibilities incumbent with the role of each executive to the
Company, tenure with the Company, as well as Company performance. The
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->31<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">vesting period of said options is also tied, in some instances, to Company performance
directly related to certain executive&#146;s responsibilities with the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Bonuses</I></B>. To date, bonuses have been granted on a limited basis, with these bonuses related to
meeting certain performance criteria that are directly related to areas within the executive&#146;s
responsibilities with the Company, such as new product development. As the Company continues to
grow, more defined bonus programs will be created to attract and retain our employees at all
levels.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Other</I></B>. At this time, the Company has no profit sharing plan in place for employees. However,
this is another area of consideration to add such a plan to provide yet another level of
compensation to the compensation package.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mr.&nbsp;Stromback earned a base salary of $100,000 during 2006 and he did not receive a bonus.
These earnings only bring his total to $100,000 for 2006. During 2005, Mr.&nbsp;Stromback was not paid
a base salary for the year.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Ms.&nbsp;Ramsey earned a base salary of $62,142 during 2006 along with a bonus of $15,000 for
performance criteria she met during the year. These earnings bring her total to $77,142 for 2006.
During 2005, Ms.&nbsp;Ramsey was paid a base salary of $47,104 for the year.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Outstanding Equity Awards at Fiscal Year-End</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company did not issue any options or stock awards to any of its officers, directors or
employees in 2006 and 2005.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mr.&nbsp;Stromback received no options in 2006 and 2005. Under the 2007 Stock Option and
Restricted Stock Plan, Mr.&nbsp;Stromback received 10,000 options, all of which will vest on March&nbsp;1,
2008. All of these options have an exercise price of $2.00 each and have a 10-year expiration
period from the date of issuance.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Ms.&nbsp;Ramsey received no options in 2006 and 2005. Under the 2007 Stock Option and Restricted
Stock Plan, Ms.&nbsp;Ramsey received 450,000 options, 150,000 options will vest on January&nbsp;1, 2010,
150,000 options will vest on January&nbsp;1, 2011, and the last 150,000 options will vest on January&nbsp;1,
2012. All of these options have an exercise price of $2.00 each and have a 10-year expiration
period from the date of issuance.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Stock Option Plans</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our board of directors adopted the 2007 Stock Option and Restricted Stock Plan (the &#147;2007
Plan&#148;) on May&nbsp;9, 2007 and the shareholders approved the Plan on June 4, 2007. The 2007 Plan
authorizes us to issue up to 4,500,000 shares of our common stock for issuance upon exercise of
options and grant of restricted stock awards. In connection with the Merger and to replace options
granted to individuals under Ecology-CA&#146;s 2007 Stock Option and Restricted Stock Plan, the Company
issued 1,452,500 options under the Plan to our directors, officers and employees, 1,427,500 of
which are subject to vesting provisions.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->32<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan authorizes us to grant (i)&nbsp;to the key employees incentive stock options to purchase
shares of common stock and non-qualified stock options to purchase shares of common stock and
restricted stock awards and (ii)&nbsp;to non-employee directors and consultants non-qualified stock
options and restricted stock. Our Compensation Committee will administer the Plans by making
recommendations to the board or determinations regarding the persons to whom options or restricted
stock should be granted and the amount, terms, conditions and restrictions of the awards.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan allows for the grant of incentive stock options, non-qualified stock options and
restricted stock awards. Incentive stock options granted under the Plan must have an exercise price
at least equal to one hundred percent (100%) of the fair market value of the common stock as of the
date of grant. Incentive stock options granted to any person who owns, immediately after the
grant, stock possessing more than ten percent (10%) of the combined voting power of all classes of
our stock, or of any parent or subsidiary corporation, must have an exercise price at least equal
to one hundred ten percent (110%) of the fair market value of the common stock on the date of
grant. Non-statutory stock options may have exercise prices as determined by our Compensation
Committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Compensation Committee is also authorized to grant restricted stock awards under the Plan.
A restricted stock award is a grant of shares of the common stock that is subject to restrictions
on transferability, risk of forfeiture and other restrictions and that may be forfeited in the
event of certain terminations of employment or service prior to the end of a restricted period
specified by the Compensation Committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Compensation of Directors</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The non-employee directors received no cash compensation and were reimbursed for their
out-of-pocket costs in attending the meetings of the board of directors for 2006 and 2005.
Beginning in 2007, non-employee members of our Board of Directors will receive compensation of
25,000 options per year for their services as Board members. The non-employee directors are
reimbursed for their out-of-pocket costs in attending the meetings of the Board of Directors. In
2007, the Robert W. Liebig, a non-employee director, received 75,000 options for agreeing to serve
on the board in 2007, including on the Audit and Compensation Committees, when they are formed, and
25,000 options for one year of service on the Board. Our non-employee Directors, who are neither
employees nor our affiliates, receive 25,000 options upon their appointment as Directors. The
options are exercisable at the price our common stock is trading at on the day of the grant of such
options.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No fees were paid to the Board members, Mr.&nbsp;Richard Stromback, Mr.&nbsp;Douglas Stromback and Ms.
Deanna Stromback, for serving on the Board during 2006 and 2005. All compensation Mr.&nbsp;Richard
Stromback received in these years is noted in the above Executive Compensation table.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Beginning in 2007, outside Board members will receive compensation of 25,000 options for
agreeing to serve as a director of the Company for one year. Mr.&nbsp;Robert W. Liebig received a one
time grant of 75,000 options for agreeing to serve as a member of the Board in 2007, but no
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->33<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">other non-employee director will receive more than the aforementioned 25,000 options per year
for service as a non-employee director.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Employment Contracts; Termination of Employment and Change-in-Control Arrangements</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We currently have employment agreements with Mr.&nbsp;Krotine, Mr.&nbsp;Tracy, Mr.&nbsp;Morgan, Mr.&nbsp;Stolz and
Ms.&nbsp;Ramsey.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>F.&nbsp;Thomas Krotine</I></B><I>. </I>Mr.&nbsp;Krotine serves as the President and Chief Executive Officer of Ecology
pursuant to an agreement with the Company effective November&nbsp;1, 2006. Under the terms of the
agreement, he also serves as a member of the Board of Directors. In each capacity, Mr.&nbsp;Krotine
reports to the Chairman of the Board of Directors, Richard D. Stromback.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Adam S. Tracy</I></B>. Mr.&nbsp;Tracy serves as the Vice President, General Counsel and Secretary of
Ecology Coatings, Inc. pursuant to an agreement with the Company effective November&nbsp;1, 2006 and
amended July&nbsp;1, 2007. Mr.&nbsp;Tracy reports to the Chief Executive Officer, Mr.&nbsp;Krotine.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>David W. Morgan. </I></B>Mr.&nbsp;Morgan serves as the Vice President, Chief Financial Officer, and
Treasurer of Ecology Coatings, Inc. pursuant to an agreement with the Company effective May&nbsp;21,
2007. He reports to the Chief Executive Officer, Mr.&nbsp;Krotine.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Kevin Stolz</I></B>. Mr.&nbsp;Stolz serves as Controller and Chief Accounting Officer under an agreement
with the Company effective February&nbsp;1, 2007. He reports to the Chief Financial Officer, Mr.
Morgan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Sally J.W. Ramsey</I></B><I>. </I>Ms.&nbsp;Ramsey serves as the Director of Research and Development and New
Product Development. Her employment agreement is for a term of five years from January&nbsp;1, 2007
through January&nbsp;1, 2012. Her salary for the first year is $180,000, then $200,000 for years two
through four, and finally $220,000 for year five. If Ms.&nbsp;Ramsey&#146;s employment is terminated without
cause or for &#147;Good Reason,&#148; as defined below in this section, she is entitled to the amount of
salary that would have been paid over the balance of the term of the agreement and will receive it
over such period.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The terms of the employment agreements with each of Messrs.&nbsp;Krotine and Morgan is two years,
and with Mr.&nbsp;Stolz is one year. Mr.&nbsp;Tracy&#146;s agreement expires on November&nbsp;1, 2009. Each agreement
is renewable for one year at the Company&#146;s option unless either party gives written notice to the
other party that it does not wish to extend the agreement. If the executive dies prior to the
completion of the term, the agreement will automatically terminate. Upon executive&#146;s death, the
Company&#146;s obligations under the agreement terminate other than for: (i)&nbsp;payment of any death
benefit compensation under other contracts; (ii)&nbsp;payment of the amounts due under the term life
insurance policy; (iii)&nbsp;full vesting and non-forfeiture of stock options granted to the executive,
and (iv)&nbsp;the timely payment or provision of other benefits. If the Company determines that the
executive has become disabled, the agreement shall terminate 30&nbsp;days after executive&#146;s receipt of
written notice. Upon termination for disability, the Company&#146;s obligations under the agreement
terminate other than for: (i)&nbsp;salary payments through the termination date; (ii)&nbsp;accrued bonus
through the termination date; (iii)&nbsp;payment of pension, 401(k), and Other Disability Benefits; (iv)
full vesting and non-forfeiture of stock options; and (v)&nbsp;the receipt of fully-paid welfare-benefit
plans.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->34<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The agreements may be terminated prior to the end of the term by: (i)&nbsp;the Company for &#147;Cause,&#148;
as defined therein; (ii)&nbsp;the executive for &#147;Good Reason&#148;; or (iii)&nbsp;30&nbsp;days written notice given to
the other party for any reason except Death or Disability. &#147;Cause&#148; is defined as, among other
things, a willful and substantial failure to fulfill the duties as required under the agreement. If
the Company terminates the agreement for Cause, the Company shall be relieved of all further
obligations thereunder other than the obligation to pay the executive: (i)&nbsp;his salary through date
of termination; (ii)&nbsp;any deferred compensation due the executive; and (iii)&nbsp;any other benefits to
the extent unpaid.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Good Reason&#148; is defined as, among other things, the failure of the Company to substantially
comply with its requirements under the agreement. If the executive terminates the agreement for
Good Reason, the Company shall pay the executive: (i)&nbsp;his annual salary that would have been
payable over the balance of the term of the agreement, provided that Company will pay such amount
to the executive over the period that the compensation would have been due had the termination not
occurred; (ii)&nbsp;any declared and accrued, but as of then unpaid, bonus or stock options grant, all
of which shall be deemed immediately vested; (iii)&nbsp;any accrued vacation pay; (iv)&nbsp;any amounts
payable pursuant to the Company&#146;s benefit plans. If the executive terminates his employment other
than for Good Reason, the Company&#146;s obligations shall terminate other than for: (i)&nbsp;his salary
through date of termination; (ii)&nbsp;any deferred compensation due the executive; and (iii)&nbsp;any other
benefits to the extent unpaid.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon a &#147;Change in Control,&#148; generally defined as a majority change in Company ownership or
Board membership, if the executive terminates the agreement for Good Reason or if the Company
terminates for other than Cause within one year of the Change in Control, the Company shall: (i)
pay his annual salary that would be payable for a 24-month period, provided that it will pay such
amount to the executive over the period that the compensation would have been due had the
termination not occurred; (ii)&nbsp;any declared and accrued, but as of then unpaid, bonus or stock
options grant, all of which shall be deemed immediately vested.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If Mr.&nbsp;Krotine&#146;s employment under his agreement is terminated for any reason, he must resign
as a member of the Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On November&nbsp;13, 2003, Ecology-CA entered into a promissory note with Richard D. Stromback,
Chairman of Ecology-CA, under which it borrowed a total of $96,000. At March&nbsp;31, 2007, the
outstanding principal balance of this note was $0 and accrued interest totaled $2,584. He
converted $66,000 principal amount of the note into 7,200,000 shares of common stock on December
31, 2005.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On December&nbsp;15, 2003, Ecology-CA entered into a promissory note with Deanna Stromback, the
sister of Richard D. Stromback and a former director of Ecology-CA, under which it borrowed a total
of $173,030. At March&nbsp;31, 2007, the outstanding principal balance of this note was $110,500 plus
accrued interest of $1,488. She converted $27,500 of the principal amount of the note into
3,000,000 shares of common stock on March&nbsp;1, 2005. The note bears interest at the rate of 4% per
annum and is due and payable on December&nbsp;31, 2007.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->35<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On August&nbsp;10, 2004, Ecology-CA entered into a promissory note with Douglas Stromback, the
brother of Richard D. Stromback and Deanna Stromback and a former director of Ecology-CA, under
which it borrowed a total of $200,000. At March&nbsp;31, 2007 the outstanding principal balance of this
note was $133,000 plus accrued interest of $1,797. He converted $27,500 principal amount into
3,000,000 shares of common stock on March&nbsp;1, 2005. The note bears interest at the rate of 4% per
annum and is due and payable on December&nbsp;31, 2007.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company entered into a consulting agreement with DMG Advisors, LLC, a Nevada limited
liability company (&#147;Consulting Agreement&#148;) upon the Closing of the Merger. The principal
shareholders of OCIS, Jeff W. Holmes and R. Kirk Blosch (&#147;OCIS Principal Shareholders&#148;) are the
principals of DMG Advisors. Under the terms of the Consulting Agreement, DMG Advisors will provide
the following consulting services: (i)&nbsp;advise the Company regarding its investor relations program
and initiatives; (ii)&nbsp;facilitate conferences between the Company and members of the business and
financial community; (iii)&nbsp;review and analyze the public securities market for the Company&#146;s
securities; and (iv)&nbsp;introduce the Company to broker-dealers and institutions, as appropriate. The
term of the Consulting Agreement is eighteen months. The Company will pay DMG Advisors five
hundred thousand dollars ($500,000) for the consulting services to be rendered under Consulting
Agreement, with a payment of two hundred thousand dollars ($200,000) upon execution of the
Consulting Agreement and the balance in equal installments on the first day of each succeeding
calendar month until paid in full.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under the terms of the Merger Agreement, the Company and the OCIS Principal Shareholders
entered into a Registration Rights Agreement. Under the terms of the Registration Rights
Agreement, the OCIS Principal Shareholders have the right to cause the Company to include the
Ecology-CA Shares held by the OCIS Principal Shareholders in any registration statement the Company
files for resale under the Securities Act of 1933 (the &#147;Act&#148;) during the period beginning on the
effective date of the Merger Agreement through the second anniversary of the termination of the
Capital Raise. The Company will keep any such registration statement filed under Registration
Rights Agreement continuously effective for one (1)&nbsp;year following the effective date of the
registration.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>8. DESCRIPTION OF SECURITIES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>DESCRIPTION OF OCIS&#146; SECURITIES</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The restated articles of incorporation of the Company authorize it to issue 100,000,000 shares
of capital stock, par value $0.001 per share with 90,000,000 shares of common stock, par value
$0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Common Stock</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The holders of Common Stock are entitled to one vote per share on each matter submitted to a
vote at any meeting of shareholders. Shares of Common Stock do not carry cumulative voting rights
and, therefore, a majority of the shares of outstanding Common Stock will be able to elect the
entire board of directors and, if they do so, minority shareholders would not be able to elect any
persons to the board of directors. The Company&#146;s bylaws provide that a majority of the issued and
outstanding shares of the Company constitutes a quorum for shareholders&#146;
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->36<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">meetings, except with respect to certain matters for which a greater percentage quorum is
required by statute or the bylaws.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shareholders of the Company have no preemptive rights to acquire additional shares of Common
Stock or other securities. The Common Stock is not subject to redemption and carries no
subscription or conversion rights. In the event of liquidation of the Company, the shares of
Common Stock are entitled to share equally in corporate assets after satisfaction of all
liabilities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Holders of Common Stock are entitled to receive such dividends, as the board of directors may
from time to time declare out of funds legally available for the payment of dividends. The Company
seeks growth and expansion of its business through the reinvestment of profits, if any, and does
not anticipate that it will pay dividends in the foreseeable future.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Preferred Stock</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shares of Preferred Stock may be issued in one or more series or classes, with each series or
class having the rights and privileges respecting voting rights, preferences as to dividends and
liquidation, conversion rights, and other rights of such series as determined by the board of
directors at the time of issuance. There are several possible uses for shares of Preferred Stock,
including expediting financing and minimizing the impact of a hostile takeover attempt.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Authority to Issue Stock</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The board of directors has the authority to issue the authorized but unissued shares of Common
Stock without action by the shareholders. The issuance of such shares would reduce the percentage
ownership held by current shareholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>DESCRIPTION OF ECOLOGY-CA&#146;S SECURITIES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Ecology-CA is authorized to issue up to 50,000,000 shares of common stock, no par value per
share. Prior to the Closing, approximately 32,131,000 shares of Ecology-CA&#146;s common stock were
issued and outstanding, fully paid, and non-assessable. All of these shares were exchanged for
restricted common stock of OCIS in the Merger.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>MARKET FOR COMMON EQUITY OF OCIS AND RELATED STOCKHOLDER MATTERS</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The common stock of OCIS is quoted on the National Association of Securities Dealers
Electronic Bulletin Board under the symbol &#147;OCIC.&#148; Set forth below are the high and low bid prices
for the common stock of OCIS since it began trading in November&nbsp;2004, for the respective quarters.
Although the common stock of OCIS is quoted on the Electronic Bulletin Board, it has traded
sporadically with no real volume. Consequently, the information provided below may not be
indicative of the common stock price of OCIS under different conditions.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->37<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="76%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Quarter Ended</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">High Bid</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Low Bid</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">December&nbsp;2004</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.40</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.40</TD>
    <TD>&nbsp;</TD>
</TR>
<TR><TD style="font-size: 10pt">&nbsp;</TD></TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">March&nbsp;2005</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.60</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.60</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">June&nbsp;2005</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.55</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.55</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">September&nbsp;2005</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.50</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.50</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">December&nbsp;2005</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1.51</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1.51</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">March&nbsp;2006</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1.20</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1.20</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">June&nbsp;2006</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1.25</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1.25</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">September&nbsp;2006</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1.25</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1.25</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">December&nbsp;2006</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">3.50</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2.50</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">March&nbsp;2007</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">3.40</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">3.40</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">June&nbsp;2007</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">3.35</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">3.00</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All prices listed herein reflect inter-dealer prices, without retail mark-up, mark-down or
commissions and may not represent actual transactions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Since its inception, OCIS has not paid any dividends on its common stock, and the OCIS does
not anticipate that it will pay dividends in the foreseeable future. At April&nbsp;30, 2007, OCIS had
approximately 46 shareholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>MARKET FOR COMMON EQUITY OF ECOLOGY-CA AND RELATED STOCKHOLDER MATTERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Currently, there is no public trading market for Ecology-CA&#146;s common stock. Ecology-CA has
never paid dividends on its common stock and it has no plans to pay dividends in the future.
Ecology-CA intends to retain any future earnings for use in our
business. At July 25, 2007,
Ecology-CA had 74 shareholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>10. LEGAL PROCEEDINGS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company is not currently involved in any legal proceedings that require disclosure in
this Current Report on Form 8-K.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>11. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
or about July&nbsp;26, 2007, the Company dismissed Child, Van Wagoner &#038; Bradshaw, PLLC, as the
Company&#146;s principal accountants. The decision to change principal accountants was approved by the
Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None of the reports of Child, Van Wagoner &#038; Bradshaw, PLLC, on the Company&#146;s financial
statements for either of the past two years or subsequent interim period contained an adverse
opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or
accounting principles.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->38<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There were no disagreements between the Company and Child, Van Wagoner &#038; Bradshaw, PLLC, for
either of the past two years or subsequent interim period on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved
to the satisfaction of Child, Van Wagoner &#038; Bradshaw, PLLC, would have caused them to make
reference to the subject matter of the disagreement in connection with its report.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On July 26, 2007, the Company engaged Semple, Marchal &#038; Cooper, L.L.P. as successor to Child,
Van Wagoner &#038; Bradshaw, PLLC. Semple, Marchal &#038; Cooper, L.L.P. was Ecology-CA&#146;s principal
accountants for its fiscal year ending September&nbsp;30, 2005 and 2006. During the Company&#146;s two most
recent fiscal years or subsequent interim period, the Registrant has not consulted with the entity
of Semple, Marchal &#038; Cooper, L.L.P. regarding the application of accounting principles to a
specific transaction, either completed or proposed, or the type of audit opinion that might be
rendered on the Ecology-CA&#146;s financial statements, nor did the entity of Semple, Marchal &#038; Cooper,
L.L.P. provide advice to Ecology-CA, either written or oral, that was an important factor
considered by Ecology-CA in reaching a decision as to the accounting, auditing or financial
reporting issue. Further, during Ecology-CA&#146;s two most recent fiscal years or subsequent interim
period, the Company has not consulted the entity of Semple, Marchal &#038; Cooper, L.L.P. on any matter
that was the subject of a disagreement or a reportable event.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>11A. CONTROLS AND PROCEDURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Based on the evaluation of our &#147;disclosure controls and procedures&#148; (as defined in the
Securities Exchange Act of 1934 Rules&nbsp;13a-15(e) or 15d-15(e)) required by paragraph (b)&nbsp;of Rules
13a-15 or 15d-15, our chief executive officer and our chief financial officer have concluded that,
as of July 26, 2007, our disclosure controls and procedures were effective in ensuring that
information required to be disclosed by the Company in reports that it files under the Exchange Act
is recorded, processed, summarized and reported within the time periods required by governing rules
and forms.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;There have been no changes in our internal controls over financial reporting identified
in connection with the evaluation required by paragraph (d)&nbsp;of Exchange Act Rules&nbsp;13a-15 or 15d-15
that occurred during our last fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal controls over financial reporting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>12. RECENT SALES OF UNREGISTERED SECURITIES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>ISSUANCE OF SECURITIES BY ECOLOGY</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
a condition to the Merger, Ecology-CA raised $4,232,970 under the Capital Raise which
Ecology-CA made at $2.00 per share. This amount consisted of sales of shares for cash of
$2,483,500 and the conversion of debt and accrued interest of
$1,749,470. The Capital Raise
commenced on March&nbsp;21, 2007 and continued until July&nbsp;25, 2007. Ecology offered the shares in the
Private Placement through its officers and employees without payment of a commission or other
compensation. The shares were issued in reliance on the exemptions from registration set forth in
Section&nbsp;4(2) of the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Ecology-CA issued 186,250 shares of common stock to three consultants for past services rendered.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->39<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ISSUANCE OF SECURITIES BY OCIS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The issuance of the common stock of OCIS to the shareholders of Ecology-CA in the Merger was
exempt from registration under the Securities Act pursuant to Section&nbsp;4(2) thereof. The issuance
of shares of common stock to the Investors under the Private Placement was also exempt from
registration under the Securities Act pursuant to Section&nbsp;4(2). OCIS made this determination
based on the representations of the Ecology-CA shareholders and Investors which included, in
pertinent part, that such persons were &#147;accredited investors&#148; within the meaning of Rule&nbsp;501
of Regulation&nbsp;D promulgated under the Securities Act, that such persons were acquiring the common
stock, and the shares of the common stock of OCIS issued to them pursuant to the Merger, for
investment purposes for their own respective accounts and not as nominees or agents, and not with
a view to the resale or distribution thereof in violation of the Securities Act, and that each
person understood that the shares of the common stock of OCIS issued in the Merger, may not be
sold or otherwise disposed of without registration under the Securities Act or an applicable
exemption therefrom.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>13. INDEMNIFICATION OF DIRECTORS AND OFFICERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Private Corporations Law of the State of Nevada, under which the Company is organized upon
Closing of the Merger, permits the inclusion in the articles of incorporation of a provision
limiting or eliminating the potential monetary liability of directors to a corporation or its
stockholders by reason of their conduct as directors. The provision would not permit any limitation
on, or the elimination of, liability of a director for disloyalty to his or her corporation or its
stockholders, failing to act in good faith, engaging in intentional misconduct or a knowing
violation of the law, obtaining an improper personal benefit or paying a dividend or approving a
stock repurchase that was illegal under Nevada law. Accordingly, the provisions limiting or
eliminating the potential monetary liability of directors permitted by Nevada law apply only to the
&#147;duty of care&#148; of directors, i.e., to unintentional errors in their deliberations or judgments and
not to any form of &#147;bad faith&#148; conduct.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The articles of incorporation of the Company contain a provision which eliminates the personal
monetary liability of directors to the extent allowed under Nevada law. Accordingly, a stockholder
is able to prosecute an action against a director for monetary damages only if he or she can show a
breach of the duty of loyalty, a failure to act in good faith, intentional misconduct, a knowing
violation of law, an improper personal benefit or an illegal dividend or stock repurchase, as
referred to in the amendment, and not &#147;negligence&#148; or &#147;gross negligence&#148; in satisfying his or her
duty of care. Nevada law applies only to claims against a director arising out of his or her role
as a director and not, if he or she is also an officer, his or her role as an officer or in any
other capacity or to his or her responsibilities under any other law, such as the federal
securities laws.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the Company&#146;s articles of incorporation and bylaws provide that the Company will
indemnify our directors, officers, employees and other agents to the fullest extent permitted by
Nevada law. Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise. The Company has been advised that in the opinion of the SEC, such
indemnification is against public policy as expressed in the Securities Act and is,
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->40<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of our counsel the matter has
been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No pending litigation or proceeding involving a director, officer, employee or other agent of
the Company as to which indemnification is being sought exists, and the Company is not aware of any
pending or threatened material litigation that may result in claims for indemnification by any
director, officer, employee or other agent.
</DIV>
<!-- link1 "ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES" -->
<DIV align="left"><A NAME="001"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>CLOSING OF MERGER AGREEMENT</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At the Closing of the Merger, the Ecology-CA shareholders exchanged all of their capital stock
in Ecology-CA in exchange for 30,530,684 shares of post forward split shares of common stock of
OCIS. Following the Closing, Ecology-CA became a wholly-owned subsidiary of OCIS. At the Closing,
Ecology-CA shareholders owned 30,530,684 shares of the post forward split shares of the common
stock of OCIS. As a result of the Merger, Ecology-CA shareholders own approximately 95% of the
common stock of OCIS.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with the Merger, OCIS issued shares to Ecology-CA shareholders. See
&#147;Information Required Pursuant to Form 10-SB&#148; item 12 &#147;Recent Sales of Unregistered Securities.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The holders of common stock of OCIS are entitled to one vote per share on each matter
submitted to a vote at any meeting of shareholders. Shares of common stock of OCIS do not carry
cumulative voting rights and, therefore, a majority of the shares of outstanding common stock of
OCIS will be able to elect the entire board of directors and, if they do so, minority shareholders
would not be able to elect any persons to the board of directors. The Company&#146;s bylaws provide that
a majority of the issued and outstanding shares of OCIS constitutes a quorum for shareholders&#146;
meetings, except with respect to certain matters for which a greater percentage quorum is required
by statute or the bylaws.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shareholders of OCIS have no preemptive rights to acquire additional shares of common stock or
other securities. The Common Stock is not subject to redemption and carries no subscription or
conversion rights. In the event of liquidation of OCIS, the shares of Common Stock are entitled to
share equally in corporate assets after satisfaction of all liabilities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Holders of Common Stock are entitled to receive such dividends, as the board of directors may
from time to time declare out of funds legally available for the payment of dividends. The Company
seeks growth and expansion of its business through the reinvestment of profits, if any, and does
not anticipate that it will pay dividends in the foreseeable future.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->41<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 "ITEM 4.01 CHANGES IN REGISTRANT&#146;S CERTIFYING ACCOUNTANT" -->
<DIV align="left"><A NAME="002"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ITEM 4.01 CHANGES IN REGISTRANT&#146;S CERTIFYING ACCOUNTANT.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See &#147;Information Required Pursuant to Form 10-SB&#148; item 11 &#147;Changes In and Disagreements with
Accountants,&#148; which discussion is incorporated herein by reference.
</DIV>
<!-- link1 "ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT" -->
<DIV align="left"><A NAME="003"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Please see the discussion of &#147;Closing of Reverse Merger&#148; and &#147;Capital Raise&#148; in Item&nbsp;1.01,
which discussion is incorporated herein by reference.
</DIV>
<!-- link1 "ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS" -->
<DIV align="left"><A NAME="004"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF PRINCIPAL OFFICERS.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective as of the Closing of the Merger, R. Kirk Blosch resigned as President, Secretary,
Treasurer, Chief Executive Officer and Chief Financial and Accounting Officer, and Jeff W. Holmes
resigned as Vice President, and the following officers were appointed by the newly constituted
Board of Directors:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Name</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Age</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Position</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">F. Thomas Krotine
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">66</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President and Chief Executive Officer</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Adam S. Tracy
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">29</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, General Counsel and Secretary
</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">David W. Morgan
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">48</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Chief Financial Officer and Treasurer</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Kevin Stolz
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">44</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Controller and Chief Accounting Officer
</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Sally J.W. Ramsey
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">54</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director of Research and
Development and New Product Development</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->42<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective as of the Closing of the Merger, Mr.&nbsp;Krotine became the Chief Executive Officer and
President of the Company. See Mr.&nbsp;Krotine&#146;s biography in &#147;Information Required Pursuant to Form
10-SB&#148; item 5 &#147;Directors, Executive Officers, Promoters and Control Persons.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Also effective as of the Closing, Mr.&nbsp;Tracy became Vice President, General Counsel and
Secretary of the Company. See Mr.&nbsp;Tracy&#146;s biography in &#147;Information Required Pursuant to Form
10-SB&#148; item 5 &#147;Directors, Executive Officers, Promoters and Control Persons.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective as of the Closing, Mr.&nbsp;Morgan became Vice President, Chief Financial Officer, and
Treasurer of the Company. See Mr.&nbsp;Morgan&#146;s biography in &#147;Information Required Pursuant to Form
10-SB&#148; item 5 &#147;Directors, Executive Officers, Promoters and Control Persons.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective as of the Closing, Mr.&nbsp;Stolz became Controller and Chief Accounting Officer of the
Company. See Mr.&nbsp;Stolz&#146;s biography in &#147;Information Required Pursuant to Form 10-SB&#148; item 5
&#147;Directors, Executive Officers, Promoters and Control Persons.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Finally, effective as of Closing, Ms.&nbsp;Ramsey became Director of Research and Development and
New Product Development of the Company. See Ms.&nbsp;Ramsey&#146;s biography in &#147;Information Required
Pursuant to Form 10-SB&#148; item 5 &#147;Directors, Executive Officers, Promoters and Control Persons.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><I>Employment Agreements</I>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None of the newly appointed executive officers has entered into an employment agreement
with the Company. However, we contemplate entering into employment agreements with Mr.&nbsp;Krotine,
Mr.&nbsp;Tracy, Mr.&nbsp;Morgan, Mr.&nbsp;Stolz and Ms.&nbsp;Ramsey. For a description of the employment agreements
between Ecology-CA and Mr.&nbsp;Krotine, Mr.&nbsp;Tracy, Mr.&nbsp;Morgan, Mr.&nbsp;Stolz and Ms.&nbsp;Ramsey refer to
&#147;Information Required Pursuant to Form 10-SB&#148; item 5 &#147;Directors, Executive Officers, Promoters and
Control Persons.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective as of Closing, Brent W. Schlesinger, R. Kirk Blosch, and Jeff W. Holmes resigned as
directors of OCIS and Richard D. Stromback, F. Thomas Krotine and Robert W. Liebig were appointed
directors of the Company. See Item&nbsp;1.01 &#147;Completion of Acquisition or Disposition of Assets.&#148;
Please see the biographies of Mr.&nbsp;Stromback, Mr.&nbsp;Krotine and Mr.&nbsp;Liebig set forth above in
&#147;Information Required Pursuant to Form 10-SB&#148; item 5 &#147;Directors, Executive Officers, Promoters and
Control Persons.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None of the newly appointed officers and directors, nor any of their affiliates, currently
beneficially own any equity securities or rights to acquire any securities of the Company
except as otherwise described in this report, and no such persons have been involved in any
transaction with the Company or any of its directors, executive officers or affiliates that is
required to be disclosed pursuant to the rules and regulations of the Securities and Exchange
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->43<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Commission (the &#147;SEC&#148;), other than with respect to the transactions that have been
described in this report or in any prior reports filed by the Company with the SEC.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None of the newly appointed officers and directors have been convicted in a criminal
proceeding, excluding traffic violations or similar misdemeanors, nor have they been a party to
any judicial or administrative proceeding during the past five years, except for matters that
were dismissed without sanction or settlement, that resulted in a judgment, decree or final
order enjoining the person from future violations of, or prohibiting activities subject to,
federal or state securities laws, or a finding of any violation of federal or state securities
laws.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Until further determination by the board, the full Board of Directors will undertake the
duties of the Audit Committee, Compensation Committee and Nominating Committee of the Board of
Directors.
</DIV>
<!-- link1 "ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS" -->
<DIV align="left"><A NAME="005"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the Merger Agreement, OCIS amended its articles of incorporation to change its
name to &#147;Ecology Coatings, Inc.&#148; The amendment to the articles of incorporation and change of
name were approved by the Board of Directors of OCIS and by holders of a majority of the common
stock of OCIS. OCIS has filed an amendment to its articles of incorporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will account for the transactions contemplated by the Merger Agreement as a &#147;reverse
acquisition.&#148; Consequently, we will not file a transition report reflecting the change of
our fiscal year to that of Ecology-CA, given the fact that for accounting purposes, Ecology-CA is
deemed to be the &#147;accounting acquirer&#148; in the &#147;reverse acquisition.&#148;
</DIV>
<!-- link1 "ITEM 5.06 CHANGE IN SHELL COMPANY STATUS" -->
<DIV align="left"><A NAME="006"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ITEM 5.06 CHANGE IN SHELL COMPANY STATUS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Please see the discussion of &#147;Closing of Reverse Merger&#148; in Item&nbsp;1.01 above, which
discussion is incorporated herein by reference.
</DIV>
<!-- link1 "ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS" -->
<DIV align="left"><A NAME="007"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.</B>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 1%">(a)&nbsp;FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Audited Financial Statements of Ecology Coatings, Inc. as of September&nbsp;30, 2006 and 2005
and for the years then ended are filed as Exhibit&nbsp;99.2 to this current report and are incorporated
herein by reference.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Unaudited Financial Statements of Ecology Coatings, Inc. as of March&nbsp;31, 2007
and for the six months ended March&nbsp;31, 2007 and 2006 are filed as Exhibit&nbsp;99.3 to this current
report and are incorporated herein by reference. Pro Forma financial information is included in this exhibit.
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->44<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;EXHIBITS.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="89%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">2.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Agreement and Plan of Merger entered into effective as of April&nbsp;30,
2007, by and among OCIS Corp., a Nevada corporation, OCIS-EC, INC., a
Nevada corporation and a wholly-owned subsidiary of OCIS, Jeff W.
Holmes, R. Kirk Blosch and Brent W. Schlesinger and ECOLOGY COATINGS,
INC., a California corporation, and Richard D. Stromback, Deanna
Stromback and Douglas Stromback.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Articles of Incorporation of OCIS Corp. (1)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By-laws of OCIS Corp. (1)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Articles of Incorporation of Ecology Coatings,
Inc., a Nevada corporation *</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Specimen Stock Certificate of OCIS (1)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Common Stock Certificate of the Company *</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Promissory Note between Ecology Coatings, Inc., a California
corporation, and Richard D. Stromback, dated November&nbsp;13, 2003.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Promissory Note between Ecology Coatings, Inc., a California
corporation, and Deanna Stromback, dated December&nbsp;15, 2003.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Promissory Note between Ecology Coatings, Inc., a California
corporation, and Douglas Stromback, dated August&nbsp;10, 2004.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Lock-Up Agreement by and between Ecology Coatings, Inc., a California
corporation, and the principal shareholders of OCIS, Corp., a Nevada
corporation, dated as of April&nbsp;30, 2007.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Registration Rights Agreement by and between Ecology Coatings, Inc., a
Nevada corporation, and the shareholders of OCIS, Corp., a Nevada
corporation, dated as of April&nbsp;30, 2007.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consulting Agreement among Ecology Coatings, Inc., a Nevada corporation,
and DMG Advisors, LLC, a Nevada limited liability company dated July
26, 2007.*</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->45<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="89%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>
<TR><TD style="font-size: 10pt">&nbsp;</TD></TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.7
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Employment Agreement between Ecology Coatings, Inc., a California corporation and F. Thomas Krotine dated October&nbsp;30, 2006.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.8
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Employment Agreement between Ecology Coatings, Inc., a California corporation and Adam S. Tracy dated November&nbsp;1, 2006.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.9
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Employment Agreement between Ecology Coatings, Inc., a California corporation and Kevin Stolz dated February&nbsp;1, 2007.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.10
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Employment Agreement between Ecology Coatings, Inc., a California corporation and David W. Morgan dated May&nbsp;21, 2007.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.11
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Employment Agreement between Ecology Coatings, Inc., a California corporation and Timothy J. Tanner dated June&nbsp;1, 2007.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.12
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">First Amendment to the Employment Agreement between Ecology Coatings, Inc., a California corporation and Adam S. Tracy dated July
1, 2007.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.13
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Employment Agreement between Ecology Coatings, Inc., a California corporation and Sally J.W. Ramsey dated January&nbsp;1, 2007.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.14
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">License Agreement with E.I. Du Pont De Nemours and Ecology Coatings, Inc., a California corporation, dated
November&nbsp;8, 2004.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.15
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">License Agreement between Ecology Coatings, Inc., a California corporation and Red Spot Paint &#038; Varnish Co., Inc., dated May&nbsp;6,
2005.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.16
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Lease for office space located at 35980 Woodward Avenue, Suite&nbsp;200,
Bloomfield Hills, Michigan 48304.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.17
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Lease for laboratory space located at 1238 Brittain Road, Akron, Ohio
44310.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.18
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">2007 Stock Option and Restricted Stock Plan.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.19
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Stock Option Agreement.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.20
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Subscription Agreement between Ecology Coatings, Inc., a California corporation and the Investor to
be identified therein.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.21
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consulting Agreement by and between Ecology Coatings, Inc., a California
corporation, and MDL Consulting Group, LLC, a Michigan limited liability
company dated April&nbsp;10, 2006.*</TD>
</TR>
<TR><TD style="font-size: 10pt">&nbsp;</TD></TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.22
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consulting Agreement by and between Ecology Coatings, Inc. , a
California corporation, and MDL Consulting Group, LLC, a Michigan
limited liability company dated July&nbsp;1, 2006.*</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->46<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="89%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.23
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Antenna Group Client Services Agreement by and between Ecology Coatings,
Inc., a California corporation and Antenna Group, Inc. dated March&nbsp;1, 2004, as amended effective as of July
6, 2007.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.24
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consulting Agreement by and between
Ecology Coatings, Inc., a California corporation and Kissinger
McLarty Associates, dated July&nbsp;15, 2006, as amended. *</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.25
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Business Advisory Board Agreement by and between Ecology Coatings, Inc.,
a California corporation, and The Rationale Group, LLC, a Michigan
limited liability corporation, dated June&nbsp;1,
2007. *</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.26
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consulting Agreement by and between Ecology Coatings, Inc., a California
corporation, and Trimax, LLC, a Michigan limited liability company dated
June&nbsp;26, 2007.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">16.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Letter from Child, Sullivan &#038; Company dated January&nbsp;4, 2006 regarding
change in certifying accountants. (1)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">21.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">List of subsidiaries of the Company*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Press Release dated July 30, 2007*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Audited Financial Statements of Ecology Coatings, Inc. as of September
30, 2005 and 2006.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Unaudited Financial Statements of Ecology Coatings, Inc. as of March&nbsp;31,
2007 and 2006.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Filed herewith.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Incorporated by reference from OCIS&#146; registration statement on Form SB-2 filed
with the Commission, SEC file no. 333-91436.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt"><!-- Folio -->47<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">





<!-- link1 "SIGNATURES " -->
<DIV align="left"><A NAME="008"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In accordance with the requirements of the Securities Exchange Act of 1934, Ecology Coatings,
Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Date:
July 26, 2007
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="38%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">ECOLOGY COATINGS, INC.,</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">a Nevada corporation</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ F. Thomas Krotine
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Name: F. Thomas Krotine
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title: President &#038; Chief Executive Officer</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->48<!-- /Folio -->
</DIV>

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>2
<FILENAME>k16632exv2w1.txt
<DESCRIPTION>AGREEMENT AND PLAN OF MERGER
<TEXT>
<PAGE>

                                                                     Exhibit 2.1

                          AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER ("Agreement"), is entered into effective
as of April 30, 2007, by and among OCIS CORP., a Nevada corporation ("OCIS"),
OCIS-EC, INC., a Nevada corporation and a wholly-owned subsidiary of OCIS (the
"OCIS Subsidiary"), JEFF W. HOLMES, R. KIRK BLOSCH and BRENT W. SCHLESINGER (the
"OCIS Principal Shareholders") and ECOLOGY COATINGS, INC., a California
corporation (the "Company"), and the shareholders listed in Exhibit A, who are
the holders of at least a majority in interest of the issued and outstanding
capital stock of the Company (the "Shareholders").

     WHEREAS, OCIS, through the OCIS Subsidiary, desires to acquire all of the
shares of the capital stock of the Company (the "Company Shares") owned by the
Shareholders on the terms and conditions set forth in this Agreement;

     WHEREAS, the parties intend to effectuate the aforementioned acquisition of
Company Shares by merging the OCIS Subsidiary with and into the Company (the
"Merger") pursuant to the terms and conditions set forth in this Agreement with
the Company being the surviving corporation (the "Surviving Corporation") in the
Merger; and

     WHEREAS, the Company and the Shareholders each deem it advisable and in
their best interests to effect the Merger contemplated by this Agreement.

     In consideration of the mutual covenants contained herein, OCIS, OCIS
Subsidiary, the Company and the Shareholders hereby agree as follows:

                                    ARTICLE 1

                               TERMS OF THE MERGER

     1.1 MERGER. At the Effective Time (as hereinafter defined), upon the terms
and subject to the conditions of this Agreement, the OCIS Subsidiary shall merge
with and into the Company (the "Merger") in accordance with the Nevada Statutes
(the "Nevada Act") and the California Corporations Code ("California Act"). At
the Effective Time, the separate existence of the OCIS Subsidiary shall cease
and the Company shall be the surviving corporation in the Merger (the "Surviving
Corporation"). The parties shall execute Articles of Merger ("Articles of
Merger") and such other documents necessary to comply in all respects with the
requirements of the Nevada Act, the California Act and with the provisions of
this Agreement.

     1.2 EFFECTIVE TIME. Subject to the terms and conditions of this Agreement,
the Merger shall become effective at the time of the filing of the Articles of
Merger with the Secretary of State of Nevada and the Secretary of State of
California in accordance with the applicable provisions of the Nevada Act, the
California Act or at such later time as may be specified in the Articles of
Merger. The time when the Merger shall become effective is herein referred to as
the "Effective Time," and the date on which the Effective Time occurs is herein
referred to as the "Closing Date." The closing of the Merger (the "Closing") and
the filing of the Articles of Merger shall occur as soon as practicable after:


                                      -1-

<PAGE>

          1.2.1 Execution of this Agreement;

          1.2.2 Satisfactory completion by each party hereto of the due
diligence investigation of each such other party to this Agreement;

          1.2.3 Satisfaction of all conditions to closing set forth in Article
4, "Conditions Precedent to Obligations of OCIS and OCIS Subsidiary," and
Article 5, "Conditions Precedent to the Obligations of the Company and the
Shareholders"; and

          1.2.4 Receipt by OCIS of any required approvals under the Nevada Act,
the California Act and any other applicable corporate law and any other required
regulatory approvals.

     1.3 CLOSING. The Closing Date shall be no later than June 15, 2007. Any
extension of the Closing Date may be made only with the written consent of OCIS,
the Company and the Shareholders. The Company has a standstill deposit of
$100,000 with OCIS as of the date of this Agreement. If the Closing has not
occurred by June 15, 2007, unless extended as provided in this Section 1.3, this
Agreement shall terminate and OCIS shall keep all standstill deposits.

     1.4 MERGER CONSIDERATION; CONVERSION OF SHARES. The total consideration to
be paid to the Shareholders in connection with the Merger (the "Total Merger
Consideration") shall be issuance of up to 31,800,000 restricted shares on a
one-for-one basis of OCIS Common Stock, par value $.001 per share (the "OCIS
Shares"), to the Shareholders on the Closing Date. Subject to the provisions of
this Agreement, at the Effective Time, by virtue of the Merger and without any
action on the part of the Shareholders, the Company, OCIS or the OCIS
Subsidiary, each outstanding share of Common Stock of the Company shall be
converted into the right to receive one OCIS Share.

     1.5 EXCHANGE OF CONVERTIBLE SECURITIES. Prior to the Closing, each
outstanding option, warrant or other security convertible into or exercisable
for Company Shares ("Company Convertible Securities") shall be exchanged for or
converted into convertible securities of OCIS ("OCIS Convertible Securities"),
which OCIS Convertible Securities shall have substantially the same terms as the
Company Convertible Securities.

     1.6 SHAREHOLDER'S RIGHTS UPON MERGER. Upon consummation of the Merger, the
Shareholders shall cease to have any rights with respect to the certificates
which theretofore represented shares of Company Shares (the "Certificates"),
and, subject to applicable law and this Agreement, shall only have the right to
receive their pro rata share of the Total Merger Consideration, including their
pro rata share of the number of OCIS Shares into which the Company Shares has
been converted pursuant to this Agreement and the Merger.

     1.7 SURRENDER AND EXCHANGE OF SHARES; PAYMENT OF MERGER CONSIDERATION. In
connection with the Closing, upon receipt of notice from the Company and OCIS of
the Effective Time, the Shareholders shall surrender and deliver the
Certificates to OCIS duly endorsed in blank. As soon as reasonably practicable
following the later to occur of the Effective Time or such surrender and
delivery, OCIS will deliver to the Shareholders certificates representing their
OCIS Shares. Until so surrendered and exchanged, each outstanding Certificate
after the Effective Time shall be deemed for all purposes to evidence only the
right to receive the Total


                                      -2-

<PAGE>

Merger Consideration set forth herein. On the Closing Date the principal
shareholders of OCIS will execute the Lock-Up Agreement attached as Exhibit B
and the principal shareholders of OCIS and OCIS shall execute the Registration
Rights Agreement set forth as Exhibit C.

     1.8 ARTICLES OF INCORPORATION. At and after the Effective Time, the
Articles of Incorporation of the Company shall be the Articles of Incorporation
of the Surviving Corporation.

     1.9 BYLAWS. At and after the Effective Time, the Bylaws of the Company
shall be the Bylaws of the Surviving Corporation (subject to any amendment
specified in the Plan of Merger and any subsequent amendment).

     1.10 NAME. At and after the Effective Time, the name of OCIS shall be
changed to the name of the Surviving Corporation.

     1.11 BOARD OF DIRECTORS. Effective as of and after the Effective Time, the
Board of Directors of OCIS shall consist of persons selected by the Company whom
are listed on Exhibit D of the Agreement. The Board of Directors of the
Surviving Corporation shall be the current Board of Directors of the Company or
such other persons as the Company may select.

     1.12 OTHER EFFECTS OF MERGER. The Merger shall have all further effects as
specified in the applicable provisions of the Nevada Act and the California Act.

     1.13 SPLIT OF OCIS SHARES. Immediately prior to the Closing Date, OCIS will
split the issued and outstanding OCIS Shares such that the OCIS Shares issued
and outstanding immediately prior to the Effective Time shall equal 4.7% of the
total amount of issued and outstanding shares immediately after the Effective
Time, calculated on a Fully Diluted Basis or 1,600,000 shares, whichever is
greater. For the purposes of this Agreement, the term "Fully Diluted Basis"
shall include all issued and outstanding shares of capital stock of OCIS and all
shares of capital stock issuable upon conversion of all OCIS Convertible
Securities, but shall exclude all options to purchase any class of capital stock
of OCIS that have not yet vested as of the Closing Date. Immediately prior to
the Effective Time there shall be 1,600,000 OCIS Shares issued and outstanding,
subject to adjustment as provided above. The calculation of the split of the
OCIS Shares and the OCIS Shares to be issued as Total Merger Consideration is
set forth in Exhibit E.

     1.14 ADDITIONAL ACTIONS. If, at any time after the Effective Time, the
Surviving Corporation shall consider or be advised that any deeds, bills of
sale, assignments, assurances or any other actions or things are necessary or
desirable to vest, perfect or confirm of record or otherwise in the Surviving
Corporation its right, title or interest in, to or under any of the rights,
properties or assets of the Company or otherwise to carry out this Agreement,
the officers and directors of the Surviving Corporation shall be authorized to
execute and deliver, in the name and on behalf of Company, all such deeds, bills
of sale, assignments and assurances and to take and do, in the name and on
behalf of the Company, all such other actions and things as may be necessary or
desirable to vest, perfect or confirm any and all right, title and interest in,
to and under such rights, properties or assets in the Surviving Corporation or
otherwise to carry out this Agreement and the transactions contemplated hereby.


                                      -3-

<PAGE>

     1.15 TAX-FREE REORGANIZATION. The parties intend that the Merger qualify as
a tax-free reorganization pursuant to Section 368(a)(1)(A) of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder (the "Code").

     1.16 FINANCIAL STATEMENTS AND INCOME TAX RETURNS. The parties contemplate
that the Surviving Corporation, as a subsidiary of OCIS's consolidated group,
will include its financial results in OCIS's consolidated financial statements
covering the periods after joining OCIS's consolidated group.

     1.17 RETURN OF STANDSTILL DEPOSITS. If the Closing of the Merger occurs by
June 15, 2007, or in the case that the Company pays the additional $25,000
deposit to extend the Closing Date by thirty (30) days on or before June 15,
2007 (the "Additional Standstill Deposit"), then OCIS shall return the original
$100,000 standstill deposit and the Additional Standstill Deposit, if paid,
promptly to the Surviving Corporation.

                                    ARTICLE 2

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY
                              AND THE SHAREHOLDERS

     Except as disclosed on the schedules to be delivered by the Company and the
Shareholders to OCIS and the OCIS Subsidiary on the Closing Date (the "Company
Disclosure Schedule"), which Company Disclosure Schedule is incorporated into
and should be considered an integral part of this Agreement, the Company
represents and warrants to OCIS and the OCIS Subsidiary as follows to all
Sections, except for Sections 2.1, "Validity of Agreement," 2.3, "Title," and
2.31 "Investment Intent," which Sections are representations and warranties of
the Shareholders and/or the Company, as the case may be::

     2.1 VALIDITY OF AGREEMENT. This Agreement is valid and binding upon the
Shareholders and the Company and neither the execution nor delivery of this
Agreement by such parties nor the performance by such parties of any of their
covenants or obligations hereunder will constitute a material default under any
contract, agreement or obligation to which any of them is a party or by which
they or any of their respective properties are bound. This Agreement is
enforceable severally against the Company and the Shareholders in accordance
with its terms, subject to bankruptcy, reorganization, insolvency, fraudulent
conveyance, moratorium, receivership or other similar laws relating to or
affecting creditors' rights generally.

     2.2 ORGANIZATION AND GOOD STANDING. The Company is a corporation duly
organized and existing in good standing under the laws of the State of
California. The Company has full corporate power and authority to carry on its
business as now conducted and to own or lease and operate the properties and
assets now owned or leased and operated by it. The Company is duly qualified to
transact business in the State of California and in all states and jurisdictions
in which the business or ownership of its property makes it necessary so to
qualify, except for jurisdictions in which the nature of the property owned or
business conducted, when considered in relation to the absence of serious
penalties, renders qualification as a foreign corporation unnecessary as a
practical matter.


                                      -4-

<PAGE>

     2.3 TITLE. The Shareholders have full right and title to the Company Shares
to be exchanged free and clear of all liens, encumbrances, restrictions and
claims of every kind and such Company Shares constitute all the Company Shares
which the Shareholders, directly or indirectly, own or have any right to
acquire. The Shareholders have the legal right, power and authority to enter
into this Agreement and will have the right to sell, assign, transfer and convey
the Company Shares so owned by them pursuant to this Agreement and deliver to
OCIS valid title to the Company shares pursuant to the provisions of this
Agreement, free and clear of all liens, encumbrances, restrictions and claims of
every kind. There are no outstanding options, warrants, rights, calls,
commitments, conversion rights, rights of exchange, plans or other agreements of
any character providing for the purchase or sale of any Company Shares owned by
the Shareholders.

     2.4 EXCLUSIVE DEALING. The Shareholders are not engaged in any discussions
or negotiations for the purchase or sale of any Company Shares, except those
discussions with OCIS which are embodied in this Agreement.

     2.5 CAPITALIZATION. The authorized capital stock of the Company consists of
50,000,000 shares of Common Stock, no par value per share, 28,200,000 shares of
which are issued and outstanding, and 10,000,000 shares of Preferred Stock, no
par value, of which none has been issued. The Company Shares constitute the only
outstanding shares of the capital stock of the Company of any nature whatsoever,
voting and non-voting. The Company Shares are validly issued, fully paid and
non-assessable and are subject to no restrictions on transfer, except those
imposed by the applicable federal and state securities laws. All Company Shares
are certificated, and the Company has not executed and delivered certificates
for Company Shares in excess of the number of Company Shares set forth in this
Section 2.5. Except as set forth in the Company Disclosure Schedule, there are
no outstanding options, warrants, rights, calls, commitments, conversion rights,
plans or other agreements of any character providing for the purchase, issuance
or sale of, or any securities convertible into, capital stock of the Company,
whether issued, unissued or held in its treasury. There are no treasury shares.

     2.6 SUBSIDIARIES. The Company has no subsidiaries. The Company does not own
five percent (5%) or more of the securities having voting power of any
corporation (or would own such securities in such amount upon the closing of any
existing purchase obligations for securities).

     2.7 OWNERSHIP AND AUTHORITY. The execution, delivery and performance of
this Agreement by the Company has been duly authorized by its Board of Directors
of the Company and all other required corporate approvals have been obtained.
This Agreement is valid and binding upon the Company, and is enforceable against
the Company in accordance with its terms, subject to bankruptcy, reorganization,
insolvency, fraudulent conveyance, moratorium, receivership or other similar
laws relating to or affecting creditors' rights generally. The execution,
delivery and performance of this Agreement by the Company will not result in the
violation or breach of any term or provision of charter instruments applicable
to the Company or constitute a material default under any material indenture,
mortgage, deed of trust or other contract or agreement to which the Company is a
party or by which the Company or any of its properties is bound and will not
cause the creation of a lien or encumbrance on any properties owned by or leased
to or by the Company.


                                      -5-

<PAGE>

     2.8 LIABILITIES AND OBLIGATIONS. Except to the extent set forth in the
Company Financial Statements or disclosed in the Company Disclosure Schedule,
the Company has no liabilities or obligations of any nature (whether accrued,
absolute, contingent or otherwise) secured by a pledge or a lien on any of its
assets.

     2.9 FINANCIAL STATEMENTS. The financial statements for the Company for the
years ending September 30, 2005 and 2006 (the "Audited Financial Statements")
have been prepared from the books and records of the Company by its independent
public accountants. The financial statements of the Company for the period from
October 1, 2006 through December 31, 2006 (the "Unaudited Financial Statements"
and, together with the Auditied Financial Statements, the "Company Financial
Statements") have been prepared from the books and records of the Company by its
management, but are in auditable condition. The Company Financial Statements (i)
are true, complete, and correct, and fairly present the financial condition and
assets and liabilities or the results of operations of the Company as of the
dates thereof and for the periods indicated in conformity with generally
accepted accounting principles consistently applied, and (ii) contain and
reflect all necessary adjustments for fair and accurate presentation of the
financial condition as of such dates. There has not been any change between the
date of the Company Financial Statements and the date of this Agreement which
has had an adverse effect on the financial position or results of operations of
the Company. Except as and to the extent reflected or reserved against in such
Company Financial Statements, or otherwise expressly disclosed therein, the
Company has no liabilities or obligations, contingent or otherwise, of a nature
required to be reflected in the Company Financial Statements in accordance with
generally accepted accounting principles consistently applied.

     2.10 ABSENCE OF CERTAIN CHANGES. During the period from the date of this
Agreement through and including the Closing Date, the Company has not:

          2.10.1 Suffered any adverse change affecting its assets, liabilities,
financial condition or business except in the ordinary course of business;

          2.10.2 Made any change in the compensation payable or to become
payable to any of its employees or agents, or made any bonus payments or
compensation arrangements to or with any of its employees or agents, whether
direct or indirect, except in the ordinary course of business consistent with
past practices;

          2.10.3 Paid or declared any dividends, distributions or other payments
due or owing to the Selling Shareholders or redeemed or repurchased (or agreed
to redeem or repurchase) any of its capital stock;

          2.10.4 Issued any stock, or granted any stock options or warrants to
purchase stock or issued any securities convertible into common stock of the
Company, except as set forth on Schedule 2.10.4;

          2.10.5 Sold or transferred any of its assets or canceled any
indebtedness or claims owing to it, except in the ordinary course of business
and consistent with its past practices;


                                      -6-

<PAGE>

          2.10.6 Sold, assigned or transferred any formulas, inventions,
patents, patent applications, trademarks, trade names, copyrights, licenses,
computer programs or software, know-how or other intangible assets;

          2.10.7 Amended or terminated any contract, agreement or license to
which it is a party otherwise than in the ordinary course of business or as may
be necessary or appropriate for the consummation of the transactions described
herein;

          2.10.8 Borrowed any money or incurred, directly or indirectly (as a
guarantor or otherwise), any indebtedness in excess of $10,000, except in the
ordinary course of business and consistent with its past practices;

          2.10.9 Discharged or satisfied any lien or encumbrance or paid any
obligation or liability (absolute or contingent), other than current liabilities
shown in the Financial Statements or current liabilities incurred since such
date in the ordinary course of business, consistent with its past practices;

          2.10.10 Mortgaged, pledged or subjected to lien, charge or other
encumbrance any of its assets, except in the ordinary course of business and
consistent with its past practices; or

          2.10.11 Entered into or committed to any other transaction other than
in the ordinary course of business, consistent with past practices.

     2.11 TAXES. The Company has filed all federal, state, local or foreign tax
returns, tax reports or forms that the Company required to be since its
inception. Copies of all such tax returns filed since its fiscal year ended
September 30, 2006. No taxes are due to any federal, state, local or foreign tax
authority. The Company is not obligated to make any payments, and is not a party
to any agreement that under any circumstances could obligate it to make any
payments that will not be deductible under Section 280G of the Code. The Company
has disclosed on its federal income tax returns all positions taken therein that
could give rise to a substantial understatement of federal income Tax within the
meaning of Section 6662 of the Code. The Company is not a party to any Tax
allocation or sharing agreement. The Company (i) has not been a member of an
affiliated group filing a consolidated federal income tax return, (ii) is not
and has not ever been a partner in a partnership or an owner of an interest in
an entity treated as a partnership for federal income tax purposes, and (iii)
has no liability for the Taxes of any person (other than the Company) under
Treasury Regulation Section 1.1502-6 (or any similar provision of state, local
or foreign law), as a transferee or successor, by contract or otherwise.

     2.12 TITLE TO PROPERTIES AND ASSETS. The Company presently owns or leases
real property from which it conducts its business and owns or leases certain
personal property. The Company has good and marketable title to all real and
personal property reflected on its books and records as owned by it or otherwise
required or used in the operation of its business, free and clear of all
security interests, liens, encumbrances, mortgages or charges of any nature,
except as set forth in Section 2.12 of the Company Disclosure Schedule. Also set
forth in Section 2.12 of the Company Disclosure Schedule is a list of property
leased by the Company. Any security


                                      -7-

<PAGE>

interests, liens, encumbrances, mortgages or charges not set forth in the
Company's Financial Statements or disclosed in the Company Disclosure Schedule
shall be discharged in full on or before the Closing Date and evidenced by UCC
Releases delivered by the Company on the Closing Date. Such improved real
property or tangible personal property is in good operating condition and
repair, and suitable for the purpose for which it is being used, subject in each
case to consumption in the ordinary course, ordinary wear and tear and ordinary
repair, maintenance and periodic replacement.

     2.13 ACCOUNTS RECEIVABLE/PAYABLE. Except as set forth in Section 2.13 of
the Company Disclosure Schedule, since December 31, 2006 the Company has no
accounts receivable, unbilled invoices and other debts. There have been no
material adverse changes since September 30, 2006 in any accounts receivable or
other debts due the Company or the allowances with respect thereto or accounts
payable of the Company from that reflected in the Financial Statements.

     2.14 MATERIAL DOCUMENTS. Set forth in Section 2.14 of the Company
Disclosure Schedule is a complete list of all material documents to which the
Company is a party. All such documents listed in Section 2.14 of the Company
Disclosure Schedule are valid and enforceable and copies of such material
documents (or, with the consent of OCIS, forms thereof) as have been requested
by OCIS have been provided to OCIS. Except as disclosed in Section 2.14 of the
Company Disclosure Schedule, neither the Company nor any of the other parties
thereto, is or will be, merely with the passage of time, in default under any
such material document nor is there any requirement for any of such material
documents to be novated or to have the consent of the other contracting party in
order for such material documents to be valid, effective and enforceable by the
Company after the Closing Date as it was immediately prior thereto.

     2.15 INTELLECTUAL PROPERTIES. Except as set forth in Section 2.15 of the
Company Disclosure Schedule, the Company has no interest in and owns no domestic
and foreign letters patent, patents, patent applications, patent licenses,
software licenses and know-how licenses, trade names, trademarks, copyrights,
unpatented inventions, service mark registrations and applications and copyright
registrations and applications owned or used by the Company in the operation of
its business (collectively, the "Intellectual Property"). No Intellectual
Property, other than as set forth on Section 2.15 of the Company Disclosure
Schedule, is required or used in the operation of the business of the Company.
There are no pending or, to the knowledge of the Company and the Shareholders,
threatened claims of infringement upon the rights to the Intellectual Property
or any intellectual property rights of others.

     2.16 NO DEFAULT. Neither the Company nor the Shareholders are in material
default under any provision of any contract, commitment, or agreement respecting
the Company or its assets to which the Company or the Shareholders is or are
parties or by which they are bound.

     2.17 LITIGATION. There are no lawsuits, arbitration actions or other
proceedings (equitable, legal, administrative or otherwise) pending or,
threatened, and there are no investigations pending or threatened against the
Company which relate to and could have a material adverse effect on the
properties, business, assets or financial condition of the Company or which
could adversely affect the validity or enforceability of this Agreement or the
obligation or ability of the Shareholders or the Company to perform their
respective obligations under this


                                      -8-

<PAGE>

Agreement or to carry out the transactions contemplated by this Agreement or
otherwise affecting the Shares.

     2.18 FINDERS. Neither the Company nor the Shareholders owe any fees or
commissions, or other compensation or payments to any broker, finder, financial
consultant, or similar person claiming to have been employed or retained by or
on behalf of the Company or the Shareholders in connection with this Agreement
or the transactions contemplated hereby.

     2.19 EMPLOYEES. Section 2.19 of the Company Disclosure Schedule sets forth
the name and current monthly salary and any accrued benefit for each employee of
the Company. Except as set forth in Section 2.19 of the Company Disclosure
Schedule, the Company has no written employment agreements with any of its
employees and it does not currently use the services of nor has it at any time
engaged any independent contractor.

     2.20 ABSENCE OF PENSION LIABILITY. The Company has no liability of any
nature to any person or entity for pension or retirement obligations, vested or
unvested, to or for the benefit of any of its existing or former employees. The
consummation of the transactions contemplated by this Agreement will not entitle
any employee of the Company to severance pay, unemployment compensation or any
other payment, except as expressly provided in this Agreement, including the
Exhibits, or accelerate the time of payment or increase the amount of
compensation due to any such employee. Except as described in Section 2.20 of
the Company Disclosure Schedule, the Company does not presently have nor has it
ever had any employee benefit plans and has no announced plan or legally binding
commitment to create any employee benefit plans.

     2.21 COMPLIANCE WITH LAWS. The Company has conducted and is continuing to
conduct its business in compliance with, and is in compliance with, all
applicable statutes, orders, rules and regulations promulgated by governmental
authorities relating in any respect to its operations, conduct of business or
use of properties, except where noncompliance with any such statutes, orders,
rules or regulations would not have an adverse effect on the Company or its
results of operations. Such statutes, orders, rules or regulations include, but
are not limited to, any applicable statute, order, rule or regulation relating
to (i) wages, hours, hiring, nondiscrimination, retirement, benefits, pensions,
working conditions, and worker safety and health; (ii) air, water, toxic
substances, noise, or solid, gaseous or liquid waste generation, handling,
storage, disposal or transportation; (iii) zoning and building codes; (iv) the
production, storage, processing, advertising, sale, distribution,
transportation, disposal, use and warranty of products; or (v) trade and
antitrust regulations. The execution, delivery and performance of this Agreement
by the Company and the consummation by the Company of the transactions
contemplated by this Agreement will not, separately or jointly, violate,
contravene or constitute a default under any applicable statutes, orders, rules
and regulations promulgated by governmental authorities or cause a lien on any
property used, owned or leased by the Company to be created thereunder. To the
knowledge of the Company, there are no proposed changes in any applicable
statutes, orders, rules and regulations promulgated by governmental authorities
that would cause any representation or warranty contained in this Section 2.21
to be untrue or have an adverse effect on its operations, conduct of business or
use of properties.


                                      -9-

<PAGE>

     2.22 FILINGS. The Company has made all filings and reports required under
all local, state and federal laws with respect to its business and of any
predecessor entity or partnership, except filings and reports in those
jurisdictions in which the nature of the property owned or business conducted,
when considered in relation to the absence of serious penalties, renders the
required filings or reports unnecessary as a practical matter.

     2.23 CERTAIN ACTIVITIES. The Company has not, directly or indirectly,
engaged in or been a party to any of the following activities:

          2.23.1 Bribes, kickbacks or gratuities to any person or entity,
including domestic or foreign government officials or any other payments to any
such persons or entity, whether legal or not legal, to obtain or retain business
or to receive favorable treatment of any nature with regard to business
(excluding commissions or gratuities paid or given in full compliance with
applicable law and constituting ordinary and necessary expenses incurred in
carrying on its business in the ordinary course);

          2.23.2 Contributions (including gifts), whether legal or not legal,
made to any domestic or foreign political party, political candidate or holder
of political office;

          2.23.3 Holding of or participation in bank accounts, funds or pools of
funds created or maintained in the United States or any foreign country, without
being reflected on the corporate books of account, or as to which receipts or
disbursements therefrom have not been reflected on such books, the purpose of
which is to obtain or retain business or to receive favorable treatment with
regard to business;

          2.23.4 Receiving or disbursing monies, the actual nature of which has
been improperly disguised or intentionally misrecorded on or improperly omitted
from the corporate books of account;

          2.23.5 Paying fees to domestic or foreign consultants or commercial
agents which exceed the reasonable value of the ordinary and customary
consulting and agency services purported to have been rendered;

          2.23.6 Paying or reimbursing (including gifts) personnel of the
Company for the purpose of enabling them to expend time or to make contributions
or payments of the kind or for the purposes referred to in Subparagraphs 2.23.1
through 2.23.5 above;

          2.23.7 Participating in any manner in any activity which is illegal
under the international boycott provisions of the Export Administration Act, as
amended, or the international boycott provisions of the Internal Revenue Code,
or guidelines or regulations thereunder; and

          2.23.8 Making or permitting unlawful charges, mischarges or defective
or fraudulent pricing under any contract or subcontract under a contract with
any department, agency or subdivision thereof, of the United States government,
state or municipal government or foreign government.


                                      -10-

<PAGE>

     2.24 EMPLOYMENT RELATIONS. The Company is in compliance with all federal,
state or other applicable laws, domestic or foreign, respecting employment and
employment practices, terms and conditions of employment and wages and hours,
and has not and is not engaged in any unfair labor practice; no unfair labor
practice complaint against the Company is pending before the National Labor
Relations Board; there is no labor strike, dispute, slow down or stoppage
actually pending or threatened against or involving the Company; no labor
representation question exists respecting the employees of the Company; no
grievance which might have an adverse effect upon the Company or the conduct of
its business exists; no arbitration proceeding arising out of or under any
collective bargaining agreement is currently being negotiated by the Company;
and the Company has not experienced any material labor difficulty during the
last three (3) years.

     2.25 INSURANCE COVERAGE. The Company has heretofore delivered copies of the
policies of fire, liability, workers' compensation or other forms of insurance
of the Company. The Company has complied with the terms and provisions of such
policies including, without limitation, all riders and amendments thereto. The
Company has met required collateral and premium for coverages in force. In the
reasonable judgment of the Company and the Shareholders, such insurance is
adequate and the Company will keep all current insurance policies in effect
through the Closing.

     2.26 ARTICLES OF INCORPORATION AND BYLAWS. The Company has heretofore
delivered to OCIS true, accurate and complete copies of the Articles of
Incorporation and Bylaws of the Company, together with all amendments to each of
the same as of the date hereof.

     2.27 CORPORATE MINUTES. The minute books of the Company provided to OCIS at
the Closing are the correct and only such minute books and do and will contain,
in all material respects, complete and accurate records of any and all
proceedings and actions at all meetings, including written consents executed in
lieu of meetings of its shareholders, Board of Directors and committees thereof
through the Closing Date. The stock records of the Company delivered to OCIS at
the Closing are the correct and only such stock records and accurately reflects
all issues and transfers of record of the capital stock of the Company. The
Company does not have any of its records or information recorded, stored,
maintained or held off the premises of the Company.

     2.28 DEFAULT ON INDEBTEDNESS. The Company is not in default under any
evidence of indebtedness for borrowed money.

     2.29 INDEBTEDNESS. Neither the Shareholders nor any corporation or entity
with which they are affiliated are indebted to the Company, and the Company has
no indebtedness or liability to any Shareholder or any corporation or entity
with which they are affiliated.

     2.30 GOVERNMENTAL APPROVALS. Except as set forth in Section 2.30 of the
Company Disclosure Schedule, no consent, approval or authorization of, or
notification to or registration with, any governmental authority, either
federal, state or local, is required in connection with the execution, delivery
and performance of this Agreement by the Shareholders or the Company.


                                      -11-

<PAGE>

     2.31 INVESTMENT INTENT. The Shareholders are taking the OCIS Shares for
their own account and for investment, with no present intention of dividing
their interest with others or of reselling or otherwise disposing of all or any
portion of the OCIS Shares other than pursuant to available exemptions under
applicable securities laws. The Shareholders do not intend to sell the OCIS
Shares, either currently or after the passage of a fixed or determinable period
of time or upon the occurrence or non-occurrence of any predetermined event or
circumstance. The Shareholders have no present or contemplated agreement,
undertaking, arrangement, obligation, indebtedness or commitment providing for,
or which is likely to compel, a disposition of the OCIS Shares. The Shareholders
are not aware of any circumstances presently in existence which are likely in
the future to prompt a disposition of the OCIS Shares. The Shareholders possess
the experience in business in which OCIS is involved necessary to make an
informed decision to acquire the OCIS Shares and the Shareholders have the
financial means to bear the economic risk of the investment in the OCIS Shares
as of the Closing Date. The Shareholders have been represented by legal counsel
and have consulted with financial advisors to the extent they deemed necessary.
The Shareholders have received and read the Disclosure Statement of OCIS
including its financial statements, SEC Reports, as defined in Section 3.6,
"Securities Filings; Financial Statements," and any additional information they
have requested. The Shareholders have had the opportunity to ask questions of
the directors and officers of OCIS concerning OCIS.

     2.32 LICENSES, PERMITS AND REQUIRED CONSENTS. The Company has all required
franchises, tariffs, licenses, ordinances, certifications, approvals,
authorizations and permits ("Authorizations") necessary to the conduct of its
business as currently conducted or proposed to be conducted. A list of such
Authorizations is set forth in Section 2.32 of the Company Disclosure Schedule
attached hereto, true, correct and complete copies of which have previously been
delivered to OCIS. All Authorizations relating to the business of the Company
are in full force and effect, no violations have been made in respect thereof,
and no proceeding is pending or threatened which could have the effect of
revoking or limiting any such Authorizations and the same will not cease to
remain in full force and effect by reason of the transactions contemplated by
this Agreement.

     2.33 COMPLETENESS OF REPRESENTATIONS AND SCHEDULES. The Disclosure Schedule
and Exhibits hereto completely and correctly present in all material respects
the information required by this Agreement. This Agreement, any Schedules and
Exhibits to be delivered under this Agreement and the representations and
warranties of this Article 2 and the documents and written information
pertaining to the Company and the Shareholders furnished to OCIS and the OCIS
Subsidiary or their respective agents by or on behalf of, do not contain any
untrue statement of a material fact or omit to state a material fact necessary
in order to make this Agreement, or such certificates, schedules, documents or
written information, not misleading.

                                    ARTICLE 3

                     REPRESENTATIONS AND WARRANTIES OF OCIS,
             THE OCIS SUBSIDIARY AND THE PRINCIPAL OCIS SHAREHOLDERS

     Except as disclosed in the schedules to be delivered by OCIS and the OCIS
Subsidiary on the Closing Date (the "OCIS Disclosure Schedule"), which OCIS
Disclosure Schedule is


                                      -12-

<PAGE>

incorporated into and should be considered an integral part of this Agreement,
OCIS and the OCIS Subsidiary represent and warrant to the Company and the
Shareholders as follows to all Sections except for Section 3.29,
"Transferability of OCIS Shares," which Section contains representations and
warranties of the OCIS Principal Shareholders:

     3.1 ORGANIZATION AND GOOD STANDING.

          3.1.1 OCIS is a corporation duly organized and existing in good
standing under the laws of the State of Nevada. OCIS has full corporate power
and authority to carry on its business as now conducted. OCIS is duly qualified
to transact business in the State of Nevada and in all states and jurisdictions
in which the business or ownership of the OCIS Subsidiary's properties or assets
makes it necessary so to qualify (other than in jurisdictions in which the
nature of the property owned or business conducted, when considered in relation
to the absence of serious penalties, renders qualification as a foreign
corporation unnecessary as a practical matter).

          3.1.2 The OCIS Subsidiary is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Nevada. The OCIS
Subsidiary has full corporate power and authority to carry on its business as
now conducted. OCIS Subsidiary is duly qualified to transact business in the
State of Nevada and in all states and jurisdictions in which the business or
ownership of the OCIS Subsidiary's properties or assets makes it necessary so to
qualify (other than in jurisdictions in which the nature of the property owned
or business conducted, when considered in relation to the absence of serious
penalties, renders qualification as a foreign corporation unnecessary as a
practical matter).

     3.2 FINDERS. No agent, broker, person or firm acting on behalf of OCIS or
the OCIS Subsidiary is, or will be, entitled to any commission or broker's or
finder's fees from any of the parties to this Agreement, or from any person
controlling, controlled by or under common control with any of the parties to
this Agreement, in connection with any of the transactions contemplated in this
Agreement.

     3.3 AUTHORITY AND CONSENT. The execution, delivery and performance of this
Agreement by OCIS and the OCIS Subsidiary have been duly authorized by their
respective Board of Directors. This Agreement is valid and binding upon OCIS and
the OCIS Subsidiary, subject to shareholder approval, and is enforceable against
OCIS and the OCIS Subsidiary in accordance with its terms, subject to
bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium,
receivership or other similar laws relating to or affecting creditors' rights
generally. OCIS and the OCIS Subsidiary have read and understand this Agreement,
have consulted legal and accounting representatives to the extent deemed
necessary and have the capacity to enter into this Agreement and to carry out
the transactions contemplated hereby without the consent of any third party,
except shareholder approval.

     3.4 VALIDITY OF AGREEMENT. Neither the execution nor the delivery of this
Agreement by OCIS and the OCIS Subsidiary, nor the performance by OCIS and the
OCIS Subsidiary of any of the covenants or obligations to be performed by OCIS
and the OCIS Subsidiary hereunder, will result in any violation of any order,
decree or judgment of any court or other governmental body, or statute or law
applicable to OCIS and the OCIS Subsidiary, or in any


                                      -13-

<PAGE>

breach of any terms or provisions of the Articles of Incorporation or the Bylaws
of OCIS or the OCIS Subsidiary, respectively, or constitute a default under any
indenture, mortgage, deed of trust or other contract to which OCIS and the OCIS
Subsidiary is a party or by which OCIS and the OCIS Subsidiary is bound.

     3.5 GOVERNMENT APPROVALS. No consent, approval or authorization of, or
notification to or registration with, any governmental authority, either
federal, state or local, is required in connection with the execution, delivery
and performance of this Agreement by OCIS and the OCIS Subsidiary.

     3.6 SECURITIES FILINGS; FINANCIAL STATEMENTS. OCIS has made available to
the Company and the Shareholders a Disclosure Statement and true and complete
copies of all reports, statements and registration statements and amendments
thereto filed by OCIS with the Securities and Exchange Commission since December
31, 2001 (the "SEC Reports"). As of their respective dates, or as of the date of
the last amendment thereof, if amended after filing, none of the SEC Reports
(including all schedules thereto and disclosure documents incorporated by
reference therein), contains any untrue statement of a material fact or omitted
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. Each of the SEC Reports as of the time of filing or as of the
date of the last amendment thereof, if amended after filing, complied in all
material respects with the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or the Securities Act of 1933, as amended (the "Securities
Act"), as applicable. The consolidated financial statements of OCIS included in
the SEC Reports fairly present in conformity in all material respects with GAAP
applied on a consistent basis the consolidated financial position of OCIS as of
the dates thereof and their consolidated results of operations and changes in
financial position for the periods then ended.

     3.7 CAPITALIZATION.

          3.7.1 The authorized capital stock of OCIS consists of 90,000,000
shares of Common Stock, $0.001 par value per share, 1,017,000 shares of which
are issued and outstanding and 1,600,000 shares of which will be outstanding
after the OCIS Stock Split ("Outstanding OCIS Shares"), subject to adjustment as
provided in Section 1.13, "Split of OCIS Shares," and 10,000,000 shares of
preferred stock authorized, $0.001 per share, none of which is issued and
outstanding. The Outstanding OCIS Shares constitute the only outstanding shares
of the capital stock of OCIS of any nature whatsoever, voting and non-voting.
The Outstanding OCIS Shares are validly issued, fully paid and non-assessable
and are subject to no restrictions on transfer. All Outstanding OCIS Shares are
certificated, and the Company has executed and delivered no certificates for
shares in excess of the number of Outstanding OCIS Shares set forth in this
Section 3.7.1. There are no outstanding options, warrants, rights, calls,
commitments, conversion rights, plans or other agreements of any character
providing for the purchase, issuance or sale of, or any securities convertible
into, capital stock of OCIS, whether issued, unissued or held in its treasury.
There are no treasury shares.

          3.7.2 The authorized capital stock of the OCIS Subsidiary consists of
1,000 shares of Common Stock, $0.001 par value per share, 100 of which are
issued and outstanding ("Outstanding OCIS Subsidiary Shares"). The Outstanding
OCIS Subsidiary Shares constitute


                                      -14-

<PAGE>

the only outstanding shares of the capital stock of the OCIS Subsidiary of any
nature whatsoever, voting and non-voting. The Outstanding OCIS Subsidiary Shares
are validly issued, fully paid and non-assessable and are subject to no
restrictions on transfer. The Company has executed and delivered no certificates
for shares in excess of the number of Outstanding OCIS Subsidiary Shares set
forth in this Section 3.7.2. There are no outstanding options, warrants, rights,
calls, commitments, conversion rights, plans or other agreements of any
character providing for the purchase, issuance or sale of, or any securities
convertible into, capital stock of the OCIS Subsidiary, whether issued, unissued
or held in its treasury. There are no treasury shares.

     3.8 SUBSIDIARIES. Except for the OCIS Subsidiary, neither OCIS nor the OCIS
Subsidiary has any subsidiaries. Neither OCIS nor the OCIS Subsidiary not own
five percent (5%) or more of the securities having voting power of any
corporation (or would own such securities in such amount upon the closing of any
existing purchase obligations for securities).

     3.9 ABSENCE OF CERTAIN CHANGES. During the period from the date of this
Agreement through and including the Closing Date, neither OCIS nor the OCIS
Subsidiary has:

          3.9.1 Suffered any adverse change affecting its assets, liabilities,
financial condition or business except in the ordinary course of business;

          3.9.2 Made any change in the compensation payable or to become payable
to any of its employees or agents, or made any bonus payments or compensation
arrangements to or with any of its employees or agents, whether direct or
indirect, except in the ordinary course of business consistent with past
practices;

          3.9.3 Paid or declared any dividends, distributions or other payments
due or owing to the Selling Shareholders or redeemed or repurchased (or agreed
to redeem or repurchase) any of its capital stock;

          3.9.4 Issued any stock, or granted any stock options or warrants to
purchase stock or issued any securities convertible into common stock of OCIS or
the OCIS Subsidiary, except as set forth in Schedule 3.9.4;

          3.9.5 Sold or transferred any of its assets or canceled any
indebtedness or claims owing to it, except in the ordinary course of business
and consistent with its past practices;

          3.9.6 Sold, assigned or transferred any formulas, inventions, patents,
patent applications, trademarks, trade names, copyrights, licenses, computer
programs or software, know-how or other intangible assets;

          3.9.7 Amended or terminated any contract, agreement or license to
which it is a party otherwise than in the ordinary course of business or as may
be necessary or appropriate for the consummation of the transactions described
herein;

          3.9.8 Borrowed any money or incurred, directly or indirectly (as a
guarantor or otherwise), any indebtedness in excess of $5,000, except in the
ordinary course of business and consistent with its past practices;


                                      -15-

<PAGE>

          3.9.9 Discharged or satisfied any lien or encumbrance or paid any
obligation or liability (absolute or contingent), other than current liabilities
shown in the Financial Statements or current liabilities incurred since such
date in the ordinary course of business, consistent with its past practices;

          3.9.10 Mortgaged, pledged or subjected to lien, charge or other
encumbrance any of its assets, except in the ordinary course of business and
consistent with its past practices; or

          3.9.11 Entered into or committed to any other transaction other than
in the ordinary course of business, consistent with past practices.

     3.10 TAXES. OCIS has filed all federal, state, local or foreign tax
returns, tax reports or forms that it is required to file since its inception.
Copies of all such tax returns filed since its inception will be provided to the
Company upon request. No taxes are due to any federal, state, local or foreign
tax authority. OCIS is not obligated to make any payments, and is not a party to
any agreement that under any circumstances could obligate it to make any
payments that will not be deductible under Section 280G of the Code. OCIS has
disclosed on its federal income tax returns all positions taken therein that
could give rise to a substantial understatement of federal income Tax within the
meaning of Section 6662 of the Code. OCIS is not a party to any Tax allocation
or sharing agreement. OCIS (i) has not been a member of an affiliated group
filing a consolidated federal income tax return, (ii) is not and has not ever
been a partner in a partnership or an owner of an interest in an entity treated
as a partnership for federal income tax purposes, and (iii) has no liability for
the Taxes of any person under Treasury Regulation Section 1.1502-6 (or any
similar provision of state, local or foreign law), as a transferee or successor,
by contract or otherwise.

     3.11 TITLE TO PROPERTIES AND ASSETS. OCIS presently owns or leases real
property from which it conducts its business and owns or leases certain personal
property. OCIS has good and marketable title to all real and personal property
reflected on its books and records as owned by it or otherwise required or used
in the operation of its business, free and clear of all security interests,
liens, encumbrances, mortgages or charges of any nature. Set forth in Section
3.11 of the OCIS Disclosure Schedule is a list of property leased by OCIS. Such
improved real property or tangible personal property is in good operating
condition and repair, and suitable for the purpose for which it is being used,
subject in each case to consumption in the ordinary course, ordinary wear and
tear and ordinary repair, maintenance and periodic replacement.

     3.12 MATERIAL DOCUMENTS. Set forth in Section 3.12 of the OCIS Disclosure
Schedule is a complete list of all material documents to which OCIS or the OCIS
Subsidiary is a party. All such documents listed in Section 3.12 of the OCIS
Disclosure Schedule are valid and enforceable and copies of such material
documents (or, with the consent of the Company, forms thereof) have been
provided to the Company. Except as disclosed in Section 3.12 of the OCIS
Disclosure Schedule, neither OCIS, the OCIS Subsidiary nor any of the other
parties thereto, is or will be, merely with the passage of time, in default
under any such material document nor is there any requirement for any of such
material documents to be novated or to have the consent of the other contracting
party in order for such material documents to be valid, effective and
enforceable by


                                      -16-

<PAGE>

OCIS or the OCIS Subsidiary, as the case may be, after the Closing Date as it
was immediately prior thereto.

     3.13 INTELLECTUAL PROPERTIES. Except as set forth in Section 3.13 of the
OCIS Disclosure Schedule, neither OCIS nor the OCIS Subsidiary has no interest
in and owns no domestic and foreign letters patent, patents, patent
applications, patent licenses, software licenses and know-how licenses, trade
names, trademarks, copyrights, unpatented inventions, service mark registrations
and applications and copyright registrations and applications owned or used by
OCIS or the OCIS Subsidiary in the operation of its business (collectively, the
"Intellectual Property"). No OCIS Intellectual Property is required or used in
the operation of the business of OCIS or the OCIS Subsidiary. There are no
pending or threatened claims of infringement upon the OCIS Intellectual Property
or upon the rights to any intellectual property of others.

     3.14 NO DEFAULT. Neither OCIS nor the OCIS Subsidiary is in default under
any provision of any contract, commitment, or agreement respecting OCIS, the
OCIS Subsidiary or any of their respective assets to which OCIS or the OCIS
Subsidiary is or are parties or by which they are bound.

     3.15 LITIGATION. There are no lawsuits, arbitration actions or other
proceedings (equitable, legal, administrative or otherwise) pending or,
threatened, and there are no investigations pending or threatened against OCIS
or the OCIS Subsidiary which relate to and could have a material adverse effect
on the properties, business, assets or financial condition of OCIS or the OCIS
Subsidiary or which could adversely affect the validity or enforceability of
this Agreement or the obligation or ability of OCIS or the OCIS Subsidiary to
perform their respective obligations under this Agreement or to carry out the
transactions contemplated by this Agreement.

     3.16 ABSENCE OF PENSION LIABILITY. Neither OCIS nor the OCIS Subsidiary has
any liability of any nature to any person or entity for pension or retirement
obligations, vested or unvested, to or for the benefit of any of its existing or
former employees. The consummation of the transactions contemplated by this
Agreement will not entitle any employee of OCIS or the OCIS Subsidiary to
severance pay, unemployment compensation or any other payment, except as
expressly provided in this Agreement, including the Exhibits, or accelerate the
time of payment or increase the amount of compensation due to any such employee.
Neither OCIS nor the OCIS Subsidiary have presently nor have they ever had any
employee benefit plans and have no announced plan or legally binding commitment
to create any employee benefit plans.

     3.17 COMPLIANCE WITH LAWS. OCIS and the OCIS Subsidiary have conducted and
are continuing to conduct their respective businesses in compliance with, and
are in compliance with, all applicable statutes, orders, rules and regulations
promulgated by governmental authorities relating in any respect to its
operations, conduct of business or use of properties, except where noncompliance
with any such statutes, orders, rules or regulations would not have an adverse
effect on either OCIS, the OCIS Subsidiary or their respective results of
operations. Such statutes, orders, rules or regulations include, but are not
limited to, any applicable statute, order, rule or regulation relating to (i)
wages, hours, hiring, nondiscrimination, retirement, benefits, pensions, working
conditions, and worker safety and health; (ii) air, water, toxic substances,
noise, or solid, gaseous or liquid waste generation, handling, storage, disposal
or


                                      -17-

<PAGE>

transportation; (iii) zoning and building codes; (iv) the production, storage,
processing, advertising, sale, distribution, transportation, disposal, use and
warranty of products; or (v) trade and antitrust regulations. The execution,
delivery and performance of this Agreement by OCIS and the OCIS Subsidiary and
the consummation by OCIS and the OCIS Subsidiary of the transactions
contemplated by this Agreement will not, separately or jointly, violate,
contravene or constitute a default under any applicable statutes, orders, rules
and regulations promulgated by governmental authorities or cause a lien on any
property used, owned or leased by OCIS or the OCIS Subsidiary to be created
thereunder. There are no proposed changes in any applicable statutes, orders,
rules and regulations promulgated by governmental authorities that would cause
any representation or warranty contained in this Section 3.17 to be untrue or
have an adverse effect on its operations, conduct of business or use of
properties.

     3.18 FILINGS. OCIS and the OCIS Subsidiary have made all filings and
reports required under all local, state and federal laws with respect to its
business and of any predecessor entity or partnership, except filings and
reports in those jurisdictions in which the nature of the property owned or
business conducted, when considered in relation to the absence of serious
penalties, renders the required filings or reports unnecessary as a practical
matter.

     3.19 CERTAIN ACTIVITIES. Neither OCIS nor the OCIS Subsidiary has, directly
or indirectly, engaged in or been a party to any of the following activities:

          3.19.1 Bribes, kickbacks or gratuities to any person or entity,
including domestic or foreign government officials or any other payments to any
such persons or entity, whether legal or not legal, to obtain or retain business
or to receive favorable treatment of any nature with regard to business
(excluding commissions or gratuities paid or given in full compliance with
applicable law and constituting ordinary and necessary expenses incurred in
carrying on its business in the ordinary course);

          3.19.2 Contributions (including gifts), whether legal or not legal,
made to any domestic or foreign political party, political candidate or holder
of political office;

          3.19.3 Holding of or participation in bank accounts, funds or pools of
funds created or maintained in the United States or any foreign country, without
being reflected on the corporate books of account, or as to which receipts or
disbursements therefrom have not been reflected on such books, the purpose of
which is to obtain or retain business or to receive favorable treatment with
regard to business;

          3.19.4 Receiving or disbursing monies, the actual nature of which has
been improperly disguised or intentionally misrecorded on or improperly omitted
from the corporate books of account;

          3.19.5 Paying fees to domestic or foreign consultants or commercial
agents which exceed the reasonable value of the ordinary and customary
consulting and agency services purported to have been rendered;

          3.19.6 Paying or reimbursing (including gifts) personnel of OCIS or
the OCIS Subsidiary for the purpose of enabling them to expend time or to make
contributions or


                                      -18-

<PAGE>

payments of the kind or for the purposes referred to in Subparagraphs 2.23.1
through 2.23.5 above;

          3.19.7 Participating in any manner in any activity which is illegal
under the international boycott provisions of the Export Administration Act, as
amended, or the international boycott provisions of the Internal Revenue Code,
or guidelines or regulations thereunder; and

          3.19.8 Making or permitting unlawful charges, mischarges or defective
or fraudulent pricing under any contract or subcontract under a contract with
any department, agency or subdivision thereof, of the United States government,
state or municipal government or foreign government.

     3.20 EMPLOYMENT RELATIONS. OCIS and the OCIS Subsidiary are in compliance
with all Federal, state or other applicable laws, domestic or foreign,
respecting employment and employment practices, terms and conditions of
employment and wages and hours, and has not and is not engaged in any unfair
labor practice; no unfair labor practice complaint against either OCIS or the
OCIS Subsidiary is pending before the National Labor Relations Board; there is
no labor strike, dispute, slow down or stoppage actually pending or threatened
against or involving either OCIS or the OCIS Subsidiary; no labor representation
question exists respecting the employees of either OCIS or the OCIS Subsidiary;
no grievance which might have an adverse effect upon either OCIS or the OCIS
Subsidiary or the conduct of its business exists; no arbitration proceeding
arising out of or under any collective bargaining agreement is currently being
negotiated by either OCIS or the OCIS Subsidiary; and either OCIS or the OCIS
Subsidiary has not experienced any material labor difficulty during the last
three (3) years.

     3.21 INSURANCE COVERAGE. The policies of fire, liability, workers'
compensation or other forms of insurance of OCIS and the OCIS Subsidiary are
described in Section 3.23 of the OCIS Disclosure Schedule. Both OCIS and the
OCIS Subsidiary have complied with the terms and provisions of such policies
including, without limitation, all riders and amendments thereto. OCIS and the
OCIS Subsidiary have met required collateral and premium for coverages in force.
In the reasonable judgment of OCIS and the OCIS Subsidiary, such insurance is
adequate and OCIS will keep all current insurance policies in effect through the
Closing.

     3.22 ARTICLES OF INCORPORATION AND BYLAWS. Each of OCIS and the OCIS
Subsidiary has heretofore delivered to the Company true, accurate and complete
copies of their respective Articles of Incorporation and Bylaws, together with
all amendments to each of the same as of the date hereof.

     3.23 CORPORATE MINUTES. The minute books of each of OCIS and the OCIS
Subsidiary provided to the Company at the Closing are the correct and only such
minute books and do and will contain, in all material respects, complete and
accurate records of any and all proceedings and actions at all meetings,
including written consents executed in lieu of meetings of their respective
shareholders, Board of Directors and committees thereof through the Closing
Date. The stock records of each of OCIS and the OCIS Subsidiary delivered to the
Company and the Shareholders at the Closing are the correct and only such stock
records and accurately reflects all issues and transfers of record of the
capital stock of each of OCIS and the OCIS


                                      -19-

<PAGE>

Subsidiary. Neither OCIS nor the OCIS Subsidiary has any of its records or
information recorded, stored, maintained or held off the premises of OCIS.

     3.24 DEFAULT ON INDEBTEDNESS. Neither OCIS nor the OCIS Subsidiary is in
default under any evidence of indebtedness for borrowed money.

     3.25 AGREEMENTS, JUDGMENT AND DECREES. Neither OCIS nor the OCIS Subsidiary
is subject to any agreement, judgment or decree adversely affecting its or their
ability to enter into this Agreement, to consummate the transactions
contemplated herein.

     3.26 GOVERNMENTAL APPROVALS. Except as set forth in Section 3.26 of the
OCIS Disclosure Schedule, no consent, approval or authorization of, or
notification to or registration with, any governmental authority, either
federal, state or local, is required in connection with the execution, delivery
and performance of this Agreement by OCIS or the OCIS Subsidiary.

     3.27 LICENSES, PERMITS AND REQUIRED CONSENTS. Each of OCIS and the OCIS
Subsidiary has all required franchises, tariffs, licenses, ordinances,
certifications, approvals, authorizations and permits ("Authorizations")
necessary to the conduct of its business as currently conducted or proposed to
be conducted. A list of such Authorizations is set forth in Section 3.27 of the
OCIS Disclosure Schedule attached hereto, true, correct and complete copies of
which have previously been delivered to the Company. All Authorizations relating
to the business of OCIS or the OCIS Subsidiary are in full force and effect, no
violations have been made in respect thereof, and no proceeding is pending or
threatened which could have the effect of revoking or limiting any such
Authorizations and the same will not cease to remain in full force and effect by
reason of the transactions contemplated by this Agreement.

     3.28 EMPLOYMENT AND CONSULTING AGREEMENTS. Neither OCIS nor the OCIS
Subsidiary has any outstanding employment or consulting agreement, written or
oral, with any employee or third party.

     3.29 TRANSFERABILITY OF OCIS SHARES. The OCIS Shares are qualified for
trading on Nasdaq's OTC Bulletin Board under the symbol OCIC.OB. There are at
least two market makers for the OCIS Share and will be at least two market
makers after the Merger. The OCIS Shares owned by non-Affiliates were registered
with the SEC under an SB-2 Registration Statement and are freely tradable on the
OTC Bulletin Board and transferable without further action by OCIS. The OCIS
Shares owned by non-Affiliates will continue to be tradable on the OTC Bulletin
Board and transferable by non-Affiliates after the Merger, provided that OCIS
timely files a report on Form 8-K containing information about the Merger and
the Company as required by applicable SEC regulations. The term "Affiliate" in
this Agreement shall have the meaning as defined in Rule 415 under the
Securities Act of 1933, as amended. The foregoing representations and warranties
do not apply if non-Affiliates who hold OCIS Shares have pledged, hypothecated
or otherwise restricted the transferability of their OCIS Shares.

     3.30 COMPLETENESS OF REPRESENTATIONS AND SCHEDULES. The Disclosure Schedule
and Exhibits hereto completely and correctly present in all material respects
the information required by this Agreement. This Agreement, any Schedules and
Exhibits to be delivered under this Agreement and the representations and
warranties of this Article 3, and the documents and


                                      -20-

<PAGE>

written information pertaining to OCIS and the OCIS Subsidiary furnished to the
Company or its agents and the Shareholders by or on behalf of OCIS, the OCIS
Subsidiary and the OCIS Principal Shareholders , do not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make this Agreement, or such certificates, schedules, documents or written
information, not misleading.

                                    ARTICLE 4

                     CONDITIONS PRECEDENT TO THE OBLIGATIONS
                         OF OCIS AND THE OCIS SUBSIDIARY

     The obligations of OCIS and the OCIS Subsidiary pursuant to this Agreement
are, at the option of OCIS and the OCIS Subsidiary, subject to the fulfillment
to OCIS's and the OCIS Subsidiary's satisfaction on or before the Closing Date
of each of the following conditions:

     4.1 EXECUTION OF THIS AGREEMENT. The Company and the Shareholders have duly
executed and delivered this Agreement to OCIS, and all corporate action required
to consummate the Merger and the transactions contemplated hereby shall have
been duly and validly taken.

     4.2 REPRESENTATIONS AND WARRANTIES ACCURATE. All representations and
warranties of the Shareholder and the Company contained in this Agreement shall
have been true in all material respects as of the Closing Date.

     4.3 PERFORMANCE OF THE COMPANY AND SHAREHOLDERS. The Company and the
Shareholders shall have performed and complied with all agreements, terms and
conditions required by this Agreement to be performed or complied with by them.

     4.4 TENDER OF COMPANY SHARES. The Shareholders shall deliver to OCIS all
Company Shares and all options, warrants or other rights to acquire Company
Shares owned by such Shareholders free and clear of any liens, encumbrances and
other obligations.

     4.5 TITLE. On or prior to the Closing Date, the Company shall deliver to
OCIS duly executed UCC-2 releases, as described in Section 2.12, "Title to
Properties and Assets," or evidence that no liens have been recorded against any
of the Company's properties or assets.

     4.6 INTELLECTUAL PROPERTY. All trademarks, trade names, service marks,
licenses or other rights that the Company uses in connection with its business
shall be free and clear of any encumbrances, controversies, infringement or
other claims or obligations on the Closing Date.

     4.7 CONSENT OF MATERIAL CUSTOMERS. Prior to Closing, the Company shall have
obtained all approvals in connection with the transfer of the Company Shares by
the Shareholders to OCIS as may be required by any material contracts between
the Company and any of its principal customers, and such approvals shall have
been issued in written form and substance satisfactory to OCIS and its counsel
or OCIS shall have waived such requirements.

     4.8 OBLIGATIONS TO THIRD PARTIES. There shall be no loans or obligations
outstanding from the Company to any third party, except those incurred in the
ordinary course of business or as otherwise disclosed to OCIS.


                                      -21-

<PAGE>

     4.9 OUTSTANDING OBLIGATIONS TO EMPLOYEES. There shall be no outstanding
claims, loans or obligations of the Company owed to any of their employees or
officers, provided that OCIS shall give notice to the Shareholders and the
Company of its approval or withholding of approval of any claims, loans or
obligations then known to OCIS on or before the Closing Date.

     4.10 APPROVAL OF PLAN OF MERGER. The Merger and the Articles of Merger
shall have been duly approved by the Board of Directors of the Company and the
Shareholders pursuant to the Nevada Act and the California Act.

     4.11 FINANCIAL AND OTHER CONDITIONS. The Company shall have no contingent
or other liabilities connected with its business, except as disclosed in the
Financial Statements or which otherwise have been incurred in the ordinary
course of business and have otherwise been disclosed to OCIS. The review of the
business, premises and operations of the Company and the Financial Statements by
OCIS at its expense shall be satisfactory to OCIS and shall not have revealed
any matter which, in the sole judgment of OCIS, makes the acquisition on the
terms herein set forth inadvisable for OCIS.

     4.12 LEGAL PROHIBITION; REGULATORY CONSENTS. On the Closing Date, there
shall exist no injunction or final judgment, law or regulation prohibiting the
consummation of the transactions contemplated by this Agreement. Any required
governmental or regulatory consents shall have been obtained.

     4.13 ALL CONTRACTS CONTINUED. Except as set forth in Schedule 4.13, all
lines of credit, debts, financing arrangements, leases and other contracts of
the Company shall be acceptable to OCIS and shall continue under their present
terms and conditions after the Closing Date and all approvals relating to the
transfer of Company Shares by the Shareholders in the Merger, and to effect the
transactions contemplated hereby, required by the foregoing instruments and
arrangements shall have been obtained by the Closing Date. OCIS shall have
received estoppel letters in form and substance reasonably acceptable to it from
other parties to any Contracts, if and as requested by OCIS.

     4.14 PREFERRED STOCK. The Company shall have no shares of Preferred Stock
outstanding.

     4.15 NO ADVERSE CHANGE. There shall not have occurred any material adverse
change in the assets, business, condition or prospects of the Company.

     4.16 CAPITAL. The Company shall have raised a total of $4.0 million of debt
and/or equity capital in one or more private placements.

     4.17 REGISTRATION RIGHTS AGREEMENT. The principal OCIS shareholders, as
designated by the Company and OCIS shall have entered into the Registration
Rights Agreement set forth as Exhibit C.


                                      -22-

<PAGE>

                                   ARTICLE 5

                     CONDITIONS PRECEDENT TO THE OBLIGATIONS
                       OF THE COMPANY AND THE SHAREHOLDERS

     The obligations of the Company and the Shareholders under this Agreement
are, at the option of the Company or the Shareholders, subject to the
fulfillment to the satisfaction of the Company and the Shareholders on or before
the Closing Date of each of the following conditions:

     5.1 EXECUTION AND APPROVAL OF AGREEMENT. OCIS and the OCIS Subsidiary shall
have duly executed and delivered this Agreement to the Company and the
Shareholders and all corporate action required to consummate the Merger and the
transactions contemplated hereby shall have been duly and validly taken.

     5.2 OCIS SHARES. The OCIS Shares received by the Shareholders shall be free
and clear of any liens, encumbrances or other obligations, except as may be
imposed pursuant to the Securities Act.

     5.3 EMPLOYMENT OR CONSULTING AGREEMENTS. As of the Closing Date, there
shall be no employment or consulting agreements, except as negotiated between
the parties, between the OCIS or the OCIS Subsidiary and any other party.

     5.4 REPRESENTATIONS AND WARRANTIES. The representations and warranties made
to the Company and the Shareholders in this Agreement or in any document,
statement, list or certificate furnished pursuant hereto shall be true and
correct as of the Closing Date.

     5.5 FINANCIAL AND OTHER CONDITIONS. OCIS shall have no contingent or other
liabilities connected with its business, except as disclosed in the Financial
Statements or which otherwise have been incurred in the ordinary course of
business. The review of the business, premises and operations of OCIS and the
Financial Statements by the Company at its expense shall be satisfactory to the
Company and shall not have revealed any matter which, in the sole judgment of
the Company, makes the acquisition on the terms herein set forth inadvisable for
the Company.

     5.6 APPROVAL OF PLAN OF MERGER. The Plan of Merger shall have been duly
approved by OCIS as the sole shareholder of the OCIS Subsidiary and by the Board
of Directors and shareholders of OCIS pursuant to the Nevada Act.

     5.7 OCIS SHAREHOLDER APPROVALS. OCIS shall have obtained shareholder
approval to (i) change the name of OCIS to Ecology Coatings, Inc.; (ii) adopt a
stock option plan on terms and conditions acceptable to the Company; and (iii)
amend the articles of incorporation of OCIS to authorize the issuance of up to
100,000,000 shares of Common Stock and to create blank check provisions to the
authorized preferred stock.

     5.8 LOCK-UP AGREEMENTS. The principal OCIS shareholders, as designated by
the Company, shall have executed the Lock-Up Agreements attached as Exhibit B.


                                      -23-

<PAGE>

     5.9 SECURITIES FILINGS. OCIS shall have filed all required periodic reports
under the Securities Exchange Act of 1934 (the "Exchange Act") and shall have
made all other such filings with the Securities and Exchange Commission and
state securities regulators as may be required by applicable state and federal
law.

     5.10 GOVERNMENTAL PROCEEDINGS. No action or proceeding before any court or
other governmental body shall be instituted which prohibits or invalidate the
transaction, or threatens to prohibit or invalidate the transaction, or which
may affect the right of the Shareholders to own the Company Shares or to operate
or control OCIS or the Surviving Company after the Closing Date.

                                    ARTICLE 6

                                 INDEMNIFICATION

     6.1 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. The
representations and warranties made by the parties in this Agreement and all of
the covenants of the parties in this Agreement shall survive the execution and
delivery of this Agreement and the Closing Date and shall expire on the twelve
month anniversary of the Closing Date. Any claim for indemnification shall be
effective only if notice of such claim is given by the party claiming
indemnification or other relief on or before June 15, 2008.

     6.2 INDEMNIFICATION BY THE OCIS PRINCIPAL SHAREHOLDERS. The OCIS Principal
Shareholders agree to indemnify and hold the Company and the Shareholders
harmless, from and after the Closing Date, against and in respect of all matters
in connection with any losses, liabilities or damages (including reasonable
attorneys' fees) incurred by the Company and the Shareholders resulting from any
misrepresentation or breach of the warranties made by OCIS, the OCIS Subsidiary
and the OCIS Principal Shareholders in Article 3, "Representations and
Warranties of OCIS, the OCIS Subsidiary and the Principal OCIS Shareholders," or
any breach or nonfulfillment of any agreement, covenant, representation or
warranty on the part of OCIS, the OCIS Subsidiary and the OCIS Principal
Shareholders contained in this Agreement or any liabilities, obligations and
commitments, and all suits, actions, proceedings, demands, judgments, costs and
expenses incident to the foregoing matters, including reasonable attorneys'
fees. No claim for indemnification may be made under this Section 6.2 after June
15, 2008.

     6.3 ARBITRATION. If the Company or the Shareholders believe that a matter
has occurred that entitles them to indemnification under Section 6.2,
"Indemnification by the OCIS Principal Shareholders," the Company or the
Shareholders, as the case may be (the "Indemnified Party"), shall give written
notice to the party or parties against whom indemnification is sought (each of
whom is referred to herein as an "Indemnifying Party") describing such matter in
reasonable detail. The Indemnified Party shall be entitled to give such notice
prior to the establishment of the amount of its losses, liabilities, costs or
damages, and to supplement its claim from time to time thereafter by further
notices as they are established. Each Indemnifying Party shall send a written
response to such claim for indemnification within thirty (30) days after receipt
of the claim stating its acceptance or objection to the indemnification claim,
and explaining its position in respect thereto in reasonable detail. If such
Indemnifying Party does not timely so respond, it will be deemed to have
accepted the Indemnified Party's


                                      -24-

<PAGE>

indemnification claim as specified in the notice given by the Indemnified Party.
If the Indemnifying Party gives a timely objection notice, then the parties will
negotiate in good faith to attempt to resolve the dispute, and upon the
expiration of an additional thirty (30) day period from the date of the
objection notice or such longer period as to which the Indemnified and
Indemnifying Parties may agree, any such dispute shall be submitted to
arbitration in Reno, Nevada, to a member of the American Arbitration Association
mutually appointed by the Indemnified Party and Indemnifying Party (or, in the
event the Indemnified Party and Indemnifying Party cannot agree on a single such
member, to a panel of three members of such Association selected in accordance
with the rules of such Association), who shall promptly arbitrate such dispute
in accordance with the rules of such Association and report to the parties upon
such disputed items, and such report shall be final, binding and conclusive on
the parties. Judgment upon the award by the arbitrator(s) may be entered in any
court having jurisdiction. The prevailing party in any such arbitration shall be
entitled to recover from, and have paid by, the other party hereto all fees and
disbursements of such arbitrator or arbitrators. For this purpose, a party shall
be deemed to be the prevailing party only if such party would be deemed to be a
prevailing party under Section 6.8, "Definition of Prevailing Parties."

     6.4 NO FINDERS. OCIS, the OCIS Subsidiary and the OCIS Principal
Shareholders represent and warrant to the Company and the Shareholders and the
Company and the Shareholders represent and warrant to OCIS, the OCIS Subsidiary
and the OCIS Principal Shareholders that there are no obligations to pay any fee
or commission to any broker, finder or intermediary for or on account of the
transactions contemplated by this Agreement. The OCIS Principal Shareholders
agree to indemnify and hold the Company and the Shareholders harmless from any
breach of the representation of OCIS, the OCIS Subsidiary and the Principal
Shareholders in the previous sentence, and the Shareholders agree to indemnify
and hold OCIS, the OCIS Subsidiary and the OCIS Principal Shareholders harmless
from any breach of their representation in the previous sentence or from their
failure to pay such fees.

     6.5 THIRD PERSON CLAIM PROCEDURES. If any third person asserts a claim
against an Indemnified Party in connection with the matter involved in such
claim, the Indemnified Party shall promptly (but in no event later than ten (10)
days prior to the time at which an answer or other responsive pleading or notice
with respect to the claim is required) notify the Indemnifying Party of such
claim. The Indemnifying Party shall have the right, at its election, to take
over the defense or settlement of such claim by giving prompt notice to the
Indemnified Party that it will do so, such election to be made and notice given
in any event at least five (5) days prior to the time at which an answer or
other responsive pleading or notice with respect thereto is required. If the
Indemnifying Party makes such election, the Indemnifying Party may conduct the
defense of such claim through counsel of its choosing (subject to the
Indemnified Party's approval, not to be unreasonably withheld), will be
responsible for the expenses of such defense, and shall be bound by the results
of its defense or settlement of the claim to the extent it produces damage or
loss to the Indemnified Party. The Indemnifying Party shall not settle such
claims without prior notice to and consultation with the Indemnified Party and
no such settlement involving any injunction or material and adverse effect on
the Indemnified Party may be agreed to without its consent. As long as the
Indemnifying Party is diligently contesting any such claim in good faith, the
Indemnified Party shall not pay or settle any such claim. If the Indemnifying
Party does not make such election, or having made such election does not proceed
diligently to defend such claim prior to the time at which an answer or other
responsive pleading or notice with respect


                                      -25-

<PAGE>

thereto is required, or does not continue diligently to contest such claim, then
the Indemnified Party may take over defense and proceed to handle such claim in
its exclusive discretion, and the Indemnifying Party shall be bound by any
defense or settlement that the Indemnified Party may make in good faith with
respect to such claim. The parties agree to cooperate in defending such third
party claims, and the defending party shall have access to records, information
and personnel in control of the other part which are pertinent to the defense
thereof.

     6.6 LIMITATION OF REMEDIES. No party to this Agreement shall be liable to
any other party or parties or have any remedies against any other party or
parties under this Agreement other than as provided in this Article 6. The
parties understand that this Agreement requires that all disputed claims shall
be submitted to arbitration in accordance with Section 6.3, "Arbitration."

     6.7 DEFINITION OF PREVAILING. Notwithstanding any of the other provisions
hereof, in the event of arbitration and/or litigation with respect to the
interpretation or enforcement of this Agreement or any provisions hereof, the
prevailing party in any such matter shall be entitled to recover from the other
party their or its reasonable costs and expense, including reasonable attorneys'
fees, incurred in such arbitration and/or litigation. For purposes of this
Agreement, a party shall be deemed to be the prevailing party only if such party
(A)(i) receives an award or judgment in such arbitration and/or litigation for
more than 50% of the disputed amount involved in such matter, or (ii) is ordered
to pay the other party less than 50% of the disputed amount involved in such
matter or (B)(i) succeeds in having imposed a material equitable remedy on the
other party (such as an injunction or order compelling specific performance), or
(ii) succeeds in defeating the other party's request for such an equitable
remedy.

                                    ARTICLE 7

                                  RISK OF LOSS

     The risk of loss or destruction of all or any part of the Company's
properties or assets prior to the Closing Date from any cause (including,
without limitation, fire, theft, acts of God or public enemy) shall be upon the
Company and the Shareholders. Such risk shall be upon OCIS Subsidiary if such
loss occurs after the Closing Date.

                        CERTAIN COVENANTS OF THE PARTIES

     7.1 EXPENSES AND FEES. Each party shall be solely responsible for its own
costs and expenses (including legal expenses, accounting expenses and brokers or
finders fees and expenses), and the costs and expenses of its affiliates, in
connection with the preparation and negotiation of this Agreement and the
consummation of the transactions contemplated by this Agreement. No party shall
have any obligation for paying such expenses or costs of any other party.

     7.2 PUBLIC ANNOUNCEMENTS. The parties agree that no public release,
announcement or any other disclosure concerning any of the transactions
contemplated hereby shall be made or issued by any party without the prior
written consent of OCIS and the Company (which consent shall not be unreasonably
withheld or delayed), except to the extent such release, announcement or
disclosure may be required by applicable laws, in which case the person required
to make the


                                      -26-

<PAGE>

release, announcement or disclosure shall allow OCIS or the Company, as
applicable, reasonable time to comment on such release, announcement or
disclosure in advance of such issuance or disclosure; provided, however, that no
notice is required if the disclosure is determined by the OCIS's legal counsel
to be required under federal or state securities laws or exchange regulation
applicable to OCIS.

     7.3 OPERATIONS PENDING CLOSING. Each of the Company, on one hand, and OCIS
and the OCIS Subsidiary, on the other hand, covenants that from the date hereof
through the Closing Date, except as otherwise provided in this Agreement; or
with the prior written consent of the other parties, which shall not be
unreasonably withheld or delayed, shall:

          7.3.1 not undertake any transactions or enter into any contracts,
commitments or arrangements other than in the ordinary course of business, use
its good faith efforts to preserve the present Business and organization of such
party, and to preserve the goodwill of others having business relationships with
such party;

          7.3.2 not enter into, renew, extend, modify, terminate, waive or
diminish any right under any material lease, contract or other instrument,
except in the ordinary course of business;

          7.3.3 not allow any of such parties' assets or properties to become
subject to any Encumbrance that does not exist as of the date of this Agreement,
except in the ordinary course of business;

          7.3.4 maintain such party's existing insurance coverages, subject to
variations in amounts in the ordinary course of business;

          7.3.5 not declare or make any dividends or distributions; and

          7.3.6 not amend the organizational documents of such party.

     7.4 DUE DILIGENCE INVESTIGATION. Each party shall afford to the officers,
employees and authorized representatives of the other (including independent
public accountants and attorneys) complete access to the offices, properties,
books, records, tax returns, financial records (including computer files,
retrieval programs and similar documentation), employees and business of such
party subject to reasonable prior notice and shall furnish to such party and its
authorized representatives such additional information concerning the assets,
properties and operations as shall be reasonably requested, including all such
information as shall be necessary or appropriate to enable such party or its
representatives to verify the accuracy of the representations and warranties
contained in this Agreement, to verify that the covenants contained in this
Agreement have been complied with, and to determine whether the conditions set
forth in Article 4 or 5 have been satisfied. Each party shall ensure that all
third-party representatives of each, including without limitation accountants
and attorneys, fully cooperate and are available to the other party in
connection with such investigation, and each party shall bear its own costs and
expenses in connection with the same. Any such investigation shall be conducted
in a manner that would not interfere unreasonably with the operations of the
other party.


                                      -27-

<PAGE>

     7.5 FURTHER ASSURANCES. Each of the parties hereto shall, at any time, and
from time to time, either before or after the Closing Date, upon the request of
the appropriate party, do, execute, acknowledge and deliver, or will cause to be
done, executed, acknowledged and delivered, all such further acts, assignments,
transfers, conveyances and assurances as may be reasonably required to complete
the transactions contemplated in this Agreement. After the Closing Date, each
party shall use its good faith efforts to assure that any necessary third party
shall execute such documents and do such acts and things as the other party may
reasonably require for the purpose of giving each party the full benefit of all
the provisions of this Agreement and as may be reasonably required to complete
the transactions contemplated in this Agreement.

     7.6 ACTIONS OF THE PARTIES.

          7.6.1 No Actions Constituting a Breach. From the date hereof through
the Closing Date, neither the Company will take or knowingly permit to be done
any action in the conduct of the business of the Company, nor will OCIS or the
OCIS Subsidiary take any action, which would be in breach of its obligations
herein, and each of the parties hereto shall cause the deliveries for which such
party is responsible at the Closing to be duly and timely made.

          7.6.2 Notification of Breaches. From the date hereof through the
Closing Date, each party will promptly notify the other parties in writing if
any such Party becomes aware of any fact or condition that causes or constitutes
a breach of any of its representations and warranties as of the date of this
Agreement. During the same period, each party will promptly notify the other
parties of the occurrence of any breach of any covenant of such party in this
Article VIII.

          7.7 COMPLIANCE WITH CONDITIONS. Each party hereto agrees to cooperate
fully with each other party and shall use its good faith efforts to cause the
conditions precedent for which such Party is responsible to be fulfilled. Each
party hereto further agrees to use its good faith efforts to consummate this
Agreement and the transactions contemplated in this Agreement as promptly as
possible.

                                    ARTICLE 8

                                  MISCELLANEOUS

     8.1 TERMINATION.

          8.1.1 General. This Agreement and the transactions contemplated hereby
may be terminated prior to the Closing: (i) by the mutual written consent of the
parties; (ii) by written notice from either party in the event of a material
breach of this Agreement by the other party; provided that the party wishing to
terminate this Agreement has notified the other parties in writing of such
breach and such breach has continued without cure for a period of thirty (30)
calendar days after the notice of breach; or (iii) by written notice from OCIS
if the Closing has not occurred by June 15, 2007, subject to the provisions of
Section 1.3, "Closing," of this Agreement.


                                      -28-
<PAGE>

          8.1.2 Effect of Termination. If any party terminates this Agreement
pursuant to this Article 9, all rights and obligations of the parties hereunder
shall terminate without any liability of any party to the others except for such
damages arising out of, related to, or in connection with, breaches of
representations, warranties, covenants, or agreements which shall have occurred
prior to such termination. Except, as set forth in the immediately preceding
sentence, this Section shall not be deemed to release any party from any
liability for any breach by such party of the representations, warranties,
covenants or agreements which shall have occurred prior to such termination.
However, OCIS shall be entitled to all standstill deposits if the Closing has
not occurred as provided in this Agreement.

     8.2 BINDING AGREEMENT. The parties covenant and agree that this Agreement,
when executed and delivered by the parties, will constitute a legal, valid and
binding agreement between the parties and will be enforceable in accordance with
its terms.

     8.3 ASSIGNMENT. This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto, their legal
representatives, successors. This Agreement cannot be assigned without the
consent of the Company.

     8.4 ENTIRE AGREEMENT. This Agreement and its exhibits and schedules
constitute the entire contract among the parties hereto with respect to the
subject matter thereof, superseding all prior communications and discussions and
no party hereto shall be bound by any communication on the subject matter hereof
unless such is in writing signed by any necessary party thereto and bears a date
subsequent to the date hereof. The exhibits and schedules shall be construed
with and deemed as an integral part of this Agreement to the same extent as if
the same had been set forth verbatim herein. Information set forth in any
exhibit, schedule or provision of this Agreement shall be deemed to be set forth
in every other exhibit, schedule or provision of this Agreement and therefore
shall be deemed to be disclosed for all purposes of this Agreement.

     8.5 MODIFICATION. This Agreement may be waived, changed, amended,
discharged or terminated only by an agreement in writing signed by the party
against whom enforcement of any waiver, change, amendment, discharge or
termination is sought.

     8.6 NOTICES. All notices, requests, demands and other communications shall
be deemed to have been duly given three (3) days after postmark of deposit in
the United States mail, if mailed, certified or registered mail, postage
prepaid:

               If to the Company or the Shareholders:

                    Ecology Coatings, Inc.
                    35980 Woodward Avenue
                    Suite 200
                    Bloomfield Hills, Michigan 48304

               With copy to:


                                      -29-

<PAGE>

                    Christian J. Hoffmann, III, Esq.
                    Quarles & Brady LLP
                    Renaissance One
                    Two North Central Avenue
                    Phoenix, Arizona  85004

               If to OCIS or the OCIS Subsidiary:

                    2081 South Lakeline Drive
                    Salt Lake City, Utah 84109
                    Attn. President

               With a copy to:

                    Victor Schwarz, Esq.
                    4764 South 900 East
                    Suite 3(A)
                    Salt Lake City, Utah  84117

or to such other address as any party shall designate to the other in writing.
The parties shall promptly advise each other of changes in addresses for such
notices.

     8.7 CHOICE OF LAW AND JURISDICTION. This Agreement shall be governed by,
construed, interpreted and enforced according to the laws of the State of
Nevada. Each party to this Agreement hereby irrevocably agrees that any legal
action or proceeding arising out of or relating to this Agreement or any
agreements or transactions contemplated hereby may be brought in the courts of
the State of Nevada or of the United States of America for the District of
Nevada and hereby expressly submits to the personal jurisdiction and venue of
such courts for the purposes thereof and expressly waives any claim of improper
venue and any claim that such courts are an inconvenient forum. Each party
hereby irrevocably consents to the service of process of any of the
aforementioned courts in any such suit, action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to the address
set forth in Paragraph 9.6, "Notices," such service to become effective ten (10)
days after such mailing.

     8.8 SEVERABILITY. If any portion of this Agreement shall be finally
determined by any court or governmental agency of competent jurisdiction to
violate applicable law or otherwise not to conform to requirements of law and,
therefore, to be invalid, the parties will cooperate to remedy or avoid the
invalidity, but, in any event, will not upset the general balance of
relationships created or intended to be created between them as manifested by
this Agreement and the instruments referred to herein. Except insofar as it
would be an abuse of the foregoing principle, the remaining provisions hereof
shall remain in full force and effect.

     8.9 OTHER DOCUMENTS. The parties shall upon reasonable request of the
other, execute such documents as may be necessary or appropriate to carry out
the intent of this Agreement.


                                      -30-

<PAGE>

     8.10 HEADINGS AND THE USE OF PRONOUNS. The section headings hereof are
intended solely for convenience of reference and shall not be construed to
explain any of the provisions of this Agreement. All pronouns and any variations
thereof and other words, as applicable, shall be deemed to refer to the
masculine, feminine, neuter, singular or plural as the identity of the person or
matter may require.

     8.11 TIME IS OF THE ESSENCE. Time is of the essence of this Agreement.

     8.12 NO WAIVER AND REMEDIES. No failure or delay on a party's part to
exercise any right or remedy hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise by a party of a right or remedy hereunder
preclude any other or further exercise. No remedy or election hereunder shall be
deemed exclusive but it shall, wherever possible, be cumulative with all other
remedies in law or equity.

     8.13 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, and by the different parties hereto on separate counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

     8.14 FURTHER ASSURANCES. Each of the parties hereto shall use commercially
practicable efforts to fulfill all of the conditions set forth in this Agreement
over which it has control or influence (including obtaining any consents
necessary for the performance of such party's obligations hereunder) and to
consummate the transactions contemplated hereby, and shall execute and deliver
such further instruments and provide such documents as are necessary to effect
this Agreement.

     8.15 RULES OF CONSTRUCTION. The normal rules of construction which require
the terms of an agreement to be construed most strictly against the drafter of
such agreement are hereby waived since each party have been represented by
counsel in the drafting and negotiation of this Agreement.

     8.16 THIRD PARTY BENEFICIARIES. Each party hereto intends this Agreement
shall not benefit or create any right or cause of action in or on behalf of any
person other than the parties hereto.

                [THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                      -31-

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

COMPANY:                                OCIS:

ECOLOGY COATINGS, INC.,                 OCIS CORP.,
a California corporation                a Nevada corporation


By: /s/ Richard D. Stromback            By: /s/ R. Kirk Blosch
    ---------------------------------       ------------------------------------
    Richard D. Stromback                    R. Kirk Blosch
Its: Chairman                           Its: President


SHAREHOLDERS:                           OCIS SUBSIDIARY:

                                        OCIS - EC, INC.,
/s/ Richard D. Stromack                 a Nevada corporation
- -------------------------------------
Richard D. Stromback
                                        By: /s/ R. Kirk Blosch
                                            ------------------------------------
/s/ Douglas Stromback                       R. Kirk Blosch
- -------------------------------------   Its: President
Douglas Stromback
                                        OCIS Principal Shareholders:

/s/ Deanna Stromback
- -------------------------------------
Deanna Stromback


                                        /s/ Jeff W. Holmes
                                        ----------------------------------------
                                        Jeff W. Holmes


                                        /s/ R. Kirk Blosch
                                        ----------------------------------------
                                        R. Kirk Blosch


                                        /s/ Brent W. Schlesinger
                                        ----------------------------------------
                                        Brent W. Schlesinger


                                      -32-

<PAGE>

                                    EXHIBITS

EXHIBIT A - LIST OF SHAREHOLDERS

EXHIBIT B - FORM OF LOCK-UP AGREEMENT

EXHIBIT C - REGISTRATION RIGHTS AGREEMENT

EXHIBIT D - OCIS BOARD OF DIRECTORS

EXHIBIT E - CALCULATION OF SPLIT OF OCIS SHARES AND CALCULATION OF OCIS SHARES
            TO BE ISSUED AS TOTAL MERGER CONSIDERATION

<PAGE>

                          AGREEMENT AND PLAN OF MERGER

                                     BETWEEN

                                   OCIS, INC.,

                             ECOLOGY COATINGS, INC.

                                       AND

                                 OCIS - EC, INC.


                                       34

<PAGE>

                                    EXHIBIT A

                              LIST OF SHAREHOLDERS

Richard D. Stromback
Deanna Stromback
Douglas Stromback


                                       35

<PAGE>

                                    EXHIBIT B

                                LOCK-UP AGREEMENT

Ecology Coatings, Inc.
35980 Woodward Avenue
Suite 200
Bloomfield Hills, MI 48034

Re: Acquisition of Ecology Coatings, Inc. by Ocis Corp.

Ladies and Gentlemen:

     The undersigned, a stockholder of Ocis Corp., a Nevada corporation
("OCIS"), understands that Ecology Coatings, Inc., a California corporation
("Ecology"), proposes to enter into an Agreement and Plan of Merger ("Merger
Agreement") by and among OCIS and OCIS-Ecology Acquisition, Inc., a Nevada
corporation and wholly owned subsidiary of OCIS ("Acquisition Subsidiary"),
whereby the Acquisition Subsidiary will merge with and into Ecology (the
"Merger"). As a result of this Merger the shareholders of Ecology will have
voting control of Ocis, which will change its name to Ecology Coatings, Inc.

     In order to induce Ecology to enter into the Merger Agreement and to
proceed with the Merger, the undersigned agrees, for the benefit of Ecology,
that the undersigned will not, without Ecology's prior written consent (which
consent may be withheld at Ecology's sole discretion), directly or indirectly,
make any offer, sale, assignment, transfer, encumbrance, contract to sell, grant
of an option to purchase or other disposition or agreement to dispose
(collectively "Sell") Ecology Shares during the Lock-Up Period, unless the
transfer is a Permitted Transfer, as provided below.

     "Lock-Up Period" means with respect to one hundred percent (100%) of the
undersigned's Ecology Shares the ninety-day (90) period from the Effective Date
of the Merger.

     A "Permitted Transfer" means Ecology Shares (i) transferred as a gift or
gifts (provided, that any donee agrees in writing to be bound by the terms
hereof), (ii) transferred to immediate family members or a trust established for
the undersigned or for immediate family members, or upon death of the
undersigned by will or intestacy (provided, that any such transferee agrees in
writing to be bound by the terms hereof), or (iii) transferred to any
subsidiary, parent, partner, limited partner, retired partner, member or
stockholder of the undersigned (provided, that any such transferee agrees in
writing to be bound by the terms hereof).

     The undersigned confirms that he, she or it understands that Ecology will
rely upon the covenants of the undersigned set forth in this agreement in
proceeding with the Merger. This agreement shall be binding on the undersigned
and his, her or its successors, heirs, personal representatives and assigns. The
undersigned agrees and consents to the entry of stop transfer instructions with
Ecology's transfer agent against the transfer of Ecology Shares held by the
undersigned except in compliance with this agreement.


                                       36

<PAGE>

                                        Sincerely yours,


                                        ----------------------------------------
                                        Signature

                                        ----------------------------------------
                                        Print Name and Title

                                        Additional signature(s), if stock
                                        jointly held

                                        ----------------------------------------

                                        ----------------------------------------
                                        Number of Ecology Shares Subject to
                                        this Agreement


                                       37

<PAGE>

                                    EXHIBIT C

                          REGISTRATION RIGHTS AGREEMENT

     This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of
April 30, 2007, by and among Ecology Coatings, Inc., a Nevada corporation (the
"Company"), and, as set forth on Exhibit A, the principal shareholders of the
Company (collectively referred to as the "Holders").

     WHEREAS, the Company entered into that certain Agreement and Plan of
Merger, dated April 30, 2007, with OCIS-EC, Inc., a Nevada corporation and a
wholly-owned subsidiary of the Company, Ecology Coatings, Inc., a California
corporation ("Ecology") and certain shareholders of Ecology ("Merger
Agreement");

     WHEREAS, the Company issued to the Holders certain shares of its restricted
Common Stock (the "Restricted Stock");

     WHEREAS, Ecology sold shares of its common stock (the "Shares") in a
private placement (the "Private Placement") and, pursuant to such Private
Placement, committed to file a resale registration statement under the
Securities Act of 1933 (the "Act") to register the Shares within one year of the
termination of the Private Placement;

     WHEREAS, in connection with the merger of Ecology and the Company under the
Merger Agreement, the holders of the Shares exchanged their Shares for shares of
common stock of the Company (the "Company Shares") and have the right to cause
the Company to register the Company Shares for resale under the Act;

     WHEREAS, in order to induce the Holders to approve the Merger Agreement,
the Company has entered into this Agreement to register the Restricted Stock of
the Holders in accordance with the provisions of this Agreement; and

     WHEREAS, the Restricted Stock is referred to in this Agreement as the
"Registrable Securities."

     NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the parties hereto agree as follows:

I.   PIGGYBACK REGISTRATION.

     1.1 Right To Piggyback. During the period beginning on the effective date
of the Merger Agreement through the second anniversary of the termination of the
Private Placement, whenever the Company proposes to register any of its
securities under the Act (other than a registration on Form S-4 or S-8 or any
similar successor form) and the registration form to be used may be used for the
registration of the Shares (a "Piggyback Registration"), the Company


                                       38

<PAGE>

will give prompt written notice to the Holders of its intention to effect such a
registration and will include in such registration all Registrable Securities
with respect to which the Company has received written requests for inclusion
therein within twenty (20) days after the Holders' receipt of the Company's
notice; provided, that (i) if, at any time after giving written notice of its
intention to register any securities but prior to the effective date of the
registration statement filed in connection with such registration, the Company
shall determine for any reason to terminate or withdraw such registration, the
Company shall give written notice of such determination to the Holders and the
Company shall not be relieved of its obligation to register such Registrable
Securities pursuant to this Section 1 and (ii) if such registration involves an
underwritten offering, the Holders must sell their Registrable Securities to the
underwriters of such offering on the same terms and conditions as apply to the
Company or other holders of Registrable Securities for whose account securities
are to be sold, as the case may be. If a registration requested pursuant to this
Section involves an underwritten public offering, the Holders may elect in
writing, not later than three (3) days prior to the effectiveness of the
registration statement filed in connection with such registration, not to sell
the Registrable Securities in connection with such registration. Any Registrable
Securities excluded or withdrawn from such underwriting shall be withdrawn from
such registration. The Company will keep the registration statement filed under
this Agreement continuously effective for one (1) year following the effective
date of the registration.

     The terms "register," "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Act, and the declaration or ordering of the effectiveness of
such registration statement.

     1.2 Piggyback Expenses. The Registration Expenses (as defined in Section 2)
of the Piggyback Registrations and all Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to this
Agreement shall be paid by the Company.

     1.3 Priority in Piggyback Registrations. If (i) a Piggyback Registration
pursuant to this Section 1 involves an underwritten offering of the securities
so being registered, whether or not for sale for the account of the Company, to
be distributed (on a firm commitment basis) by or through one or more
underwriters of recognized standing under underwriting terms appropriate for
such a transaction and (ii) the managing underwriter of such underwritten
offering informs the Company and the Holders of the Registrable Securities
requesting such registration by letter of opinion that the number of securities
requested to be included in such registration exceeds the number which can be
supported by market factors, the Company will include in such registration
securities in the following order of priority:

          1.3.1 first, all the securities the Company proposes to sell for its
               own account; and

          1.3.2 second, to the extent that the number of securities which the
               Company proposes to include is less than the number of securities
               which the Company has been advised can be supported by market
               factors in such


                                       39

<PAGE>

               offering, the number of such Registrable Securities requested to
               be included in such Piggyback Registration by the Holders and any
               other holders of Registrable Securities shall be allocated pro
               rata among all such holders on the basis of the relative number
               of Registrable Securities each such holder has requested to be
               included in such Piggyback Registration.

     1.4. Company Obligations. In the case of each registration, qualification
or compliance effected by the Company pursuant to this Agreement, the Company
will keep each Holder advised in writing as to the initiation of each
registration, qualification and compliance and as to the completion thereof. At
its expense, the Company will furnish such number of prospectuses and other
documents incident thereto as a Holder from time to time may reasonably request.

2.   REGISTRATION EXPENSES.

     2.1 All expenses incident to the Company's performance of or compliance
with this Agreement, including, without limitation, all registration,
qualification and filing fees, fees and expenses of compliance with securities
or blue sky laws, printing expenses, escrow fees, messenger and delivery
expenses, and fees and disbursements of counsel for the Company and all
independent certified public accountants, underwriters (excluding discounts and
commissions) and other Persons, as defined in Section 2(2) of the Act (a
"Person"), retained by the Company (all such expenses being herein called
"Registration Expenses"), will be borne as provided in this Agreement, except
that the Company will, in any event, pay its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit or
quarterly review, the expense of any liability insurance and the expenses and
fees for listing the securities to be registered on each securities exchange or
quotation system on which similar securities issued by the Company are then
listed or quoted.

     2.2 The Company will bear the Registration Expenses allocable to the
registration of the Registrable Securities. If the Holders choose to be
represented by separate counsel in connection with the registration of the
Registrable Securities, then the Holders will bear the cost of such separate
legal counsel.

3.   INDEMNIFICATION.

     3.1 The Company agrees to indemnify, to the extent permitted by law, each
Holder and such Holder's legal counsel and accountants, and each person
controlling such Holder within the meaning of the Act, with respect to which
registration, qualification or compliance has been effected pursuant to this
Agreement, against all losses, claims, damages, liabilities and expenses (or
actions in respect thereof), including any of the foregoing incurred in
settlement of litigation, commenced or threatened, arising out of or based on
any untrue statement or alleged untrue statement of a material fact contained in
any registration statement, prospectus, offering circular, preliminary
prospectus or other document, or any amendment thereof or supplement thereto,


                                       40

<PAGE>

incident to any such registration, qualification or compliance, or based on any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, or any violation by the
Company of any rule or regulation promulgated under the Act or any state
securities laws applicable to the Company and relating to action or inaction
required of the Company in connection with any such registration, qualification
or compliance, and will reimburse each Holder and such Holder's legal counsel
and accountants, and each person controlling such Holder within the meaning of
the Act, for any legal and any other expenses reasonably incurred in connection
with investigation, preparing or defending any such claim, loss, damage, action
or liability, except insofar as the same arises out of or is based on any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by an
instrument duly executed by such Holder and stated to be specifically for use
therein or by such Holder's failure to deliver a copy of the registration
statement or prospectus or any amendments or supplements thereto at or prior to
the written confirmation of the sale of such securities to such person in any
case where such delivery of the prospectus or registration statement (as amended
or supplemented) is required by the Act after the Company has furnished the
Holder with a sufficient number of copies of the same. In connection with an
underwritten offering, the Company will indemnify such underwriters, their
officers and directors and each Person who controls such underwriters (within
the meaning of the Act) to the same extent as provided above with respect to the
indemnification of the Holders above.

     3.2 In connection with any registration statement in which the Holders are
participating, the Holders will furnish to the Company in writing such
information and affidavits as the Company reasonably requests for use in
connection with any such registration statement or prospectus and, to the extent
permitted by law, will indemnify the Company, its directors and officers, its
legal counsel and independent accountants, and each Person who controls the
Company (within the meaning of the Act) with respect to which registration,
qualification or compliance has been effected pursuant to this Agreement,
against all losses, claims, damages, liabilities and expenses (or actions in
respect thereof), including any of the foregoing incurred in settlement of
litigation, commenced or threatened, arising out of or based on any untrue
statement or alleged untrue statement of a material fact contained in any
registration statement, prospectus, offering circular, preliminary prospectus or
other document, or any amendment thereof or supplement thereto, incident to any
such registration, qualification or compliance, or based on any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading, and will reimburse the Company, its
directors and officers and controlling Persons, for any legal and any other
expenses reasonably incurred in connection with investigation, preparing or
defending any such claim, loss, damage, action or liability, except insofar as
the same arises out of or is based on any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by an instrument duly executed
by such Holder and stated to be specifically for use therein; provided that the
obligation to indemnify will be several, not joint and several, among the
Holders and the liability of each of the Holders will be in proportion to and
limited to the net amount received by such Holder from the sale the Restricted
Shares


                                       41

<PAGE>

pursuant to such registration statement.

     3.3 Any Person entitled to indemnification hereunder will (i) give prompt
written notice to the indemnifying party after such indemnified party has actual
knowledge of any claims as to which indemnity may be sought and (ii) unless in
such indemnified party's reasonable judgment and based on advice of its legal
counsel, a conflict of interest between such indemnified and indemnifying
parties may exist with respect to such claim, shall permit such indemnifying
party to assume the defense of such claim or litigation with counsel reasonably
satisfactory to the indemnified party and the indemnified party may participate
in such defense at such party's own expense, and provided further that the
failure of any indemnified party to give notice as provided herein shall not
relive the indemnifying party of its obligations under this Agreement, except to
the extent, but only to the extent, that the indemnifying party's ability to
defend against such claim or litigation is impaired as a result of such failure
to give notice. If such defense is assumed, the indemnifying party will not be
subject to any liability for any settlement or entry of any judgment made or
consented to by the indemnified party without its consent (but such consent will
not be unreasonably withheld) and which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party
of a release of all liability in respect to such claim or litigation. An
indemnifying party who is not entitled to, or elects not to, assume the defense
of a claim will not be obligated to pay the fees and expenses of more than one
counsel for all parties indemnified by such indemnifying party with respect to
such claim, unless in such indemnified party's reasonable judgment and based on
advice of its legal counsel, a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim.

     3.4 The indemnification provided for under this Agreement will remain in
full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling Person of such
indemnified party and will survive the transfer and registration of securities.
The Company also agrees to make such provisions as are reasonably requested by
any indemnified party for contribution to such party in the event the Company's
indemnification is unavailable for any reason.

4. PARTICIPATION IN UNDERWRITTEN REGISTRATION. No Holder may participate in any
registration hereunder which is underwritten unless such Holder (i) agrees to
sell such Holder's Registrable Securities on the basis provided in any
underwriting arrangements approved by the other Holders entitled hereunder to
approve such arrangements and (ii) together with the Company and the other
shareholders participating in the underwritten offering completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.

5. RULE 144 AND 144A. In order to permit the Holders to sell the Registrable
Securities, if they so desire, pursuant to Rule 144 or Rule 144A promulgated by
the Securities and Exchange Commission (the "SEC") (or any successors to such
rules), the Company will use best efforts to comply with all rules and
regulations of the SEC applicable in connection with the use of each of Rule 144
and Rule 144A (or any successors thereto), including the timely filing of all
reports with the SEC and the provision of any information regarding the Company
in order to


                                       42

<PAGE>

enable the Holders, if they so elect, to utilize Rule 144 or Rule 144A, and the
Company will cause any restrictive legends to be removed and any transfer
restrictions to be rescinded with respect to any sale of the Registrable
Securities that is exempt from registration under the Act pursuant to Rule 144
or Rule 144A. Upon the request of a Holder, the Company will deliver to such
Holder a written statement verifying that it has complied with such
requirements.

6. TRANSFER OF REGISTRATION RIGHTS. Each Holder may transfer the right to
register the Shares under this Agreement to any ancestor, descendant or any
custodian or trustee for his or her own account to whom the Holder has
transferred any of the Shares, including, but not limited to, any transfer by
the Holder to any of the foregoing parties or other entities for estate planning
purposes.

7. LISTING OF SECURITIES TO BE REGISTERED. In connection with any registration
hereunder, the Company will use its best efforts to list all Registrable
Securities covered by such registration statement on any securities exchange or
quotation system on which any of the securities of the same class as the
Registrable Securities are then listed or quoted.

8. REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following
representations and warranties in connection with the this Agreement:

     8.1 The Company is a corporation duly organized and existing in good
standing under the laws of the State of California. The Company has full
corporate power and authority to carry on its business as now conducted and to
own or lease and operate the properties and assets now owned or leased and
operated by it. The Company is duly qualified to transact business in the State
of California and all states and jurisdictions in which the business or
ownership of its property makes it necessary to so qualify, except for
jurisdictions in which the nature of the property owned or business conducted,
when considered in relation to the absence of serious penalties, renders
qualification as a foreign corporation unnecessary as a practical matter.

     8.2 The transactions contemplated by this Agreement have been duly approved
by the Board of Directors of the Company.

     8.3 The Agreement is valid and binding upon the Company and neither the
execution nor delivery of the Agreement by the Company nor the performance by
the Company of any of its covenants or obligations under the Agreement will
constitute a default under any contract, agreement or obligation to which the
Company is bound. The Agreement is enforceable against the Company in accordance
with their respective terms, subject to bankruptcy, reorganization, insolvency,
fraudulent conveyance, moratorium, receivership or similar laws relating to or
affecting creditors' rights generally. The party executing the Agreement on
behalf of the Company has full power and authority to do so and to bind the
Company under the Agreement.

     8.4 The Restricted Shares, when issued, shall be duly authorized, validly
issued, fully paid and non-assessable.


                                       43

<PAGE>

     8.5 The Company has no obligations to pay any fees, commissions or other
compensation in connection with the transactions contemplated in the Agreement.

9.   MISCELLANEOUS.

     9.1 Cessation of Status as Registrable Securities. As to any particular
Registrable Securities, such securities will cease to be Registrable Securities
when they have (i) been effectively registered under the Act and disposed of in
accordance with the registration statement covering them, (ii) become eligible
for sale pursuant to, and have actually been sold to the public in compliance
with, Rule 144(k) (or any similar provision then in force) under the Act, or
(iii) been otherwise transferred and new certificates for them not bearing any
restrictive legends have been delivered by the Company.

     9.2 No Inconsistent Agreements. The Company will not hereafter enter into,
or permit to exist, any agreement with respect to its securities which is
inconsistent with the rights granted to the Holders in this Agreement, without
their prior unanimous written consent.

     9.3 Remedies. Any Holder having rights under any provision of this
Agreement will be entitled to enforce such rights specifically, to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law.

     9.4 Amendments and Waivers. Except as otherwise provided herein, the
provisions of this Agreement may be amended and the Company may take any action
herein prohibited or omit to perform any act herein required to be performed by
it, only if the Company has obtained the written consent of all of the Holders.

     9.5 Successors and Assigns. All covenants and agreements in this Agreement
by or on behalf of any of the parties hereto will bind and inure to the benefit
of the respective successors and assigns of the parties hereto whether so
expressed or not.

     9.6 Governing Law and Jurisdiction. This Agreement shall be governed and
construed in accordance with the laws of the State of Nevada. Each party to this
Agreement hereby irrevocably agrees that any legal action or proceeding arising
out of or relating to this Agreement or any agreements or transactions
contemplated hereby may be brought in the courts of the State of Nevada or of
the United States of America for the District of Nevada and hereby expressly
submits to the personal jurisdiction and venue of such courts for the purposes
thereof and expressly waives any claim of improper venue and any claim that such
courts are an inconvenient forum. Each party hereby irrevocably consents to the
service of process of any of the aforementioned courts in any such suit, action
or proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to the address set forth in Section 9.10 "Notices," such
service to become effective ten (10) days after such mailing.

     9.7 Entire Agreement. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subjects
hereof.


                                       44

<PAGE>

     9.8 Delays or Omissions. No delay or omission to exercise any right, power
or remedy accruing to the Holders, upon any breach or default of the Company
under this Agreement, shall impair any such right, power or remedy of the
Holders nor shall it be construed to be a waiver of any such breach or default,
or an acquiescence therein, or of or in any similar breach or default thereunder
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of the
Holders of any breach or default under this Agreement or any waiver on the part
of the Holders of any provisions or conditions of this Agreement, must be in
writing and shall be effective only to the extent specifically set forth in such
writing. All remedies, either under this Agreement, or by law or otherwise
afforded to the Holders, shall be cumulative and not alternative.

     9.9 Counterparts. This Agreement may be executed in any number of
counterparts each of which shall be enforceable against the parties actually
executing such counterparts and all of which together shall constitute one
instrument. Any telecopied signature of a party on this Agreement shall be
deemed an original signature of such party for all purposes.

     9.10 Notices. All notices and other communications required or permitted
hereunder shall be in writing and shall be mailed by registered or certified
mail, postage prepaid or otherwise, delivered by hand or by messenger, or by
facsimile, addressed (i) if to a Holder, to such address as such Holder shall
have furnished to the Company in writing, or (ii) if to the Company, to its
principal executive offices and addressed to the attention of the Chief
Executive Officer, or to such other address as the Company shall have furnished
to such Holder in writing.

     Each such notice or other communication for all purposes for this Agreement
shall be treated as effective, or having been given when delivered, if delivered
personally or by facsimile, or, if sent by mail, at the earlier of its receipt
or seventy-two (72) hours after the same has been deposited in a regularly
maintained receptacle for the deposit of the United States mail, addressed and
mailed as aforesaid.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.

                                        ECOLOGY COATINGS, INC., a Nevada
                                        corporation


                                        By
                                           -------------------------------------
                                        Name
                                             -----------------------------------
                                        Its
                                            ------------------------------------


                                       45

<PAGE>

                                    EXHIBIT A

                              HOLDER SIGNATURE PAGE


- -------------------------------------
Signature of Holder

                                        ----------------------------------------
                                        Number of Shares of Restricted Stock

- -------------------------------------
Name of Holder


- -------------------------------------
Signature of Holder

                                        ----------------------------------------
                                        Number of Shares of Restricted Stock

- -------------------------------------
Name of Holder


- -------------------------------------
Signature of Holder

                                        ----------------------------------------
                                        Number of Shares of Restricted Stock

- -------------------------------------
Name of Holder

<PAGE>

                                    EXHIBIT D

                             OCIS BOARD OF DIRECTORS

                          (Proposed Following Closing)

Richard D. Stromback
F. Thomas Krotine
Robert W. Liebig

<PAGE>

                                    EXHIBIT E

                       Calculation of Split of OCIS Shares
                                       and
      Calculation of OCIS Shares to be issued as Total Merger Consideration

<TABLE>
<CAPTION>
                           TOTAL MERGER
                    CONSIDERATION CALCULATION                               OCIS FORWARD SPLIT CALCULATION
- -------------------------------------------------------------------   ------------------------------------------
                                                    OCIS SHARES
                              COMPANY SHARES      ISSUED AS TOTAL     OCIS SHARES   1.573255 FOR 1   OCIS SHARES
                                OUTSTANDING    MERGER CONSIDERATION    PRE-SPLIT      SHARE SPLIT     POST-SPLIT
                              --------------   --------------------   -----------   --------------   -----------
<S>                           <C>              <C>                    <C>           <C>              <C>
Company Shares(1)               28,386,250          28,386,250
Private Placement Shares(2)      2,144,434           2,144,434
                                ----------          ----------
TOTAL MERGER CONSIDERATION      30,530,684          30,530,684         1,017,000  x    1.573255    =  1,600,000
                                ==========          ==========
</TABLE>

- ----------
(1)  Excludes shares sold in the private placement.

(2)  Represents total shares sold in private placement.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.3
<SEQUENCE>3
<FILENAME>k16632exv3w3.txt
<DESCRIPTION>AMENDED AND RESTATED ARTICLES OF INCORPORATION
<TEXT>
<PAGE>

                                                                     Exhibit 3.3

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                             ECOLOGY COATINGS, INC.

                                   ARTICLE I

     The name of the corporation shall be Ecology Coatings, Inc. (the
"Corporation").

                                   ARTICLE II

     The period of its duration shall be perpetual.

                                  ARTICLE III

     The Corporation is organized purpose of conducting any lawful business for
which a corporation may be organized under the laws of the State of Nevada.

                                   ARTICLE IV

     The aggregate number of shares that the Corporation will have authority to
issue is One Hundred Million (100,000,000), of which Ninety Million (90,000,000)
shares will be Common Stock, with a par value of $0.001 per share, and Ten
Million (10,000,000) shares will be preferred stock, with a par value of $0.001
per share. Shares of any class of stock may be issued, without shareholder
action, from time to time in one or more series as may from time to time be
determined by the board of directors. The board of directors of this Corporation
is hereby expressly granted authority, without shareholder action, and within
the limits set forth in the Nevada Revised Statutes, to:

          (i) designate in whole or in part, the powers, preferences,
limitations, and relative rights, of any class of shares before the issuance of
any shares of that class;

          (ii) create one or more series within a class of shares, fix the
number of shares of each such series, and designate, in whole or part, the
powers, preferences, limitations, and relative rights of the series, all before
the issuance of any shares of that series;

          (iii) alter or revoke the powers, preferences, limitations, and
relative rights granted to or imposed upon any wholly unissued class of shares
or any wholly unissued series of any class of shares;

          (iv) increase or decrease the number of shares constituting any
series, the number of shares of which was originally fixed by the board of
directors, either before or after the issuance of shares of the series; provided
that, the number may not be decreased below

<PAGE>

the number of shares of the series then outstanding, or increased above the
total number of authorized shares of the applicable class of shares available
for designation as a part of the series;

          (v) determine the dividend rate on the shares of any class of shares
or series of shares, whether dividends will be cumulative, and if so, from which
date(s), and the relative rights of priority, if any, of payment of dividends on
shares of that class of shares or series of shares;

          (vi) determine whether that class of shares or series of shares will
have voting rights, in addition to the voting rights provided by law, and, if
so, the terms of such voting rights;

          (vii) determine whether that class of shares or series of shares will
have conversion privileges and, if so, the terms and conditions of such
conversion, including provision for adjustment of the conversion rate in such
events as the board of directors determines;

          (viii) determine whether or not the shares of that class of shares or
series of shares will be redeemable and, if so, the terms and conditions of such
redemption, including the date or date upon or after which they are redeemable,
and the amount per share payable in case of redemption, which amount may vary
under different conditions and at different redemption dates;

          (ix) determine whether that class of shares or series of shares will
have a sinking fund for the redemption or purchase of shares of that class of
shares or series of shares and, if so, the terms and amount of such sinking
fund;

          (x) determine the rights of the shares of that class of shares or
series of shares in the event of voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, and the relative rights of
priority, if any, of payment of shares of that class of shares or series of
shares; and

          (xi) determine any other relative rights, preferences and limitations
of that class of shares or series of shares.

     The allocation between the classes, or among the series of each class, of
unlimited voting rights and the right to receive the net assets of the
Corporation upon dissolution, shall be as designated by the board of directors.
All rights accruing to the outstanding shares of the Corporation not expressly
provided for to the contrary herein or in the Corporation's bylaws or in any
amendment hereto shall be vested in the common stock. Accordingly, unless and
until otherwise designated by the board of directors of the Corporation, and
subject to any superior rights as so designated, the Common Stock shall have
unlimited voting rights and be entitled to receive the net assets of the
Corporation upon dissolution.

                                       2

<PAGE>

                                   ARTICLE V

     Provisions for the regulation of the internal affairs of the Corporation
will be contained in its Bylaws as adopted by the Board of Directors. The number
of Directors of the Corporation shall be fixed by its Bylaws.

                                   ARTICLE VI

     The Corporation shall indemnify any person against expenses, including
without limitation, attorneys' fees, judgments, fines and amounts paid in
settlement, actually and reasonably incurred by reason of the fact that he or
she is or was a director or officer of the Corporation, or is or was serving at
the request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, in all circumstances in
which, and to the extent that, such indemnification is permitted and provided
for by the laws of the State of Nevada then in effect.

                                  ARTICLE VII

     To the fullest extent permitted by Chapter 78 of the Nevada Revised
Statutes as the same exists or may hereafter be amended, an officer or director
of the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages.

                                  ARTICLE VIII

     The Corporation expressly elects not to be governed by or be subject to the
provisions of sections 78.378 through 78.3793 of the Nevada Revised Statutes or
any similar or successor statutes adopted by any state which may be deemed to
apply to the Corporation from time to time.

                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>k16632exv4w2.txt
<DESCRIPTION>FORM OF COMMON STOCK CERTIFICATE
<TEXT>
<PAGE>

                                                                     Exhibit 4.2

                    SEE REVERSE FOR RESTRICTIONS ON TRANSFER

               Incorporated under the laws of the State of Nevada

- -[CERT #]-                                                 *[NUMBER OF SHARES]*

                             ECOLOGY COATINGS, INC.

                                  COMMON STOCK
                              90,000,000 Authorized

    SPECIMEN

                             ECOLOGY COATINGS, INC.

    _________________________________             _____________________________
    Richard D. Stromback, Chairman                Adam S. Tracy, Secretary

                                 Par Value $.001
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>k16632exv10w1.txt
<DESCRIPTION>PROMISSORY NOTE - RICHARD D. STROMBACK
<TEXT>
<PAGE>

                                                                    Exhibit 10.1

                                 PROMISSORY NOTE

No. 1                                                          November 13, 2003

     FOR VALUE RECEIVED, the undersigned, ECOLOGY COATING, INC., a California
corporation (the "Payor"), promises to pay to RICHARD D. STROMBACK (together
with his successors and assigns, referred to as the "Payee"), in the manner and
at the place provided in this Note the principal amount set forth on Exhibit A,
which is the total of the various advances (the "Advances") that the Payee has
made to the Payor under this Note. The outstanding principal balance of this
Note shall be payable on December 31, 2007 (the "Maturity Date").

                                    ARTICLE 1

                               TERMS OF REPAYMENT

     1.1 INTEREST. This Note shall bear interest ("Interest") equal to four
percent (4%) per annum on the unpaid principal balance, computed on a three
hundred sixty-five (365)-day year, during the term of the Note. Interest will
accrue on each Advance commencing on the date of the Advance as set forth in
Exhibit A to this Note. The Payor shall pay all Interest on or before the
Maturity Date. In no event shall the rate of Interest payable on this Note
exceed the maximum rate of interest permitted to be charged under applicable
law.

     1.2 PAYMENTS. All payments under this Note shall first be credited against
costs and expenses provided for hereunder, second to the payment of any
penalties, third to the payment of accrued and unpaid interest, if any, and the
remainder shall be credited against principal. All payments due hereunder shall
be payable in legal tender of the United States of America, and in same day
funds delivered to the Payee by cashier's check, certified check, or any other
means of guaranteed funds to the mailing address provided below, or at such
other place as the Payee or any holder hereof shall designate in writing for
such purpose from time to time. If a payment hereunder otherwise would become
due and payable on a Saturday, Sunday or legal holiday, the due date thereof
shall be extended to the next succeeding business day, and Interest, if any,
shall be payable thereon during such extension.

     1.3 VOLUNTARY PRE-PAYMENT. The Payor may voluntarily prepay this Note in
whole or in part at any time without penalty.

     1.4 MANDATORY PRE-PAYMENT. If Payor sells, or transfers in any manner, all
or substantially all of its assets or merges into another corporation, then all
amounts owed under this Note shall become immediately due and payable.

     1.5 EXEMPTION FROM RESTRICTIONS. It is the intent of the Payor and the
Payee in the execution of this Note that the indebtedness hereunder be exempt
from the restrictions of the usury laws of any applicable jurisdiction. The
Payor and the Payee agree that none of the terms and provisions contained herein
shall be construed to create a contract for the use, forbearance or detention of
money requiring payment of interest at a rate in excess of the maximum interest
rate permitted to be charged by the laws of any applicable jurisdiction. In such
event, if any holder of

<PAGE>

this Note shall collect monies which are deemed to constitute interest which
would otherwise increase the effective interest rate on this Note to a rate in
excess of the maximum rate permitted to be charged by the laws of any applicable
jurisdiction, all such sums deemed to constitute interest in excess of such
maximum rate shall, at the option of such holder, be credited to the payment of
the principal amount due hereunder or returned to the Payor.

     1.6 UNSECURED NOTE. This Note is unsecured.

                                    ARTICLE 2

                                    COVENANTS

     2.1 CONVERSION INTO COMMON STOCK. The Payor shall give the Payee the option
to convert this Note, in whole or in part, into Common Stock of the Payor under
terms acceptable to the Payor and the Payee at any point prior to the Maturity
Date.

     2.2 NOTICE OF DEFAULT. So long as any amount under this Note shall remain
unpaid, the Payor will, unless the Payee otherwise consents in writing, promptly
give written notice to the Payee in reasonable detail of the occurrence of any
Event of Default, or any condition, event or act which with the giving of notice
or the passage of time or both would constitute an Event of Default.

                                    ARTICLE 3

                                     DEFAULT

     3.1 EVENTS OF DEFAULT. Any of the following events shall constitute an
"Event of Default" hereunder:

          3.1.1 Failure by the Payor to pay the principal or Interest, if any,
of this Note when due and payable on any Payment Date or on the Maturity Date,
which failure continues for a period of thirty (30) days after written notice of
default has been given by the Payee to the Payor; or

          3.1.2 The entry of an order for relief under Federal Bankruptcy Code
as to the Payor or approving a petition in reorganization or other similar
relief under bankruptcy or similar laws in the United States of America or any
other competent jurisdiction, and if such order, if involuntary, is not
satisfied or withdrawn within sixty (60) days after entry thereof; or the filing
of a petition by the Payor seeking any of the foregoing, or consenting thereto;
or the filing of a petition to take advantage of any debtor's act; or making a
general assignment for the benefit of creditors; or admitting in writing
inability to pay debts as they mature; or

          3.1.3 Failure by the Payor to pay the principal and Interest, if any,
of this Note concurrent with a Mandatory Pre-Payment Event; or

          3.1.4 The breach of any covenant made by the Payor in this Note.


                                      -2-

<PAGE>

     3.2 ACCELERATION. Upon any Event of Default (in addition to any other
rights or remedies provided for under this Note), at the option of the Payee or
any holder hereof, all sums evidenced hereby, including all principal, accrued
but unpaid Interest, fees and all other amounts due hereunder, shall become
immediately due and payable. If an Event of Default relating to certain events
of bankruptcy or insolvency of the Payor occurs and is continuing, the principal
of and interest, if any, on this Note will become and be immediately due and
payable without any declaration or other act on the part of the Payee or any
holder hereof. This Note shall bear interest at the rate of fifteen percent
(15%) per annum upon the occurrence of an Event of Default.

     3.3 NOTICE BY THE PAYOR. Upon the happening of any Event of Default
specified in this Article 3, the Payor shall notify the Payee and any holder
hereof in writing within five (5) days after the occurrence of any Events of
Default.

     3.4 NO WAIVER. Failure of the Payee or any holder hereof to exercise any
option hereunder shall not constitute a waiver of the right to exercise the same
in the event of any subsequent Event of Default, or in the event of continuance
of any existing Event of Default after demand or performance thereof.

     3.5 PURSUIT OF ANY REMEDY. The Payee or holder hereof may pursue any remedy
under this Note without notice or presentment. The Payee or any holder hereof
has the right to direct the time, method and place of conducting any proceeding
for exercising any remedy available to the Payee or any such holder hereof under
this Note.

                                   ARTICLE 4

                                 MISCELLANEOUS

     4.1 AMENDMENTS. No amendment or waiver of any provision of this Note, nor
consent to any departure by the Payor herefrom, shall in any event be effective
unless the same shall be in writing and signed by the Payee, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.

     4.2 NOTICES. All notices and other communications provided for hereunder
shall be in writing (including telecopier communication) and mailed, telecopied,
or delivered, to the Payor or the Payee, as applicable, at their respective
addresses specified on the signature pages hereof, or, as to each party, at such
other address as shall be designated by such party in a written notice to the
other party. All such notices and communications shall, when mailed or
telecopied, be effective when deposited in the mails or telecopied with receipt
confirmed, respectively.

     4.3 NO WAIVER; REMEDIES. No failure on the part of the Payee to exercise,
and no delay in exercising, any right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. All rights, powers and remedies of the Payee in connection with this Note
are cumulative and not exclusive, and shall be in addition to any other rights,
powers or remedies provided by law or equity.


                                      -3-

<PAGE>

     4.4 SEVERABILITY; HEADINGS. If any one or more provisions of this Note
shall be held to be illegal, invalid or otherwise unenforceable, the same shall
not affect any other provisions of this Note and the remaining provisions of
this Note shall remain in full force and effect. Article and paragraph headings
in this Note are included herein for convenience of reference only and shall not
constitute a part of this Note for any other purpose or be given any substantive
effect.

     4.5 BINDING EFFECT; TRANSFER. This Note shall be binding upon and inure to
the benefit of the Payor and the Payee and their respective successors and
assigns. The Payee may not assign or otherwise transfer, or grant participations
in, this Note or all or any portion of its rights hereunder or its interest
herein to any person or entity, without the prior written consent of the Payor
which consent shall not be unreasonably withheld. The Payor may not assign or
otherwise transfer its rights or obligations hereunder or any interest herein
without the prior written consent of the Payee. Any attempted assignment by the
Payor or the Payee in contravention of this paragraph shall be null and void and
of no force or effect.

     4.6 ENFORCEMENT. It is agreed that time is of the essence of this Note and
in the event of default of the terms of this Note, the Payor agrees to pay all
costs of collection or enforcement, including a reasonable attorneys' fees and
if there is a default in payment of any sum due hereunder.

     4.7 GOVERNING LAW. This Note shall be governed by, and shall be construed
and enforced in accordance with, the internal laws of the State of Michigan
without regard to conflicts of laws principles. The venue of any legal
proceeding taken in connection with this Note will be Detroit, Michigan.

     4.8 INDEPENDENCE OF COVENANTS. All covenants hereunder shall be given
independent effect so that if a particular action or condition is not permitted
by any of such covenants, the fact that it would be permitted by an exception
to, or be otherwise within the limitations of, another covenant shall not avoid
the occurrence of an Event of Default or event which with notice or lapse of
time or both would become an Event of Default if such action is taken or
condition exists.

     4.9 INTERPRETATION. The Payee and the Payor hereby waive the benefit of any
statute or rule of law or judicial decision which would otherwise require that
the provisions of this Note be construed or interpreted more strongly against
the party responsible for the drafting thereof.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                      -4-

<PAGE>

     IN WITNESS WHEREOF, this Note has been issued as of date first written
above.

                                        PAYOR:

                                        ECOLOGY COATING, INC.


                                        By: /s/ Richard D. Stromback
                                            ------------------------------------
                                            Richard D. Stromback
                                        Its: President

Mailing Address of Payee:

Richard D. Stromback
1050 Northover
Bloomfield Hills, Michigan 48304

Mailing Address of Payor:

Ecology Coating, Inc.
1238 Brittain Road
Akron, OH 44310


                                      -5-

<PAGE>

                                    EXHIBIT A

                              SCHEDULE OF ADVANCES

                      (UPDATED THROUGH SEPTEMBER 30, 2006)

<TABLE>
<CAPTION>
         DATE            AMOUNT OF ADVANCE
         ----            -----------------
<S>                      <C>
November 13, 2003              $10,000
February 6, 2004                15,000
March 1, 2005(1)                21,000
May 31, 2005                    15,000
November 2, 2005                 6,000
November 30, 2005               14,000
December 31, 2005(2)            15,000
</TABLE>

- ----------
(1)  Effective March 1, 2005 Payee received assignments of $11,000 and $10,000
     from Douglas Stromback and Deanna Stromback, respectively, of portions of
     principal amounts of notes Payor had issued to such persons. These
     assignments increased the principal balance of this Note by $21,000.

(2)  Payee converted $66,000 of the principal balance of this Note into 600
     shares of Common Stock of Payor effective December 31, 2005.


                                      -6-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>6
<FILENAME>k16632exv10w2.txt
<DESCRIPTION>PROMISSORY NOTE - DEANNA STROMBACK
<TEXT>
<PAGE>

                                                                    Exhibit 10.2

                                 PROMISSORY NOTE

No. 2                                                          December 15, 2003

     FOR VALUE RECEIVED, the undersigned, ECOLOGY COATING, INC., a California
corporation (the "Payor"), promises to pay to DEANNA STROMBACK (together with
his successors and assigns, referred to as the "Payee"), in the manner and at
the place provided in this Note the principal amount set forth on Exhibit A,
which is the total of the various advances (the "Advances") that the Payee has
made to the Payor under this Note. The outstanding principal balance of this
Note shall be payable on December 31, 2007 (the "Maturity Date").

                                   ARTICLE 1

                               TERMS OF REPAYMENT

     1.1 INTEREST. This Note shall bear interest ("Interest") equal to four
percent (4%) per annum on the unpaid principal balance, computed on a three
hundred sixty-five (365)-day year, during the term of the Note. Interest will
accrue on each Advance commencing on the date of the Advance as set forth in
Exhibit A to this Note. The Payor shall pay all Interest on or before the
Maturity Date. In no event shall the rate of Interest payable on this Note
exceed the maximum rate of interest permitted to be charged under applicable
law.

     1.2 PAYMENTS. All payments under this Note shall first be credited against
costs and expenses provided for hereunder, second to the payment of any
penalties, third to the payment of accrued and unpaid interest, if any, and the
remainder shall be credited against principal. All payments due hereunder shall
be payable in legal tender of the United States of America, and in same day
funds delivered to the Payee by cashier's check, certified check, or any other
means of guaranteed funds to the mailing address provided below, or at such
other place as the Payee or any holder hereof shall designate in writing for
such purpose from time to time. If a payment hereunder otherwise would become
due and payable on a Saturday, Sunday or legal holiday, the due date thereof
shall be extended to the next succeeding business day, and Interest, if any,
shall be payable thereon during such extension.

     1.3 VOLUNTARY PRE-PAYMENT. The Payor may voluntarily prepay this Note in
whole or in part at any time without penalty.

     1.4 MANDATORY PRE-PAYMENT. If Payor sells, or transfers in any manner, all
or substantially all of its assets or merges into another corporation, then all
amounts owed under this Note shall become immediately due and payable.

     1.5 EXEMPTION FROM RESTRICTIONS. It is the intent of the Payor and the
Payee in the execution of this Note that the indebtedness hereunder be exempt
from the restrictions of the usury laws of any applicable jurisdiction. The
Payor and the Payee agree that none of the terms and provisions contained herein
shall be construed to create a contract for the use, forbearance or detention of
money requiring payment of interest at a rate in excess of the maximum interest
rate permitted to be charged by the laws of any applicable jurisdiction. In such
event, if any holder of

<PAGE>

this Note shall collect monies which are deemed to constitute interest which
would otherwise increase the effective interest rate on this Note to a rate in
excess of the maximum rate permitted to be charged by the laws of any applicable
jurisdiction, all such sums deemed to constitute interest in excess of such
maximum rate shall, at the option of such holder, be credited to the payment of
the principal amount due hereunder or returned to the Payor.

     1.6 UNSECURED NOTE. This Note is unsecured.

                                   ARTICLE 2

                                   COVENANTS

     2.1 CONVERSION INTO COMMON STOCK. The Payor shall give the Payee the option
to convert this Note, in whole or in part, into Common Stock of the Payor under
terms acceptable to the Payor and the Payee at any point prior to the Maturity
Date.

     2.2 NOTICE OF DEFAULT. So long as any amount under this Note shall remain
unpaid, the Payor will, unless the Payee otherwise consents in writing, promptly
give written notice to the Payee in reasonable detail of the occurrence of any
Event of Default, or any condition, event or act which with the giving of notice
or the passage of time or both would constitute an Event of Default.

                                   ARTICLE 3

                                    DEFAULT

     3.1 EVENTS OF DEFAULT. Any of the following events shall constitute an
"Event of Default" hereunder:

          3.1.1 Failure by the Payor to pay the principal or Interest, if any,
of this Note when due and payable on any Payment Date or on the Maturity Date,
which failure continues for a period of thirty (30) days after written notice of
default has been given by the Payee to the Payor; or

          3.1.2 The entry of an order for relief under Federal Bankruptcy Code
as to the Payor or approving a petition in reorganization or other similar
relief under bankruptcy or similar laws in the United States of America or any
other competent jurisdiction, and if such order, if involuntary, is not
satisfied or withdrawn within sixty (60) days after entry thereof; or the filing
of a petition by the Payor seeking any of the foregoing, or consenting thereto;
or the filing of a petition to take advantage of any debtor's act; or making a
general assignment for the benefit of creditors; or admitting in writing
inability to pay debts as they mature; or

          3.1.3 Failure by the Payor to pay the principal and Interest, if any,
of this Note concurrent with a Mandatory Pre-Payment Event; or

          3.1.4 The breach of any covenant made by the Payor in this Note.


                                      -2-

<PAGE>

     3.2 ACCELERATION. Upon any Event of Default (in addition to any other
rights or remedies provided for under this Note), at the option of the Payee or
any holder hereof, all sums evidenced hereby, including all principal, accrued
but unpaid Interest, fees and all other amounts due hereunder, shall become
immediately due and payable. If an Event of Default relating to certain events
of bankruptcy or insolvency of the Payor occurs and is continuing, the principal
of and interest, if any, on this Note will become and be immediately due and
payable without any declaration or other act on the part of the Payee or any
holder hereof. This Note shall bear interest at the rate of fifteen percent
(15%) per annum upon the occurrence of an Event of Default.

     3.3 NOTICE BY THE PAYOR. Upon the happening of any Event of Default
specified in this Article 3, the Payor shall notify the Payee and any holder
hereof in writing within five (5) days after the occurrence of any Events of
Default.

     3.4 NO WAIVER. Failure of the Payee or any holder hereof to exercise any
option hereunder shall not constitute a waiver of the right to exercise the same
in the event of any subsequent Event of Default, or in the event of continuance
of any existing Event of Default after demand or performance thereof.

     3.5 PURSUIT OF ANY REMEDY. The Payee or holder hereof may pursue any remedy
under this Note without notice or presentment. The Payee or any holder hereof
has the right to direct the time, method and place of conducting any proceeding
for exercising any remedy available to the Payee or any such holder hereof under
this Note.

                                   ARTICLE 4

                                 MISCELLANEOUS

     4.1 AMENDMENTS. No amendment or waiver of any provision of this Note, nor
consent to any departure by the Payor herefrom, shall in any event be effective
unless the same shall be in writing and signed by the Payee, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.

     4.2 NOTICES. All notices and other communications provided for hereunder
shall be in writing (including telecopier communication) and mailed, telecopied,
or delivered, to the Payor or the Payee, as applicable, at their respective
addresses specified on the signature pages hereof, or, as to each party, at such
other address as shall be designated by such party in a written notice to the
other party. All such notices and communications shall, when mailed or
telecopied, be effective when deposited in the mails or telecopied with receipt
confirmed, respectively.

     4.3 NO WAIVER; REMEDIES. No failure on the part of the Payee to exercise,
and no delay in exercising, any right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. All rights, powers and remedies of the Payee in connection with this Note
are cumulative and not exclusive, and shall be in addition to any other rights,
powers or remedies provided by law or equity.


                                      -3-

<PAGE>

     4.4 SEVERABILITY; HEADINGS. If any one or more provisions of this Note
shall be held to be illegal, invalid or otherwise unenforceable, the same shall
not affect any other provisions of this Note and the remaining provisions of
this Note shall remain in full force and effect. Article and paragraph headings
in this Note are included herein for convenience of reference only and shall not
constitute a part of this Note for any other purpose or be given any substantive
effect.

     4.5 BINDING EFFECT; TRANSFER. This Note shall be binding upon and inure to
the benefit of the Payor and the Payee and their respective successors and
assigns. The Payee may not assign or otherwise transfer, or grant participations
in, this Note or all or any portion of its rights hereunder or its interest
herein to any person or entity, without the prior written consent of the Payor
which consent shall not be unreasonably withheld. The Payor may not assign or
otherwise transfer its rights or obligations hereunder or any interest herein
without the prior written consent of the Payee. Any attempted assignment by the
Payor or the Payee in contravention of this paragraph shall be null and void and
of no force or effect.

     4.6 ENFORCEMENT. It is agreed that time is of the essence of this Note and
in the event of default of the terms of this Note, the Payor agrees to pay all
costs of collection or enforcement, including a reasonable attorneys' fees and
if there is a default in payment of any sum due hereunder.

     4.7 GOVERNING LAW. This Note shall be governed by, and shall be construed
and enforced in accordance with, the internal laws of the State of Michigan
without regard to conflicts of laws principles. The venue of any legal
proceeding taken in connection with this Note will be Detroit, Michigan.

     4.8 INDEPENDENCE OF COVENANTS. All covenants hereunder shall be given
independent effect so that if a particular action or condition is not permitted
by any of such covenants, the fact that it would be permitted by an exception
to, or be otherwise within the limitations of, another covenant shall not avoid
the occurrence of an Event of Default or event which with notice or lapse of
time or both would become an Event of Default if such action is taken or
condition exists.

     4.9 INTERPRETATION. The Payee and the Payor hereby waive the benefit of any
statute or rule of law or judicial decision which would otherwise require that
the provisions of this Note be construed or interpreted more strongly against
the party responsible for the drafting thereof.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                      -4-

<PAGE>

     IN WITNESS WHEREOF, this Note has been issued as of date first written
above.

                                        PAYOR:

                                        ECOLOGY COATING, INC.


                                        By: /s/ Richard D. Stromback
                                            ------------------------------------
                                            Richard D. Stromback
                                        Its: President


Mailing Address of Payee:

Deanna Stromback

- -------------------------------------

- -------------------------------------

Mailing Address of Payor:

Ecology Coating, Inc.
1238 Brittain Road
Akron, OH 44310


                                      -5-

<PAGE>

                                    EXHIBIT A

                              SCHEDULE OF ADVANCES

                      (UPDATED THROUGH SEPTEMBER 30, 2006)

<TABLE>
<CAPTION>
       DATE         AMOUNT OF ADVANCE
       ----         -----------------
<S>                 <C>
December 15, 2003        $10,000
December 31, 2003         20,000
March 1, 2004             11,000
March 23, 2004            15,000
April 19, 2004            20,000
May 26, 2004              15,000
June 29, 2004             15,000
July 17, 2004              5,000
August 30, 2004           10,000
October 22, 2004          10,000
November 19, 2004         15,000
January 23, 2005          10,000
April 19, 2005             2,030
October 3, 2005            7,000
January 19, 2006           8,000
</TABLE>

- ----------
Effective as of March 1, 2005 Payee converted $27,500 principal amount into 250
shares of Common Stock of Payor and assigned $10,000 of the principal amount of
this Note to Richard D. Stromback.


                                      -6-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>7
<FILENAME>k16632exv10w3.txt
<DESCRIPTION>PROMISSORY NOTE - DOUGLAS STROMBACK
<TEXT>
<PAGE>

                                                                    Exhibit 10.3

                                 PROMISSORY NOTE

No. 3                                                            August 10, 2004

     FOR VALUE RECEIVED, the undersigned, ECOLOGY COATING, INC., a California
corporation (the "Payor"), promises to pay to DOUGLAS STROMBACK (together with
his successors and assigns, referred to as the "Payee"), in the manner and at
the place provided in this Note the principal amount set forth on Exhibit A,
which is the total of the various advances (the "Advances") that the Payee has
made to the Payor under this Note. The outstanding principal balance of this
Note shall be payable on December 31, 2007 (the "Maturity Date").

                                    ARTICLE 1

                               TERMS OF REPAYMENT

     1.1 INTEREST. This Note shall bear interest ("Interest") equal to four
percent (4%) per annum on the unpaid principal balance, computed on a three
hundred sixty-five (365)-day year, during the term of the Note. Interest will
accrue on each Advance commencing on the date of the Advance as set forth in
Exhibit A to this Note. The Payor shall pay all Interest on or before the
Maturity Date. In no event shall the rate of Interest payable on this Note
exceed the maximum rate of interest permitted to be charged under applicable
law.

     1.2 PAYMENTS. All payments under this Note shall first be credited against
costs and expenses provided for hereunder, second to the payment of any
penalties, third to the payment of accrued and unpaid interest, if any, and the
remainder shall be credited against principal. All payments due hereunder shall
be payable in legal tender of the United States of America, and in same day
funds delivered to the Payee by cashier's check, certified check, or any other
means of guaranteed funds to the mailing address provided below, or at such
other place as the Payee or any holder hereof shall designate in writing for
such purpose from time to time. If a payment hereunder otherwise would become
due and payable on a Saturday, Sunday or legal holiday, the due date thereof
shall be extended to the next succeeding business day, and Interest, if any,
shall be payable thereon during such extension.

     1.3 VOLUNTARY PRE-PAYMENT. The Payor may voluntarily prepay this Note in
whole or in part at any time without penalty.

     1.4 MANDATORY PRE-PAYMENT. If Payor sells, or transfers in any manner, all
or substantially all of its assets or merges into another corporation, then all
amounts owed under this Note shall become immediately due and payable.

     1.5 EXEMPTION FROM RESTRICTIONS. It is the intent of the Payor and the
Payee in the execution of this Note that the indebtedness hereunder be exempt
from the restrictions of the usury laws of any applicable jurisdiction. The
Payor and the Payee agree that none of the terms and provisions contained herein
shall be construed to create a contract for the use, forbearance or detention of
money requiring payment of interest at a rate in excess of the maximum interest
rate permitted to be charged by the laws of any applicable jurisdiction. In such
event, if any holder of

<PAGE>

this Note shall collect monies which are deemed to constitute interest which
would otherwise increase the effective interest rate on this Note to a rate in
excess of the maximum rate permitted to be charged by the laws of any applicable
jurisdiction, all such sums deemed to constitute interest in excess of such
maximum rate shall, at the option of such holder, be credited to the payment of
the principal amount due hereunder or returned to the Payor.

     1.6 UNSECURED NOTE. This Note is unsecured.

                                    ARTICLE 2

                                    COVENANTS

     2.1 CONVERSION INTO COMMON STOCK. The Payor shall give the Payee the option
to convert this Note, in whole or in part, into Common Stock of the Payor under
terms acceptable to the Payor and the Payee at any point prior to the Maturity
Date.

     2.2 NOTICE OF DEFAULT. So long as any amount under this Note shall remain
unpaid, the Payor will, unless the Payee otherwise consents in writing, promptly
give written notice to the Payee in reasonable detail of the occurrence of any
Event of Default, or any condition, event or act which with the giving of notice
or the passage of time or both would constitute an Event of Default.

                                    ARTICLE 3

                                     DEFAULT

     3.1 EVENTS OF DEFAULT. Any of the following events shall constitute an
"Event of Default" hereunder:

          3.1.1 Failure by the Payor to pay the principal or Interest, if any,
of this Note when due and payable on any Payment Date or on the Maturity Date,
which failure continues for a period of thirty (30) days after written notice of
default has been given by the Payee to the Payor; or

          3.1.2 The entry of an order for relief under Federal Bankruptcy Code
as to the Payor or approving a petition in reorganization or other similar
relief under bankruptcy or similar laws in the United States of America or any
other competent jurisdiction, and if such order, if involuntary, is not
satisfied or withdrawn within sixty (60) days after entry thereof; or the filing
of a petition by the Payor seeking any of the foregoing, or consenting thereto;
or the filing of a petition to take advantage of any debtor's act; or making a
general assignment for the benefit of creditors; or admitting in writing
inability to pay debts as they mature; or

          3.1.3 Failure by the Payor to pay the principal and Interest, if any,
of this Note concurrent with a Mandatory Pre-Payment Event; or

          3.1.4 The breach of any covenant made by the Payor in this Note.


                                      -2-

<PAGE>

     3.2 ACCELERATION. Upon any Event of Default (in addition to any other
rights or remedies provided for under this Note), at the option of the Payee or
any holder hereof, all sums evidenced hereby, including all principal, accrued
but unpaid Interest, fees and all other amounts due hereunder, shall become
immediately due and payable. If an Event of Default relating to certain events
of bankruptcy or insolvency of the Payor occurs and is continuing, the principal
of and interest, if any, on this Note will become and be immediately due and
payable without any declaration or other act on the part of the Payee or any
holder hereof. This Note shall bear interest at the rate of fifteen percent
(15%) per annum upon the occurrence of an Event of Default.

     3.3 NOTICE BY THE PAYOR. Upon the happening of any Event of Default
specified in this Article 3, the Payor shall notify the Payee and any holder
hereof in writing within five (5) days after the occurrence of any Events of
Default.

     3.4 NO WAIVER. Failure of the Payee or any holder hereof to exercise any
option hereunder shall not constitute a waiver of the right to exercise the same
in the event of any subsequent Event of Default, or in the event of continuance
of any existing Event of Default after demand or performance thereof.

     3.5 PURSUIT OF ANY REMEDY. The Payee or holder hereof may pursue any remedy
under this Note without notice or presentment. The Payee or any holder hereof
has the right to direct the time, method and place of conducting any proceeding
for exercising any remedy available to the Payee or any such holder hereof under
this Note.

                                    ARTICLE 4

                                  MISCELLANEOUS

     4.1 AMENDMENTS. No amendment or waiver of any provision of this Note, nor
consent to any departure by the Payor herefrom, shall in any event be effective
unless the same shall be in writing and signed by the Payee, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.

     4.2 NOTICES. All notices and other communications provided for hereunder
shall be in writing (including telecopier communication) and mailed, telecopied,
or delivered, to the Payor or the Payee, as applicable, at their respective
addresses specified on the signature pages hereof, or, as to each party, at such
other address as shall be designated by such party in a written notice to the
other party. All such notices and communications shall, when mailed or
telecopied, be effective when deposited in the mails or telecopied with receipt
confirmed, respectively.

     4.3 NO WAIVER; REMEDIES. No failure on the part of the Payee to exercise,
and no delay in exercising, any right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. All rights, powers and remedies of the Payee in connection with this Note
are cumulative and not exclusive, and shall be in addition to any other rights,
powers or remedies provided by law or equity.


                                      -3-

<PAGE>

     4.4 SEVERABILITY; HEADINGS. If any one or more provisions of this Note
shall be held to be illegal, invalid or otherwise unenforceable, the same shall
not affect any other provisions of this Note and the remaining provisions of
this Note shall remain in full force and effect. Article and paragraph headings
in this Note are included herein for convenience of reference only and shall not
constitute a part of this Note for any other purpose or be given any substantive
effect.

     4.5 BINDING EFFECT; TRANSFER. This Note shall be binding upon and inure to
the benefit of the Payor and the Payee and their respective successors and
assigns. The Payee may not assign or otherwise transfer, or grant participations
in, this Note or all or any portion of its rights hereunder or its interest
herein to any person or entity, without the prior written consent of the Payor
which consent shall not be unreasonably withheld. The Payor may not assign or
otherwise transfer its rights or obligations hereunder or any interest herein
without the prior written consent of the Payee. Any attempted assignment by the
Payor or the Payee in contravention of this paragraph shall be null and void and
of no force or effect.

     4.6 ENFORCEMENT. It is agreed that time is of the essence of this Note and
in the event of default of the terms of this Note, the Payor agrees to pay all
costs of collection or enforcement, including a reasonable attorneys' fees and
if there is a default in payment of any sum due hereunder.

     4.7 GOVERNING LAW. This Note shall be governed by, and shall be construed
and enforced in accordance with, the internal laws of the State of Michigan
without regard to conflicts of laws principles. The venue of any legal
proceeding taken in connection with this Note will be Detroit, Michigan.

     4.8 INDEPENDENCE OF COVENANTS. All covenants hereunder shall be given
independent effect so that if a particular action or condition is not permitted
by any of such covenants, the fact that it would be permitted by an exception
to, or be otherwise within the limitations of, another covenant shall not avoid
the occurrence of an Event of Default or event which with notice or lapse of
time or both would become an Event of Default if such action is taken or
condition exists.

     4.9 INTERPRETATION. The Payee and the Payor hereby waive the benefit of any
statute or rule of law or judicial decision which would otherwise require that
the provisions of this Note be construed or interpreted more strongly against
the party responsible for the drafting thereof.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                      -4-

<PAGE>

     IN WITNESS WHEREOF, this Note has been issued as of date first written
above.

                                        PAYOR:

                                        ECOLOGY COATING, INC.


                                        By: /s/ Richard D. Stromback
                                            ------------------------------------
                                            Richard D. Stromback
                                        Its: President


Mailing Address of Payee:

Douglas Stromback

_____________________________________

_____________________________________

Mailing Address of Payor:

Ecology Coating, Inc.
1238 Brittain Road
Akron, OH 44310


                                      -5-

<PAGE>

                                    EXHIBIT A

                              SCHEDULE OF ADVANCES

                      (UPDATED THROUGH SEPTEMBER 30, 2006)

<TABLE>
<CAPTION>
       DATE          AMOUNT OF ADVANCE
       ----          -----------------
<S>                  <C>
August 10, 2004           $20,000
September 24, 2004         15,000
October 22, 2004            5,000
December 28, 2004          15,000
January 25, 2005            5,000
February 28, 2005          15,000
March 2, 2005              15,015
March 3, 2005               6,015
March 31, 2005             15,000
April 19, 2005              3,970
May 6, 2005                60,000
August 29, 2005            25,000
</TABLE>

- ----------
Effective as of March 1, 2005 Payee converted $27,500 principal amount into 250
shares of Common Stock of Payor and assigned $11,000 of this principal amount of
this Note to Richard D. Stromback.


                                      -6-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>8
<FILENAME>k16632exv10w4.txt
<DESCRIPTION>LOCK-UP AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.4

                                LOCK-UP AGREEMENT

Ecology Coatings, Inc.
35980 Woodward Avenue
Suite 200
Bloomfield Hills, MI 48034

Re: Acquisition of Ecology Coatings, Inc. by Ocis Corp.

Ladies and Gentlemen:

     The undersigned, a stockholder of Ocis Corp., a Nevada corporation
("OCIS"), understands that Ecology Coatings, Inc., a California corporation
("Ecology"), proposes to enter into an Agreement and Plan of Merger ("Merger
Agreement") by and among OCIS and OCIS-Ecology Acquisition, Inc., a Nevada
corporation and wholly owned subsidiary of OCIS ("Acquisition Subsidiary"),
whereby the Acquisition Subsidiary will merge with and into Ecology (the
"Merger"). As a result of this Merger the shareholders of Ecology will have
voting control of Ocis, which will change its name to Ecology Coatings, Inc.

     In order to induce Ecology to enter into the Merger Agreement and to
proceed with the Merger, the undersigned agrees, for the benefit of Ecology,
that the undersigned will not, without Ecology's prior written consent (which
consent may be withheld at Ecology's sole discretion), directly or indirectly,
make any offer, sale, assignment, transfer, encumbrance, contract to sell, grant
of an option to purchase or other disposition or agreement to dispose
(collectively "Sell") Ecology Shares during the Lock-Up Period, unless the
transfer is a Permitted Transfer, as provided below.

     "Lock-Up Period" means with respect to one hundred percent (100%) of the
undersigned's Ecology Shares the ninety-day (90) period from the Effective Date
of the Merger.

     A "Permitted Transfer" means Ecology Shares (i) transferred as a gift or
gifts (provided, that any donee agrees in writing to be bound by the terms
hereof), (ii) transferred to immediate family members or a trust established for
the undersigned or for immediate family members, or upon death of the
undersigned by will or intestacy (provided, that any such transferee agrees in
writing to be bound by the terms hereof), or (iii) transferred to any
subsidiary, parent, partner, limited partner, retired partner, member or
stockholder of the undersigned (provided, that any such transferee agrees in
writing to be bound by the terms hereof).

     The undersigned confirms that he, she or it understands that Ecology will
rely upon the covenants of the undersigned set forth in this agreement in
proceeding with the Merger. This agreement shall be binding on the undersigned
and his, her or its successors, heirs, personal representatives and assigns. The
undersigned agrees and consents to the entry of stop transfer instructions with
Ecology's transfer agent against the transfer of Ecology Shares held by the
undersigned except in compliance with this agreement.

                                        Sincerely yours,

<PAGE>


                                        /s/ Brent W. Schlesinger
                                        ----------------------------------------
                                        Signature

                                        Brent W. Schlesinger, Director
                                        Print Name and Title

                                        Additional signature(s), if stock
                                        jointly held


                                        ----------------------------------------

                                        ----------------------------------------
                                        Number of Ecology Shares Subject to
                                        this Agreement


                                       2

<PAGE>


                                        /s/ Jeff W. Holmes
                                        ----------------------------------------
                                        Signature

                                        Jeff W. Holmes, Vice President and
                                        Director
                                        Print Name and Title

                                        Additional signature(s), if stock
                                        jointly held


                                        ----------------------------------------

                                        ----------------------------------------
                                        Number of Ecology Shares Subject to
                                        this Agreement


<PAGE>


                                        /s/ R. Kirk Blosch
                                        ----------------------------------------
                                        Signature

                                        R. Kirk Blosch, President, Secretary,
                                        Treasurer and Director
                                        Print Name and Title

                                        Additional signature(s), if stock
                                        jointly held


                                        ----------------------------------------

                                        ----------------------------------------
                                        Number of Ecology Shares Subject to
                                        this Agreement
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>9
<FILENAME>k16632exv10w5.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.5

                          REGISTRATION RIGHTS AGREEMENT

     This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of
April 30, 2007, by and among Ecology Coatings, Inc., a Nevada corporation (the
"Company"), and, as set forth on Exhibit A, the principal shareholders of the
Company (collectively referred to as the "Holders").

     WHEREAS, the Company entered into that certain Agreement and Plan of
Merger, dated April 30, 2007, with OCIS-EC, Inc., a Nevada corporation and a
wholly-owned subsidiary of the Company, Ecology Coatings, Inc., a California
corporation ("Ecology") and certain shareholders of Ecology ("Merger
Agreement");

     WHEREAS, the Company issued to the Holders certain shares of its restricted
Common Stock (the "Restricted Stock");

     WHEREAS, Ecology sold shares of its common stock (the "Shares") in a
private placement (the "Private Placement") and, pursuant to such Private
Placement, committed to file a resale registration statement under the
Securities Act of 1933 (the "Act") to register the Shares within one year of the
termination of the Private Placement;

     WHEREAS, in connection with the merger of Ecology and the Company under the
Merger Agreement, the holders of the Shares exchanged their Shares for shares of
common stock of the Company (the "Company Shares") and have the right to cause
the Company to register the Company Shares for resale under the Act;

     WHEREAS, in order to induce the Holders to approve the Merger Agreement,
the Company has entered into this Agreement to register the Restricted Stock of
the Holders in accordance with the provisions of this Agreement; and

     WHEREAS, the Restricted Stock is referred to in this Agreement as the
"Registrable Securities."

     NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the parties hereto agree as follows:

I.   PIGGYBACK REGISTRATION.

     1.1 Right To Piggyback. During the period beginning on the effective date
of the Merger Agreement through the second anniversary of the termination of the
Private Placement, whenever the Company proposes to register any of its
securities under the Act (other than a registration on Form S-4 or S-8 or any
similar successor form) and the registration form to be used may be used for the
registration of the Shares (a "Piggyback Registration"), the Company will give
prompt written notice to the Holders of its intention to effect such a
registration and will include in such registration all Registrable Securities
with respect to which the Company has received written requests for inclusion
therein within twenty (20) days after the Holders' receipt of the Company's
notice;


                                       1
<PAGE>

provided, that (i) if, at any time after giving written notice of its intention
to register any securities but prior to the effective date of the registration
statement filed in connection with such registration, the Company shall
determine for any reason to terminate or withdraw such registration, the Company
shall give written notice of such determination to the Holders and the Company
shall not be relieved of its obligation to register such Registrable Securities
pursuant to this Section 1 and (ii) if such registration involves an
underwritten offering, the Holders must sell their Registrable Securities to the
underwriters of such offering on the same terms and conditions as apply to the
Company or other holders of Registrable Securities for whose account securities
are to be sold, as the case may be. If a registration requested pursuant to this
Section involves an underwritten public offering, the Holders may elect in
writing, not later than three (3) days prior to the effectiveness of the
registration statement filed in connection with such registration, not to sell
the Registrable Securities in connection with such registration. Any Registrable
Securities excluded or withdrawn from such underwriting shall be withdrawn from
such registration. The Company will keep the registration statement filed under
this Agreement continuously effective for one (1) year following the effective
date of the registration.

     The terms "register," "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Act, and the declaration or ordering of the effectiveness of
such registration statement.

     1.2 Piggyback Expenses. The Registration Expenses (as defined in Section 2)
of the Piggyback Registrations and all Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to this
Agreement shall be paid by the Company.

     1.3 Priority in Piggyback Registrations. If (i) a Piggyback Registration
pursuant to this Section 1 involves an underwritten offering of the securities
so being registered, whether or not for sale for the account of the Company, to
be distributed (on a firm commitment basis) by or through one or more
underwriters of recognized standing under underwriting terms appropriate for
such a transaction and (ii) the managing underwriter of such underwritten
offering informs the Company and the Holders of the Registrable Securities
requesting such registration by letter of opinion that the number of securities
requested to be included in such registration exceeds the number which can be
supported by market factors, the Company will include in such registration
securities in the following order of priority:

          1.3.1 first, all the securities the Company proposes to sell for its
               own account; and

          1.3.2 second, to the extent that the number of securities which the
               Company proposes to include is less than the number of securities
               which the Company has been advised can be supported by market
               factors in such offering, the number of such Registrable
               Securities requested to be included in such Piggyback
               Registration by the Holders and any other holders of Registrable
               Securities shall be allocated pro rata among all such holders on
               the basis of the relative number of Registrable Securities each
               such holder has requested to be included in such Piggyback
               Registration.

     1.4. Company Obligations. In the case of each registration, qualification
or compliance


                                       2

<PAGE>

effected by the Company pursuant to this Agreement, the Company will keep each
Holder advised in writing as to the initiation of each registration,
qualification and compliance and as to the completion thereof. At its expense,
the Company will furnish such number of prospectuses and other documents
incident thereto as a Holder from time to time may reasonably request.

2.   REGISTRATION EXPENSES.

     2.1 All expenses incident to the Company's performance of or compliance
with this Agreement, including, without limitation, all registration,
qualification and filing fees, fees and expenses of compliance with securities
or blue sky laws, printing expenses, escrow fees, messenger and delivery
expenses, and fees and disbursements of counsel for the Company and all
independent certified public accountants, underwriters (excluding discounts and
commissions) and other Persons, as defined in Section 2(2) of the Act (a
"Person"), retained by the Company (all such expenses being herein called
"Registration Expenses"), will be borne as provided in this Agreement, except
that the Company will, in any event, pay its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit or
quarterly review, the expense of any liability insurance and the expenses and
fees for listing the securities to be registered on each securities exchange or
quotation system on which similar securities issued by the Company are then
listed or quoted.

     2.2 The Company will bear the Registration Expenses allocable to the
registration of the Registrable Securities. If the Holders choose to be
represented by separate counsel in connection with the registration of the
Registrable Securities, then the Holders will bear the cost of such separate
legal counsel.

3.   INDEMNIFICATION.

     3.1 The Company agrees to indemnify, to the extent permitted by law, each
Holder and such Holder's legal counsel and accountants, and each person
controlling such Holder within the meaning of the Act, with respect to which
registration, qualification or compliance has been effected pursuant to this
Agreement, against all losses, claims, damages, liabilities and expenses (or
actions in respect thereof), including any of the foregoing incurred in
settlement of litigation, commenced or threatened, arising out of or based on
any untrue statement or alleged untrue statement of a material fact contained in
any registration statement, prospectus, offering circular, preliminary
prospectus or other document, or any amendment thereof or supplement thereto,
incident to any such registration, qualification or compliance, or based on any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, or any violation by the
Company of any rule or regulation promulgated under the Act or any state
securities laws applicable to the Company and relating to action or inaction
required of the Company in connection with any such registration, qualification
or compliance, and will reimburse each Holder and such Holder's legal counsel
and accountants, and each person controlling such Holder within the meaning of
the Act, for any legal and any other expenses reasonably incurred in connection
with investigation, preparing or defending any such claim, loss, damage, action
or liability, except insofar as the same arises out of or is based on any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by an
instrument duly


                                       3

<PAGE>

executed by such Holder and stated to be specifically for use therein or by such
Holder's failure to deliver a copy of the registration statement or prospectus
or any amendments or supplements thereto at or prior to the written confirmation
of the sale of such securities to such person in any case where such delivery of
the prospectus or registration statement (as amended or supplemented) is
required by the Act after the Company has furnished the Holder with a sufficient
number of copies of the same. In connection with an underwritten offering, the
Company will indemnify such underwriters, their officers and directors and each
Person who controls such underwriters (within the meaning of the Act) to the
same extent as provided above with respect to the indemnification of the Holders
above.

     3.2 In connection with any registration statement in which the Holders are
participating, the Holders will furnish to the Company in writing such
information and affidavits as the Company reasonably requests for use in
connection with any such registration statement or prospectus and, to the extent
permitted by law, will indemnify the Company, its directors and officers, its
legal counsel and independent accountants, and each Person who controls the
Company (within the meaning of the Act) with respect to which registration,
qualification or compliance has been effected pursuant to this Agreement,
against all losses, claims, damages, liabilities and expenses (or actions in
respect thereof), including any of the foregoing incurred in settlement of
litigation, commenced or threatened, arising out of or based on any untrue
statement or alleged untrue statement of a material fact contained in any
registration statement, prospectus, offering circular, preliminary prospectus or
other document, or any amendment thereof or supplement thereto, incident to any
such registration, qualification or compliance, or based on any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading, and will reimburse the Company, its
directors and officers and controlling Persons, for any legal and any other
expenses reasonably incurred in connection with investigation, preparing or
defending any such claim, loss, damage, action or liability, except insofar as
the same arises out of or is based on any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by an instrument duly executed
by such Holder and stated to be specifically for use therein; provided that the
obligation to indemnify will be several, not joint and several, among the
Holders and the liability of each of the Holders will be in proportion to and
limited to the net amount received by such Holder from the sale the Restricted
Shares pursuant to such registration statement.

     3.3 Any Person entitled to indemnification hereunder will (i) give prompt
written notice to the indemnifying party after such indemnified party has actual
knowledge of any claims as to which indemnity may be sought and (ii) unless in
such indemnified party's reasonable judgment and based on advice of its legal
counsel, a conflict of interest between such indemnified and indemnifying
parties may exist with respect to such claim, shall permit such indemnifying
party to assume the defense of such claim or litigation with counsel reasonably
satisfactory to the indemnified party and the indemnified party may participate
in such defense at such party's own expense, and provided further that the
failure of any indemnified party to give notice as provided herein shall not
relive the indemnifying party of its obligations under this Agreement, except to
the extent, but only to the extent, that the indemnifying party's ability to
defend against such claim or litigation is impaired as a result of such failure
to give notice. If such defense is assumed, the indemnifying party will not be
subject to any liability for any settlement or entry of any judgment


                                       4

<PAGE>

made or consented to by the indemnified party without its consent (but such
consent will not be unreasonably withheld) and which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release of all liability in respect to such claim or
litigation. An indemnifying party who is not entitled to, or elects not to,
assume the defense of a claim will not be obligated to pay the fees and expenses
of more than one counsel for all parties indemnified by such indemnifying party
with respect to such claim, unless in such indemnified party's reasonable
judgment and based on advice of its legal counsel, a conflict of interest
between such indemnified and indemnifying parties may exist with respect to such
claim.

     3.4 The indemnification provided for under this Agreement will remain in
full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling Person of such
indemnified party and will survive the transfer and registration of securities.
The Company also agrees to make such provisions as are reasonably requested by
any indemnified party for contribution to such party in the event the Company's
indemnification is unavailable for any reason.

4. PARTICIPATION IN UNDERWRITTEN REGISTRATION. No Holder may participate in any
registration hereunder which is underwritten unless such Holder (i) agrees to
sell such Holder's Registrable Securities on the basis provided in any
underwriting arrangements approved by the other Holders entitled hereunder to
approve such arrangements and (ii) together with the Company and the other
shareholders participating in the underwritten offering completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.

5. RULE 144 AND 144A. In order to permit the Holders to sell the Registrable
Securities, if they so desire, pursuant to Rule 144 or Rule 144A promulgated by
the Securities and Exchange Commission (the "SEC") (or any successors to such
rules), the Company will use best efforts to comply with all rules and
regulations of the SEC applicable in connection with the use of each of Rule 144
and Rule 144A (or any successors thereto), including the timely filing of all
reports with the SEC and the provision of any information regarding the Company
in order to enable the Holders, if they so elect, to utilize Rule 144 or Rule
144A, and the Company will cause any restrictive legends to be removed and any
transfer restrictions to be rescinded with respect to any sale of the
Registrable Securities that is exempt from registration under the Act pursuant
to Rule 144 or Rule 144A. Upon the request of a Holder, the Company will deliver
to such Holder a written statement verifying that it has complied with such
requirements.

6. TRANSFER OF REGISTRATION RIGHTS. Each Holder may transfer the right to
register the Shares under this Agreement to any ancestor, descendant or any
custodian or trustee for his or her own account to whom the Holder has
transferred any of the Shares, including, but not limited to, any transfer by
the Holder to any of the foregoing parties or other entities for estate planning
purposes.

7. LISTING OF SECURITIES TO BE REGISTERED. In connection with any registration
hereunder, the Company will use its best efforts to list all Registrable
Securities covered by such registration statement on any securities exchange or
quotation system on which any of the securities


                                       5

<PAGE>

of the same class as the Registrable Securities are then listed or quoted.

8. REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following
representations and warranties in connection with the this Agreement:

     8.1 The Company is a corporation duly organized and existing in good
standing under the laws of the State of California. The Company has full
corporate power and authority to carry on its business as now conducted and to
own or lease and operate the properties and assets now owned or leased and
operated by it. The Company is duly qualified to transact business in the State
of California and all states and jurisdictions in which the business or
ownership of its property makes it necessary to so qualify, except for
jurisdictions in which the nature of the property owned or business conducted,
when considered in relation to the absence of serious penalties, renders
qualification as a foreign corporation unnecessary as a practical matter.

     8.2 The transactions contemplated by this Agreement have been duly approved
by the Board of Directors of the Company.

     8.3 The Agreement is valid and binding upon the Company and neither the
execution nor delivery of the Agreement by the Company nor the performance by
the Company of any of its covenants or obligations under the Agreement will
constitute a default under any contract, agreement or obligation to which the
Company is bound. The Agreement is enforceable against the Company in accordance
with their respective terms, subject to bankruptcy, reorganization, insolvency,
fraudulent conveyance, moratorium, receivership or similar laws relating to or
affecting creditors' rights generally. The party executing the Agreement on
behalf of the Company has full power and authority to do so and to bind the
Company under the Agreement.

     8.4 The Restricted Shares, when issued, shall be duly authorized, validly
issued, fully paid and non-assessable.

     8.5 The Company has no obligations to pay any fees, commissions or other
compensation in connection with the transactions contemplated in the Agreement.

9.   MISCELLANEOUS.

     9.1 Cessation of Status as Registrable Securities. As to any particular
Registrable Securities, such securities will cease to be Registrable Securities
when they have (i) been effectively registered under the Act and disposed of in
accordance with the registration statement covering them, (ii) become eligible
for sale pursuant to, and have actually been sold to the public in compliance
with, Rule 144(k) (or any similar provision then in force) under the Act, or
(iii) been otherwise transferred and new certificates for them not bearing any
restrictive legends have been delivered by the Company.

     9.2 No Inconsistent Agreements. The Company will not hereafter enter into,
or permit to exist, any agreement with respect to its securities which is
inconsistent with the rights granted to the Holders in this Agreement, without
their prior unanimous written consent.


                                       6

<PAGE>

     9.3 Remedies. Any Holder having rights under any provision of this
Agreement will be entitled to enforce such rights specifically, to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law.

     9.4 Amendments and Waivers. Except as otherwise provided herein, the
provisions of this Agreement may be amended and the Company may take any action
herein prohibited or omit to perform any act herein required to be performed by
it, only if the Company has obtained the written consent of all of the Holders.

     9.5 Successors and Assigns. All covenants and agreements in this Agreement
by or on behalf of any of the parties hereto will bind and inure to the benefit
of the respective successors and assigns of the parties hereto whether so
expressed or not.

     9.6 Governing Law and Jurisdiction. This Agreement shall be governed and
construed in accordance with the laws of the State of Nevada. Each party to this
Agreement hereby irrevocably agrees that any legal action or proceeding arising
out of or relating to this Agreement or any agreements or transactions
contemplated hereby may be brought in the courts of the State of Nevada or of
the United States of America for the District of Nevada and hereby expressly
submits to the personal jurisdiction and venue of such courts for the purposes
thereof and expressly waives any claim of improper venue and any claim that such
courts are an inconvenient forum. Each party hereby irrevocably consents to the
service of process of any of the aforementioned courts in any such suit, action
or proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to the address set forth in Section 9.10 "Notices," such
service to become effective ten (10) days after such mailing.

     9.7 Entire Agreement. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subjects
hereof.

     9.8 Delays or Omissions. No delay or omission to exercise any right, power
or remedy accruing to the Holders, upon any breach or default of the Company
under this Agreement, shall impair any such right, power or remedy of the
Holders nor shall it be construed to be a waiver of any such breach or default,
or an acquiescence therein, or of or in any similar breach or default thereunder
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of the
Holders of any breach or default under this Agreement or any waiver on the part
of the Holders of any provisions or conditions of this Agreement, must be in
writing and shall be effective only to the extent specifically set forth in such
writing. All remedies, either under this Agreement, or by law or otherwise
afforded to the Holders, shall be cumulative and not alternative.

     9.9 Counterparts. This Agreement may be executed in any number of
counterparts each of which shall be enforceable against the parties actually
executing such counterparts and all of which together shall constitute one
instrument. Any telecopied signature of a party on this Agreement shall be
deemed an original signature of such party for all purposes.

     9.10 Notices. All notices and other communications required or permitted
hereunder shall


                                       7

<PAGE>

be in writing and shall be mailed by registered or certified mail, postage
prepaid or otherwise, delivered by hand or by messenger, or by facsimile,
addressed (i) if to a Holder, to such address as such Holder shall have
furnished to the Company in writing, or (ii) if to the Company, to its principal
executive offices and addressed to the attention of the Chief Executive Officer,
or to such other address as the Company shall have furnished to such Holder in
writing.

     Each such notice or other communication for all purposes for this Agreement
shall be treated as effective, or having been given when delivered, if delivered
personally or by facsimile, or, if sent by mail, at the earlier of its receipt
or seventy-two (72) hours after the same has been deposited in a regularly
maintained receptacle for the deposit of the United States mail, addressed and
mailed as aforesaid.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.

                                        ECOLOGY COATINGS, INC., a Nevada
                                        corporation


                                        By /s/ Adam S. Tracy, Esq.
                                           -------------------------------------
                                           Adam S. Tracy, Esq.
                                           Vice President, General
                                           Counsel and Secretary


                                       8

<PAGE>

                                    EXHIBIT A

                              HOLDER SIGNATURE PAGE


/s/ Jeff W. Holmes
- -------------------------------------
Signature of Holder

                                        ----------------------------------------
                                        Number of Shares of Restricted Stock

Jeff W. Holmes
Name of Holder


/s/ R. Kirk Blosch
- -------------------------------------
Signature of Holder

                                        ----------------------------------------
                                        Number of Shares of Restricted Stock

R. Kirk Blosch
Name of Holder


/s/ Brent W. Schlesinger
- -------------------------------------
Signature of Holder

                                        ----------------------------------------
                                        Number of Shares of Restricted Stock

Brent W. Schlesinger
Name of Holder
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>10
<FILENAME>k16632exv10w6.txt
<DESCRIPTION>CONSULTING AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.6

                              CONSULTING AGREEMENT

     AGREEMENT (the "Agreement") is made and entered into as of July 26, 2007
by and between ECOLOGY COATINGS, INC., a Nevada corporation (the "Company"), and
DMG ADVISORS, LLC, a Nevada limited liability company (the "Consultant").

                                    RECITALS:

     WHEREAS, the Company desires to obtain Consultant's services as set forth
in this Agreement; and

     WHEREAS, Consultant desires to provide such services to the Company for a
fee that will compensate Consultant for time spent for services rendered and
costs advanced by Consultant as contemplated in this Agreement.

     NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and conditions hereinafter set forth, the parties agree as follows:

     1. RETENTION OF CONSULTANT. The Company hereby engages and retains
Consultant and Consultant hereby agrees to use Consultant's best efforts to
render to the Company the consulting services for a period commencing on the
date of this Agreement and terminating on December __, 2008 (eighteen months),
or such additional periods as agreed upon in writing by the parties. This
Agreement may not be terminated by either the Company or Consultant during its
term.

     2. CONSULTANT'S SERVICES. Consultant's services under this Agreement shall
consist of the following:

          2.1 Advise the Company regarding its investor relations program and
initiatives;

          2.2 Facilitate conferences between the Company and members of the
business and financial community;

          2.3 Review and analyze the public securities market for the Company's
securities; and

          2.4 Introduce the Company to broker-dealers and institutions, as
appropriate.

     In rendering its services, Consultant will deal with the CEO or CFO of the
Company.

     3. PAYMENT FOR SERVICES.

          3.1 The Company shall pay Consultant five hundred thousand dollars
($500,000) for the services to be rendered under this Agreement as follows: (i)
two hundred thousand dollars ($200,000) upon execution and (ii) the balance in
equal installments on the first day of each calendar month following the date of
this Agreement until paid in full.
<PAGE>

          3.2 The Company's payments under Paragraph 3.1 above shall be deemed
full and complete consideration for the services to be rendered by Consultant
under this Agreement.

          3.3 The Company will reimburse Consultant for all direct expenses
incurred by Consultant in performing such services. Consultant shall obtain the
approval of the Company prior to incurring any expenses. Consultant will tender
requests for reimbursement to the Company and the Company will make the
reimbursement to Consultant within ten (10) days after its receipt of written
notification.

     4. CONSULTANT'S TIME COMMITMENT. Consultant shall devote such time as
reasonably requested by the Company for consultation, advice and assistance on
matters described in this Agreement and provides the same in such form as the
Company requests. The Company agrees that Consultant shall not be prevented or
barred from rendering services similar or dissimilar in nature for and on behalf
of any person, firm or corporation other than the Company.

     5. NATURE OF SERVICES AND INDEPENDENT CONTRACTOR. The relationship created
under this Agreement is that of Consultant acting as an independent contractor.
The parties acknowledge and agree that Consultant shall have no authority to,
and shall not, bind the Company to any agreement or obligation with any third
party. The parties also acknowledge that Consultant's services will consist in
part of introducing and facilitating the introduction of parties to the Company.
Consultant will not assist in any negotiations between the Company and such
parties. Consultant is not a licensed broker-dealer and will not provide
services as a broker-dealer. Consultant will also not provide legal or
accounting services.

     6. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Consultant shall maintain as
secret and confidential all valuable information heretofore or hereafter
acquired, developed or used by the Company relating to its business, operations,
employees and customers that may give the Company a competitive advantage in its
industry (all such information is hereinafter referred to as "Confidential
Information"). The parties recognize that, by reason of Consultant's duties
under this Agreement, Consultant may acquire Confidential Information.
Consultant recognizes that all such Confidential Information is the property of
the Company. During the term of Consultant's engagement by the Company,
Consultant shall exercise all due and diligent precautions to protect the
integrity of any or all of the Company's documents containing Confidential
Information. In consideration of the Company entering into this Agreement,
Consultant shall not, directly or indirectly, use, publish, disseminate or
otherwise disclose any Confidential Information obtained during Consultant's
engagement by the Company without the prior written consent of the Company. The
parties agree that this Paragraph 6 shall survive the termination of this
Agreement.

     7. COMMUNICATIONS WITH CONSULTANT. Consultant will not independently
conduct a due diligence review of the Company and will, to a great extent, be
relying upon information provided by the Company in rendering services under
this Agreement.

     8. EXCULPATION OF LIABILITY AND INDEMNIFICATION. All decisions with respect
to consultations or services rendered by Consultant for transactions negotiated
for and presented to the Company by Consultant shall be those of the Company,
and Consultant shall have no liability with respect to such decisions. In
connection with the services Consultant renders under this Agreement, the
Company indemnifies and holds Consultant harmless against any and all losses,


                                      -2-

<PAGE>

claims, damages and liabilities and the expense, joint and several, to which
Consultant may become subject and will reimburse Consultant for any legal and
other expenses, including attorney's fees and disbursements incurred by
Consultant in connection with investigating, preparing or defending any actions
commenced or threatened or claim whatsoever, whether or not resulting in the
liability, insofar as such are based upon the information the Company has
supplied to Consultant under this Agreement. In connection with the services
Consultant renders under this Agreement, Consultant indemnifies and holds the
Company harmless against any and all losses, claims, damages and liabilities and
the expense, joint and several, to which Company may become subject and will
reimburse Company for any legal and other expenses, including attorney's fees
and disbursements incurred by the Company in connection with investigating,
preparing or defending any actions commenced or threatened or claim whatsoever,
whether or not resulting in the liability, insofar as such are based upon or in
connection with the services Consultant has rendered under this Agreement.

     9. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof, and
supersedes all prior agreements, arrangements and understandings, written or
oral, relating to the subject matter hereof. No representation, promise, or
inducement has been made by any party that is not embodied in this Agreement,
and no party shall be bound by or liable for any alleged representation, promise
or inducement not so set forth. If any provision of this Agreement shall be
declared void or against public policy, such provision shall be deemed severed
from this Agreement and the remaining provisions shall remain in full force and
effect and unmodified.

     10. ASSIGNMENT. The Consultant may not assign or transfer any or all rights
under this Agreement without written authorization from the Company. The Company
may assign its rights, together with its obligations, hereunder in connection
with any sale, transfer or other disposition of all or substantially all of its
business or assets. In such event, the rights and obligations of the Company
shall be binding on its successors or assigns, whether by merger, consolidation
or acquisition of all or substantially all of the business or assets.

     11. AMENDMENT. This Agreement may be amended, modified, superseded,
canceled, renewed or extended and the terms or covenants hereof may be waived
only by a written instrument executed by all of the parties hereto who are
thereby affected, or in the case of a waiver, by the party waiving compliance.
No waiver by either party of the breach of any term or covenant contained in
this Agreement, whether by conduct or otherwise, in any one or more instances,
shall be deemed to be, or construed as, a further or continuing waiver of any
such breach, or a waiver of the breach of any other term or covenant contained
in this Agreement.

     12. NOTICES. All notices, consents, requests, demands and offers required
or permitted to be given under this Agreement will be in writing and will be
considered properly given or made when personally delivered to the party
entitled thereto, or when mailed by certified United States mail, postage
prepaid, return receipt requested, addressed to the addresses appearing in this
Agreement. A party may change his address by giving notice to the other party to
this Agreement.

     13. COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall be an original, but all of which, taken
together, shall constitute one agreement. It


                                      -3-

<PAGE>

shall not be required that any single counterpart hereof be signed by the
parties, so long as each party signs any counterpart of this Agreement.

     14. GOVERNING LAW. This Agreement shall be governed in all respects and for
all purposes by the laws of the State of Michigan and the Courts of Wayne
County, Michigan shall have exclusive jurisdiction to enforce any order or
award.

     15. ATTORNEYS' FEES. In case of any action or proceeding to compel
compliance with, or for a breach of, any of the terms and conditions of this
Agreement, the prevailing party shall be entitled to recover from the losing
party all costs of such action or proceeding, including, but not limited to,
reasonable attorneys' fees.

               IN WITNESS WHEREOF, the undersigned have executed this Agreement
to be effective as of the day and year first above written.

                                        ECOLOGY COATINGS, INC.


                                        By /s/ Adam S. Tracy, Esq.
                                           -------------------------------------
                                        Its Vice President, General Counsel
                                            and Secretary
                                        Address: 35980 Woodward Avenue
                                        Suite 200
                                        Bloomfield Hills, Michigan 48304


                                        DMG ADVISORS, LLC


                                        By
                                           -------------------------------------

                                        ----------------------------------------
                                        Print Name
                                        Its Manager

                                        Address:
                                                 -------------------------------

                                        ----------------------------------------

                                      -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>11
<FILENAME>k16632exv10w7.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT OF F. THOMAS KROTINE
<TEXT>
<PAGE>

                                                                    Exhibit 10.7

                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT is by and between Ecology Coatings, Inc., a California
corporation (the "Company"), and F. Thomas Krotine (the "Executive") and is
entered to be effective as of October 30, 2006 (the "Effective Date").

                                    RECITALS

     WHEREAS, the Board of Directors of the Company (the "Board") has determined
that it is in the best interests of the Company and its shareholders to assure
that the Company will have the continued employment and dedication of the
Executive; and

     WHEREAS, the Board has further determined that it is desirable to provide
the Executive with compensation and benefits terms which adequately compensate
the Executive for the services he renders to the Company, and, to ensure that
such compensation and benefits are consistent with those of like executives of
other public companies.

                                    AGREEMENT

     Now, therefore, it is hereby agreed as follows:

     1. EMPLOYMENT PERIOD. The term of this Agreement shall commence as of the
Effective Date and shall expire, subject to earlier termination of employment as
hereinafter provided, on October 30, 2008 (the "Employment Period"); provided,
however, that on any day prior to and including November 3, 2008, the Employment
Period may be extended by the Company for an additional year unless prior
thereto either party has given written notice to the other that such party does
not wish to extend the term of this Agreement This Agreement may be terminated
prior to or on the last day of the Employment Period by (i) the Company for
Cause (as defined in Section 3.2 below), (ii) the Executive for Good Reason (as
defined in Section 3.3 below) or (iii) (the "Company" or the "Executive") upon
thirty (30) days written notice given by one party to the other party for any
reason except Death or Disability.

     2. TERMS OF EMPLOYMENT.

          2.1 Position and Duties.

               2.1.1 Position. During the Employment Period, the Executive will
be employed in executive capacities in the positions of President and Chief
Executive Officer of the Company, or in other such positions as designated by
the Board, at its office in, Akron, Ohio, or such other place designated by the
Board.

               2.1.2 Board of Directors. The Executive will become a member of
the Board of Directors of the Company pursuant to the terms and conditions of
this Agreement, it being understood and agreed that the Executive will not
receive any additional compensation for serving as a member of the Board of
Directors of the Company or as a member of the board of directors of any other
company at the Company's request.

<PAGE>

               2.1.3 Duties.

                    2.1.3.1 During the Employment Period, and excluding any
          periods of vacation and sick leave to which the Executive is entitled,
          the Executive will devote his full attention and time to the business
          and affairs of the Company. In the position of President and Chief
          Executive Officer the Executive will supervise the business and
          affairs of the Company and the performance by all of its other
          officers of their respective duties, subject to the control of the
          Board. While acting in any other position, the Executive will
          undertake only such duties and tasks as are appropriate for a person
          in such position. The Executive will report to Richard D. Stromback,
          to such other individual designated by him, or should he fail to
          designate such other individual, the Chairman of the Board. The
          Executive will use his best efforts to perform faithfully and
          efficiently such duties and responsibilities.

                    2.1.3.2 While employed hereunder, the Executive agrees to
          devote all of his business time, attention, skill and efforts to the
          faithful and efficient performance of his duties under this Agreement;
          provided, however, that the Executive may engage in the following
          activities so long as they are approved in advance by the Board and do
          not interfere in any material respect with the performance of
          Executive's duties and responsibilities hereunder: (i) serve on
          corporate, civic or charitable boards or committees and (ii) deliver
          lectures, fulfill speaking engagements or teach on a part-time basis
          at educational institutions.

             2.2 Compensation.


               2.2.1 Base Salary. The Executive shall receive an annual base
salary of One Hundred Sixty Thousand Dollars 00/100 ($160,000.00) from the
Effective Date through October 30, 2008. Thereafter, the Board or the
Compensation Committee of the Board (the "Committee") may review the Executive's
salary and total cash compensation within one hundred twenty (120) days of the
end of each of the Company's fiscal years during the Employment Period to
determine what, if any, increases shall be made thereto. The base salary payable
to the Executive in any given year is hereafter referred to as the "Annual Base
Salary." Any increase in the Annual Base Salary shall not serve to limit or
reduce any other obligation to the Executive under this Agreement. The Annual
Base Salary shall not be reduced after any increase and the term "Annual Base
Salary," as used in this Agreement, shall refer to the Annual Base Salary as
increased. The Annual Base Salary shall in all instances be payable in
twenty-six (26) equal bi-weekly installments.

               2.2.2 Annual Bonus and Option Plans. The Executive shall also be
eligible to participate in any applicable Company bonus plan or program, stock
option, restricted stock or other plan or program in effect immediately prior to
the Effective Date, or put into effect by the Board at any time after the
Effective Date or the Amendment Effective Date.

               2.2.3 Grant of Stock Options. The Company shall issue the
Executive options to purchase that number of shares of its Common Stock that
will equal one percent (1%) of the issued and outstanding shares of Common Stock
plus any shares of Common Stock issuable upon conversion or exercise of
securities convertible into or exercisable to purchase

                                      -2-
<PAGE>

Common Stock (the "Convertible Securities") after completion of its first
Private Placement after the Effective Date of this Agreement. The term "Private
Placement" shall mean an offering or series of offerings for cash totaling at
least $6.0 million by the Company of its Common Stock or Convertible Securities
to third parties who are not officers, directors, employees or consultants in an
offering exempt from the registration requirements of the Securities Act of
1933, as amended. The exercise price of the options shall be equal to the price
of the Common Stock sold in the Private Placement or if the securities sold in
the Private Placement are Convertible Securities, the exercise price will be the
same as the conversion price of the Convertible Securities. The options shall
vest as follows: 25% on the first anniversary of the Effective Date and 75% on
the second anniversary of the Effective Date. The options issued under this
Section 2.2.3 shall have a ten-year term from the date of their issue, and will
be incentive stock options to the extent allowable under the Internal Revenue
Code and non-qualified options as to the balance.

               2.2.4 Incentive, Savings and Retirement Plans. During the
Employment Period, the Executive shall be entitled to participate in all
incentive, savings and retirement plans, practices, policies and programs
applicable generally to other executives of the Company, as the same may be
amended from time to time, but in no event shall such plans, practices, policies
and programs provide the Executive with incentive opportunities, savings
opportunities and retirement benefit opportunities, in each case, less
favorable, in the aggregate, than the most favorable of those provided by the
Company to other executives of the Company; provided, however, the dollar value
awarded Executive in the reasonable discretion of management need not be equal
to that awarded to all other executives.

               2.2.5 Welfare Benefit Plans. During the Employment Period, the
Executive and/or the Executive's family, as the case may be, shall be eligible
for participation in and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Company (including, without
limitation, medical, prescription, dental, disability, salary continuance,
employee life, group life, accidental death and travel accident insurance plans
and programs, collectively referred to in this Section 2.2.5 as the "Welfare
Benefit Plans") to the extent applicable generally to other executives of the
Company, but in no event shall such Welfare Benefit Plans, programs provide the
Executive with benefits which are less favorable, in the aggregate, than the
most favorable of such Welfare Benefit Plans provided generally at any time
after the Effective Date to other executives of the Company. If the Executive
elects to opt out of any or all of the foregoing Welfare Benefit Plans that the
Company offers because Executive has his own coverage in such areas, the Company
will reimburse the Executive for the reasonable cost of such coverage, but only
to the extent that such cost does not exceed cost of the Company providing
coverage under its own Welfare Benefit Plans directly to the Executive.

               2.2.6 Expenses. During the Employment Period, the Executive shall
be entitled to receive prompt reimbursement for all reasonable expenses incurred
by the Executive in the conduct of Company business.

               2.2.7 Vacation. During the Employment Period, the Executive shall
be entitled to paid vacation of four weeks annually and otherwise be in
accordance with the plans, policies, programs and practices of the Company in
all respects as in effect for the Executive during the one hundred twenty (120)
day period immediately preceding the Effective Date or, if

                                      -3-
<PAGE>

more favorable to the Executive, as in effect generally at any time after the
Effective Date with respect to other executives of the Company.

               2.2.8 Automobile Allowance. The Company shall also pay the
Executive an automobile allowance of Five Hundred Dollars 00/100 ($500.00) per
month, or as otherwise increased by the Board or Committee.

               2.2.9 No Management Fees. In no event shall the Executive be
entitled to receive any additional compensation for serving as a member and/or
manager of the Company or any affiliate of the Company.

     3. TERMINATION OF EMPLOYMENT.

          3.1 Death or Disability. The Executive's employment shall terminate
automatically upon the Executive's death during the Employment Period. If the
Company determines in good faith that any Disability of the Executive has
occurred during the Employment Period (pursuant to the definition of Disability
set forth below), it may give to the Executive written notice in accordance with
Section 10.2, of its intention to terminate the Executive's employment. In such
event, the Executive's employment with the Company shall terminate effective on
the thirtieth (30th) day after receipt of such notice by the Executive (the
"Disability Effective Date"), provided that, within the thirty (30) days after
such receipt, the Executive shall not have returned to full-time performance of
the Executive's duties. For purposes of this Agreement, the term "Disability"
shall mean the absence of the Executive from the Executive's duties with the
Company on a full-time basis for one hundred eighty (180) consecutive business
days as a result of incapacity due to mental or physical illness certified by a
physician selected by the Company or its insurers and acceptable to the
Executive or the Executive's legal representative.

          3.2 Cause. The Company may terminate the Executive's employment during
the Employment Period for Cause. For purposes of this Agreement, the term
"Cause" shall mean: (i) the willful and continued failure of the Executive to
perform substantially the Executive's duties with the Company as set forth in
Section 2.1.2, "Duties," (other than any such failure resulting from incapacity
due to physical or mental illness), after a written demand for substantial
performance is delivered to the Executive by the Board, accompanied by a
resolution adopted by the vote of two-thirds (2/3) of the entire Board,
excluding the Executive, at a meeting of the Board held for such purpose, which
resolution specifically identifies the manner in which the Board believes that
the Executive has not substantially performed the Executive's duties and
Executive has not cured any such failure to perform within thirty (30) business
days of such demand; (ii) material violation of any of the Company's policies;
(iii) breach by the Executive of his obligations under this Agreement; or (iv)
if the Executive is charged with illegal conduct by a governmental body or
regulatory authority, or has engaged in gross misconduct that is materially
injurious to the Company as determined by a resolution adopted by the vote of
three-fourths (3/4) of the entire Board, excluding the Executive, at a meeting
of the Board held for such purpose, which resolution specifically identifies the
alleged illegal conduct or gross misconduct. For purposes of this provision, no
act or failure to act, on the part of the Executive, shall be considered
"willful" unless it is done, or omitted to be done, by the Executive in bad
faith. The vote of the Board on the resolutions contemplated in (i) and (iv) of
this Section 3.2 will not be

                                      -4-
<PAGE>

taken until after written notice of not less than five (5) business days to the
Executive of the meeting and an opportunity for Executive to be heard before the
Board at such meeting.

          3.3 Good Reason. The Executive may terminate his employment for Good
Reason at any time within ninety (90) days after the Executive first has actual
knowledge of the occurrence of such Good Reason. For purposes of this Agreement,
the term "Good Reason" shall mean:

               3.3.1 the assignment to the Executive of any duties that are not
consistent with the duties set forth in Section 2.1.2, "Duties," or any other
action by the Company that results in a material diminution in any of the
Executive's positions as set forth in Section 2.1.1, "Position," or in the
Executive's authority, duties or responsibilities, excluding for this purpose an
isolated, insubstantial 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;

               3.3.2 any failure by the Company to comply with any of the
provisions of Section 2.2, "Compensation," other than an isolated, insubstantial
and inadvertent failure not occurring in bad faith and which is remedied by the
Company promptly after receipt of notice thereof given by the Executive;

               3.3.3 the Company's requiring the Executive, without the
Executive's consent and full agreement, to be based at any office other than in
the Akron, Ohio metropolitan area or a position other than as provided in
Section 2.1.1;

               3.3.4 any purported termination by the Company of the Executive's
employment otherwise than as expressly permitted by this Agreement;

               3.3.5 any action taken by the Company or its Board of Directors
in connection with a "Change in Control," as defined in Section 4.5, "Change in
Control," that results in the Executive being removed as the President or Chief
Executive Officer of the Company without the Executive's consent; or

               3.3.6 any failure by the Company to comply with and satisfy
Section 9.3.

          3.4 Notice of Termination. Any termination by the Company for Cause,
or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 10.2 of
this Agreement. For purposes of this Agreement, the term "Notice of Termination"
means a written notice that:

               3.4.1 indicates the specific termination provision in this
Agreement relied upon;

               3.4.2 to the extent applicable, sets forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated; and

                                      -5-
<PAGE>

               3.4.3 if the Date of Termination (as defined below) is other than
the date of receipt of such notice, specifies the termination date, which date
shall be not more than thirty (30) days after the giving of such notice. The
failure by the Executive or the Company to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of Good
Reason or Cause shall not waive any right of the Executive or the Company,
respectively, hereunder or preclude the Executive or the Company, respectively,
from asserting such fact or circumstance in enforcing the rights of the
Executive or the Company under this Agreement.

          3.5 Date of Termination. The term "Date of Termination" means:

               3.5.1 if the Executive's employment is terminated by the Company
for Cause, or by the Executive for Good Reason, the date of receipt of the
Notice of Termination or any later date specified therein, as the case may be;

               3.5.2 if the Executive's employment is terminated by the Company
other than for Cause or Disability, the date on which the Company notifies the
Executive of such termination; and

               3.5.3 if the Executive's employment is terminated by reason of
death or Disability, the date of death of the Executive or the Disability
Effective Date, as the case may be.

          3.6 Resignation as Director. If the Executive's employment under this
Agreement is terminated for any reason, the Executive shall resign as a director
of the Company and as a director, member and/or manager of all affiliates of the
Company of which Executive is a director, member and/or manager. Such
resignation will be effective (i) in the case of a termination by the Executive
pursuant to Section 1, "Employment Agreement," or Section 3, "Termination of
Employment," on the date the Executive delivers the relevant Notice of
Termination in accordance with such Sections; (ii) in the case of a termination
by the Company, on the date Executive receives the relevant Notice of
Termination; and (iii) in the case of a termination for any other reason, no
later than the relevant Termination Date.

     4. OBLIGATIONS OF THE COMPANY UPON TERMINATION.

          4.1 Termination for Good Reason, Other Than for Cause, Death or
Disability. If, during the Employment Period, the Company shall terminate the
Executive's employment other than for Cause, Death or Disability, or the
Executive shall terminate employment for Good Reason, the Company shall pay to
the Executive, or Executive's beneficiary as designated by him in writing to the
Company, within thirty (30) days after the Date of Termination the aggregate of
the amounts set forth in Section 4.1.2 through Section 4.1.6 in a lump sum in
cash and shall pay the amounts due under Section 4.1.1 and Section 4.1.7 as
provided in those Sections:

               4.1.1 the amount of Annual Base Salary compensation that would be
payable to the Executive over a twenty-four (24) month period, provided that the
Company will pay such amount to the Executive over the period that the
compensation would have been due had the termination not occurred;

                                      -6-
<PAGE>

               4.1.2 any declared and accrued, but as of then unpaid, bonus or
stock options grant (whether or not vested) to which the Executive would have
received but for such termination. Additionally, any stock options owned or
granted shall be deemed immediately vested, not forfeitable, and shall be the
property of Executive, exercisable according to their terms for the balance of
the term of years of the options;

               4.1.3 any accrued vacation pay;

               4.1.4 any amounts payable pursuant to the Company's Defined
Benefit Pension Plan, 401(k) plan, including such amounts which would have
accrued (whether or not vested) if the Executive's employment had continued
after the Date of Termination for the period then remaining under this
Agreement, as it may have been renewed as provided for in Section 1, "Employment
Period";

               4.1.5 any other amounts or benefits required to be paid or
provided or which the Executive is eligible to receive under any plan, program,
policy or practice or contract or agreement of the Company (such other amounts
and benefits shall be referred to as the "Other Benefits");

               4.1.6 for the remaining term of this Agreement, as it may have
been renewed pursuant to Section 1, "Employment Period," or such longer period
as may be provided by the terms of the appropriate plan, program, practice or
policy, the Company shall continue benefits to the Executive and/or the
Executive's family at least equal to those which would have been provided to
them in accordance with Section 2.2.5, "Welfare Benefit Plans," of this
Agreement if the Executive's employment had not been terminated or, if more
favorable to the Executive, as in effect generally at any time thereafter with
respect to other executives of the Company and their families; provided,
however, that if the Executive becomes re-employed with another employer and is
eligible to receive medical or other welfare benefits under another
employer-provided plan, the medical and other welfare benefits described herein
shall be secondary to those provided under such other plan during such
applicable period of eligibility, and for purposes of determining eligibility
(but not the time of commencement of benefits) of the Executive for retiree
benefits pursuant to such plans, practices, programs and policies, the Executive
shall be considered to have remained employed for the remaining term of this
Agreement, as it may have been renewed pursuant to Section 1, "Employment
Period," and to have retired on the last day of such period.

          4.2 Death. If the Executive's employment is terminated by reason of
the Executive's death during the Employment Period, this Agreement shall
terminate without further obligations to the Executive's legal representatives
under this Agreement, other than for (i) payment of any death benefit
compensation under other contracts; (ii) payment of the amounts due under the
term life insurance policy described in Section 2.2.4, "Incentive Savings and
Retirement Plans"; (iii) full vesting and non-forfeiture of stock options
granted to Executive; and (iv) the timely payment or provision of Other
Benefits. Such amounts shall be paid to the Executive's estate or beneficiary,
as applicable, in a lump sum in cash within thirty (30) days of the Date of
Termination. The term "Other Benefits" as utilized in this Section 4.2 shall
include, without limitation, and the Executive's estate and/or beneficiaries
shall be entitled to receive, benefits at least equal to the most favorable
benefits provided by the Company to the estates and

                                      -7-
<PAGE>

beneficiaries of other executives of the Company under such plans, programs,
practices and policies relating to death benefits, if any, as in effect with
respect to other executives and their beneficiaries at any time during the one
hundred twenty (120) day period immediately preceding the Effective Date or, if
more favorable to the Executive's estate and/or the Executive's beneficiaries,
as in effect on the date of the Executive's death with respect to other
executives of the Company and their beneficiaries.

          4.3 Disability. If the Executive's employment is terminated by reason
of the Executive's Disability under Section 3.1, "Death or Disability," during
the Employment Period, this Agreement shall terminate without further
obligations to the Company, other than for the timely payment or provision of
(i) Base Salary through the Termination Date; (ii) accrued bonus through the
Termination Date; (iii) payment of pension, 401(k), and Other Disability
Benefits; (iv) full vesting and non-forfeiture of stock options; and (v) the
receipt of fully-paid Welfare Benefit Plans under Section 2.2.5, "Welfare
Benefit Plans," for the balance of the term of this Agreement. In addition,
Executive shall be paid for the term of this Agreement at regular pay periods
that amount equal to the difference between his Annual Base Salary and the
disability insurance payment received by the disabled Executive under the
Company's disability insurance program. The term "Other Benefits" as utilized in
this Section 4.3 shall include, and the Executive shall be entitled after the
Disability Effective Date to receive, disability and other benefits at least
equal to the most favorable of those generally provided by the Company to
disabled executives and/or their families in accordance with such plans,
programs, practices and policies relating to disability, if any, as in effect
generally with respect to other executives and their families at any time during
the one hundred twenty (120) day period immediately preceding the Effective Date
or, if more favorable to the Executive and/or the Executive's family, as in
effect at any time thereafter generally with respect to other executives of the
Company and their families.

          4.4 Termination by the Company for Cause; and Termination by the
Executive far Other than far Good Reason. If the Executive's employment shall be
terminated for Cause during the Employment Period, this Agreement shall
terminate without further obligations to the Company other than the obligation
to pay to the Executive: (i) the Annual Base Salary through the Date of
Termination; (ii) the amount of any compensation previously deferred by the
Executive; and (iii) Other Benefits under Sections 4.2, "Death," and Section
4.3, "Disability," in each case to the extent therefore unpaid. If the Executive
voluntarily terminates employment during the Employment Period, excluding a
termination for Good Reason by the Executive, this Agreement shall terminate
without further obligations to the Company, other than for items (i), (ii) and
(iii) of this paragraph, accrued but unpaid vacation leave, and the timely
payment or provision of Other Benefits. In such case, all accrued obligations
shall be paid to the Executive in a lump sum in cash within thirty (30) days of
the Date of Termination. A termination of the Executive by the Company for Cause
or a termination by the Executive for other than Good Reason shall not affect
the status of any vested stock options.

          4.5 Change in Control. If, during the term of this Agreement and
within one year after a "Change in Control," as defined below, the Company shall
terminate the Executive's employment other than for Cause, Death or Disability
or the Executive shall terminate employment for Good Reason, the Company shall
(i) pay to the Executive the amount of compensation that would have been payable
to the Executive over the period then remaining

                                      -8-
<PAGE>

under this Agreement and on the same schedule as such payments would have been
due had the termination not occurred, provided that the Company shall pay the
Executive for a minimum of twenty-four (24) months on this basis; and (ii) cause
all stock options issued to the Executive that have not vested as of the
termination to be immediately vested.

               4.5.1 The term "Change in Control" shall mean an event or the
last of a series of related events by which:

               4.5.2 the Company merges or consolidates with or into another
entity or completes any other corporate reorganization, if more than fifty
percent (50%) of the combined voting power of the continuing or surviving
entity's securities outstanding immediately after such merger, consolidation or
other reorganization is owned by persons who were not stockholders of the
Company immediately prior to such merger, consolidation or other reorganization;
or

               4.5.3 the Company sells, transfers or otherwise disposes of all
or substantially all of the consolidated assets of the Company or its
subsidiaries and the Company does not own stock in the purchaser or purchasers
having more than fifty percent (50%) of the voting power in elections for
directors; or

               4.5.4 the composition of the Board changes, as a result of which
fewer than one half of the incumbent directors are directors who either:

                    (i) had been directors of the Company twenty-four (24)
          months prior to such change; or

                    (ii) were elected, or nominated for election, to the Board
          with the affirmative votes of at least a majority of the directors who
          had been directors of the Company twenty-four (24) months prior to
          such change and who were still in office at the time of the election
          or nomination.

A transaction shall not constitute a Change of Control if (i) its sole purpose
is to change the state of the Company's incorporation or to create a holding
company that will be owned in substantially the same proportions by the Persons
who held the Company's securities immediately before such transaction or (ii)
the Company acquires another corporation or entity through the purchase or other
acquisition of control of the voting stock or assets of such corporation or
entity; or


               4.5.5 any Person acquires direct or indirect beneficial ownership
of more than thirty-three percent (33%) of the voting power of the Company,
whether in a single transaction or a series of transactions.

               4.5.6 As used in this Agreement, a "Person" means any "person,"
as that term is used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended, together with all of that person's "affiliates" and
"associates," as those terms are defined in Rule 12b-2 of such Act.

                                      -9-
<PAGE>

          4.6 Life Insurance and Health Plan Coverage. If, during the term of
this Agreement, the Executive's employment terminates for any reason other than
for Cause, the Company shall provide the Executive coverage for a continuation
period beginning on the Effective Date and ending on the earlier of (i) balance
of the Employment Period plus six months, but not more than a total of two (2)
years; or (ii) the date of the Executive's death. During the Continuation
Period, the Executive (and, where applicable, the Executive's dependents) shall
be entitled to continue participation in the group term life insurance plan and
in the health care plan for employees maintained by the Company as if the
Employee were still an employee of the Company. The coverage provided under this
Section 4.6. shall run concurrently with and shall be offset against any
continuation coverage under Part 6 of Title I of the Employee Retirement Income
Security Act of 1974, as amended. Where applicable, the Executive's compensation
for purposes of such plans shall be deemed to be equal to the Executive's
compensation (as defined in such plans) in effect on the date of the employment
termination. To the extent that the Company finds it undesirable to cover the
Executive under the group life insurance and health plans of the Company, the
Company shall provide the Executive (at its own expense) with the same level of
coverage under individual policies or if the Executive has elected to provide
his own coverage under the foregoing plans as contemplated by Section 2.2.5,
"Welfare Benefit Plans," the Company will reimburse the Executive for the cost
of such coverage for the same term provided in the first sentence of this
Section 4.6 and at the same rate as the Company had done prior to the
termination.

     5. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any plan, program,
policy or practice provided by the Company and for which the Executive may
qualify, nor, subject to Section 4, "Obligations of the Company Upon
Termination," shall anything herein limit or otherwise affect such rights as the
Executive may have under any other contract or agreement with the Company.
Amounts which are vested benefits or which the Executive is otherwise entitled
to receive under any plan, policy, practice or program of or any contract or
agreement with the Company at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement. Executive is
currently a party to, and in the future may be a party to other, employment
arrangements, agreements, and incentive plans, including but not limited to, a
death benefit plan, stock option agreements, and a change of control agreement.
This Agreement shall not supersede any of the terms or conditions of such other
agreements. To the extent of any inconsistency in these agreements, the
agreements shall be interpreted and applied in the way to confer upon the
Executive the greatest benefits. The agreements shall be read and applied
consistent with each other, but in the event of a conflict, the terms most
favorable to the Executive will be applied from the various provisions of the
agreements in the aggregate.

     6. FULL SETTLEMENT; LEGAL FEES. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall be subject to any set-off, counterclaim, recoupment, defense or
other claim, right or action that the Company may have against the Executive. In
no event shall the Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to the Executive under
any of the provisions of this Agreement and except as specifically provided in
Section 4.1.6, such amounts shall not be reduced whether or not the Executive
obtains other employment. Provided that the Executive is the prevailing party,
the Company will

                                      -10-
<PAGE>

reimburse the Executive to the full extent permitted by law, all legal fees and
expenses that the Executive may reasonably incur as a result of any contest by
the Company, the Executive or others of the validity or enforceability of, or
liability or entitlement under, any provision of this Agreement or any guarantee
of performance thereof (whether such contest is between the Company and the
Executive or between either of them and any third party, and including as a
result of any contest by the Executive about the amount of any payment pursuant
to this Agreement), plus in each case interest on any delayed payment at the
applicable Federal rate ("Applicable Federal Rate") provided for in Section
7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code").

     7. CONFIDENTIAL INFORMATION; NONCOMPETITION.

          7.1 Nondisclosure. The Executive shall hold in fiduciary capacity for
the benefit of the Company all secret, proprietary or Confidential Information,
knowledge or data relating to the Company and its businesses, which shall have
been obtained by the Executive during the Executive's employment by the Company.
During the period the Executive is employed with the Company, and after
termination of the Executive's employment with the Company, the Executive shall
not, without the prior written consent of the Company or as may otherwise be
required by law or legal process, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those designated by it.
The restrictions set forth in this Section 7 will not apply to information which
is generally known to the public or in the trade, unless such knowledge results
from an unauthorized disclosure by the Executive or representatives of the
Executive in violation of this Agreement. This exception will not affect the
application of any other provisions of this Agreement to such information in
accordance with the terms of such provision. All documents and tangible things
embodying or containing Confidential Information are the Company's exclusive
property. The Executive will protect the confidentiality of their content and
will return all copies, facsimiles and specimens of them and any other form of
Confidential Information in the Executive's possession, custody or control to
the Company before leaving the employment with the Company.

          7.2 Definition of Confidential Information. The term "Confidential
Information" includes all information of any nature and in any form which at the
time or times concerned is not generally known to the public, other than by act
or acts of an employee not authorized by Company to disclose such information,
and which relates to any one or more of the aspects of the present and past
business of Company or any of its predecessors, including, but not limited to,
patents and patent applications, inventions and improvements, whether patentable
or not, development projects, policies, processes, formulas, techniques,
know-how and other facts relating to sales, advertising, franchising,
promotions, financial matters, customers, customer lists, customer purchases or
requirements, licenses or trade secrets.

          7.3 Competition. During the term of the Executive's employment with
the Company, and for the period during which he receives compensation from the
Company under Section 4.1.1 after the termination of his employment with the
Company, the Executive will not, directly or indirectly, engage, participate or
invest in or be employed by any business anywhere in the world which:

                                      -11-
<PAGE>

               7.3.1 develops or manufactures products that are competitive with
or similar to products developed or manufactured by the Company; or

               7.3.2 distributes, markets or otherwise sells products
manufactured by others which are competitive with or similar to products
distributed, marketed or sold by the Company; or provides services which are
competitive with or similar to services provided by the Company, including, in
each case, any products or services the Company has under development or which
are the subject of active planning at any time during the term of the Executives
employment.

          The foregoing restriction shall apply regardless of the capacity in
which the Executive engages or engaged, participates or participated, or invests
or invested in or is employed by a given business, whether as owner, partner,
shareholder, consultant, agent, Executive, co-venturer or otherwise. In
addition, during the term of the Executive's employment with the Company, and
for a period of twelve (12) months thereafter, the Executive will not, directly
or indirectly, without the prior written consent of the Company, solicit for
hire with any business any person who is employed by the Company at such time or
was employed by the Company within the preceding twelve (12) months. The
provisions of this Section 7 shall not prevent the Executive from acquiring or
holding publicly traded stock or other publicly traded securities of a business,
so long as the Executive's ownership does not exceed ten percent (10%) of the
outstanding securities of such company of the same class as those held by the
Executive or from engaging in any activity or having an ownership interest in
any business that is reviewed by the Board. The Executive understands that the
restrictions set out in this Section 7 are intended to protect the Company's
interest in its secret, proprietary or Confidential Information and established
customer relationships and goodwill, and agrees that such restrictions are
reasonable and appropriate for this purpose.

          7.4 Damages. The Executive agrees that it would be difficult to
measure any damages caused to the Company which might result from any breach by
the Executive of the promises set forth in this Agreement, and that in any event
money damages would be an inadequate remedy for any such breach. Accordingly,
the Executive agrees that in the case of breach, or proposed breach, of any
portion of this Agreement, the Company shall be entitled, in addition to all
other remedies that it may have, to an injunction or other appropriate equitable
relief to restrain any such breach without showing or proving any actual damage
to the Company.

     8. DISPUTE RESOLUTION. If there shall be any dispute between the Company
and the Executive (i) in the event of any termination of the Executive's
employment by the Company, provided such termination was not for Cause, or (ii)
otherwise arising out of this Agreement, the dispute will be resolved in
accordance with the dispute resolution procedures set forth in Exhibit A
attached to this Agreement, the provisions of which are incorporated as a part
of this Agreement, and the parties of this Agreement agree that such dispute
resolution procedures will be the exclusive method for resolution of disputes
under this Agreement; provided, however, that (a) either party may seek
preliminary judicial relief if, in such party's judgment, such action is
necessary to avoid irreparable injury during the pendency of such procedures,
and (b) nothing in Exhibit A will prevent either party from exercising the
rights of termination set forth in this Agreement. IT IS EXPRESSLY UNDERSTOOD
THAT BY

                                      -12-
<PAGE>

SIGNING THIS AGREEMENT, WHICH INCORPORATES BINDING ARBITRATION, THE COMPANY AND
EXECUTIVE AGREE, EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE IN SECTION 7,
"CONFIDENTIAL INFORMATION; NONCOMPETITION," AND THIS SECTION 8, TO WAIVE COURT
OR JURY TRIAL AND TO WAIVE PUNITIVE, STATUTORY, CONSEQUENTIAL, AND ANY DAMAGES,
OTHER THAN COMPENSATORY DAMAGES.

     9. SUCCESSORS.

          9.1 This Agreement is personal to the Executive and without the prior
written consent of the Company shall not be assigned by the Executive otherwise
than by will or the laws of descent and distribution. This Agreement shall inure
to the benefit of and be enforceable by the Executive's legal representatives.

          9.2 This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.

          9.3 The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, the term "Company" shall mean the
Company as defined above and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

     10. MISCELLANEOUS.

          10.1 This Agreement shall be governed by and construed in accordance
with the laws of the State of Ohio, without reference to principles of conflict
of laws. The captions of this Agreement are set forth for convenience only and
shall have no separate force or effect. This Agreement may not be amended or
modified otherwise than by a written agreement executed by the parties hereto or
their respective successors and legal representatives.

          10.2 All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

                     If to the Executive:

                     Thomas Krotine
                     17441 Hawksview Lane
                     Chagrin Falls, Ohio  44023

                                      -13-
<PAGE>

                     If to the Company:

                     Ecology Coatings, Inc.
                     ATTN: Chairman
                     ___________________________
                     ___________________________

                     With a copy to:

                     Chairman - Compensation Committee
                     of the Board of Directors
                     c/o Ecology Coatings, Inc.
                     ___________________________
                     ___________________________

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

          10.3 The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

          10.4 The Company may withhold from any amounts payable under this
Agreement such Federal, state, local or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

          10.5 The failure of the Executive or the Company to insist upon strict
compliance with any provision hereof or any other provision of this Agreement or
the failure to assert any right the Executive or the Company may have hereunder,
including, without limitation, shall not be deemed to be a waiver of such
provision or right or any other provision or right of this Agreement, except
that if the Executive chooses to terminate employment for Good Reason pursuant
to Section 3.3, "Good Reason," and complies with the provisions of Section 3,
"Termination of Employment," the Executive shall only be entitled to
compensation and benefits applicable to such event of termination.

                                      -14-
<PAGE>

          IN WITNESS WHEREOF, pursuant to the authorization from its
Compensation Committee and Board of Directors, the Company has caused this
Agreement to be executed in its name on its behalf, as of the dates first above
written.

                                    COMPANY:

                                    ECOLOGY COATINGS, INC.

                                    By: /s/ Richard D. Stromback
                                        ------------------------
                                        Richard D. Stromback
                                    Title: Chairman

                                    EXECUTIVE:

                                          /s/  F. Thomas Krotine
                                    ------------------------------------
                                    F. Thomas Krotine

                                      -15-
<PAGE>

                                    EXHIBIT A

                          DISPUTE RESOLUTION PROCEDURES

     1. If a controversy arises that is covered by Section 8, "Dispute
Resolution," of the Agreement, then not later than twelve (12) months from the
date of the event that is the subject of dispute either party may serve on the
other a written notice specifying the existence of such controversy and setting
forth in reasonably specific detail the grounds of the notice ("Notice of
Controversy"); provided that, in any event, the other party will have at least
thirty (30) days from and after the date of the Notice of Controversy to serve a
written notice of any counterclaim ("Notice of Counterclaim"). The Notice of
Counterclaim will specify the claim or claims in reasonably specific detail. If
the Notice of Controversy or the Notice of Counterclaim, as the case may be, is
not served within the applicable period, the claim set forth therein will be
deemed to have been waived, abandoned and rendered unenforceable.

     2. For a three (3) week period following receipt of the Notice of
Controversy or the Notice of Counterclaim, as the case may be, the parties will
make a good faith effort to resolve the dispute through negotiation ("Period of
Negotiation"). Neither party will take any action during the Period of
Negotiation to initiate arbitration proceedings.

     3. If the parties agree during the Period of Negotiation to mediate the
dispute, then the Period of Negotiation will be extended by an amount of time to
be agreed upon by the parties to permit such mediation. In no event, however,
may the Period of Negotiation be extended by more than five weeks or, stated
differently, in no event may the Period of Negotiation be extended to encompass
more than a total of eight weeks.

     4. If the parties agree to mediate the dispute but are thereafter unable to
agree within a week on the format and procedures for the mediation, then the
effort to mediate will cease, and the period of Negotiation will terminate four
weeks from the Notice of Controversy or the Notice of Counterclaim, as the case
may be.

     5. Following the termination of the Period of Negotiation, the dispute,
including the main claim and counterclaim, if any, will be settled by
arbitration, governed by the Federal Arbitration Act, 9 U.S.C. Section 1 et seq.
("FAA"), and judgment upon the award may be entered in any court having
jurisdiction. The format and procedures of the arbitration are set forth below
(referred to below as the "Arbitration Agreement").

     6. A notice of intention to arbitrate ("Notice of Arbitration") will be
served within forty-five (45) days of the termination of the Period of
Negotiation. If the Notice of Arbitration is not served within this period, the
claim set forth in the Notice of Controversy or the Notice of Counterclaim, as
the case may be, will be deemed to have been waived, abandoned and rendered
unenforceable.

     7. The arbitration, including the Notice of Arbitration, will be governed
by the Commercial Rules of the American Arbitration Association ("AAA") in
effect on the date of the Notice of Arbitration, except that the terms of this
Arbitration Agreement will control in the

<PAGE>

event of any difference or conflict between such Rules and the terms of this
Arbitration Agreement.

     8. The arbitrator will reach a decision on the merits on the basis of
applicable legal principles as embodied in the law of the State of Ohio. The
arbitration hearing will take place in Cleveland, Ohio.

     9. There will be one arbitrator, regardless of the amount in controversy.
The arbitrator selected, in order to be eligible to serve, will be a lawyer in
Cleveland, Ohio with at least fifteen (15) years experience specializing in
either general commercial litigation or general corporate and commercial
matters. In the event the parties cannot agree on a mutually acceptable single
arbitrator from the list submitted by the AAA, the AAA will appoint the
arbitrator who will meet the foregoing criteria.

     10. At the time of appointment and as a condition of the appointment, the
arbitrator will be apprised of the time limitations and other provisions of this
Arbitration Agreement and will indicate such dispute resolver's agreement to the
Tribunal Administrator to comply with such provisions and time limitations.

     11. During the thirty (30) day period following appointment of the
arbitrator, either party may serve on the other a request for limited numbers of
documents directly related to the dispute. Such documents will be produced
within seven (7) days of the request.

     12. Following the thirty-day period of document production, there will be a
forty-five (45) day period during which limited depositions will be permissible.
Neither party will take more than five (5) depositions, and no deposition will
exceed three (3) hours of direct testimony.

     13. Disputes as to discovery or pre-hearing matters of a procedural nature
will be promptly submitted to the arbitrator pursuant to telephone conference
call or otherwise. The arbitrator will make every effort to render a ruling on
such interim matters at the time of the hearing (or conference call) or within
five (5) business days thereafter.

     14. Following the period of depositions, the arbitration hearing will
promptly commence. The arbitrator will make every effort to commence the hearing
within thirty (30) days of the conclusion of the deposition period and, in
addition, will make every effort to conduct the hearing on consecutive business
days to conclusion.

     15. An award will be rendered, at the latest, within nine (9) months of the
date of the Notice of Arbitration and within thirty (30) days of the close of
the arbitration hearing. The award will set forth the grounds for the decision
(findings of fact and conclusions of law) in reasonably specific detail. The
award will be final and nonappealable except as provided in the FAA and except
that a court of competent jurisdiction will have the power to review whether, as
a matter of law, based upon the findings of fact by the arbitrator, the award
should be confirmed or should be modified or vacated in order to correct any
errors of law made by the arbitrator. Such judicial review will be limited to
issues of law, and the parties agree that the findings of fact made by the
arbitrator will be final and binding on the parties and will serve as the facts
to be relied upon by the court in determining the extent to which the award
should be confirmed, modified or vacated.

                                      -2-
<PAGE>

     The award may only be made for compensatory damages, and if any other
damages (whether exemplary, punitive, consequential, statutory or other) are
included, the award will be vacated and remanded, or modified or corrected, as
appropriate to promote this damage limitation.

                                      -3-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>12
<FILENAME>k16632exv10w8.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT OF ADAM S. TRACY
<TEXT>
<PAGE>

                                                                    Exhibit 10.8

                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT is by and between ECOLOGY COATINGS, INC., a California
corporation (the "Company"), and ADAM S. TRACY (the "Executive") and is entered
to be effective as of November 1, 2006 (the "Effective Date").

                                    RECITALS

     WHEREAS, the Board of Directors of the Company (the "Board") has determined
that it is in the best interests of the Company and its shareholders to assure
that the Company will have the continued employment and dedication of the
Executive; and

     WHEREAS, the Board has further determined that it is desirable to provide
the Executive with compensation and benefits terms which adequately compensate
the Executive for the services he renders to the Company, and, to ensure that
such compensation and benefits are consistent with those of like executives of
other public companies.

                                    AGREEMENT

     Now, therefore, it is hereby agreed as follows:

     1. EMPLOYMENT PERIOD. The term of this Agreement shall commence as of the
Effective Date and shall expire, subject to earlier termination of employment as
hereinafter provided, on November 1, 2008 (the "Employment Period"); provided,
however, that on any day prior to and including November 1, 2008, the Employment
Period may be extended by the Company for an additional year by written notice
to the Executive. This Agreement may be terminated prior to or on the last day
of the Employment Period by (i) the Company for Cause (as defined in Section 3.2
below), (ii) the Executive for Good Reason (as defined in Section 3.3 below) or
(iii) the Company or the Executive upon thirty (30) days written notice given by
one party to the other party for any reason except Death or Disability.

     2. TERMS OF EMPLOYMENT.

          2.1 Position and Duties.

               2.1.1 Position. During the Employment Period, the Executive will
be employed in an executive capacity in the position of a Vice President of the
Company, or in other such position as designated by the Board, at its office in
Bloomfield Hills, Michigan or such other place designated by the Board.

               2.1.2 Duties.

                    2.1.2.1 During the Employment Period, and excluding any
periods of vacation and sick leave to which the Executive is entitled, the
Executive will devote his full attention and time to the business and affairs of
the Company. In the position of a Vice President the Executive will report to,
and undertake such duties, tasks and responsibilities as are assigned to him by,
the Chairman or other party designated by the Chairman, or should he fail to
<PAGE>

designate such other individual, to the Board. The Executive will use his best
efforts to perform faithfully and efficiently such duties, tasks and
responsibilities.

                    2.1.2.2 While employed hereunder, the Executive agrees to
devote all of his business time, attention, skill and efforts to the faithful
and efficient performance of his duties under this Agreement; provided, however,
that the Executive may engage in the following activities so long as they are
approved in advance by the Board and do not interfere in any material respect
with the performance of Executive's duties and responsibilities hereunder: (i)
serve on corporate, civic or charitable boards or committees and (ii) deliver
lectures, fulfill speaking engagements or teach on a part-time basis at
educational institutions.

          2.2 Compensation.

               2.2.1 Base Salary. The Executive shall receive an annual base
salary of One Hundred thousand dollars 00/100 ($100,000.00) from the Effective
Date through November 1, 2008. Thereafter, the Board or the Compensation
Committee of the Board (the "Committee") may review the Executive's salary and
total cash compensation within one hundred twenty (120) days of the end of each
of the Company's fiscal years during the Employment Period to determine what, if
any, increases shall be made thereto. The base salary payable to the Executive
in any given year is hereafter referred to as the "Annual Base Salary." Any
increase in the Annual Base Salary shall not serve to limit or reduce any other
obligation to the Executive under this Agreement. The Annual Base Salary shall
not be reduced after any increase and the term "Annual Base Salary," as used in
this Agreement, shall refer to the Annual Base Salary as increased. The Annual
Base Salary shall in all instances be payable in twenty-four (24) equal
semi-monthly installments.

               2.2.2 Annual Bonus and Option Plans. The Executive shall also be
eligible to participate in any applicable Company bonus plan or program, stock
option, restricted stock or other plan or program in effect immediately prior to
the Effective Date, or put into effect by the Board at any time after the
Effective Date or the Amendment Effective Date.

               2.2.3 Grant of Stock Options. The Company shall issue the
Executive options to purchase one hundred fifty thousand (150,000) shares of the
Company's common stock after completion of its first private placement to
investors after the Effective Date of this Agreement. The exercise price of the
options shall be equal to the price of the common stock sold in the private
placement. The options shall vest as follows: 100% on the second anniversary of
the Effective Date. The options issued under this Section 2.2.3 have a ten-year
term from the date of their issue, and will be incentive stock options to the
extent allowable under the Internal Revenue Code and non-qualified options as to
the balance.

               2.2.4 Incentive, Savings and Retirement Plans. During the
Employment Period, the Executive shall be entitled to participate in all
incentive, savings and retirement plans, practices, policies and programs
applicable generally to other executives of the Company, as the same may be
amended from time to time, but in no event shall such plans, practices, policies
and programs provide the Executive with incentive opportunities, savings
opportunities and retirement benefit opportunities, in each case, less
favorable, in the aggregate, than the most favorable of those provided by the
Company to other executives of the Company; provided,


                                       -2-

<PAGE>

however, the dollar value awarded Executive in the reasonable discretion of
management need not be equal to that awarded to all other executives.

               2.2.5 Welfare Benefit Plans. During the Employment Period, the
Executive and/or the Executive's family, as the case may be, shall be eligible
for participation in and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Company (including, without
limitation, medical, prescription, dental, disability, salary continuance,
employee life, group life, accidental death and travel accident insurance plans
and programs, collectively referred to in this Section 2.2.5 as the "Welfare
Benefit Plans") to the extent applicable generally to other executives of the
Company, but in no event shall such Welfare Benefit Plans, programs provide the
Executive with benefits which are less favorable, in the aggregate, than the
most favorable of such Welfare Benefit Plans provided generally at any time
after the Effective Date to other executives of the Company. If the Executive
elects to opt out of any or all of the foregoing Welfare Benefit Plans that the
Company offers because Executive has his own coverage in such areas, the Company
will reimburse the Executive for the reasonable cost of such coverage, but only
to the extent that such cost does not exceed cost of the Company providing
coverage under its own Welfare Benefit Plans directly to the Executive.

               2.2.6 Expenses. During the Employment Period, the Executive shall
be entitled to receive prompt reimbursement for all reasonable expenses incurred
by the Executive in the conduct of Company business.

               2.2.7 Vacation. During the Employment Period, the Executive shall
be entitled to paid vacation of two weeks annually and otherwise be in
accordance with the plans, policies, programs and practices of the Company in
all respects as in effect generally at any time after the Effective Date with
respect to other executives of the Company.

               2.2.8 Bar Examination Fees. The Company shall also reimburse the
Executive for any fees related to obtaining membership to the bar of any
jurisdiction of which the Company requests the Executive to become a member.

               2.2.9 No Management Fees. In no event shall the Executive be
entitled to receive any additional compensation for serving as an officer,
director, member and/or manager of the Company or any affiliate of the Company.

     3. TERMINATION OF EMPLOYMENT.

          3.1 Death or Disability. The Executive's employment shall terminate
automatically upon the Executive's death during the Employment Period. If the
Company determines in good faith that any Disability of the Executive has
occurred during the Employment Period (pursuant to the definition of Disability
set forth below), it may give to the Executive written notice in accordance with
Section 10.2, of its intention to terminate the Executive's employment. In such
event, the Executive's employment with the Company shall terminate effective on
the thirtieth (30th) day after receipt of such notice by the Executive (the
"Disability Effective Date"), provided that, within the thirty (30) days after
such receipt, the Executive shall not have returned to full-time performance of
the Executive's duties. For purposes of this Agreement, the term "Disability"
shall mean the absence of the Executive from


                                       -3-

<PAGE>

the Executive's duties with the Company on a full-time basis for one hundred
eighty (180) consecutive business days as a result of incapacity due to mental
or physical illness certified by a physician selected by the Company or its
insurers and acceptable to the Executive or the Executive's legal
representative.

          3.2 Cause. The Company may terminate this Agreement and the
Executive's employment hereunder immediately upon written notice to the
Executive for "Cause" (as hereinafter defined). For purposes of this Agreement,
the term "Cause" shall mean (i) the repeated failure or refusal of the Executive
to perform the duties, tasks, responsibilities or render the services reasonably
assigned to him from time to time by the President of the Company and/or the
Board of Directors (except during reasonable vacation periods or sick leave);
(ii) the charging or indictment of the Executive in connection with a felony or
willful misfeasance or nonfeasance; (iii) the association, directly or
indirectly, of the Executive, for his profit or financial benefit, with any
person, firm, partnership, association, entity or corporation that competes, in
any material way, with the Company; (iv) the disclosing or using of any
"Confidential Information," as defined in Section 7, "Confidential Information;
Noncompetition," at any time by the Executive, except as required in connection
with his duties to the Company, (v) the breach by the Executive of his fiduciary
duty or duty of trust to the Company, including the commission by the Executive
of an act of fraud or embezzlement against the Company, (vi) any other material
breach by the Executive of any of the terms or provisions of this Agreement or
any other agreement between the Company and the Executive, which other material
breach is not cured within thirty (30) business days of notice by the Company;
or (vii) any other action by the Executive, which, in the good faith and
reasonable determination of all of the members of the Company's Board of
Directors, has the effect of materially injuring the reputation or business of
the Company."

          3.3 Good Reason. The Executive may terminate his employment for Good
Reason at any time within ninety (90) days after the Executive first has actual
knowledge of the occurrence of such Good Reason. For purposes of this Agreement,
the term "Good Reason" shall mean:

               3.3.1 the assignment to the Executive of any duties that are not
consistent with the duties set forth in Section 2.1.2, "Duties," or any other
action by the Company that results in a material diminution in any of the
Executive's positions as set forth in Section 2.1.1, "Position," or in the
Executive's authority, duties or responsibilities, excluding for this purpose an
isolated, insubstantial 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;

               3.3.2 any failure by the Company to comply with any of the
provisions of Section 2.2, "Compensation," other than an isolated, insubstantial
and inadvertent failure not occurring in bad faith and which is remedied by the
Company promptly after receipt of notice thereof given by the Executive;

               3.3.3 any purported termination by the Company of the Executive's
employment otherwise than as expressly permitted by this Agreement;


                                       -4-

<PAGE>

               3.3.4 any action taken by the Company or its Board of Directors
in connection with a "Change in Control," as defined in Section 4.5, "Change in
Control," that results in the Executive being removed as a Vice President of the
Company without the Executive's consent; or

               3.3.5 any failure by the Company to comply with and satisfy
Section 9.3.

          3.4 Notice of Termination. Any termination by the Company for Cause,
or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 10.2 of
this Agreement. For purposes of this Agreement, the term "Notice of Termination"
means a written notice that:

               3.4.1 indicates the specific termination provision in this
Agreement relied upon;

               3.4.2 to the extent applicable, sets forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated; and

               3.4.3 if the Date of Termination (as defined below) is other than
the date of receipt of such notice, specifies the termination date, which date
shall be not more than thirty (30) days after the giving of such notice. The
failure by the Executive or the Company to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of Good
Reason or Cause shall not waive any right of the Executive or the Company,
respectively, hereunder or preclude the Executive or the Company, respectively,
from asserting such fact or circumstance in enforcing the rights of the
Executive or the Company under this Agreement.

          3.5 Date of Termination. The term "Date of Termination" means:

               3.5.1 if the Executive's employment is terminated by the Company
for Cause, or by the Executive for Good Reason, the date of receipt of the
Notice of Termination or any later date specified therein, as the case may be;

               3.5.2 if the Executive's employment is terminated by the Company
other than for Cause or Disability, the date on which the Company notifies the
Executive of such termination; and

               3.5.3 if the Executive's employment is terminated by reason of
death or Disability, the date of death of the Executive or the Disability
Effective Date, as the case may be.

          3.6 Resignation as Director. If the Executive's employment under this
Agreement is terminated for any reason, the Executive shall, if applicable,
resign as a director of the Company and as a director, member and/or manager of
all subsidiaries or other affiliates of the Company of which Executive is a
director, member and/or manager. Such resignation will be effective (i) in the
case of a termination by the Executive pursuant to Section 1, "Employment
Agreement," or Section 3, "Termination of Employment," on the date the Executive
delivers the relevant Notice of Termination in accordance with such Sections;
(ii) in the case of a termination


                                       -5-

<PAGE>

by the Company, on the date Executive receives the relevant Notice of
Termination; and (iii) in the case of a termination for any other reason, no
later than the relevant Termination Date.

     4. OBLIGATIONS OF THE COMPANY UPON TERMINATION.

          4.1 Termination for Good Reason, Other Than for Cause, Death or
Disability. If, during the Employment Period, the Company shall terminate the
Executive's employment other than for Cause, Death or Disability, or the
Executive shall terminate employment for Good Reason, the Company shall pay to
the Executive, or Executive's beneficiary as designated by him in writing to the
Company, within thirty (30) days after the Date of Termination the aggregate of
the amounts set forth in Section 4.1.2 through Section 4.1.6 in a lump sum in
cash and shall pay the amounts due under Section 4.1.1 and Section 4.1.7 as
provided in those Sections:

               4.1.1 the amount of Annual Base Salary compensation that would be
payable to the Executive over a twelve (12) month period, provided that the
Company will pay such amount to the Executive over the period that the
compensation would have been due had the termination not occurred;

               4.1.2 any declared and accrued, but as of then unpaid, bonus or
stock options grant (whether or not vested) to which the Execute would have
received but for such termination. Additionally, any stock options owned or
granted shall be deemed immediately vested, not forfeitable, and shall be the
property of Executive, exercisable according to their terms for the balance of
the term of years of the options;

               4.1.3 any accrued vacation pay;

               4.1.4 any amounts payable pursuant to the Company's Defined
Benefit Pension Plan, 401(k) plan, including such amounts which would have
accrued (whether or not vested) if the Executive's employment had continued
after the Date of Termination for the period then remaining under this
Agreement, as it may have been renewed as provided for in Section 1, "Employment
Period";

               4.1.5 any other amounts or benefits required to be paid or
provided or which the Executive is eligible to receive under any plan, program,
policy or practice or contract or agreement of the Company (such other amounts
and benefits shall be referred to as the "Other Benefits");

               4.1.6 for the remaining term of this Agreement, as it may have
been renewed pursuant to Section 1, "Employment Period," or such longer period
as may be provided by the terms of the appropriate plan, program, practice or
policy, the Company shall continue benefits to the Executive and/or the
Executive's family at least equal to those which would have been provided to
them in accordance with Section 2.2.5, "Welfare Benefit Plans," of this
Agreement if the Executive's employment had not been terminated or, if more
favorable to the Executive, as in effect generally at any time thereafter with
respect to other executives of the Company and their families, provided,
however, that if the Executive becomes re-employed with another employer and is
eligible to receive medical or other welfare benefits under another


                                       -6-

<PAGE>

employer-provided plan, the medical and other welfare benefits described herein
shall be secondary to those provided under such other plan during such
applicable period of eligibility, and for purposes of determining eligibility
(but not the time of commencement of benefits) of the Executive for retiree
benefits pursuant to such plans, practices, programs and policies, the Executive
shall be considered to have remained employed for the remaining term of this
Agreement, as it may have been renewed pursuant to Section 1, "Employment
Period," and to have retired on the last day of such period.

          4.2 Death. If the Executive's employment is terminated by reason of
the Executive's death during the Employment Period, this Agreement shall
terminate without further obligations to the Executive's legal representatives
under this Agreement, other than for (i) payment of any death benefit
compensation under other contracts; (ii) payment of the amounts due under the
term life insurance policy described in Section 2.2.4, "Incentive Savings and
Retirement Plans"; (iii) full vesting and non-forfeiture of stock options
granted to Executive; and (iv) the timely payment or provision of Other
Benefits. Such amounts shall be paid to the Executive's estate or beneficiary,
as applicable, in a lump sum in cash within thirty (30) days of the Date of
Termination. The term "Other Benefits" as utilized in this Section 4.2 shall
include, without limitation, and the Executive's estate and/or beneficiaries
shall be entitled to receive, benefits at least equal to the most favorable
benefits provided by the Company to the estates and beneficiaries of other
executives of the Company under such plans, programs, practices and policies
relating to death benefits, if any, as in effect with respect to other
executives and their beneficiaries at any time during the one hundred twenty
(120) day period immediately preceding the Effective Date or, if more favorable
to the Executive's estate and/or the Executive's beneficiaries, as in effect on
the date of the Executive's death with respect to other executives of the
Company and their beneficiaries.

          4.3 Disability. If the Executive's employment is terminated by reason
of the Executive's Disability under Section 3.1, "Death or Disability," during
the Employment Period, this Agreement shall terminate without further
obligations to the Company, other than for the timely payment or provision of
(i) Base Salary through the Termination Date; (ii) accrued bonus through the
Termination Date; (iii) payment of pension, 401(k), and Other Disability
Benefits; (iv) full vesting and non-forfeiture of stock options; and (v) the
receipt of fully-paid Welfare Benefit Plans under Section 2.2.5, "Welfare
Benefit Plans," for the balance of the term of this Agreement. In addition, the
Executive shall be paid for the term of this Agreement at regular pay periods
that amount equal to the difference between his Annual Base Salary and the
disability insurance payment received by the disabled Executive under the
Company's disability insurance program, if any. The term "Other Benefits" as
utilized in this Section 4.3 shall include, and the Executive shall be entitled
after the Disability Effective Date to receive, disability and other benefits at
least equal to the most favorable of those generally provided by the Company to
disabled executives and/or their families in accordance with such plans,
programs, practices and policies relating to disability, if any, as in effect
generally with respect to other executives and their families at any time during
the one hundred twenty (120) day period immediately preceding the Effective Date
or, if more favorable to the Executive and/or the Executive's family, as in
effect at any time thereafter generally with respect to other executives of the
Company and their families.


                                       -7-

<PAGE>

          4.4 Termination by the Company for Cause; and Termination by the
Executive for Other than for Good Reason. If the Executive's employment shall be
terminated for Cause during the Employment Period, this Agreement shall
terminate without further obligations to the Company other than the obligation
to pay to the Executive: (i) the Annual Base Salary through the Date of
Termination; (ii) the amount of any compensation previously deferred by the
Executive; and (iii) Other Benefits under Sections 4.2, "Death," and Section
4.3, "Disability," in each case to the extent therefore unpaid. If the Executive
voluntarily terminates employment during the Employment Period, excluding a
termination for Good Reason by the Executive, this Agreement shall terminate
without further obligations to the Company, other than for items (i), (ii) and
(iii) of this paragraph, accrued but unpaid vacation leave, and the timely
payment or provision of Other Benefits. In such case, all accrued obligations
shall be paid to the Executive in a lump sum in cash within thirty (30) days of
the Date of Termination. A termination of the Executive by the Company for Cause
or a termination by the Executive for other than Good Reason shall not affect
the status of any vested stock options.

          4.5 Change in Control. If, during the term of this Agreement and
within one year after a "Change in Control," as defined below, the Company shall
terminate the Executive's employment other than for Cause, Death or Disability
or the Executive shall terminate employment for Good Reason, the Company shall
(i) pay to the Executive the amount of compensation that would have been payable
to the Executive over the period then remaining under this Agreement and on the
same schedule as such payments would have been due had the termination not
occurred, provided that the Company shall pay the Executive for a minimum of
twelve (12) months on this basis; and (ii) cause all stock options issued to the
Executive that have not vested as of the termination to be immediately vested.

               4.5.1 The term "Change in Control" shall mean an event or the
last of a series of related events by which:

               4.5.2 the Company merges or consolidates with or into another
entity or completes any other corporate reorganization, if more than fifty
percent (50%) of the combined voting power of the continuing or surviving
entity's securities outstanding immediately after such merger, consolidation or
other reorganization is owned by persons who were not stockholders of the
Company immediately prior to such merger, consolidation or other reorganization;
or

               4.5.3 the Company sells, transfers or otherwise disposes of all
or substantially all of the consolidated assets of the Company or its
subsidiaries and the Company does not own stock in the purchaser or purchasers
having more than fifty percent (50%) of the voting power in elections for
directors; or

               4.5.4 the composition of the Board changes, as a result of which
fewer than one half of the incumbent directors are directors who either:

                    (i)  had been directors of the Company twenty-four (24)
                         months prior to such change; or

                    (ii) were elected, or nominated for election, to the Board
                         with the affirmative votes of at least a majority of
                         the directors who had


                                       -8-

<PAGE>

                         been directors of the Company twenty-four (24) months
                         prior to such change and who were still in office at
                         the time of the election or nomination.

A transaction shall not constitute a Change of Control if (i) its sole purpose
is to change the state of the Company's incorporation or to create a holding
company that will be owned in substantially the same proportions by the Persons
who held the Company's securities immediately before such transaction or (ii)
the Company acquires another corporation or entity through the purchase or other
acquisition of control of the voting stock or assets of such corporation or
entity; or

               4.5.5 any Person acquires direct or indirect beneficial ownership
of more than thirty-three percent (33%) of the voting power of the Company,
whether in a single transaction or a series of transactions.

               4.5.6 As used in this Agreement, a "Person" means any "person,"
as that term is used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended, together with all of that person's "affiliates" and
"associates," as those terms are defined in Rule 12b-2 of such Act.

          4.6 Life Insurance and Health Plan Coverage. If, during the term of
this Agreement, the Executive's employment terminates for any reason other than
for Cause, the Company shall provide the Executive coverage for a continuation
period beginning on the Effective Date and ending on the earlier of (i) balance
of the Employment Period plus six (6) months, but not more than a total of one
(1) year; or (ii) the date of the Executive's death. During the Continuation
Period, the Executive (and, where applicable, the Executive's dependents) shall
be entitled to continue participation in the group term life insurance plan and
in the health care plan for employees maintained by the Company as if the
Employee were still an employee of the Company. The coverage provided under this
Section 4.6. shall run concurrently with and shall be offset against any
continuation coverage under Part 6 of Title I of the Employee Retirement Income
Security Act of 1974, as amended. Where applicable, the Executive's compensation
for purposes of such plans shall be deemed to be equal to the Executive's
compensation (as defined in such plans) in effect on the date of the employment
termination. To the extent that the Company finds it undesirable to cover the
Executive under the group life insurance and health plans of the Company, the
Company shall provide the Executive (at its own expense) with the same level of
coverage under individual policies or if the Executive has elected to provide
his own coverage under the foregoing plans as contemplated by Section 2.2.5,
"Welfare Benefit Plans," the Company will reimburse the Executive for the cost
of such coverage for the same term provided in the first sentence of this
Section 4.6 and at the same rate as the Company had done prior to the
termination.

     5. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any plan, program,
policy or practice provided by the Company and for which the Executive may
qualify, nor, subject to Section 4, "Obligations of the Company Upon
Termination," shall anything herein limit or otherwise affect such rights as the
Executive may have under any other contract or agreement with the Company.
Amounts which are vested benefits or which the Executive is otherwise entitled
to receive under


                                       -9-

<PAGE>

any plan, policy, practice or program of or any contract or agreement with the
Company at or subsequent to the Date of Termination shall be payable in
accordance with such plan, policy, practice or program or contract or agreement
except as explicitly modified by this Agreement. Executive is currently a party
to, and in the future may be a party to other, employment arrangements,
agreements, and incentive plans, including but not limited to, a death benefit
plan, stock option agreements, and a change of control agreement. This Agreement
shall not supersede any of the terms or conditions of such other agreements. To
the extent of any inconsistency in these agreements, the agreements shall be
interpreted and applied in the way to confer upon the Executive the greatest
benefits. The agreements shall be read and applied consistent with each other,
but in the event of a conflict, the terms most favorable to the Executive will
be applied from the various provisions of the agreements in the aggregate.

     6. FULL SETTLEMENT; LEGAL FEES. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall be subject to any set-off, counterclaim, recoupment, defense or
other claim, right or action that the Company may have against the Executive. In
no event shall the Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to the Executive under
any of the provisions of this Agreement and except as specifically provided in
Section 4.1.6, such amounts shall not be reduced whether or not the Executive
obtains other employment. Provided that the Executive is the prevailing party,
the Company will reimburse the Executive to the full extent permitted by law,
all legal fees and expenses that the Executive may reasonably incur as a result
of any contest by the Company, the Executive or others of the validity or
enforceability of, or liability or entitlement under, any provision of this
Agreement or any guarantee of performance thereof (whether such contest is
between the Company and the Executive or between either of them and any third
party, and including as a result of any contest by the Executive about the
amount of any payment pursuant to this Agreement), plus in each case interest on
any delayed payment at the applicable Federal rate ("Applicable Federal Rate")
provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as
amended (the "Code").

     7. CONFIDENTIAL INFORMATION; NONCOMPETITION.

          7.1 Nondisclosure. The Executive shall hold in fiduciary capacity for
the benefit of the Company all secret, proprietary or Confidential Information,
knowledge or data relating to the Company and its businesses, which shall have
been obtained by the Executive during the Executive's employment by the Company.
During the period the Executive is employed with the Company, and after
termination of the Executive's employment with the Company, the Executive shall
not, without the prior written consent of the Company or as may otherwise be
required by law or legal process, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those designated by it.
The restrictions set forth in this Section 7 will not apply to information which
is generally known to the public or in the trade, unless such knowledge results
from an unauthorized disclosure by the Executive or representatives of the
Executive in violation of this Agreement. This exception will not affect the
application of any other provisions of this Agreement to such information in
accordance with the terms of such provision. All documents and tangible things
embodying or containing Confidential Information are the Company's exclusive
property. The Executive will


                                      -10-

<PAGE>

protect the confidentiality of their content and will return all copies,
facsimiles and specimens of them and any other form of Confidential Information
in the Executive's possession, custody or control to the Company before leaving
the employment with the Company.

          7.2 Definition of Confidential Information. The term "Confidential
Information" includes all information of any nature and in any form which at the
time or times concerned is not generally known to the public, other than by act
or acts of an employee not authorized by Company to disclose such information,
and which relates to any one or more of the aspects of the present and past
business of Company or any of its predecessors, including, but not limited to,
patents and patent applications, inventions and improvements, whether patentable
or not, development projects, policies, processes, formulas, techniques,
know-how and other facts relating to sales, advertising, franchising,
promotions, financial matters, customers, customer lists, customer purchases or
requirements, licenses or trade secrets.

          7.3 Competition. During the term of the Executive's employment with
the Company, and for the period during which he receives compensation from the
Company under Section 4.1.1 after the termination of his employment with the
Company, the Executive will not, directly or indirectly, engage, participate or
invest in or be employed by any business anywhere in the world which:

               7.3.1 develops or manufactures products that are competitive with
or similar to products developed or manufactured by the Company; or

               7.3.2 distributes, markets or otherwise sells products
manufactured by others which are competitive with or similar to products
distributed, marketed or sold by the Company; or provides services which are
competitive with or similar to services provided by the Company, including, in
each case, any products or services the Company has under development or which
are the subject of active planning at any time during the term of the
Executive's employment.

          The foregoing restriction shall apply regardless of the capacity in
which the Executive engages or engaged, participates or participated, or invests
or invested in or is employed by a given business, whether as owner, partner,
shareholder, consultant, agent, Executive, co-venturer or otherwise. In
addition, during the term of the Executive's employment with the Company, and
for a period of twelve (12) months thereafter, the Executive will not, directly
or indirectly, without the prior written consent of the Company, solicit for
hire with any business any person who is employed by the Company at such time or
was employed by the Company within the preceding twelve (12) months. The
provisions of this Section 7 shall not prevent the Executive from acquiring or
holding publicly traded stock or other publicly traded securities of a business,
so long as the Executive's ownership does not exceed ten percent (10%) of the
outstanding securities of such company of the same class as those held by the
Executive or from engaging in any activity or having an ownership interest in
any business that is reviewed by the Board. The Executive understands that the
restrictions set out in this Section 7 are intended to protect the Company's
interest in its secret, proprietary or Confidential Information and established
customer relationships and goodwill, and agrees that such restrictions are
reasonable and appropriate for this purpose.


                                      -11-

<PAGE>

          7.4 Damages. The Executive agrees that it would be difficult to
measure any damages caused to the Company which might result from any breach by
the Executive of the promises set forth in this Agreement, and that in any event
money damages would be an inadequate remedy for any such breach. Accordingly,
the Executive agrees that in the case of breach, or proposed breach, of any
portion of this Agreement, the Company shall be entitled, in addition to all
other remedies that it may have, to an injunction or other appropriate equitable
relief to restrain any such breach without showing or proving any actual damage
to the Company.

     8. DISPUTE RESOLUTION. If there shall be any dispute between the Company
and the Executive (i) in the event of any termination of the Executive's
employment by the Company, provided such termination was not for Cause, or (ii)
otherwise arising out of this Agreement, the dispute will be resolved in
accordance with the dispute resolution procedures set forth in Exhibit A
attached to this Agreement, the provisions of which are incorporated as a part
of this Agreement, and the parties of this Agreement agree that such dispute
resolution procedures will be the exclusive method for resolution of disputes
under this Agreement; provided, however, that (a) either party may seek
preliminary judicial relief if, in such party's judgment, such action is
necessary to avoid irreparable injury during the pendency of such procedures,
and (b) nothing in Exhibit A will prevent either party from exercising the
rights of termination set forth in this Agreement. IT IS EXPRESSLY UNDERSTOOD
THAT BY SIGNING THIS AGREEMENT, WHICH INCORPORATES BINDING ARBITRATION, THE
COMPANY AND EXECUTIVE AGREE, EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE IN
SECTION 7, "CONFIDENTIAL INFORMATION; NONCOMPETITION," AND THIS SECTION 8, TO
WAIVE COURT OR JURY TRIAL AND TO WAIVE PUNITIVE, STATUTORY, CONSEQUENTIAL, AND
ANY DAMAGES, OTHER THAN COMPENSATORY DAMAGES.

     9. SUCCESSORS.

          9.1 This Agreement is personal to the Executive and without the prior
written consent of the Company shall not be assigned by the Executive otherwise
than by will or the laws of descent and distribution. This Agreement shall inure
to the benefit of and be enforceable by the Executive's legal representatives.

          9.2 This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.

          9.3 The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, the term "Company" shall mean the
Company as defined above and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.


                                      -12-

<PAGE>

     10. MISCELLANEOUS.

          10.1 This Agreement shall be governed by and construed in accordance
with the laws of the State of Michigan, without reference to principles of
conflict of laws. The captions of this Agreement are set forth for convenience
only and shall have no separate force or effect. This Agreement may not be
amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

          10.2 All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

                    If to the Executive:

                    Adam S. Tracy
                    511 Jacob Way, Suite 203
                    Rochester, Michigan 48307

                    If to the Company:

                    Ecology Coatings, Inc.
                    ATTN: President
                    35980 Woodward Avenue, Suite 200
                    Bloomfield Hills, Michigan 48304

                    With a copy to:

                    Chairman - Compensation Committee of
                    the Board of Directors
                    c/o Ecology Coatings, Inc.
                    35980 Woodward Avenue, Suite 200
                    Bloomfield Hills, Michigan 48304

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

          10.3 The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

          10.4 The Company may withhold from any amounts payable under this
Agreement such Federal, state, local or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

          10.5 The failure of the Executive or the Company to insist upon strict
compliance with any provision hereof or any other provision of this Agreement or
the failure to assert any right the Executive or the Company may have hereunder,
including, without


                                      -13-

<PAGE>

limitation, shall not be deemed to be a waiver of such provision or right or any
other provision or right of this Agreement, except that if the Executive chooses
to terminate employment for Good Reason pursuant to Section 3.3, "Good Reason,"
and complies with the provisions of Section 3, "Termination of Employment," the
Executive shall only be entitled to compensation and benefits applicable to such
event of termination.

     IN WITNESS WHEREOF, pursuant to the authorization from its Compensation
Committee and Board of Directors, the Company has caused this Agreement to be
executed in its name on its behalf, as of the dates first above written.

                                        COMPANY:

                                        ECOLOGY COATINGS, INC.


                                        By /s/ Richard D. Stromback
                                           -------------------------------------
                                           Richard D. Stromback
                                        Its Chairman


                                        EXECUTIVE:


                                        By /s/ Adam S. Tracy
                                           -------------------------------------
                                           Adam S. Tracy, Esq.


                                      -14-

<PAGE>

                                    EXHIBIT A

                          DISPUTE RESOLUTION PROCEDURES

     1. If a controversy arises that is covered by Section 8, "Dispute
Resolution," of the Agreement, then not later than twelve (12) months from the
date of the event that is the subject of dispute either party may serve on the
other a written notice specifying the existence of such controversy and setting
forth in reasonably specific detail the grounds of the notice ("Notice of
Controversy"); provided that, in any event, the other party will have at least
thirty (30) days from and after the date of the Notice of Controversy to serve a
written notice of any counterclaim ("Notice of Counterclaim"). The Notice of
Counterclaim will specify the claim or claims in reasonably specific detail. If
the Notice of Controversy or the Notice of Counterclaim, as the case may be, is
not served within the applicable period, the claim set forth therein will be
deemed to have been waived, abandoned and rendered unenforceable.

     2. For a three (3) week period following receipt of the Notice of
Controversy or the Notice of Counterclaim, as the case may be, the parties will
make a good faith effort to resolve the dispute through negotiation ("Period of
Negotiation"). Neither party will take any action during the Period of
Negotiation to initiate arbitration proceedings.

     3. If the parties agree during the Period of Negotiation to mediate the
dispute, then the Period of Negotiation will be extended by an amount of time to
be agreed upon by the parties to permit such mediation. In no event, however,
may the Period of Negotiation be extended by more than five weeks or, stated
differently, in no event may the Period of Negotiation be extended to encompass
more than a total of eight weeks.

     4. If the parties agree to mediate the dispute but are thereafter unable to
agree within a week on the format and procedures for the mediation, then the
effort to mediate will cease, and the period of Negotiation will terminate four
weeks from the Notice of Controversy or the Notice of Counterclaim, as the case
may be.

     5. Following the termination of the Period of Negotiation, the dispute,
including the main claim and counterclaim, if any, will be settled by
arbitration, governed by the Federal Arbitration Act, 9 U.S.C. Section 1 et seq.
("FAA"), and judgment upon the award may be entered in any court having
jurisdiction. The format and procedures of the arbitration are set forth below
(referred to below as the "Arbitration Agreement").

     6. A notice of intention to arbitrate ("Notice of Arbitration") will be
served within forty-five (45) days of the termination of the Period of
Negotiation. If the Notice of Arbitration is not served within this period, the
claim set forth in the Notice of Controversy or the Notice of Counterclaim, as
the case may be, will be deemed to have been waived, abandoned and rendered
unenforceable.

     7. The arbitration, including the Notice of Arbitration, will be governed
by the Commercial Rules of the American Arbitration Association ("AAA") in
effect on the date of the Notice of Arbitration, except that the terms of this
Arbitration Agreement will control in the

<PAGE>

event of any difference or conflict between such Rules and the terms of this
Arbitration Agreement.

     8. The arbitrator will reach a decision on the merits on the basis of
applicable legal principles as embodied in the law of the State of Michigan. The
arbitration hearing will take place in Detroit, Michigan.

     9. There will be one arbitrator, regardless of the amount in controversy.
The arbitrator selected, in order to be eligible to serve, will be a lawyer in
Detroit, Michigan with at least fifteen (15) years experience specializing in
either general commercial litigation or general corporate and commercial
matters. In the event the parties cannot agree on a mutually acceptable single
arbitrator from the list submitted by the AAA, the AAA will appoint the
arbitrator who will meet the foregoing criteria.

     10. At the time of appointment and as a condition of the appointment, the
arbitrator will be apprised of the time limitations and other provisions of this
Arbitration Agreement and will indicate such dispute resolver's agreement to the
Tribunal Administrator to comply with such provisions and time limitations.

     11. During the thirty (30) day period following appointment of the
arbitrator, either party may serve on the other a request for limited numbers of
documents directly related to the dispute. Such documents will be produced
within seven (7) days of the request.

     12. Following the thirty-day period of document production, there will be a
forty-five (45) day period during which limited depositions will be permissible.
Neither party will take more than five (5) depositions, and no deposition will
exceed three (3) hours of direct testimony.

     13. Disputes as to discovery or prehearing matters of a procedural nature
will be promptly submitted to the arbitrator pursuant to telephone conference
call or otherwise. The arbitrator will make every effort to render a ruling on
such interim matters at the time of the hearing (or conference call) or within
five (5) business days thereafter.

     14. Following the period of depositions, the arbitration hearing will
promptly commence. The arbitrator will make every effort to commence the hearing
within thirty (30) days of the conclusion of the deposition period and, in
addition, will make every effort to conduct the hearing on consecutive business
days to conclusion.

     15. An award will be rendered, at the latest, within nine (9) months of the
date of the Notice of Arbitration and within thirty (30) days of the close of
the arbitration hearing. The award will set forth the grounds for the decision
(findings of fact and conclusions of law) in reasonably specific detail. The
award will be final and nonappealable except as provided in the FAA and except
that a court of competent jurisdiction will have the power to review whether, as
a matter of law, based upon the findings of fact by the arbitrator, the award
should be confirmed or should be modified or vacated in order to correct any
errors of law made by the arbitrator. Such judicial review will be limited to
issues of law, and the parties agree that the findings of fact made by the
arbitrator will be final and binding on the parties and will serve as the facts
to be relied upon by the court in determining the extent to which the award
should be confirmed, modified or vacated.


                                       -2-

<PAGE>

     The award may only be made for compensatory damages, and if any other
damages (whether exemplary, punitive, consequential, statutory or other) are
included, the award will be vacated and remanded, or modified or corrected, as
appropriate to promote this damage limitation.


                                       -3-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>13
<FILENAME>k16632exv10w9.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT OF KEVIN STOLZ
<TEXT>
<PAGE>

                                                                    Exhibit 10.9

                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT is by and between Ecology Coatings, Inc., a California
corporation (the "Company"), and Kevin Stolz (the "Executive") and is entered to
be effective as of February 1, 2007 (the "Effective Date").

                                    RECITALS

     WHEREAS, the Board of Directors of the Company (the "Board") has determined
that it is in the best interests of the Company and its shareholders to assure
that the Company will have the continued employment and dedication of the
Executive; and

     WHEREAS, the Board has further determined that it is desirable to provide
the Executive with compensation and benefits terms which adequately compensate
the Executive for the services he renders to the Company, and, to ensure that
such compensation and benefits are consistent with those of like executives of
other public companies.

                                    AGREEMENT

     Now, therefore, it is hereby agreed as follows:

     1. EMPLOYMENT PERIOD. The term of this Agreement shall commence as of the
Effective Date and shall expire, subject to earlier termination of employment as
hereinafter provided, on February 1, 2008 (the "Employment Period"); provided,
however, that on any day prior to and including February 1, 2008, the Employment
Period may be extended by the Company for an additional year unless prior
thereto either party has given written notice to the other that such party does
not wish to extend the term of this Agreement. This Agreement may be terminated
prior to or on the last day of the Employment Period by (i) the Company for
Cause (as defined in Section 3.2 below), (ii) the Company without Cause (as
defined in Section 3.3 below), (iii) the Executive for Good Reason (as defined
in Section 3.4 below), or (iv) (the "Company" or the "Executive") upon thirty
(30) days written notice given by one party to the other party for any reason
except Death or Disability.

     2. TERMS OF EMPLOYMENT.

          2.1 Position and Duties.

               2.1.1 Position. During the Employment Period, the Executive will
be employed in executive capacities in the position of Chief Financial Officer
of the Company, or in other such positions as designated by the Board, at its
offices in the Detroit, Michigan metropolitan area.

               2.1.2 Duties.

                    2.1.2.1 During the Employment Period, Executive shall serve
      as Chief Financial Officer of the Company and shall have the normal
      duties, responsibilities, functions and authority of such position,
      subject to the powers of the Board and the

<PAGE>
      Company's President and Chief Executive Officer to expand or limit such
      duties, responsibilities, functions and authority, limited only to those
      duties, responsibilities, functions and authority commensurate with a
      chief financial officer position, and to override actions of officers of
      the Company. Without limiting the foregoing: Executive shall (i) keep or
      cause to be kept the books of account of the Company in a thorough and
      proper manner, (ii) render statements of the financial affairs of the
      Company in such form and as often as required by the Board of Directors or
      the President and Chief Executive Officer, and (iii) make certifications
      and other statements required of Chief Financial Officers by SEC
      regulations and other applicable regulations and listings requirements.
      Executive, subject to the order of the Board of Directors, shall have the
      custody of all funds and securities of the Company.

                    2.1.2.2 Executive shall report to the Chief Executive
      Officer and shall devote his best efforts to the business and affairs of
      the Company and its Subsidiaries. Executive shall perform his duties,
      functions and responsibilities to the Company to the best of his abilities
      in a diligent, trustworthy, businesslike and efficient manner. Executive
      will conduct his primary business activities from within the Company's
      principal place of business, currently in the Bloomfield Hills, Michigan
      area, other than while Executive is engaged in business travel for the
      Company.

          2.2 Compensation.

               2.2.1 Base Salary. The Executive shall receive an annual base
salary of One Hundred Twenty Thousand Dollars ($120,000) from the Effective Date
through February 1, 2008. Thereafter, the Board or the Compensation Committee of
the Board (the "Committee") may review the Executive's salary and total cash
compensation within one hundred twenty (120) days of the end of each of the
Company's fiscal years during the Employment Period to determine what, if any,
increases shall be made thereto. The base salary payable to the Executive in any
given year is hereafter referred to as the "Annual Base Salary." Any increase in
the Annual Base Salary shall not serve to limit or reduce any other obligation
to the Executive under this Agreement. The Annual Base Salary shall not be
reduced after any increase and the term "Annual Base Salary," as used in this
Agreement, shall refer to the Annual Base Salary as increased. The Annual Base
Salary shall in all instances be payable in twenty-four (24) equal bi-monthly
installments.

               2.2.2 Annual Bonus and Option Plans. The Executive shall also be
eligible to participate in any applicable Company bonus plan or program, stock
option, restricted stock or other plan or program in effect immediately prior to
the Effective Date, or put into effect by the Board at any time after the
Effective Date or the Amendment Effective Date.

               2.2.3 Grant of Stock Options. The Company shall issue the
Executive options to purchase Twenty-Five Thousand (25,000) shares of the
Company's common stock after completion of its first private placement to
investors after the Effective Date of this Agreement. The exercise price of the
options shall be Two Dollars ($2.00). The options will be exercisable on and
after February 1, 2008. The Options shall be deemed to have a value of $.001
each. The number of shares purchasable under the Options set forth in this
Agreement is after taking into account a split of its Common Stock by the
Company in January, 2007. The options

                                      -2-
<PAGE>

issued under this Section 2.2.3 have a ten-year term from the date of their
issue, and will be incentive stock options to the extent allowable under the
Internal Revenue Code and non-qualified options as to the balance.

               2.2.4 Incentive, Savings and Retirement Plans. During the
Employment Period, the Executive shall be entitled to participate in all
incentive, savings and retirement plans, practices, policies and programs
applicable generally to other executives of the Company, as the same may be
amended from time to time, but in no event shall such plans, practices, policies
and programs provide the Executive with incentive opportunities, savings
opportunities and retirement benefit opportunities, in each case, less
favorable, in the aggregate, than the most favorable of those provided by the
Company to other executives of the Company; provided, however, the dollar value
awarded Executive in the reasonable discretion of management need not be equal
to that awarded to all other executives.

               2.2.5 Expenses. During the Employment Period, the Executive shall
be entitled to receive prompt reimbursement for all reasonable expenses incurred
by the Executive in the conduct of Company business.

               2.2.6 Vacation. During the Employment Period, the Executive shall
be entitled to paid vacation of four weeks annually and otherwise be in
accordance with the plans, policies, programs and practices of the Company in
all respects as in effect for the Executive during the one hundred twenty (120)
day period immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect generally at any time after the Effective Date with
respect to other executives of the Company.

               2.2.7 No Management Fees. In no event shall the Executive be
entitled to receive any additional compensation for serving as a member and/or
manager of the Company or any affiliate of the Company.

     3. TERMINATION OF EMPLOYMENT.

          3.1 Death or Disability. The Executive's employment shall terminate
automatically upon the Executive's death during the Employment Period. If the
Company determines in good faith that any Disability of the Executive has
occurred during the Employment Period (pursuant to the definition of Disability
set forth below), it may give to the Executive written notice in accordance with
Section 10.2, of its intention to terminate the Executive's employment. In such
event, the Executive's employment with the Company shall terminate effective on
the thirtieth (30th) day after receipt of such notice by the Executive (the
"Disability Effective Date"); provided, that, within the thirty (30) days after
such receipt, the Executive shall not have returned to full-time performance of
the Executive's duties. For purposes of this Agreement, the term "Disability"
shall mean the absence of the Executive from the Executive's duties with the
Company on a full-time basis for one hundred eighty (180) consecutive business
days as a result of incapacity due to mental or physical illness certified by a
physician selected by the Company or its insurers and acceptable to the
Executive or the Executive's legal representative.

                                      -3-
<PAGE>

          3.2 Cause. The Company may terminate the Executive's employment during
the Employment Period for Cause. For purposes of this Agreement, the term
"Cause" shall mean: (i) the willful and continued failure of the Executive to
perform substantially the Executive's duties with the Company as set forth in
Section 2.1.2, "Duties," (other than any such failure resulting from incapacity
due to physical or mental illness), after a written demand for substantial
performance is delivered to the Executive by the Board, accompanied by a
resolution adopted by the vote of two-thirds (2/3) of the entire Board,
excluding the Executive, at a meeting of the Board held for such purpose, which
resolution specifically identifies the manner in which the Board believes that
the Executive has not substantially performed the Executive's duties and
Executive has not cured any such failure to perform within thirty (30) business
days of such demand; (ii) material violation of any of the Company's policies;
(iii) breach by the Executive of his obligations under this Agreement; or (iv)
if the Executive is charged with illegal conduct by a governmental body or
regulatory authority, or has engaged in gross misconduct that is materially
injurious to the Company as determined by a resolution adopted by the vote of
three-fourths (3/4) of the entire Board, excluding the Executive, at a meeting
of the Board held for such purpose, which resolution specifically identifies the
alleged illegal conduct or gross misconduct. For purposes of this provision, no
act or failure to act, on the part of the Executive, shall be considered
"willful" unless it is done, or omitted to be done, by the Executive in bad
faith. The vote of the Board on the resolutions contemplated in (i) and (iv) of
this Section 3.2 will not be taken until after written notice of not less than
five (5) business days to the Executive of the meeting and an opportunity for
Executive to be heard before the Board at such meeting.

          3.3 Without Cause. The Company may terminate the Executive's
employment at any time without Cause.

          3.4 Good Reason. The Executive may terminate his employment for Good
Reason at any time within ninety (90) days after the Executive first has actual
knowledge of the occurrence of such Good Reason. For purposes of this Agreement,
the term "Good Reason" shall mean:

               3.4.1 the assignment to the Executive of any duties that are not
consistent with the duties set forth in Section 2.1.2, "Duties," or any other
action by the Company that results in a material diminution in any of the
Executive's positions as set forth in Section 2.1.1, "Position," or in the
Executive's authority, duties or responsibilities, excluding for this purpose an
isolated, insubstantial 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;

               3.4.2 any failure by the Company to comply with any of the
provisions of Section 2.2, "Compensation," other than an isolated, insubstantial
and inadvertent failure not occurring in bad faith and which is remedied by the
Company promptly after receipt of notice thereof given by the Executive;

               3.4.3 the Company's requiring the Executive, without the
Executive's consent and full agreement, to be based at any office other than in
the Detroit, Michigan metropolitan area or a position other than as provided in
Section 2.1.1;

                                      -4-
<PAGE>

               3.4.4 any purported termination by the Company of the Executive's
employment otherwise than as expressly permitted by this Agreement;

               3.4.5 any action taken by the Company or its Board of Directors
in connection with a "Change in Control," as defined in Section 4.5, "Change in
Control," that results in the Executive being removed as the Chief Financial
Officer of the Company without the Executive's consent; or

               3.4.6 any failure by the Company to comply with and satisfy
Section 9.3.

          3.5 Notice of Termination. Any termination by the Company for Cause,
or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 10.2 of
this Agreement. For purposes of this Agreement, the term "Notice of Termination"
means a written notice that:

               3.5.1 indicates the specific termination provision in this
Agreement relied upon;

               3.5.2 to the extent applicable, sets forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated; and

               3.5.3 if the Date of Termination (as defined below) is other than
the date of receipt of such notice, specifies the termination date, which date
shall be not more than thirty (30) days after the giving of such notice. The
failure by the Executive or the Company to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of Good
Reason or Cause shall not waive any right of the Executive or the Company,
respectively, hereunder or preclude the Executive or the Company, respectively,
from asserting such fact or circumstance in enforcing the rights of the
Executive or the Company under this Agreement.

          3.6 Date of Termination. The term "Date of Termination" means:

               3.6.1 if the Executive's employment is terminated by the Company
for Cause, or by the Executive for Good Reason, the date of receipt of the
Notice of Termination or any later date specified therein, as the case may be;

               3.6.2 if the Executive's employment is terminated by the Company
other than for Cause or Disability, the date on which the Company notifies the
Executive of such termination; and

               3.6.3 if the Executive's employment is terminated by reason of
death or Disability, the date of death of the Executive or the Disability
Effective Date, as the case may be.

          3.7 Resignation as Director. If the Executive's employment under this
Agreement is terminated for any reason, the Executive shall resign as a director
of the Company and as a director, member and/or manager of all affiliates of the
Company of which Executive is a director, member and/or manager. Such
resignation will be effective (i) in the case of a

                                      -5-
<PAGE>

termination by the Executive pursuant to Section 1, "Employment Agreement," or
Section 3, "Termination of Employment," on the date the Executive delivers the
relevant Notice of Termination in accordance with such Sections; (ii) in the
case of a termination by the Company, on the date Executive receives the
relevant Notice of Termination; and (iii) in the case of a termination for any
other reason, no later than the relevant Termination Date.

     4. OBLIGATIONS OF THE COMPANY UPON TERMINATION.

          4.1 Termination for Good Reason, Other Than Cause, Death or
Disability. If, during the Employment Period, the Company shall terminate the
Executive's employment other than for Cause, Death or Disability, or the
Executive shall terminate employment for Good Reason, the Company shall pay to
the Executive, or Executive's beneficiary as designated by him in writing to the
Company, within thirty (30) days after the Date of Termination the aggregate of
the amounts set forth in Section 4.1.2 through Section 4.1.6 in a lump sum in
cash and shall pay the amounts due under Section 4.1.1 and Section 4.1.7 as
provided in those Sections:

               4.1.1 the amount of Annual Base Salary compensation that would be
payable to the Executive over a six (6) month period provided that the Company
will pay such amount to the Executive over the period that the compensation
would have been due had the termination not occurred;

               4.1.2 any declared and accrued, but as of then unpaid, bonus or
stock options grant (whether or not vested) to which the Executive would have
received but for such termination. Additionally, any stock options owned or
granted shall be deemed immediately vested, not forfeitable, and shall be the
property of Executive, exercisable according to their terms for the balance of
the term of years of the options;

               4.1.3 any accrued vacation pay;

               4.1.4 any amounts payable pursuant to the Company's Defined
Benefit Pension Plan, 401(k) plan, including such amounts which would have
accrued (whether or not vested) if the Executive's employment had continued
after the Date of Termination for the period then remaining under this
Agreement, as it may have been renewed as provided for in Section 1, "Employment
Period";

               4.1.5 any other amounts or benefits required to be paid or
provided or which the Executive is eligible to receive under any plan, program,
policy or practice or contract or agreement of the Company (such other amounts
and benefits shall be referred to as the "Other Benefits");

               4.1.6 for the remaining term of this Agreement, as it may have
been renewed pursuant to Section 1, "Employment Period," or such longer period
as may be provided by the terms of the appropriate plan, program, practice or
policy, the Company shall continue benefits to the Executive and/or the
Executive's family at least equal to those which would have been provided to
them in accordance with Section 2.2.5, "Welfare Benefit Plans," of this
Agreement if the Executive's employment had not been terminated or, if more
favorable to the Executive, as in effect generally at any time thereafter with
respect to other executives of the

                                      -6-
<PAGE>

Company and their families; provided, however, that if the Executive becomes
re-employed with another employer and is eligible to receive medical or other
welfare benefits under another employer-provided plan, the medical and other
welfare benefits described herein shall be secondary to those provided under
such other plan during such applicable period of eligibility, and for purposes
of determining eligibility (but not the time of commencement of benefits) of the
Executive for retiree benefits pursuant to such plans, practices, programs and
policies, the Executive shall be considered to have remained employed for the
remaining term of this Agreement, as it may have been renewed pursuant to
Section 1, "Employment Period," and to have retired on the last day of such
period.

          4.2 Death. If the Executive's employment is terminated by reason of
the Executive's death during the Employment Period, this Agreement shall
terminate without further obligations to the Executive's legal representatives
under this Agreement, other than for (i) payment of any death benefit
compensation under other contracts; (ii) payment of the amounts due under the
term life insurance policy described in Section 2.2.4, "Incentive Savings and
Retirement Plans"; (iii) full vesting and non-forfeiture of stock options
granted to Executive; and (iv) the timely payment or provision of Other
Benefits. Such amounts shall be paid to the Executive's estate or beneficiary,
as applicable, in a lump sum in cash within thirty (30) days of the Date of
Termination. The term "Other Benefits" as utilized in this Section 4.2 shall
include, without limitation, and the Executive's estate and/or beneficiaries
shall be entitled to receive, benefits at least equal to the most favorable
benefits provided by the Company to the estates and beneficiaries of other
executives of the Company under such plans, programs, practices and policies
relating to death benefits, if any, as in effect with respect to other
executives and their beneficiaries at any time during the one hundred twenty
(120) day period immediately preceding the Effective Date or, if more favorable
to the Executive's estate and/or the Executive's beneficiaries, as in effect on
the date of the Executive's death with respect to other executives of the
Company and their beneficiaries.

          4.3 Disability. If the Executive's employment is terminated by reason
of the Executive's Disability under Section 3.1, "Death or Disability," during
the Employment Period, this Agreement shall terminate without further
obligations to the Company, other than for the timely payment or provision of
(i) Base Salary through the Termination Date; (ii) accrued bonus through the
Termination Date; (iii) payment of pension, 401(k), and Other Disability
Benefits; (iv) full vesting and non-forfeiture of stock options; and (v) the
receipt of fully-paid Welfare Benefit Plans under Section 2.2.5, "Welfare
Benefit Plans," for the balance of the term of this Agreement. In addition,
Executive shall be paid for the term of this Agreement at regular pay periods
that amount equal to the difference between his Annual Base Salary and the
disability insurance payment received by the disabled Executive under the
Company's disability insurance program. The term "Other Benefits" as utilized in
this Section 4.3 shall include, and the Executive shall be entitled after the
Disability Effective Date to receive, disability and other benefits at least
equal to the most favorable of those generally provided by the Company to
disabled executives and/or their families in accordance with such plans,
programs, practices and policies relating to disability, if any, as in effect
generally with respect to other executives and their families at any time during
the one hundred twenty (120) day period immediately preceding the Effective Date
or, if more favorable to the Executive and/or the Executive's family, as in
effect at any time thereafter generally with respect to other executives of the
Company and their families.

                                      -7-
<PAGE>

          4.4 Termination by the Company for Cause; and Termination by the
Executive for Other Than for Good Reason. If the Executive's employment shall be
terminated for Cause during the Employment Period, this Agreement shall
terminate without further obligations to the Company other than the obligation
to pay to the Executive: (i) the Annual Base Salary through the Date of
Termination; (ii) the amount of any compensation previously deferred by the
Executive; and (iii) Other Benefits under Sections 4.2, "Death," and Section
4.3, "Disability," in each case to the extent therefore unpaid. If the Executive
voluntarily terminates employment during the Employment Period, excluding a
termination for Good Reason by the Executive, this Agreement shall terminate
without further obligations to the Company, other than for items (i), (ii) and
(iii) of this paragraph, accrued but unpaid vacation leave, and the timely
payment or provision of Other Benefits. In such case, all accrued obligations
shall be paid to the Executive in a lump sum in cash within thirty (30) days of
the Date of Termination. A termination of the Executive by the Company for Cause
or a termination by the Executive for other than Good Reason shall not affect
the status of any vested stock options.

          4.5 Change in Control. lf, during the term of this Agreement and
within one year after a "Change in Control," as defined below, the Company shall
terminate the Executive's employment other than for Cause, Death or Disability
or the Executive shall terminate employment for Good Reason, the Company shall
(i) pay to the Executive the amount of compensation that would have been payable
to the Executive over the period then remaining under this Agreement and on the
same schedule as such payments would have been due had the termination not
occurred, provided that the Company shall pay the Executive for a minimum of
twenty-four (24) months on this basis; and (ii) cause all stock options issued
to the Executive that have not vested as of the termination to be immediately
vested.

               4.5.1 The term "Change in Control" shall mean an event or the
last of a series of related events by which:

               4.5.2 the Company merges or consolidates with or into another
entity or completes any other corporate reorganization, if more than fifty
percent (50%) of the combined voting power of the continuing or surviving
entity's securities outstanding immediately after such merger, consolidation or
other reorganization is owned by persons who were not stockholders of the
Company immediately prior to such merger, consolidation or other reorganization;
or

               4.5.3 the Company sells, transfers or otherwise disposes of all
or substantially all of the consolidated assets of the Company or its
subsidiaries and the Company does not own stock in the purchaser or purchasers
having more than fifty percent (50%) of the voting power in elections for
directors; or

               4.5.4 the composition of the Board changes, as a result of which
fewer than one half of the incumbent directors are directors who either:

                    (i) had been directors of the Company twenty-four (24)
          months prior to such change; or

                                      -8-
<PAGE>

                    (ii) were elected, or nominated for election, to the Board
          with the affirmative votes of at least a majority of the directors who
          had been directors of the Company twenty-four (24) months prior to
          such change and who were still in office at the time of the election
          or nomination.

A transaction shall not constitute a Change of Control if (i) its sole purpose
is to change the state of the Company's incorporation or to create a holding
company that will be owned in substantially the same proportions by the Persons
who held the Company's securities immediately before such transaction or (ii)
the Company acquires another corporation or entity through the purchase or other
acquisition of control of the voting stock or assets of such corporation or
entity; or

               4.5.5 any Person acquires direct or indirect beneficial ownership
of more than thirty-three percent (33%) of the voting power of the Company,
whether in a single transaction or a series of transactions.

               4.5.6 As used in this Agreement, a "Person" means any "person,"
as that term is used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended, together with all of that person's "affiliates" and
"associates," as those terms are defined in Rule 12b-2 of such Act.

     5. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any plan, program,
policy or practice provided by the Company and for which the Executive may
qualify, nor, subject to Section 4, "Obligations of the Company Upon
Termination," shall anything herein limit or otherwise affect such rights as the
Executive may have under any other contract or agreement with the Company.
Amounts which are vested benefits or which the Executive is otherwise entitled
to receive under any plan, policy, practice or program of or any contract or
agreement with the Company at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement. Executive is
currently a party to, and in the future may be a party to other, employment
arrangements, agreements, and incentive plans, including but not limited to, a
death benefit plan, stock option agreements, and a change of control agreement.
This Agreement shall not supersede any of the terms or conditions of such other
agreements. To the extent of any inconsistency in these agreements, the
agreements shall be interpreted and applied in the way to confer upon the
Executive the greatest benefits. The agreements shall be read and applied
consistent with each other, but in the event of a conflict, the terms most
favorable to the Executive will be applied from the various provisions of the
agreements in the aggregate.

     6. FULL SETTLEMENT; LEGAL FEES. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall be subject to any set-off, counterclaim, recoupment, defense or
other claim, right or action that the Company may have against the Executive. In
no event shall the Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to the Executive under
any of the provisions of this Agreement and except as specifically provided in
Section 4.1.6, such amounts shall not be reduced whether or not the Executive
obtains other employment. Provided that the Executive is the prevailing party,
the Company will

                                      -9-
<PAGE>

reimburse the Executive to the full extent permitted by law, all legal fees and
expenses that the Executive may reasonably incur as a result of any contest by
the Company, the Executive or others of the validity or enforceability of, or
liability or entitlement under, any provision of this Agreement or any guarantee
of performance thereof (whether such contest is between the Company and the
Executive or between either of them and any third party, and including as a
result of any contest by the Executive about the amount of any payment pursuant
to this Agreement), plus in each case interest on any delayed payment at the
applicable Federal rate ("Applicable Federal Rate") provided for in Section
7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code").

     7. CONFIDENTIAL INFORMATION; NONCOMPETITION.

          7.1 Nondisclosure. The Executive shall hold in fiduciary capacity for
the benefit of the Company all secret, proprietary or Confidential Information,
knowledge or data relating to the Company and its businesses, which shall have
been obtained by the Executive during the Executive's employment by the Company.
During the period the Executive is employed with the Company, and after
termination of the Executive's employment with the Company, the Executive shall
not, without the prior written consent of the Company or as may otherwise be
required by law or legal process, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those designated by it.
The restrictions set forth in this Section 7 will not apply to information which
is generally known to the public or in the trade, unless such knowledge results
from an unauthorized disclosure by the Executive or representatives of the
Executive in violation of this Agreement. This exception will not affect the
application of any other provisions of this Agreement to such information in
accordance with the terms of such provision. All documents and tangible things
embodying or containing Confidential Information are the Company's exclusive
property. The Executive will protect the confidentiality of their content and
will return all copies, facsimiles and specimens of them and any other form of
Confidential Information in the Executive's possession, custody or control to
the Company before leaving the employment with the Company.

          7.2 Definition of Confidential Information. The term "Confidential
Information" includes all information of any nature and in any form which at the
time or times concerned is not generally known to the public, other than by act
or acts of an employee not authorized by Company to disclose such information,
and which relates to any one or more of the aspects of the present and past
business of Company or any of its predecessors, including, but not limited to,
patents and patent applications, inventions and improvements, whether patentable
or not, development projects, policies, processes, formulas, techniques,
know-how and other facts relating to sales, advertising, franchising,
promotions, financial matters, customers, customer lists, customer purchases or
requirements, licenses or trade secrets.

          7.3 Competition. During the term of the Executive's employment with
the Company, and for the period during which he receives compensation from the
Company under Section 4.1.1 after the termination of his employment with the
Company, the Executive will not, directly or indirectly, engage, participate or
invest in or be employed by any business anywhere in the world which:

                                      -10-
<PAGE>

               7.3.1 develops or manufactures products that are competitive with
or similar to products developed or manufactured by the Company; or

               7.3.2 distributes, markets or otherwise sells products
manufactured by others which are competitive with or similar to products
distributed, marketed or sold by the Company; or provides services which are
competitive with or similar to services provided by the Company, including, in
each case, any products or services the Company has under development or which
are the subject of active planning at any time during the term of the
Executive's employment.

          The foregoing restriction shall apply regardless of the capacity in
which the Executive engages or engaged, participates or participated, or invests
or invested in or is employed by a given business, whether as owner, partner,
shareholder, consultant, agent, Executive, co-venturer or otherwise. In
addition, during the term of the Executive's employment with the Company, and
for a period of twelve (12) months thereafter, the Executive will not, directly
or indirectly, without the prior written consent of the Company, solicit for
hire with any business any person who is employed by the Company at such time or
was employed by the Company within the preceding twelve (12) months. The
provisions of, this Section 7 shall not prevent the Executive from acquiring or
holding publicly traded stock or other publicly traded securities of a business,
so long as the Executive's ownership does not exceed ten percent (10%) of the
outstanding securities of such company of the same class as those held by the
Executive or from engaging in any activity or having an ownership interest in
any business that is reviewed by the Board. The Executive understands that the
restrictions set out in this Section 7 are intended to protect the Company's
interest in its secret, proprietary or Confidential Information and established
customer relationships and goodwill, and agrees that such restrictions are
reasonable and appropriate for this purpose.

          7.4 Damages. The Executive agrees that it would be difficult to
measure any damages caused to the Company which might result from any breach by
the Executive of the promises set forth in this Agreement, and that in any event
money damages would be an inadequate remedy for any such breach. Accordingly,
the Executive agrees that in the case of breach, or proposed breach, of any
portion of this Agreement, the Company shall be entitled, in addition to all
other remedies that it may have, to an injunction or other appropriate equitable
relief to restrain any such breach without showing or proving any actual damage
to the Company.

     8. DISPUTE RESOLUTION. If there shall be any dispute between the Company
and the Executive (i) in the event of any termination of the Executive's
employment by the Company, provided such termination was not for Cause, or (ii)
otherwise arising out of this Agreement, the dispute will be resolved in
accordance with the dispute resolution procedures set forth in Exhibit A
attached to this Agreement, the provisions of which are incorporated as a part
of this Agreement, and the parties of this Agreement agree that such dispute
resolution procedures will be the exclusive method for resolution of disputes
under this Agreement; provided, however, that (a) either party may seek
preliminary judicial relief if, in such party's judgment, such action is
necessary to avoid irreparable injury during the pendency of such procedures,
and (b) nothing in Exhibit A will prevent either party from exercising the
rights of termination set forth in this Agreement. IT IS EXPRESSLY UNDERSTOOD
THAT BY

                                      -11-
<PAGE>

SIGNING THIS AGREEMENT, WHICH INCORPORATES BINDING ARBITRATION, THE COMPANY AND
EXECUTIVE AGREE, EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE IN SECTION 7,
"CONFIDENTIAL INFORMATION; NONCOMPETITION," AND THIS SECTION 8, TO WAIVE COURT
OR JURY TRIAL AND TO WAIVE PUNITIVE, STATUTORY, CONSEQUENTIAL, AND ANY DAMAGES,
OTHER THAN COMPENSATORY DAMAGES.

     9. SUCCESSORS.

          9.1 This Agreement is personal to the Executive and without the prior
written consent of the Company shall not be assigned by the Executive otherwise
than by will or the laws of descent and distribution. This Agreement shall inure
to the benefit of and be enforceable by the Executive's legal representatives.

          9.2 This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.

          9.3 The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
bad taken place. As used in this Agreement, the term "Company" shall mean the
Company as defined above and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

     10. MISCELLANEOUS.

          10.1 This Agreement shall be governed by and construed in accordance
with the laws of the State of Michigan, without reference to principles of
conflict of laws. The captions of this Agreement are set forth for convenience
only and shall have no separate force or effect. This Agreement may not be
amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

          10.2 All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

                     If to the Executive:

                     Kevin Stolz
                     __________________________
                     __________________________
                     __________________________

                     If to the Company:

                     Ecology Coatings, Inc.
                     ATTN:  Chief Executive Officer

                                      -12-

<PAGE>


                     __________________________
                     __________________________

                     With a copy to:

                     Chairman - Compensation Committee
                     of the Board of Directors
                     c/o Ecology Coatings, Inc.
                     __________________________
                     __________________________

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

          10.3 The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

          10.4 The Company may withhold from any amounts payable under this
Agreement such Federal, state, local or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

          10.5 The failure of the Executive or the Company to insist upon strict
compliance with any provision hereof or any other provision of this Agreement or
the failure to assert any right the Executive or the Company may have hereunder,
including, without limitation, shall not be deemed to be a waiver of such
provision or right or any other provision or right of this Agreement, except
that if the Executive chooses to terminate employment for Good Reason pursuant
to Section 3.3, "Good Reason," and complies with the provisions of Section 3,
"Termination of Employment," the Executive shall only be entitled to
compensation and benefits applicable to such event of termination.

                                      -13-
<PAGE>

          IN WITNESS WHEREOF, pursuant to the authorization from its
Compensation Committee and Board of Directors, the Company has caused this
Agreement to be executed in its name on its behalf, as of the dates first above
written.

                                   COMPANY:

                                   ECOLOGY COATINGS, INC.

                                   By: /s/  F. Thomas Krotine
                                       ----------------------------------------
                                       F. Thomas Krotine
                                       Chief Executive Officer

                                   EXECUTIVE:

                                        /s/ Kevin Stolz
                                   --------------------------------------------
                                   Kevin Stolz

                                      -14-
<PAGE>

                                    EXHIBIT A

                          DISPUTE RESOLUTION PROCEDURES

     1. If a controversy arises that is covered by Section 8, "Dispute
Resolution," of the Agreement, then not later than twelve (12) months from the
date of the event that is the subject of dispute either party may serve on the
other a written notice specifying the existence of such controversy and setting
forth in reasonably specific detail the grounds of the notice ("Notice of
Controversy"); provided that, in any event, the other party will have at least
thirty (30) days from and after the date of the Notice of Controversy to serve a
written notice of any counterclaim ("Notice of Counterclaim"). The Notice of
Counterclaim will specify the claim or claims in reasonably specific detail. If
the Notice of Controversy or the Notice of Counterclaim, as the case may be, is
not served within the applicable period, the claim set forth therein will be
deemed to have been waived, abandoned and rendered unenforceable.

     2. For a three (3) week period following receipt of the Notice of
Controversy or the Notice of Counterclaim, as the case may be, the parties will
make a good faith effort to resolve the dispute through negotiation ("Period of
Negotiation"). Neither party will take any action during the Period of
Negotiation to initiate arbitration proceedings.

     3. If the parties agree during the Period of Negotiation to mediate the
dispute, then the Period of Negotiation will be extended by an amount of time to
be agreed upon by the parties to permit such mediation. In no event, however,
may the Period of Negotiation be extended by more than five weeks or, stated
differently, in no event may the Period of Negotiation be extended to encompass
more than a total of eight weeks.

     4. If the parties agree to mediate the dispute but are thereafter unable to
agree within a week on the format and procedures for the mediation, then the
effort to mediate will cease, and the period of Negotiation will terminate four
weeks from the Notice of Controversy or the Notice of Counterclaim, as the case
may be.

     5. Following the termination of the Period of Negotiation, the dispute,
including the main claim and counterclaim, if any, will be settled by
arbitration, governed by the Federal Arbitration Act, 9 U.S.C. Section 1 et seq.
("FAA"), and judgment upon the award may be entered in any court having
jurisdiction. The format and procedures of the arbitration are set forth below
(referred to below as the "Arbitration Agreement").

     6. A notice of intention to arbitrate ("Notice of Arbitration") will be
served within forty-five (45) days of the termination of the Period of
Negotiation. If the Notice of Arbitration is not served within this period, the
claim set forth in the Notice of Controversy or the Notice of Counterclaim, as
the case may be, will be deemed to have been waived, abandoned and rendered
unenforceable.

     7. The arbitration, including the Notice of Arbitration, will be governed
by the Commercial Rules of the American Arbitration Association ("AAA") in
effect on the date of the Notice of Arbitration, except that the terms of this
Arbitration Agreement will control in the
<PAGE>

event of any difference or conflict between such Rules and the terms of this
Arbitration Agreement.

     8. The arbitrator will reach a decision on the merits on the basis of
applicable legal principles as embodied in the law of the State of Ohio. The
arbitration hearing will take place in Cleveland, Ohio.

     9. There will be one arbitrator, regardless of the amount in controversy.
The arbitrator selected, in order to be eligible to serve, will be a lawyer in
Cleveland, Ohio with at least fifteen (15) years experience specializing in
either general commercial litigation or general corporate and commercial
matters. In the event the parties cannot agree on a mutually acceptable single
arbitrator from the list submitted by the AAA, the AAA will appoint the
arbitrator who will meet the foregoing criteria.

     10. At the time of appointment and as a condition of the appointment, the
arbitrator will be apprised of the time limitations and other provisions of this
Arbitration Agreement and will indicate such dispute resolver's agreement to the
Tribunal Administrator to comply with such provisions and time limitations.

     11. During the thirty (30) day period following appointment of the
arbitrator, either party may serve on the other a request for limited numbers of
documents directly related to the dispute. Such documents will be produced
within seven (7) days of the request.

     12. Following the thirty-day period of document production, there will be a
forty-five (45) day period during which limited depositions will be permissible.
Neither party will take more than five (5) depositions, and no deposition will
exceed three (3) hours of direct testimony.

     13. Disputes as to discovery or prehearing matters of a procedural nature
will be promptly submitted to the arbitrator pursuant to telephone conference
call or otherwise. The arbitrator will make every effort to render a ruling on
such interim matters at the time of the hearing (or conference call) or within
five (5) business days thereafter.

     14. Following the period of depositions, the arbitration hearing will
promptly commence. The arbitrator will make every effort to commence the hearing
within thirty (30) days of the conclusion of the deposition period and, in
addition, will make every effort to conduct the hearing on consecutive business
days to conclusion.

     15. An award will be rendered, at the latest, within nine (9) months of the
date of the Notice of Arbitration and within thirty (30) days of the close of
the arbitration hearing. The award will set forth the grounds for the decision
(findings of fact and conclusions of law) in reasonably specific detail. The
award will be final and nonappealable except as provided in the FAA and except
that a court of competent jurisdiction will have the power to review whether, as
a matter of law, based upon the findings of fact by the arbitrator, the award
should be confirmed or should be modified or vacated in order to correct any
errors of law made by the arbitrator. Such judicial review will be limited to
issues of law, and the parties agree that the findings of fact made by the
arbitrator will be final and binding on the parties and will serve as the facts
to


                                      -2-
<PAGE>

be relied upon by the court in determining the extent to which the award
should be confirmed, modified or vacated.

     The award may only be made for compensatory damages, and if any other
damages (whether exemplary, punitive, consequential, statutory or other) are
included, the award will be vacated and remanded, or modified or corrected, as
appropriate to promote this damage limitation.


                                      -3-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>14
<FILENAME>k16632exv10w10.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT OF DAVID W. MORGAN
<TEXT>
<PAGE>

                                                                   Exhibit 10.10

                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT is by and between Ecology Coatings, Inc., a California
corporation (the "Company"), and David W. Morgan (the "Executive") and is
entered to be effective as of May 21, 2007 (the "Effective Date").

                                    RECITALS

     WHEREAS, the Board of Directors of the Company (the "Board") has determined
that it is in the best interests of the Company and its shareholders to assure
that the Company will have the continued employment and dedication of the
Executive; and

     WHEREAS, the Board has further determined that it is desirable to provide
the Executive with compensation and benefits terms which adequately compensate
the Executive for the services he renders to the Company, and, to ensure that
such compensation and benefits are consistent with those of like executives of
other public companies.

                                    AGREEMENT

     Now, therefore, it is hereby agreed as follows:

     1. EMPLOYMENT PERIOD. The term of this Agreement shall commence as of the
Effective Date and shall expire, subject to earlier termination of employment as
hereinafter provided, on May 21, 2009 (the "Employment Period"); provided,
however, that on any day prior to and including May 21 2009, the Employment
Period may be extended by the Company for an additional year unless prior
thereto either party has given written notice to the other that such party does
not wish to extend the term of this Agreement This Agreement may be terminated
prior to or on the last day of the Employment Period by (i) the Company for
Cause, (as defined in Section 3.2 below), (ii) the Executive for Good Reason (as
defined in Section 3.4 below) or (iii) (the "Company" or the "Executive") upon
thirty (30) days written notice given by one party to the other party for any
reason except Death or Disability.

     2. TERMS OF EMPLOYMENT.

          2.1 Position and Duties.

               2.1.1 Position. During the Employment Period, the Executive will
be employed in executive capacities in the position of Chief Financial Officer
of the Company, or in other such positions as designated by the Board, at its
office in Bloomfield Hills, Michigan, or any such other place designated by the
Board.

               2.1.2 Duties.

                    2.1.2.1 During the Employment Period, Executive shall serve
     as Chief Financial Officer of the Company and shall have the normal duties,
     responsibilities, functions and authority of such position, subject to the
     powers of the Board and the Company's President and Chief Executive Officer
     to expand or limit such

<PAGE>

     duties, responsibilities, functions and authority, limited only to those
     duties, responsibilities, functions and authority commensurate with a chief
     financial officer position, and to override actions of officers of the
     Company. Without limiting the foregoing: Executive shall: (i) keep or cause
     to be kept the books of account of the Company in a thorough and proper
     manner; (ii) render statements of the financial affairs of the Company in
     such form and as often as required by the Board of Directors or the
     President and Chief Executive Officer; (iii) make certifications and other
     statements required of Chief Financial Officers by SEC regulations and
     other applicable regulations and listings requirements; (iv) implement an
     investor relations program to broaden the Company's exposure to financial
     industry analysts, financial institutions, brokerage firms, individual
     brokers, and the investing public; and (v) introduce the Company to
     institutional investors, investment bankers, lending institutions and high
     net worth individuals and will assist in negotiating the terms of debt,
     equity or convertible debt financing as required by the Company. The
     Executive, subject to the order of the Board of Directors, shall have the
     custody of all funds and securities of the Company.

                    2.1.2.2 Executive shall report to the Chief Executive
     Officer and shall devote his best efforts to the business and affairs of
     the Company and its Subsidiaries. Executive shall perform his duties,
     functions and responsibilities to the Company to the best of his abilities
     in a diligent, trustworthy, businesslike and efficient manner. Executive
     will conduct his primary business activities from within the Company's
     principal place of business, currently in the Bloomfield Hills, Michigan
     area, other than while Executive is engaged in business travel for the
     Company.

          2.2 Compensation.

               2.2.1 Base Salary. The Executive shall receive an annual base
salary of One Hundred sixty thousand dollars ($160,000) from the Effective Date
through May 21, 2009. Thereafter, the Board or the Compensation Committee of the
Board (the "Committee") may review the Executive's salary and total cash
compensation within one hundred twenty (120) days of the end of each of the
Company's fiscal years during the Employment Period to determine what, if any,
increases shall be made thereto. The base salary payable to the Executive in any
given year is hereafter referred to as the "Annual Base Salary." Any increase in
the Annual Base Salary shall not serve to limit or reduce any other obligation
to the Executive under this Agreement. The Annual Base Salary shall not be
reduced after any increase and the term "Annual Base Salary," as used in this
Agreement, shall refer to the Annual Base Salary as increased. The Annual Base
Salary shall in all instances be payable in twenty-four (24) equal bi-monthly
installments. Notwithstanding the foregoing, the Company acknowledges that the
Executive's Annual Base Salary as of the date hereof is not commensurate with
his skills and value to the Company, and as such, agrees that upon the
completion of the Company's next public or private offering of its equity
securities for cash, the Executive's Annual Base Salary shall be increased to a
minimum of Two Hundred thousand dollars ($200,000).

               2.2.2 Annual Bonus and Option Plans. The Executive shall also be
eligible to participate in any applicable Company bonus plan or program, stock
option, restricted stock or other plan or program in effect immediately prior to
the Effective Date, or put into effect by the Board at any time after the
Effective Date or the Amendment Effective Date.


                                      -2-

<PAGE>

               2.2.3 Grant of Stock Options. The Company shall issue the
Executive options to purchase three hundred thousand (300,000) shares of the
Company's common stock after completion of its first private placement to
investors after the Effective Date of this Agreement. The exercise price of the
options shall be equal to the price of the common stock sold in the private
placement. The options shall vest as follows: 25% on the first anniversary of
the Effective Date and 75% on the second anniversary of the Effective Date. The
options issued under this Section 2.2.3 have a ten-year term from the date of
their issue, and will be incentive stock options to the extent allowable under
the Internal Revenue Code and non-qualified options as to the balance.

               2.2.4 Incentive, Savings and Retirement Plans. During the
Employment Period, the Executive shall be entitled to participate in all
incentive, savings and retirement plans, practices, policies and programs
applicable generally to other executives of the Company, as the same may be
amended from time to time, but in no event shall such plans, practices, policies
and programs provide the Executive with incentive opportunities, savings
opportunities and retirement benefit opportunities, in each case, less
favorable, in the aggregate, than the most favorable of those provided by the
Company to other executives of the Company; provided, however, the dollar value
awarded Executive in the reasonable discretion of management need not be equal
to that awarded to all other executives.

               2.2.5 Welfare Benefit Plans. During the Employment Period, the
Executive and/or the Executive's family, as the case may be, shall be eligible
for participation in and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Company (including, without
limitation, medical, prescription, dental, disability, salary continuance,
employee life, group life, accidental death and travel accident insurance plans
and programs, collectively referred to in this Section 2.2.5 as the "Welfare
Benefit Plans") to the extent applicable generally to other executives of the
Company, but in no event shall such Welfare Benefit Plans, programs provide the
Executive with benefits which are less favorable, in the aggregate, than the
most favorable of such Welfare Benefit Plans provided generally at any time
after the Effective Date to other executives of the Company. If the Executive
elects to opt out of any or all of the foregoing Welfare Benefit Plans that the
Company offers because Executive has his own coverage in such areas, the Company
will reimburse the Executive for the reasonable cost of such coverage, but only
to the extent that such cost does not exceed cost of the Company providing
coverage under its own Welfare Benefit Plans directly to the Executive.

               2.2.6 Expenses. During the Employment Period, the Executive shall
be entitled to receive prompt reimbursement for all reasonable expenses incurred
by the Executive in the conduct of Company business.

               2.2.7 Automobile Allowance. During the Employment Period, the
Company shall also pay the Executive an automobile allowance of Five Hundred
dollars 00/100 ($500.00) per month, or as otherwise increased by the Board or
Committee.

               2.2.8 Vacation. During the Employment Period, the Executive shall
be entitled to paid vacation of four weeks annually and otherwise be in
accordance with the plans, policies, programs and practices of the Company in
all respects as in effect for the Executive during the one hundred twenty (120)
day period immediately preceding the Effective Date or, if


                                      -3-

<PAGE>

more favorable to the Executive, as in effect generally at any time after the
Effective Date with respect to other executives of the Company.

               2.2.9 No Management Fees. In no event shall the Executive be
entitled to receive any additional compensation for serving as a member and/or
manager of the Company or any affiliate of the Company.

     3. TERMINATION OF EMPLOYMENT.

          3.1 Death or Disability. The Executive's employment shall terminate
automatically upon the Executive's death during the Employment Period. If the
Company determines in good faith that any Disability of the Executive has
occurred during the Employment Period (pursuant to the definition of Disability
set forth below), it may give to the Executive written notice in accordance with
Section 10.2, of its intention to terminate the Executive's employment. In such
event, the Executive's employment with the Company shall terminate effective on
the thirtieth (30th) day after receipt of such notice by the Executive (the
"Disability Effective Date"), provided that, within the thirty (30) days after
such receipt, the Executive shall not have returned to full-time performance of
the Executive's duties. For purposes of this Agreement, the term "Disability"
shall mean the absence of the Executive from the Executive's duties with the
Company on a full-time basis for one hundred eighty (180) consecutive business
days as a result of incapacity due to mental or physical illness certified by a
physician selected by the Company or its insurers and acceptable to the
Executive or the Executive's legal representative.

          3.2 Cause. The Company may terminate the Executive's employment during
the Employment Period for Cause. For purposes of this Agreement, the term
"Cause" shall mean: (i) the willful and continued failure of the Executive to
perform substantially the Executive's duties with the Company as set forth in
Section 2.1.2, "Duties," (other than any such failure resulting from incapacity
due to physical or mental illness), after a written demand for substantial
performance is delivered to the Executive by the Board, accompanied by a
resolution adopted by the vote of two-thirds (2/3) of the entire Board,
excluding the Executive, at a meeting of the Board held for such purpose, which
resolution specifically identifies the manner in which the Board believes that
the Executive has not substantially performed the Executive's duties and
Executive has not cured any such failure to perform within thirty (30) business
days of such demand, or; (ii) dishonest or fraudulent conduct, a deliberate
attempt to do injury to the Company, or other conduct, past or present, that
materially discredits the Company or is materially detrimental to the reputation
of the Company including the Executive's conviction of or plea of guilty or no
contest to a felony under any state or federal statute, which is materially
injurious to the Company as determined by a resolution adopted by the vote of
three-fourths (3/4) of the entire Board, excluding the Executive, at a meeting
of the Board held for such purpose, which resolution specifically identifies the
alleged illegal conduct or gross misconduct. For purposes of this provision, no
act or failure to act, on the part of the Executive, shall be considered
"willful" unless it is done, or omitted to be done, by the Executive in bad
faith. The vote of the Board on the resolutions contemplated in (i) and (iv) of
this Section 3.2 will not be taken until after written notice of not less than
five (5) business days to the Executive of the meeting and an opportunity for
Executive to be heard before the Board at such meeting.


                                      -4-
<PAGE>

          3.3 Good Reason. The Executive may terminate his employment for Good
Reason at any time within ninety (90) days after the Executive first has actual
knowledge of the occurrence of such Good Reason. For purposes of this Agreement,
the term "Good Reason" shall mean:

               3.3.1 the assignment to the Executive of any duties that are not
consistent with the duties set forth in Section 2.1.2, "Duties," or any other
action by the Company that results in a material diminution in any of the
Executive's positions as set forth in Section 2.1.1, "Position," or in the
Executive's authority, duties or responsibilities, excluding for this purpose an
isolated, insubstantial 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;

               3.3.2 any failure by the Company to comply with any of the
provisions of Section 2.2, "Compensation," other than an isolated, insubstantial
and inadvertent failure not occurring in bad faith and which is remedied by the
Company promptly after receipt of notice thereof given by the Executive;

               3.3.3 the Company's requiring the Executive, without the
Executive's consent and full agreement, to be based at any office other than in
the Detroit, Michigan metropolitan area or a position other than as provided in
Section 2.1.1;

               3.3.4 any purported termination by the Company of the Executive's
employment otherwise than as expressly permitted by this Agreement;

               3.3.5 any action taken by the Company or its Board of Directors
in connection with a "Change in Control," as defined in Section 4.5, "Change in
Control," that results in the Executive being removed as the Chief Financial
Officer of the Company without the Executive's consent; or

               3.3.6 any failure by the Company to comply with and satisfy
Section 9.3.

          3.4 Notice of Termination. Any termination by the Company for Cause,
or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 10.2 of
this Agreement. For purposes of this Agreement, the term "Notice of Termination"
means a written notice that:

               3.4.1 indicates the specific termination provision in this
Agreement relied upon;

               3.4.2 to the extent applicable, sets forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated; and

               3.4.3 if the Date of Termination (as defined below) is other than
the date of receipt of such notice, specifies the termination date, which date
shall be not more than thirty (30) days after the giving of such notice. The
failure by the Executive or the Company to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of


                                      -5-

<PAGE>

Good Reason or Cause shall not waive any right of the Executive or the Company,
respectively, hereunder or preclude the Executive or the Company, respectively,
from asserting such fact or circumstance in enforcing the rights of the
Executive or the Company under this Agreement.

          3.5 Date of Termination. The term "Date of Termination" means:

               3.5.1 if the Executive's employment is terminated by the Company
for Cause, or by the Executive for Good Reason, the date of receipt of the
Notice of Termination or any later date specified therein, as the case may be;

               3.5.2 if the Executive's employment is terminated by the Company
other than for Cause or Disability, the date on which the Company notifies the
Executive of such termination; and

               3.5.3 if the Executive's employment is terminated by reason of
death or Disability, the date of death of the Executive or the Disability
Effective Date, as the case may be.

     4. OBLIGATIONS OF THE COMPANY UPON TERMINATION.

          4.1 Termination for Good Reason, Other Than for Cause, Death or
Disability. If, during the Employment Period, the Company shall terminate the
Executive's employment other than for Cause, Death or Disability, or the
Executive shall terminate employment for Good Reason, the Company shall pay to
the Executive, or Executive's beneficiary as designated by him in writing to the
Company, within thirty (30) days after the Date of Termination the aggregate of
the amounts set forth in Section 4.1.2 through Section 4.1.6 in a lump sum in
cash and shall pay the amounts due under Section 4.1.1 and Section 4.1.7 as
provided in those Sections:

               4.1.1 the amount of Annual Base Salary compensation that would be
payable to the Executive over a twenty-four (24) month period, provided that the
Company will pay such amount to the Executive over the period that the
compensation would have been due had the termination not occurred;

               4.1.2 any declared and accrued, but as of then unpaid, bonus or
stock options grant (whether or not vested) to which the Execute would have
received but for such termination. Additionally, any stock options owned or
granted shall be deemed immediately vested, not forfeitable, and shall be the
property of Executive, exercisable according to their terms for the balance of
the term of years of the options;

               4.1.3 any accrued vacation pay;

               4.1.4 any amounts payable pursuant to the Company's Defined
Benefit Pension Plan, 401(k) plan, including such amounts which would have
accrued (whether or not vested) if the Executive's employment had continued
after the Date of Termination for the period then remaining under this
Agreement, as it may have been renewed as provided for in Section 1, "Employment
Period";


                                      -6-

<PAGE>

               4.1.5 any other amounts or benefits required to be paid or
provided or which the Executive is eligible to receive under any plan, program,
policy or practice or contract or agreement of the Company (such other amounts
and benefits shall be referred to as the "Other Benefits");

               4.1.6 for the remaining term of this Agreement, as it may have
been renewed pursuant to Section 1, "Employment Period," or such longer period
as may be provided by the terms of the appropriate plan, program, practice or
policy, the Company shall continue benefits to the Executive and/or the
Executive's family at least equal to those which would have been provided to
them in accordance with Section 2.2.5, "Welfare Benefit Plans," of this
Agreement if the Executive's employment had not been terminated or, if more
favorable to the Executive, as in effect generally at any time thereafter with
respect to other executives of the Company and their families, provided,
however, that if the Executive becomes re-employed with another employer and is
eligible to receive medical or other welfare benefits under another
employer-provided plan, the medical and other welfare benefits described herein
shall be secondary to those provided under such other plan during such
applicable period of eligibility, and for purposes of determining eligibility
(but not the time of commencement of benefits) of the Executive for retiree
benefits pursuant to such plans, practices, programs and policies, the Executive
shall be considered to have remained employed for the remaining term of this
Agreement, as it may have been renewed pursuant to Section 1, "Employment
Period," and to have retired on the last day of such period.

          4.2 Death. If the Executive's employment is terminated by reason of
the Executive's death during the Employment Period, this Agreement shall
terminate without further obligations to the Executive's legal representatives
under this Agreement, other than for (i) payment of any death benefit
compensation under other contracts; (ii) payment of the amounts due under the
term life insurance policy described in Section 2.2.4, "Incentive Savings and
Retirement Plans"; (iii) full vesting and non-forfeiture of stock options
granted to Executive; and (iv) the timely payment or provision of Other
Benefits. Such amounts shall be paid to the Executive's estate or beneficiary,
as applicable, in a lump sum in cash within thirty (30) days of the Date of
Termination. The term "Other Benefits" as utilized in this Section 4.2 shall
include, without limitation, and the Executive's estate and/or beneficiaries
shall be entitled to receive, benefits at least equal to the most favorable
benefits provided by the Company to the estates and beneficiaries of other
executives of the Company under such plans, programs, practices and policies
relating to death benefits, if any, as in effect with respect to other
executives and their beneficiaries at any time during the one hundred twenty
(120) day period immediately preceding the Effective Date or, if more favorable
to the Executive's estate and/or the Executive's beneficiaries, as in effect on
the date of the Executive's death with respect to other executives of the
Company and their beneficiaries.

          4.3 Disability. If the Executive's employment is terminated by reason
of the Executive's Disability under Section 3.1, "Death or Disability," during
the Employment Period, this Agreement shall terminate without further
obligations to the Company, other than for the timely payment or provision of
(i) Base Salary through the Termination Date; (ii) accrued bonus through the
Termination Date; (iii) payment of pension, 401(k), and Other Disability
Benefits; (iv) full vesting and non-forfeiture of stock options; and (v) the
receipt of fully-paid Welfare Benefit Plans under Section 2.2.5, "Welfare
Benefit Plans," for the balance of the term of this


                                      -7-

<PAGE>

Agreement. In addition, Executive shall be paid for the term of this Agreement
at regular pay periods that amount equal to the difference between his Annual
Base Salary and the disability insurance payment received by the disabled
Executive under the Company's disability insurance program. The term "Other
Benefits" as utilized in this Section 4.3 shall include, and the Executive shall
be entitled after the Disability Effective Date to receive, disability and other
benefits at least equal to the most favorable of those generally provided by the
Company to disabled executives and/or their families in accordance with such
plans, programs, practices and policies relating to disability, if any, as in
effect generally with respect to other executives and their families at any time
during the one hundred twenty (120) day period immediately preceding the
Effective Date or, if more favorable to the Executive and/or the Executive's
family, as in effect at any time thereafter generally with respect to other
executives of the Company and their families.

          4.4 Termination by the Company for Cause; and Termination by the
Executive for Other than for Good Reason. If the Executive's employment shall be
terminated for Cause during the Employment Period, this Agreement shall
terminate without further obligations to the Company other than the obligation
to pay to the Executive: (i) the Annual Base Salary through the Date of
Termination; (ii) the amount of any compensation previously deferred by the
Executive; and (iii) Other Benefits under Sections 4.2, "Death," and Section
4.3, "Disability," in each case to the extent therefore unpaid. If the Executive
voluntarily terminates employment during the Employment Period, excluding a
termination for Good Reason by the Executive, this Agreement shall terminate
without further obligations to the Company, other than for items (i), (ii) and
(iii) of this paragraph, accrued but unpaid vacation leave, and the timely
payment or provision of Other Benefits. In such case, all accrued obligations
shall be paid to the Executive in a lump sum in cash within thirty (30) days of
the Date of Termination. A termination of the Executive by the Company for Cause
or a termination by the Executive for other than Good Reason shall not affect
the status of any vested stock options.

          4.5 Change in Control. If, during the term of this Agreement and
within one year after a "Change in Control," as defined below, the Company shall
terminate the Executive's employment other than for Cause, Death or Disability
or the Executive shall terminate employment for Good Reason, the Company shall
(i) pay to the Executive the amount of compensation that would have been payable
to the Executive over the period then remaining under this Agreement and on the
same schedule as such payments would have been due had the termination not
occurred, provided that the Company shall pay the Executive for a minimum of
twenty-four (24) months on this basis; and (ii) cause all stock options issued
to the Executive that have not vested as of the termination to be immediately
vested.

               4.5.1 The term "Change in Control" shall mean an event or the
last of a series of related events by which:

               4.5.2 the Company merges or consolidates with or into another
entity or completes any other corporate reorganization, if more than fifty
percent (50%) of the combined voting power of the continuing or surviving
entity's securities outstanding immediately after such merger, consolidation or
other reorganization is owned by persons who were not stockholders of the
Company immediately prior to such merger, consolidation or other reorganization;
or


                                      -8-

<PAGE>

               4.5.3 the Company sells, transfers or otherwise disposes of all
or substantially all of the consolidated assets of the Company or its
subsidiaries and the Company does not own stock in the purchaser or purchasers
having more than fifty percent (50%) of the voting power in elections for
directors; or

               4.5.4 the composition of the Board changes, as a result of which
fewer than one half of the incumbent directors are directors who either:

                    (i)  had been directors of the Company twenty-four (24)
                         months prior to such change; or

                    (ii) were elected, or nominated for election, to the Board
                         with the affirmative votes of at least a majority of
                         the directors who had been directors of the Company
                         twenty-four (24) months prior to such change and who
                         were still in office at the time of the election or
                         nomination.

A transaction shall not constitute a Change of Control if (i) its sole purpose
is to change the state of the Company's incorporation or to create a holding
company that will be owned in substantially the same proportions by the Persons
who held the Company's securities immediately before such transaction or (ii)
the Company acquires another corporation or entity through the purchase or other
acquisition of control of the voting stock or assets of such corporation or
entity; or

               4.5.5 any Person acquires direct or indirect beneficial ownership
of more than thirty-three percent (33%) of the voting power of the Company,
whether in a single transaction or a series of transactions.

               4.5.6 As used in this Agreement, a "Person" means any "person,"
as that term is used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended, together with all of that person's "affiliates" and
"associates," as those terms are defined in Rule 12b-2 of such Act.

     5. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any plan, program,
policy or practice provided by the Company and for which the Executive may
qualify, nor, subject to Section 4, "Obligations of the Company Upon
Termination," shall anything herein limit or otherwise affect such rights as the
Executive may have under any other contract or agreement with the Company.
Amounts which are vested benefits or which the Executive is otherwise entitled
to receive under any plan, policy, practice or program of or any contract or
agreement with the Company at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement. Executive is
currently a party to, and in the future may be a party to other, employment
arrangements, agreements, and incentive plans, including but not limited to, a
death benefit plan, stock option agreements, and a change of control agreement.
This Agreement shall not supersede any of the terms or conditions of such other
agreements. To the extent of any inconsistency in these agreements, the
agreements shall be interpreted and applied in the way to


                                      -9-

<PAGE>

confer upon the Executive the greatest benefits. The agreements shall be read
and applied consistent with each other, but in the event of a conflict, the
terms most favorable to the Executive will be applied from the various
provisions of the agreements in the aggregate.

     6. FULL SETTLEMENT; LEGAL FEES. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be subject to any set-off, counterclaim, recoupment, defense
or other claim, right or action that the Company may have against the Executive.
In no event shall the Executive be obligated to seek other employment or take
any other action by way of mitigation of the amounts payable to the Executive
under any of the provisions of this Agreement and except as specifically
provided in Section 4.1.6, such amounts shall not be reduced whether or not the
Executive obtains other employment. Provided that the Executive is the
prevailing party, the Company will reimburse the Executive to the full extent
permitted by law, all legal fees and expenses that the Executive may reasonably
incur as a result of any contest by the Company, the Executive or others of the
validity or enforceability of, or liability or entitlement under, any provision
of this Agreement or any guarantee of performance thereof (whether such contest
is between the Company and the Executive or between either of them and any third
party, and including as a result of any contest by the Executive about the
amount of any payment pursuant to this Agreement), plus in each case interest on
any delayed payment at the applicable Federal rate ("Applicable Federal Rate")
provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as
amended (the "Code").

     7. CONFIDENTIAL INFORMATION; NONCOMPETITION.

          7.1 Nondisclosure. The Executive shall hold in fiduciary capacity for
the benefit of the Company all secret, proprietary or Confidential Information,
knowledge or data relating to the Company and its businesses, which shall have
been obtained by the Executive during the Executive's employment by the Company.
During the period the Executive is employed with the Company, and after
termination of the Executive's employment with the Company, the Executive shall
not, without the prior written consent of the Company or as may otherwise be
required by law or legal process, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those designated by it.
The restrictions set forth in this Section 7 will not apply to information which
is generally known to the public or in the trade, unless such knowledge results
from an unauthorized disclosure by the Executive or representatives of the
Executive in violation of this Agreement. This exception will not affect the
application of any other provisions of this Agreement to such information in
accordance with the terms of such provision. All documents and tangible things
embodying or containing Confidential Information are the Company's exclusive
property. The Executive will protect the confidentiality of their content and
will return all copies, facsimiles and specimens of them and any other form of
Confidential Information in the Executive's possession, custody or control to
the Company before leaving the employment with the Company.

          7.2 Definition of Confidential Information. The term "Confidential
Information" includes all information of any nature and in any form which at the
time or times concerned is not generally known to the public, other than by act
or acts of an employee not authorized by Company to disclose such information,
and which relates to any one or more of


                                      -10-

<PAGE>

the aspects of the present and past business of Company or any of its
predecessors, including, but not limited to, patents and patent applications,
inventions and improvements, whether patentable or not, development projects,
policies, processes, formulas, techniques, know-how and other facts relating to
sales, advertising, franchising, promotions, financial matters, customers,
customer lists, customer purchases or requirements, licenses or trade secrets.

          7.3 Competition. During the term of the Executive's employment with
the Company, and for the period during which he receives compensation from the
Company under Section 4.1.1 after the termination of his employment with the
Company, the Executive will not, directly or indirectly, engage, participate or
invest in or be employed by any business anywhere in the world which:

               7.3.1 develops or manufactures products that are competitive with
or similar to products developed or manufactured by the Company; or

               7.3.2 distributes, markets or otherwise sells products
manufactured by others which are competitive with or similar to products
distributed, marketed or sold by the Company; or provides services which are
competitive with or similar to services provided by the Company, including, in
each case, any products or services the Company has under development or which
are the subject of active planning at any time during the term of the
Executive's employment.

          The foregoing restriction shall apply regardless of the capacity in
which the Executive engages or engaged, participates or participated, or invests
or invested in or is employed by a given business, whether as owner, partner,
shareholder, consultant, agent, Executive, co-venturer or otherwise. In
addition, during the term of the Executive's employment with the Company, and
for a period of twelve (12) months thereafter, the Executive will not, directly
or indirectly, without the prior written consent of the Company, solicit for
hire with any business any person who is employed by the Company at such time or
was employed by the Company within the preceding twelve (12) months. The
provisions of this Section 7 shall not prevent the Executive from acquiring or
holding publicly traded stock or other publicly traded securities of a business,
so long as the Executive's ownership does not exceed ten percent (10%) of the
outstanding securities of such company of the same class as those held by the
Executive or from engaging in any activity or having an ownership interest in
any business that is reviewed by the Board. The Executive understands that the
restrictions set out in this Section 7 are intended to protect the Company's
interest in its secret, proprietary or Confidential Information and established
customer relationships and goodwill, and agrees that such restrictions are
reasonable and appropriate for this purpose.

          7.4 Damages. The Executive agrees that it would be difficult to
measure any damages caused to the Company which might result from any breach by
the Executive of the promises set forth in this Agreement, and that in any event
money damages would be an inadequate remedy for any such breach. Accordingly,
the Executive agrees that in the case of breach, or proposed breach, of any
portion of this Agreement, the Company shall be entitled, in addition to all
other remedies that it may have, to an injunction or other appropriate equitable
relief to restrain any such breach without showing or proving any actual damage
to the Company.


                                      -11-

<PAGE>

     8. DISPUTE RESOLUTION. If there shall be any dispute between the Company
and the Executive (i) in the event of any termination of the Executive's
employment by the Company, provided such termination was not for Cause, or (ii)
otherwise arising out of this Agreement, the dispute will be resolved in
accordance with the dispute resolution procedures set forth in Exhibit A
attached to this Agreement, the provisions of which are incorporated as a part
of this Agreement, and the parties of this Agreement agree that such dispute
resolution procedures will be the exclusive method for resolution of disputes
under this Agreement; provided, however, that (a) either party may seek
preliminary judicial relief if, in such party's judgment, such action is
necessary to avoid irreparable injury during the pendency of such procedures,
and (b) nothing in Exhibit A will prevent either party from exercising the
rights of termination set forth in this Agreement. IT IS EXPRESSLY UNDERSTOOD
THAT BY SIGNING THIS AGREEMENT, WHICH INCORPORATES BINDING ARBITRATION, THE
COMPANY AND EXECUTIVE AGREE, EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE IN
SECTION 7, "CONFIDENTIAL INFORMATION; NONCOMPETITION," AND THIS SECTION 8, TO
WAIVE COURT OR JURY TRIAL AND TO WAIVE PUNITIVE, STATUTORY, CONSEQUENTIAL, AND
ANY DAMAGES, OTHER THAN COMPENSATORY DAMAGES.

     9. SUCCESSORS.

          9.1 This Agreement is personal to the Executive and without the prior
written consent of the Company shall not be assigned by the Executive otherwise
than by will or the laws of descent and distribution. This Agreement shall inure
to the benefit of and be enforceable by the Executive's legal representatives.

          9.2 This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.

          9.3 The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, the term "Company" shall mean the
Company as defined above and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

     10. MISCELLANEOUS.

          10.1 This Agreement shall be governed by and construed in accordance
with the laws of the State of Michigan, without reference to principles of
conflict of laws. The captions of this Agreement are set forth for convenience
only and shall have no separate force or effect. This Agreement may not be
amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

          10.2 All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:


                                      -12-

<PAGE>

                                        If to the Executive:

                                        David W. Morgan
                                        1775 Brandywine Drive
                                        Bloomfield Hills, Michigan 48304

                                        If to the Company:

                                        Ecology Coatings, Inc.
                                        ATTN: Secretary
                                        35980 Woodward Avenue, Suite 200
                                        Bloomfield Hills, Michigan 48304

                                        With a copy to:

                                        Chairman - Compensation Committee of
                                        the Board of Directors
                                        c/o Ecology Coatings, Inc.
                                        35980 Woodward Avenue, Suite 200
                                        Bloomfield Hills, Michigan 48304

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

          10.3 The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

          10.4 The Company may withhold from any amounts payable under this
Agreement such Federal, state, local or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

          10.5 The failure of the Executive or the Company to insist upon strict
compliance with any provision hereof or any other provision of this Agreement or
the failure to assert any right the Executive or the Company may have hereunder,
including, without limitation, shall not be deemed to be a waiver of such
provision or right or any other provision or right of this Agreement, except
that if the Executive chooses to terminate employment for Good Reason pursuant
to Section 3.3, "Good Reason," and complies with the provisions of Section 3,
"Termination of Employment," the Executive shall only be entitled to
compensation and benefits applicable to such event of termination.

     IN WITNESS WHEREOF, pursuant to the authorization from its Compensation
Committee and Board of Directors, the Company has caused this Agreement to be
executed in its name on its behalf, as of the dates first above written.


                                      -13-

<PAGE>

                                        COMPANY:

                                        ECOLOGY COATINGS, INC.


                                        By /s/ Richard D. Stromback
                                           -------------------------------------
                                           Richard D. Stromback
                                           Chairman


                                        EXECUTIVE:


                                        /s/ David W. Morgan
                                        ----------------------------------------
                                        David W. Morgan


                                      -14-

<PAGE>

                                    EXHIBIT A

                          DISPUTE RESOLUTION PROCEDURES

     1. If a controversy arises that is covered by Section 8, "Dispute
Resolution," of the Agreement, then not later than twelve (12) months from the
date of the event that is the subject of dispute either party may serve on the
other a written notice specifying the existence of such controversy and setting
forth in reasonably specific detail the grounds of the notice ("Notice of
Controversy"); provided that, in any event, the other party will have at least
thirty (30) days from and after the date of the Notice of Controversy to serve a
written notice of any counterclaim ("Notice of Counterclaim"). The Notice of
Counterclaim will specify the claim or claims in reasonably specific detail. If
the Notice of Controversy or the Notice of Counterclaim, as the case may be, is
not served within the applicable period, the claim set forth therein will be
deemed to have been waived, abandoned and rendered unenforceable.

     2. For a three (3) week period following receipt of the Notice of
Controversy or the Notice of Counterclaim, as the case may be, the parties will
make a good faith effort to resolve the dispute through negotiation ("Period of
Negotiation"). Neither party will take any action during the Period of
Negotiation to initiate arbitration proceedings.

     3. If the parties agree during the Period of Negotiation to mediate the
dispute, then the Period of Negotiation will be extended by an amount of time to
be agreed upon by the parties to permit such mediation. In no event, however,
may the Period of Negotiation be extended by more than five weeks or, stated
differently, in no event may the Period of Negotiation be extended to encompass
more than a total of eight weeks.

     4. If the parties agree to mediate the dispute but are thereafter unable to
agree within a week on the format and procedures for the mediation, then the
effort to mediate will cease, and the period of Negotiation will terminate four
weeks from the Notice of Controversy or the Notice of Counterclaim, as the case
may be.

     5. Following the termination of the Period of Negotiation, the dispute,
including the main claim and counterclaim, if any, will be settled by
arbitration, governed by the Federal Arbitration Act, 9 U.S.C. Section 1 et seq.
("FAA"), and judgment upon the award may be entered in any court having
jurisdiction. The format and procedures of the arbitration are set forth below
(referred to below as the "Arbitration Agreement").

     6. A notice of intention to arbitrate ("Notice of Arbitration") will be
served within forty-five (45) days of the termination of the Period of
Negotiation. If the Notice of Arbitration is not served within this period, the
claim set forth in the Notice of Controversy or the Notice of Counterclaim, as
the case may be, will be deemed to have been waived, abandoned and rendered
unenforceable.

     7. The arbitration, including the Notice of Arbitration, will be governed
by the Commercial Rules of the American Arbitration Association ("AAA") in
effect on the date of the Notice of Arbitration, except that the terms of this
Arbitration Agreement will control in the

<PAGE>

event of any difference or conflict between such Rules and the terms of this
Arbitration Agreement.

     8. The arbitrator will reach a decision on the merits on the basis of
applicable legal principles as embodied in the law of the State of Michigan. The
arbitration hearing will take place in Detroit, Michigan.

     9. There will be one arbitrator, regardless of the amount in controversy.
The arbitrator selected, in order to be eligible to serve, will be a lawyer in
Detroit, Michigan with at least fifteen (15) years experience specializing in
either general commercial litigation or general corporate and commercial
matters. In the event the parties cannot agree on a mutually acceptable single
arbitrator from the list submitted by the AAA, the AAA will appoint the
arbitrator who will meet the foregoing criteria.

     10. At the time of appointment and as a condition of the appointment, the
arbitrator will be apprised of the time limitations and other provisions of this
Arbitration Agreement and will indicate such dispute resolver's agreement to the
Tribunal Administrator to comply with such provisions and time limitations.

     11. During the thirty (30) day period following appointment of the
arbitrator, either party may serve on the other a request for limited numbers of
documents directly related to the dispute. Such documents will be produced
within seven (7) days of the request.

     12. Following the thirty-day period of document production, there will be a
forty-five (45) day period during which limited depositions will be permissible.
Neither party will take more than five (5) depositions, and no deposition will
exceed three (3) hours of direct testimony.

     13. Disputes as to discovery or prehearing matters of a procedural nature
will be promptly submitted to the arbitrator pursuant to telephone conference
call or otherwise. The arbitrator will make every effort to render a ruling on
such interim matters at the time of the hearing (or conference call) or within
five (5) business days thereafter.

     14. Following the period of depositions, the arbitration hearing will
promptly commence. The arbitrator will make every effort to commence the hearing
within thirty (30) days of the conclusion of the deposition period and, in
addition, will make every effort to conduct the hearing on consecutive business
days to conclusion.

     15. An award will be rendered, at the latest, within nine (9) months of the
date of the Notice of Arbitration and within thirty (30) days of the close of
the arbitration hearing. The award will set forth the grounds for the decision
(findings of fact and conclusions of law) in reasonably specific detail. The
award will be final and nonappealable except as provided in the FAA and except
that a court of competent jurisdiction will have the power to review whether, as
a matter of law, based upon the findings of fact by the arbitrator, the award
should be confirmed or should be modified or vacated in order to correct any
errors of law made by the arbitrator. Such judicial review will be limited to
issues of law, and the parties agree that the findings of fact made by the
arbitrator will be final and binding on the parties and will serve as the facts
to


                                      -2-

<PAGE>

be relied upon by the court in determining the extent to which the award
should be confirmed, modified or vacated.

     The award may only be made for compensatory damages, and if any other
damages (whether exemplary, punitive, consequential, statutory or other) are
included, the award will be vacated and remanded, or modified or corrected, as
appropriate to promote this damage limitation.


                                      -3-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>15
<FILENAME>k16632exv10w11.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT OF TIMOTHY J. TANNER
<TEXT>
<PAGE>

                                                                   Exhibit 10.11

                                  June 1, 2007

Mr. Timothy J. Tanner
6435 Midway Manor Dr.
Mount Vernon, Indiana 47620

     RE: OFFER OF EMPLOYMENT - ECOLOGY COATINGS, INC.

Dear Tim,

On behalf of Ecology Coatings, Inc. (the "Company"), I am pleased to offer you
the position of Vice President, Business Development at a monthly salary of
Eleven Thousand two hundred and fifty and 00/100 dollars ($11,250.00) that is
equivalent to an annual salary of One Hundred thirty-five thousand and 00/100
dollars ($135,000.00). You will report directly to the Company's Chief Executive
Officer and President. Your salary will be paid bimonthly in equal installments
in accordance with the Company's standard payroll policies. You will receive a
Fifteen Thousand and 00/100 dollar ($15,000.00) "signing" bonus. The bonus will
be paid in three (3) Five Thousand and 00/100 dollar ($5,000.00) increments on
the second, fourth and sixth-month anniversary of your employment with the
Company. Payment of the bonus will depend on your continued employment with the
Company.

You will also be granted an option (the "Option") to purchase ten thousand
(10,000) shares of the Company's Common Stock at an exercise price of Two
dollars ($2.00) per share. The shares of Common Stock subject to such Option
(the "Options Shares") will vest over a two (2) year period as follows: Fifty
percent (50%) of the shares will vest on June 1, 2008, and the remaining shares
will vest on June 1, 2009 (the "Vesting Period"). Vesting will depend on your
continued employment with the Company. The Option shall have a ten-year term
from the date hereof, and will be incentive stock options to the extent
allowable under the Internal Revenue Code and non-qualified options as to the
balance.

In addition, as an employee of the Company you are entitled to a number of
benefits. You shall be entitled to participate in any incentive, savings, or
retirement plan offered to similarly situated employees of the Company. The
Company intends to adopt a management incentive, as well as an individual
account plan (e.g., IRA, 401(k)), at the beginning of the next fiscal, which
begins October 1, 2007. The contemplated incentive plan will provide cash and
equity option awards based on results towards Company and individual objectives
established prior to the plan year. Typically, such plans provide a

<PAGE>

range of compensation against plan achievement awards in cash and stock options
that will be at least 10% to 25% of base salary depending on both Company
financial performance and individual achievement towards objectives set up prior
to the fiscal year.

Similarly, you shall be eligible for participation in and shall receive all
benefits under any welfare benefit plans, practices, policies and programs
provided by the Company (including, without limitation, medical, prescription,
dental, disability, salary continuance, employee life, group life, accidental
death and travel accident insurance plans and programs). Such coverage shall be
comparable to similarly situated employees of the Company. Should you elect to
opt out of any or all of the aforementioned welfare benefit plans, the Company
will reimburse you for the reasonable cost of such coverage, but only to the
extent that such cost does not exceed cost of the Company providing coverage
under its own welfare benefits plans directly to you.

Finally, you will be entitled to ten (10) paid vacation days annually.

For the duration of your employment with the Company, you will devote your free
time, skill and attention to your duties and responsibilities as the Company's
Vice President, Business Development. In this capacity, you will be responsible
for the overall direction of global sales, marketing and business development.
Your duties will include, but are not limited to: (1) market identification and
definition; (2) strategic marketing development planning; (3) implementation of
plans including direct participation with key customers; (4) management of sales
and field technical service personnel; and (5) development of the Company's
overall business development capability.

You may use your home as a base of operation and we will reimburse you for
incremental expenses to operate such office including high speed internet
access, a business telephone line and common office materials. Our expectation
is that you will be away from home as needed to satisfy Company, customer and
other obligations. Travel expenses that are paid by personal credit cards will
be reimbursed as needed to meet payment invoice timing and you will have the use
of a Company credit card.

We believe that your abilities and our needs are compatible and that your
acceptance of this offer will prove mutually beneficial. However, it is
understood and agreed that your employment is terminable at the will of either
party and is not an employment agreement for a year or any other specified term.
Your status as an at-will employee cannot be changed by any statement, promise,
policy, course of conduct, in writing or manual except through a written
agreement signed by the Chief Executive Officer of the Company.

The Company requires that you execute the Confidentiality Agreement, which is
attached hereto prior to commencement of employment with the Company.

This letter and the Confidentiality Agreement comprise the entire agreement with
respect to your employment. The terms of this offer may only be changed by
written agreement. Your term of employment will commence upon the closing of the
Company's proposed


                                      -2-

<PAGE>

merger transaction, or as soon thereafter as is practical. Please indicate your
consent to the terms contained in this offer letter by signing and returning a
copy to me at your earliest convenience.

                                        Yours very truly,


                                        /s/ F. Thomas Krotine
                                        ----------------------------------------
                                        F. Thomas Krotine
                                        Chief Executive Officer &
                                        President


Agreed to June 1, 2007


/s/ Timothy J. Tanner
- -------------------------------------
Timothy J. Tanner


                                      -3-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>16
<FILENAME>k16632exv10w12.txt
<DESCRIPTION>FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT OF ADAM S. TRACY
<TEXT>
<PAGE>

                                                                   Exhibit 10.12

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
                                OF ADAM S. TRACY

     THIS FIRST AMENDMENT is made as of the 1st Day of July, 2007 (the
"Amendment Date") by and between Ecology Coatings, Inc. (the "Company") and Adam
S. Tracy, Esq. ("Executive") (collectively, the "Parties"):

     WHEREAS, the Parties previously entered into an employment contract on
November 1, 2006 (the "Effective Date") under which Executive was retained to
serve as Vice President of the Company for a period of twenty-four (24) months
(the "Agreement") (See Exhibit A);

     WHEREAS, the Board of Directors (the "Board") of the Company has determined
that the Company has made a significant investment in Executive's professional
development and has a strong and legitimate business interest in preserving and
protecting such investment, and;

     WHEREAS, the Board has further determined that it is in the Company's best
interest to amend the Agreement so as to ensure the continued availability to
the Company of the Executive's services, and the Executive is willing to accept
such amendment and render such services, all upon and subject to the terms and
conditions contained in this Agreement.

     NOW THEREFORE, in consideration of the mutual obligations and promises as
set forth herein, the Parties do hereby agree as follows:

     I. Employment Period. The term of the Agreement shall expire on November 1,
2009, subject to earlier termination of employment as provided for in the
Agreement.

     II. Position. During the Employment Period, Executive will be employed in
executive capacities in the positions of Vice President, General Counsel and
Secretary of the Company, or in other such positions as designated by the Board,
at its offices in Bloomfield Hills, Michigan, or other such place designated by
the Board.

     III. Compensation.

          a. Base Salary. During the Employment Period, Executive shall receive
     an annual base salary of One Hundred Forty thousand and 00/100 dollars
     ($140,000.00). Thereafter, the Board or the Compensation Committee of the
     Board (the "Committee") may review the Executive's salary and total cash
     compensation within one hundred twenty (120) days of the end of each of the
     Company's fiscal years during the Employment Period to determine what, if
     any, increases shall be made thereto. The base salary payable to the
     Executive in any given year is hereafter referred to as the "Annual Base
     Salary." Any increase in the Annual Base Salary shall not serve to limit or
     reduce any other obligation to the Executive under this Agreement. The
     Annual Base Salary shall not be reduced after any increase and the term
     "Annual Base Salary," as used in this Agreement, shall refer to the Annual
     Base Salary as increased. The Annual Base Salary shall in all instances be
     payable in twenty-four (24) equal semi-monthly installments

<PAGE>

          b. Grant of Stock Options.

               i. The Company shall issue Executive options to purchase Twenty
               Five Thousand (25,000) shares of the Company's common stock (the
               "Immediate Options"). The exercise price of the Immediate Options
               shall be Two and 00/100 dollars ($2.00). The Immediate Options
               shall carry no restriction on exercise and will have a ten (10) -
               year term from the Amendment Date. The Company shall register the
               Immediate Options as part of the first registration statement
               filed with the Securities Exchange Commission from the date
               hereof. See Exhibit "B."

               ii. The Company shall issue Executive options to purchase Thirty
               Seven Thousand five hundred (37,500) shares of the Company's
               common stock (the "Twelve-Month Options"). The exercise price of
               the Twelve-Month Options shall be Two and 00/100 dollars ($2.00).
               The Twelve-Month Options shall be restricted from exercise for a
               period of twelve (12) months from the Amendment Date. The Twelve
               Month Options shall have a ten (10) - year term from the
               Amendment Date. See Exhibit "C."

               iii. The Company shall issue Executive options to purchase Twenty
               Five Thousand (25,000) shares of the Company's common stock (the
               "Twenty-Four Month Options"). The exercise price of the
               Twenty-Four Month Options shall be Two and 00/100 dollars
               ($2.00). The Twenty-Four Month Options shall be restricted from
               exercise for a period of thirty (30) months from the Amendment
               Date. The Twenty-Four Month Options shall have a ten (10) - year
               term from the Amendment Date. See Exhibit "D."

          c. Bonus. The Company shall make a one-time after tax payment of
     Twelve Thousand five hundred and 00/100 dollars (12,500.00) to Executive.

          d. Cellular Phone Expense. The Company shall reimburse Executive for
     all expenses relating to Executive's cellular phones no.'s (248) 495-8550
     and (646) 805-8446. Executive shall provide the Company with a copy of each
     invoice with respect thereto.

          e. Health Care Reimbursement. The Company shall reimburse Executive
     for Executive's monthly premium payment with respect to Aetna policy number
     W155977115. Executive shall provide the Company with a copy of each invoice
     with respect thereto.

     IV. Option Agreements. The Company agrees to duly authorize, properly
execute, acknowledge, and deliver to Executive the Option Agreements attached
hereto. See Exhibits "B", "C" and "D."

     V. Scope of Amendment. All of the terms and conditions of the Consulting
Agreement shall be in full force and effect unless amended and changed by this
First


                                      -2-

<PAGE>

Amendment. This First Amendment shall supersede and replace the terms of the
Consulting Agreement to the extent contemplated and so amended hereby.

     IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
hereto have executed this First Amendment as the day and year first above
written.

ADAM S. TRACY, ESQ.


/S/ Adam S. Tracy
- -------------------------------------
Adam S. Tracy, Esq.


ECOLOGY COATINGS, INC.


/S/ Richard D. Stromback
- -------------------------------------
Richard D. Stromback, Chairman


                                      -3-

<PAGE>

                                   EXHIBIT "A"


                                      -4-

<PAGE>

                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT is by and between Ecology Coating, Inc., a California
corporation (the "Company"), and Adam S. Tracy (the "Executive") and is entered
to be effective as of November 1, 2006 (the "Effective Date").

                                    RECITALS

     WHEREAS, the Board of Directors of the Company (the "Board") has determined
that it is in the best interests of the Company and its shareholders to assure
that the Company will have the continued employment and dedication of the
Executive; and

     WHEREAS, the Board has further determined that it is desirable to provide
the Executive with compensation and benefits terms which adequately compensate
the Executive for the services he renders to the Company, and, to ensure that
such compensation and benefits are consistent with those of like executives of
other public companies.

                                    AGREEMENT

     Now, therefore, it is hereby agreed as follows:

     1. EMPLOYMENT PERIOD. The term of this Agreement shall commence as of the
Effective Date and shall expire, subject to earlier termination of employment as
hereinafter provided, on November 1, 2008 (the "Employment Period"); provided,
however, that on any day prior to and including November 1, 2008, the Employment
Period may be extended by the Company for an additional year unless prior
thereto either party has given written notice to the other that such party does
not wish to extend the term of this Agreement This Agreement may be terminated
prior to or on the last day of the Employment Period by (i) the Company for
Cause (as defined in Section 3.2 below), (ii) the Executive for Good Reason (as
defined in Section 3.3 below) or (iii) (the "Company" or the "Executive") upon
thirty (30) days written notice given by one party to the other party for any
reason except Death or Disability.

     2. TERMS OF EMPLOYMENT.

          2.1 Position and Duties.

               2.1.1 Position. During the Employment Period, the Executive will
be employed in executive capacities in the positions of Vice President of the
Company, or in other such positions as designated by the Board, at its office
in, Bloomfield Hills, Michigan, or such other place designated by the Board.

               2.1.2 Duties.

                    2.1.2.1 During the Employment Period, and excluding any
     periods of vacation and sick leave to which the Executive is entitled, the
     Executive will devote his full attention and time to the business and
     affairs of the Company. In the position of Vice President the Executive
     will supervise the business and affairs of the


                                      -5-

<PAGE>

     Company and the performance by all of its other officers of their
     respective duties, subject to the control of the Board. While acting in any
     other position, the Executive will undertake only such duties and tasks as
     are appropriate for a person in such position. The Executive will report to
     Richard D. Stromback, to such other individual designated by him, or should
     he fail to designate such other individual, the Chairman of the Board. The
     Executive will use his best efforts to perform faithfully and efficiently
     such duties and responsibilities.

                    2.1.2.1 While employed hereunder, the Executive agrees to
     devote all of his business time, attention, skill and efforts to the
     faithful and efficient performance of his duties under this Agreement;
     provided, however, that the Executive may engage in the following
     activities so long as they are approved in advance by the Board and do not
     interfere in any material respect with the performance of Executive's
     duties and responsibilities hereunder: (i) serve on corporate, civic or
     charitable boards or committees and (ii) deliver lectures, fulfill speaking
     engagements or teach on a part-time basis at educational institutions.

          2.2 Compensation.

               2.2.1 Base Salary. The Executive shall receive an annual base
salary of One Hundred thousand dollars 00/100 ($100,000.00) from the Effective
Date through November 1, 2008. Thereafter, the Board or the Compensation
Committee of the Board (the "Committee") may review the Executive's salary and
total cash compensation within one hundred twenty (120) days of the end of each
of the Company's fiscal years during the Employment Period to determine what, if
any, increases shall be made thereto. The base salary payable to the Executive
in any given year is hereafter referred to as the "Annual Base Salary." Any
increase in the Annual Base Salary shall not serve to limit or reduce any other
obligation to the Executive under this Agreement. The Annual Base Salary shall
not be reduced after any increase and the term "Annual Base Salary," as used in
this Agreement, shall refer to the Annual Base Salary as increased. The Annual
Base Salary shall in all instances be payable in twenty-four (24) equal
semi-monthly installments.

               2.2.2 Annual Bonus and Option Plans. The Executive shall also be
eligible to participate in any applicable Company bonus plan or program, stock
option, restricted stock or other plan or program in effect immediately prior to
the Effective Date, or put into effect by the Board at any time after the
Effective Date or the Amendment Effective Date.

               2.2.3 Grant of Stock Options. The Company shall issue the
Executive options to purchase three hundred thousand (300,000) shares of the
Company's common stock after completion of its first private placement to
investors after the Effective Date of this Agreement. The exercise price of the
options shall be equal to the price of the common stock sold in the private
placement. The options shall vest as follows: 100% on the second anniversary of
the Effective Date. The options issued under this Section 2.2.3 have a ten-year
term from the date of their issue, and will be incentive stock options to the
extent allowable under the Internal Revenue Code and non-qualified options as to
the balance.

               2.2.4 Incentive, Savings and Retirement Plans. During the
Employment Period, the Executive shall be entitled to participate in all
incentive, savings and retirement


                                      -6-

<PAGE>

plans, practices, policies and programs applicable generally to other executives
of the Company, as the same may be amended from time to time, but in no event
shall such plans, practices, policies and programs provide the Executive with
incentive opportunities, savings opportunities and retirement benefit
opportunities, in each case, less favorable, in the aggregate, than the most
favorable of those provided by the Company to other executives of the Company;
provided, however, the dollar value awarded Executive in the reasonable
discretion of management need not be equal to that awarded to all other
executives.

               2.2.5 Welfare Benefit Plans. During the Employment Period, the
Executive and/or the Executive's family, as the case may be, shall be eligible
for participation in and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Company (including, without
limitation, medical, prescription, dental, disability, salary continuance,
employee life, group life, accidental death and travel accident insurance plans
and programs, collectively referred to in this Section 2.2.5 as the "Welfare
Benefit Plans") to the extent applicable generally to other executives of the
Company, but in no event shall such Welfare Benefit Plans, programs provide the
Executive with benefits which are less favorable, in the aggregate, than the
most favorable of such Welfare Benefit Plans provided generally at any time
after the Effective Date to other executives of the Company. If the Executive
elects to opt out of any or all of the foregoing Welfare Benefit Plans that the
Company offers because Executive has his own coverage in such areas, the Company
will reimburse the Executive for the reasonable cost of such coverage, but only
to the extent that such cost does not exceed cost of the Company providing
coverage under its own Welfare Benefit Plans directly to the Executive.

               2.2.6 Expenses. During the Employment Period, the Executive shall
be entitled to receive prompt reimbursement for all reasonable expenses incurred
by the Executive in the conduct of Company business.

               2.2.7 Vacation. During the Employment Period, the Executive shall
be entitled to paid vacation of two weeks annually and otherwise be in
accordance with the plans, policies, programs and practices of the Company in
all respects as in effect for the Executive during the one hundred twenty (120)
day period immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect generally at any time after the Effective Date with
respect to other executives of the Company.

               2.2.8 Bar Examination Fees. The Company shall also reimburse the
Executive for any fees related to obtaining membership to the bar of any
jurisdiction.

               2.2.9 No Management Fees. In no event shall the Executive be
entitled to receive any additional compensation for serving as a member and/or
manager of the Company or any affiliate of the Company.

     3. TERMINATION OF EMPLOYMENT.

          3.1 Death or Disability. The Executive's employment shall terminate
automatically upon the Executive's death during the Employment Period. If the
Company determines in good faith that any Disability of the Executive has
occurred during the Employment Period (pursuant to the definition of Disability
set forth below), it may give to the


                                      -7-

<PAGE>

Executive written notice in accordance with Section 10.2, of its intention to
terminate the Executive's employment. In such event, the Executive's employment
with the Company shall terminate effective on the thirtieth (30th) day after
receipt of such notice by the Executive (the "Disability Effective Date"),
provided that, within the thirty (30) days after such receipt, the Executive
shall not have returned to full-time performance of the Executive's duties. For
purposes of this Agreement, the term "Disability" shall mean the absence of the
Executive from the Executive's duties with the Company on a full-time basis for
one hundred eighty (180) consecutive business days as a result of incapacity due
to mental or physical illness certified by a physician selected by the Company
or its insurers and acceptable to the Executive or the Executive's legal
representative.

          3.2 Cause. The Company may terminate the Executive's employment during
the Employment Period for Cause. For purposes of this Agreement, the term
"Cause" shall mean: (i) the willful and continued failure of the Executive to
perform substantially the Executive's duties with the Company as set forth in
Section 2.1.2, "Duties," (other than any such failure resulting from incapacity
due to physical or mental illness), after a written demand for substantial
performance is delivered to the Executive by the Board, accompanied by a
resolution adopted by the vote of two-thirds (2/3) of the entire Board,
excluding the Executive, at a meeting of the Board held for such purpose, which
resolution specifically identifies the manner in which the Board believes that
the Executive has not substantially performed the Executive's duties and
Executive has not cured any such failure to perform within thirty (30) business
days of such demand; (ii) material violation of any of the Company's policies;
(iii) breach by the Executive of his obligations under this Agreement; or (iv)
if the Executive is charged with illegal conduct by a governmental body or
regulatory authority, or has engaged in gross misconduct that is materially
injurious to the Company as determined by a resolution adopted by the vote of
three-fourths (3/4) of the entire Board, excluding the Executive, at a meeting
of the Board held for such purpose, which resolution specifically identifies the
alleged illegal conduct or gross misconduct. For purposes of this provision, no
act or failure to act, on the part of the Executive, shall be considered
"willful" unless it is done, or omitted to be done, by the Executive in bad
faith. The vote of the Board on the resolutions contemplated in (i) and (iv) of
this Section 3.2 will not be taken until after written notice of not less than
five (5) business days to the Executive of the meeting and an opportunity for
Executive to be heard before the Board at such meeting.

          3.3 Good Reason. The Executive may terminate his employment for Good
Reason at any time within ninety (90) days after the Executive first has actual
knowledge of the occurrence of such Good Reason. For purposes of this Agreement,
the term "Good Reason" shall mean:

               3.3.1 the assignment to the Executive of any duties that are not
consistent with the duties set forth in Section 2.1.2, "Duties," or any other
action by the Company that results in a material diminution in any of the
Executive's positions as set forth in Section 2.1.1, "Position," or in the
Executive's authority, duties or responsibilities, excluding for this purpose an
isolated, insubstantial 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;

               3.3.2 any failure by the Company to comply with any of the
provisions of Section 2.2, "Compensation," other than an isolated, insubstantial
and inadvertent failure not


                                      -8-

<PAGE>

occurring in bad faith and which is remedied by the Company promptly after
receipt of notice thereof given by the Executive;

               3.3.3 the Company's requiring the Executive, without the
Executive's consent and full agreement, to be based at any office other than in
the Bloomfield Hills, Michigan area or a position other than as provided in
Section 2.1.1;

               3.3.4 any purported termination by the Company of the Executive's
employment otherwise than as expressly permitted by this Agreement;

               3.3.5 any action taken by the Company or its Board of Directors
in connection with a "Change in Control," as defined in Section 4.5, "Change in
Control," that results in the Executive being removed as the Vice President of
the Company without the Executive's consent; or

               3.3.6 any failure by the Company to comply with and satisfy
Section 9.3.

          3.4 Notice of Termination. Any termination by the Company for Cause,
or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 10.2 of
this Agreement. For purposes of this Agreement, the term "Notice of Termination"
means a written notice that:

               3.4.1 indicates the specific termination provision in this
Agreement relied upon;

               3.4.2 to the extent applicable, sets forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated; and

               3.4.3 if the Date of Termination (as defined below) is other than
the date of receipt of such notice, specifies the termination date, which date
shall be not more than thirty (30) days after the giving of such notice. The
failure by the Executive or the Company to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of Good
Reason or Cause shall not waive any right of the Executive or the Company,
respectively, hereunder or preclude the Executive or the Company, respectively,
from asserting such fact or circumstance in enforcing the rights of the
Executive or the Company under this Agreement.

          3.5 Date of Termination. The term "Date of Termination" means:

               3.5.1 if the Executive's employment is terminated by the Company
for Cause, or by the Executive for Good Reason, the date of receipt of the
Notice of Termination or any later date specified therein, as the case may be;

               3.5.2 if the Executive's employment is terminated by the Company
other than for Cause or Disability, the date on which the Company notifies the
Executive of such termination; and


                                      -9-

<PAGE>

               3.5.3 if the Executive's employment is terminated by reason of
death or Disability, the date of death of the Executive or the Disability
Effective Date, as the case may be.

          3.6 Resignation as Director. If the Executive's employment under this
Agreement is terminated for any reason, the Executive shall resign as a director
of the Company and as a director, member and/or manager of all affiliates of the
Company of which Executive is a director, member and/or manager. Such
resignation will be effective (i) in the case of a termination by the Executive
pursuant to Section 1, "Employment Agreement," or Section 3, "Termination of
Employment," on the date the Executive delivers the relevant Notice of
Termination in accordance with such Sections; (ii) in the case of a termination
by the Company, on the date Executive receives the relevant Notice of
Termination; and (iii) in the case of a termination for any other reason, no
later than the relevant Termination Date.

     4. OBLIGATIONS OF THE COMPANY UPON TERMINATION.

          4.1 Termination for Good Reason, Other Than for Cause, Death or
Disability. If, during the Employment Period, the Company shall terminate the
Executive's employment other than for Cause, Death or Disability, or the
Executive shall terminate employment for Good Reason, the Company shall pay to
the Executive, or Executive's beneficiary as designated by him in writing to the
Company, within thirty (30) days after the Date of Termination the aggregate of
the amounts set forth in Section 4.1.2 through Section 4.1.6 in a lump sum in
cash and shall pay the amounts due under Section 4.1.1 and Section 4.1.7 as
provided in those Sections:

               4.1.1 the amount of Annual Base Salary compensation that would be
payable to the Executive over a twenty-four (24) month period, provided that the
Company will pay such amount to the Executive over the period that the
compensation would have been due had the termination not occurred;

               4.1.2 any declared and accrued, but as of then unpaid, bonus or
stock options grant (whether or not vested) to which the Execute would have
received but for such termination. Additionally, any stock options owned or
granted shall be deemed immediately vested, not forfeitable, and shall be the
property of Executive, exercisable according to their terms for the balance of
the term of years of the options;

               4.1.3 any accrued vacation pay;

               4.1.4 any amounts payable pursuant to the Company's Defined
Benefit Pension Plan, 401(k) plan, including such amounts which would have
accrued (whether or not vested) if the Executive's employment had continued
after the Date of Termination for the period then remaining under this
Agreement, as it may have been renewed as provided for in Section 1, "Employment
Period";

               4.1.5 any other amounts or benefits required to be paid or
provided or which the Executive is eligible to receive under any plan, program,
policy or practice or contract or agreement of the Company (such other amounts
and benefits shall be referred to as the "Other Benefits");


                                      -10-

<PAGE>

               4.1.6 for the remaining term of this Agreement, as it may have
been renewed pursuant to Section 1, "Employment Period," or such longer period
as may be provided by the terms of the appropriate plan, program, practice or
policy, the Company shall continue benefits to the Executive and/or the
Executive's family at least equal to those which would have been provided to
them in accordance with Section 2.2.5, "Welfare Benefit Plans," of this
Agreement if the Executive's employment had not been terminated or, if more
favorable to the Executive, as in effect generally at any time thereafter with
respect to other executives of the Company and their families, provided,
however, that if the Executive becomes re-employed with another employer and is
eligible to receive medical or other welfare benefits under another
employer-provided plan, the medical and other welfare benefits described herein
shall be secondary to those provided under such other plan during such
applicable period of eligibility, and for purposes of determining eligibility
(but not the time of commencement of benefits) of the Executive for retiree
benefits pursuant to such plans, practices, programs and policies, the Executive
shall be considered to have remained employed for the remaining term of this
Agreement, as it may have been renewed pursuant to Section 1, "Employment
Period," and to have retired on the last day of such period.

          4.2 Death. If the Executive's employment is terminated by reason of
the Executive's death during the Employment Period, this Agreement shall
terminate without further obligations to the Executive's legal representatives
under this Agreement, other than for (i) payment of any death benefit
compensation under other contracts; (ii) payment of the amounts due under the
term life insurance policy described in Section 2.2.4, "Incentive Savings and
Retirement Plans"; (iii) full vesting and non-forfeiture of stock options
granted to Executive; and (iv) the timely payment or provision of Other
Benefits. Such amounts shall be paid to the Executive's estate or beneficiary,
as applicable, in a lump sum in cash within thirty (30) days of the Date of
Termination. The term "Other Benefits" as utilized in this Section 4.2 shall
include, without limitation, and the Executive's estate and/or beneficiaries
shall be entitled to receive, benefits at least equal to the most favorable
benefits provided by the Company to the estates and beneficiaries of other
executives of the Company under such plans, programs, practices and policies
relating to death benefits, if any, as in effect with respect to other
executives and their beneficiaries at any time during the one hundred twenty
(120) day period immediately preceding the Effective Date or, if more favorable
to the Executive's estate and/or the Executive's beneficiaries, as in effect on
the date of the Executive's death with respect to other executives of the
Company and their beneficiaries.

          4.3 Disability. If the Executive's employment is terminated by reason
of the Executive's Disability under Section 3.1, "Death or Disability," during
the Employment Period, this Agreement shall terminate without further
obligations to the Company, other than for the timely payment or provision of
(i) Base Salary through the Termination Date; (ii) accrued bonus through the
Termination Date; (iii) payment of pension, 401(k), and Other Disability
Benefits; (iv) full vesting and non-forfeiture of stock options; and (v) the
receipt of fully-paid Welfare Benefit Plans under Section 2.2.5, "Welfare
Benefit Plans," for the balance of the term of this Agreement. In addition,
Executive shall be paid for the term of this Agreement at regular pay periods
that amount equal to the difference between his Annual Base Salary and the
disability insurance payment received by the disabled Executive under the
Company's disability insurance program. The term "Other Benefits" as utilized in
this Section 4.3 shall include, and the Executive shall be entitled after the
Disability Effective Date to receive, disability and other


                                      -11-

<PAGE>

benefits at least equal to the most favorable of those generally provided by the
Company to disabled executives and/or their families in accordance with such
plans, programs, practices and policies relating to disability, if any, as in
effect generally with respect to other executives and their families at any time
during the one hundred twenty (120) day period immediately preceding the
Effective Date or, if more favorable to the Executive and/or the Executive's
family, as in effect at any time thereafter generally with respect to other
executives of the Company and their families.

          4.4 Termination by the Company for Cause; and Termination by the
Executive for Other than for Good Reason. If the Executive's employment shall be
terminated for Cause during the Employment Period, this Agreement shall
terminate without further obligations to the Company other than the obligation
to pay to the Executive: (i) the Annual Base Salary through the Date of
Termination; (ii) the amount of any compensation previously deferred by the
Executive; and (iii) Other Benefits under Sections 4.2, "Death," and Section
4.3, "Disability," in each case to the extent therefore unpaid. If the Executive
voluntarily terminates employment during the Employment Period, excluding a
termination for Good Reason by the Executive, this Agreement shall terminate
without further obligations to the Company, other than for items (i), (ii) and
(iii) of this paragraph, accrued but unpaid vacation leave, and the timely
payment or provision of Other Benefits. In such case, all accrued obligations
shall be paid to the Executive in a lump sum in cash within thirty (30) days of
the Date of Termination. A termination of the Executive by the Company for Cause
or a termination by the Executive for other than Good Reason shall not affect
the status of any vested stock options.

          4.5 Change in Control. If, during the term of this Agreement and
within one year after a "Change in Control," as defined below, the Company shall
terminate the Executive's employment other than for Cause, Death or Disability
or the Executive shall terminate employment for Good Reason, the Company shall
(i) pay to the Executive the amount of compensation that would have been payable
to the Executive over the period then remaining under this Agreement and on the
same schedule as such payments would have been due had the termination not
occurred, provided that the Company shall pay the Executive for a minimum of
twenty-four (24) months on this basis; and (ii) cause all stock options issued
to the Executive that have not vested as of the termination to be immediately
vested.

               4.5.1 The term "Change in Control" shall mean an event or the
last of a series of related events by which:

               4.5.2 the Company merges or consolidates with or into another
entity or completes any other corporate reorganization, if more than fifty
percent (50%) of the combined voting power of the continuing or surviving
entity's securities outstanding immediately after such merger, consolidation or
other reorganization is owned by persons who were not stockholders of the
Company immediately prior to such merger, consolidation or other reorganization;
or

               4.5.3 the Company sells, transfers or otherwise disposes of all
or substantially all of the consolidated assets of the Company or its
subsidiaries and the Company does not own stock in the purchaser or purchasers
having more than fifty percent (50%) of the voting power in elections for
directors; or


                                      -12-

<PAGE>

               4.5.4 the composition of the Board changes, as a result of which
fewer than one half of the incumbent directors are directors who either:

                    (i)  had been directors of the Company twenty-four (24)
                         months prior to such change; or

                    (ii) were elected, or nominated for election, to the Board
                         with the affirmative votes of at least a majority of
                         the directors who had been directors of the Company
                         twenty-four (24) months prior to such change and who
                         were still in office at the time of the election or
                         nomination.

A transaction shall not constitute a Change of Control if (i) its sole purpose
is to change the state of the Company's incorporation or to create a holding
company that will be owned in substantially the same proportions by the Persons
who held the Company's securities immediately before such transaction or (ii)
the Company acquires another corporation or entity through the purchase or other
acquisition of control of the voting stock or assets of such corporation or
entity; or

               4.5.5 any Person acquires direct or indirect beneficial ownership
of more than thirty-three percent (33%) of the voting power of the Company,
whether in a single transaction or a series of transactions.

               4.5.6 As used in this Agreement, a "Person" means any "person,"
as that term is used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended, together with all of that person's "affiliates" and
"associates," as those terms are defined in Rule 12b-2 of such Act.

          4.6 Life Insurance and Health Plan Coverage. If, during the term of
this Agreement, the Executive's employment terminates for any reason other than
for Cause, the Company shall provide the Executive coverage for a continuation
period beginning on the Effective Date and ending on the earlier of (i) balance
of the Employment Period plus six months, but not more than a total of two (2)
years; or (ii) the date of the Executive's death. During the Continuation
Period, the Executive (and, where applicable, the Executive's dependents) shall
be entitled to continue participation in the group term life insurance plan and
in the health care plan for employees maintained by the Company as if the
Employee were still an employee of the Company. The coverage provided under this
Section 4.6. shall run concurrently with and shall be offset against any
continuation coverage under Part 6 of Title I of the Employee Retirement Income
Security Act of 1974, as amended. Where applicable, the Executive's compensation
for purposes of such plans shall be deemed to be equal to the Executive's
compensation (as defined in such plans) in effect on the date of the employment
termination. To the extent that the Company finds it undesirable to cover the
Executive under the group life insurance and health plans of the Company, the
Company shall provide the Executive (at its own expense) with the same level of
coverage under individual policies or if the Executive has elected to provide
his own coverage under the foregoing plans as contemplated by Section 2.2.5,
"Welfare Benefit Plans," the Company will reimburse the Executive for the cost
of such coverage for the same term provided in the first sentence of this
Section 4.6 and at the same rate as the Company had done prior to the
termination.


                                      -13-

<PAGE>

     5. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any plan, program,
policy or practice provided by the Company and for which the Executive may
qualify, nor, subject to Section 4, "Obligations of the Company Upon
Termination," shall anything herein limit or otherwise affect such rights as the
Executive may have under any other contract or agreement with the Company.
Amounts which are vested benefits or which the Executive is otherwise entitled
to receive under any plan, policy, practice or program of or any contract or
agreement with the Company at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement. Executive is
currently a party to, and in the future may be a party to other, employment
arrangements, agreements, and incentive plans, including but not limited to, a
death benefit plan, stock option agreements, and a change of control agreement.
This Agreement shall not supersede any of the terms or conditions of such other
agreements. To the extent of any inconsistency in these agreements, the
agreements shall be interpreted and applied in the way to confer upon the
Executive the greatest benefits. The agreements shall be read and applied
consistent with each other, but in the event of a conflict, the terms most
favorable to the Executive will be applied from the various provisions of the
agreements in the aggregate.

     6. FULL SETTLEMENT; LEGAL FEES. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall be subject to any set-off, counterclaim, recoupment, defense or
other claim, right or action that the Company may have against the Executive. In
no event shall the Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to the Executive under
any of the provisions of this Agreement and except as specifically provided in
Section 4.1.6, such amounts shall not be reduced whether or not the Executive
obtains other employment. Provided that the Executive is the prevailing party,
the Company will reimburse the Executive to the full extent permitted by law,
all legal fees and expenses that the Executive may reasonably incur as a result
of any contest by the Company, the Executive or others of the validity or
enforceability of, or liability or entitlement under, any provision of this
Agreement or any guarantee of performance thereof (whether such contest is
between the Company and the Executive or between either of them and any third
party, and including as a result of any contest by the Executive about the
amount of any payment pursuant to this Agreement), plus in each case interest on
any delayed payment at the applicable Federal rate ("Applicable Federal Rate")
provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as
amended (the "Code").

     7. CONFIDENTIAL INFORMATION; NONCOMPETITION.

          7.1 Nondisclosure. The Executive shall hold in fiduciary capacity for
the benefit of the Company all secret, proprietary or Confidential Information,
knowledge or data relating to the Company and its businesses, which shall have
been obtained by the Executive during the Executive's employment by the Company.
During the period the Executive is employed with the Company, and after
termination of the Executive's employment with the Company, the Executive shall
not, without the prior written consent of the Company or as may otherwise be
required by law or legal process, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those designated by it.
The


                                      -14-

<PAGE>

restrictions set forth in this Section 7 will not apply to information which is
generally known to the public or in the trade, unless such knowledge results
from an unauthorized disclosure by the Executive or representatives of the
Executive in violation of this Agreement. This exception will not affect the
application of any other provisions of this Agreement to such information in
accordance with the terms of such provision. All documents and tangible things
embodying or containing Confidential Information are the Company's exclusive
property. The Executive will protect the confidentiality of their content and
will return all copies, facsimiles and specimens of them and any other form of
Confidential Information in the Executive's possession, custody or control to
the Company before leaving the employment with the Company.

          7.2 Definition of Confidential Information. The term "Confidential
Information" includes all information of any nature and in any form which at the
time or times concerned is not generally known to the public, other than by act
or acts of an employee not authorized by Company to disclose such information,
and which relates to any one or more of the aspects of the present and past
business of Company or any of its predecessors, including, but not limited to,
patents and patent applications, inventions and improvements, whether patentable
or not, development projects, policies, processes, formulas, techniques,
know-how and other facts relating to sales, advertising, franchising,
promotions, financial matters, customers, customer lists, customer purchases or
requirements, licenses or trade secrets.

          7.3 Competition. During the term of the Executive's employment with
the Company, and for the period during which he receives compensation from the
Company under Section 4.1.1 after the termination of his employment with the
Company, the Executive will not, directly or indirectly, engage, participate or
invest in or be employed by any business anywhere in the world which:

               7.3.1 develops or manufactures products that are competitive with
or similar to products developed or manufactured by the Company; or

               7.3.2 distributes, markets or otherwise sells products
manufactured by others which are competitive with or similar to products
distributed, marketed or sold by the Company; or provides services which are
competitive with or similar to services provided by the Company, including, in
each case, any products or services the Company has under development or which
are the subject of active planning at any time during the term of the
Executive's employment.

          The foregoing restriction shall apply regardless of the capacity in
which the Executive engages or engaged, participates or participated, or invests
or invested in or is employed by a given business, whether as owner, partner,
shareholder, consultant, agent, Executive, co-venturer or otherwise. In
addition, during the term of the Executive's employment with the Company, and
for a period of twelve (12) months thereafter, the Executive will not, directly
or indirectly, without the prior written consent of the Company, solicit for
hire with any business any person who is employed by the Company at such time or
was employed by the Company within the preceding twelve (12) months. The
provisions of this Section 7 shall not prevent the Executive from acquiring or
holding publicly traded stock or other publicly traded securities of a business,
so long as the Executive's ownership does not exceed ten percent (10%) of the
outstanding securities of such company of the same class as those held by the
Executive or


                                      -15-

<PAGE>

from engaging in any activity or having an ownership interest in any business
that is reviewed by the Board. The Executive understands that the restrictions
set out in this Section 7 are intended to protect the Company's interest in its
secret, proprietary or Confidential Information and established customer
relationships and goodwill, and agrees that such restrictions are reasonable and
appropriate for this purpose.

          7.4 Damages. The Executive agrees that it would be difficult to
measure any damages caused to the Company which might result from any breach by
the Executive of the promises set forth in this Agreement, and that in any event
money damages would be an inadequate remedy for any such breach. Accordingly,
the Executive agrees that in the case of breach, or proposed breach, of any
portion of this Agreement, the Company shall be entitled, in addition to all
other remedies that it may have, to an injunction or other appropriate equitable
relief to restrain any such breach without showing or proving any actual damage
to the Company.

     8. DISPUTE RESOLUTION. If there shall be any dispute between the Company
and the Executive (i) in the event of any termination of the Executive's
employment by the Company, provided such termination was not for Cause, or (ii)
otherwise arising out of this Agreement, the dispute will be resolved in
accordance with the dispute resolution procedures set forth in Exhibit A
attached to this Agreement, the provisions of which are incorporated as a part
of this Agreement, and the parties of this Agreement agree that such dispute
resolution procedures will be the exclusive method for resolution of disputes
under this Agreement; provided, however, that (a) either party may seek
preliminary judicial relief if, in such party's judgment, such action is
necessary to avoid irreparable injury during the pendency of such procedures,
and (b) nothing in Exhibit A will prevent either party from exercising the
rights of termination set forth in this Agreement. IT IS EXPRESSLY UNDERSTOOD
THAT BY SIGNING THIS AGREEMENT, WHICH INCORPORATES BINDING ARBITRATION, THE
COMPANY AND EXECUTIVE AGREE, EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE IN
SECTION 7, "CONFIDENTIAL INFORMATION; NONCOMPETITION," AND THIS SECTION 8, TO
WAIVE COURT OR JURY TRIAL AND TO WAIVE PUNITIVE, STATUTORY, CONSEQUENTIAL, AND
ANY DAMAGES, OTHER THAN COMPENSATORY DAMAGES.

     9. SUCCESSORS.

          9.1 This Agreement is personal to the Executive and without the prior
written consent of the Company shall not be assigned by the Executive otherwise
than by will or the laws of descent and distribution. This Agreement shall inure
to the benefit of and be enforceable by the Executive's legal representatives.

          9.2 This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.

          9.3 The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such


                                      -16-

<PAGE>

succession had taken place. As used in this Agreement, the term "Company" shall
mean the Company as defined above and any successor to its business and/or
assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise.

     10. MISCELLANEOUS.

          10.1 This Agreement shall be governed by and construed in accordance
with the laws of the State of Michigan, without reference to principles of
conflict of laws. The captions of this Agreement are set forth for convenience
only and shall have no separate force or effect. This Agreement may not be
amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

          10.2 All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

                              If to the Executive:

                              Adam S. Tracy
                              511 Jacob Way, Suite 203
                              Rochester, Michigan 48307

                              If to the Company:

                              Ecology Coatings, Inc.
                              ATTN: President
                              1238 Brittain Road
                              Akron, Ohio 44310

                              With a copy to:

                              Chairman - Compensation Committee of
                              the Board of Directors
                              c/o Ecology Coatings, Inc.
                              35980 Woodward Avenue, Suite 200
                              Bloomfield Hills, Michigan 48304

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

          10.3 The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

          10.4 The Company may withhold from any amounts payable under this
Agreement such Federal, state, local or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation.


                                      -17-

<PAGE>

          10.5 The failure of the Executive or the Company to insist upon strict
compliance with any provision hereof or any other provision of this Agreement or
the failure to assert any right the Executive or the Company may have hereunder,
including, without limitation, shall not be deemed to be a waiver of such
provision or right or any other provision or right of this Agreement, except
that if the Executive chooses to terminate employment for Good Reason pursuant
to Section 3.3, "Good Reason," and complies with the provisions of Section 3,
"Termination of Employment," the Executive shall only be entitled to
compensation and benefits applicable to such event of termination.

     IN WITNESS WHEREOF, pursuant to the authorization from its Compensation
Committee and Board of Directors, the Company has caused this Agreement to be
executed in its name on its behalf, as of the dates first above written.

                                        COMPANY:

                                        ECOLOGY COATINGS, INC.


                                        By
                                           -------------------------------------
                                           Richard D. Stromback, Chairman


                                        EXECUTIVE:


                                        By
                                           -------------------------------------
                                           Adam S. Tracy, Esq.


                                      -18-

<PAGE>

                                    EXHIBIT A

                          DISPUTE RESOLUTION PROCEDURES

     1. If a controversy arises that is covered by Section 8, "Dispute
Resolution," of the Agreement, then not later than twelve (12) months from the
date of the event that is the subject of dispute either party may serve on the
other a written notice specifying the existence of such controversy and setting
forth in reasonably specific detail the grounds of the notice ("Notice of
Controversy"); provided that, in any event, the other party will have at least
thirty (30) days from and after the date of the Notice of Controversy to serve a
written notice of any counterclaim ("Notice of Counterclaim"). The Notice of
Counterclaim will specify the claim or claims in reasonably specific detail. If
the Notice of Controversy or the Notice of Counterclaim, as the case may be, is
not served within the applicable period, the claim set forth therein will be
deemed to have been waived, abandoned and rendered unenforceable.

     2. For a three (3) week period following receipt of the Notice of
Controversy or the Notice of Counterclaim, as the case may be, the parties will
make a good faith effort to resolve the dispute through negotiation ("Period of
Negotiation"). Neither party will take any action during the Period of
Negotiation to initiate arbitration proceedings.

     3. If the parties agree during the Period of Negotiation to mediate the
dispute, then the Period of Negotiation will be extended by an amount of time to
be agreed upon by the parties to permit such mediation. In no event, however,
may the Period of Negotiation be extended by more than five weeks or, stated
differently, in no event may the Period of Negotiation be extended to encompass
more than a total of eight weeks.

     4. If the parties agree to mediate the dispute but are thereafter unable to
agree within a week on the format and procedures for the mediation, then the
effort to mediate will cease, and the period of Negotiation will terminate four
weeks from the Notice of Controversy or the Notice of Counterclaim, as the case
may be.

     5. Following the termination of the Period of Negotiation, the dispute,
including the main claim and counterclaim, if any, will be settled by
arbitration, governed by the Federal Arbitration Act, 9 U.S.C. Section 1 et seq.
("FAA"), and judgment upon the award may be entered in any court having
jurisdiction. The format and procedures of the arbitration are set forth below
(referred to below as the "Arbitration Agreement").

     6. A notice of intention to arbitrate ("Notice of Arbitration") will be
served within forty-five (45) days of the termination of the Period of
Negotiation. If the Notice of Arbitration is not served within this period, the
claim set forth in the Notice of Controversy or the Notice of Counterclaim, as
the case may be, will be deemed to have been waived, abandoned and rendered
unenforceable.

     7. The arbitration, including the Notice of Arbitration, will be governed
by the Commercial Rules of the American Arbitration Association ("AAA") in
effect on the date of the Notice of Arbitration, except that the terms of this
Arbitration Agreement will control in the

<PAGE>

event of any difference or conflict between such Rules and the terms of this
Arbitration Agreement.

     8. The arbitrator will reach a decision on the merits on the basis of
applicable legal principles as embodied in the law of the State of Michigan. The
arbitration hearing will take place in Detroit, Michigan.

     9. There will be one arbitrator, regardless of the amount in controversy.
The arbitrator selected, in order to be eligible to serve, will be a lawyer in
Detroit, Michigan with at least fifteen (15) years experience specializing in
either general commercial litigation or general corporate and commercial
matters. In the event the parties cannot agree on a mutually acceptable single
arbitrator from the list submitted by the AAA, the AAA will appoint the
arbitrator who will meet the foregoing criteria.

     10. At the time of appointment and as a condition of the appointment, the
arbitrator will be apprised of the time limitations and other provisions of this
Arbitration Agreement and will indicate such dispute resolver's agreement to the
Tribunal Administrator to comply with such provisions and time limitations.

     11. During the thirty (30) day period following appointment of the
arbitrator, either party may serve on the other a request for limited numbers of
documents directly related to the dispute. Such documents will be produced
within seven (7) days of the request.

     12. Following the thirty-day period of document production, there will be a
forty-five (45) day period during which limited depositions will be permissible.
Neither party will take more than five (5) depositions, and no deposition will
exceed three (3) hours of direct testimony.

     13. Disputes as to discovery or prehearing matters of a procedural nature
will be promptly submitted to the arbitrator pursuant to telephone conference
call or otherwise. The arbitrator will make every effort to render a ruling on
such interim matters at the time of the hearing (or conference call) or within
five (5) business days thereafter.

     14. Following the period of depositions, the arbitration hearing will
promptly commence. The arbitrator will make every effort to commence the hearing
within thirty (30) days of the conclusion of the deposition period and, in
addition, will make every effort to conduct the hearing on consecutive business
days to conclusion.

     15. An award will be rendered, at the latest, within nine (9) months of the
date of the Notice of Arbitration and within thirty (30) days of the close of
the arbitration hearing. The award will set forth the grounds for the decision
(findings of fact and conclusions of law) in reasonably specific detail. The
award will be final and nonappealable except as provided in the FAA and except
that a court of competent jurisdiction will have the power to review whether, as
a matter of law, based upon the findings of fact by the arbitrator, the award
should be confirmed or should be modified or vacated in order to correct any
errors of law made by the arbitrator. Such judicial review will be limited to
issues of law, and the parties agree that the findings of fact made by the
arbitrator will be final and binding on the parties and will serve as the facts
to be relied upon by the court in determining the extent to which the award
should be confirmed, modified or vacated.


                                      -20-

<PAGE>

     The award may only be made for compensatory damages, and if any other
damages (whether exemplary, punitive, consequential, statutory or other) are
included, the award will be vacated and remanded, or modified or corrected, as
appropriate to promote this damage limitation.


                                      -21-

<PAGE>

                                   EXHIBIT "B"


                                      -22-

<PAGE>

     THESE SECURITIES MAY NOT BE OFFERED OR SOLD UNLESS AT THE TIME OF SUCH
    OFFER OR SALE, THE PERSON MAKING SUCH OFFER OR SALE DELIVERS A PROSPECTUS
    MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF 1933, AS
         AMENDED ("ACT"), FORMING A PART OF A REGISTRATION STATEMENT, OR
   POST-EFFECTIVE AMENDMENT THERETO, WHICH IS EFFECTIVE UNDER SAID ACT, UNLESS
   IN THE OPINION OF COUNSEL TO THE CORPORATION, SUCH OFFER AND SALE IS EXEMPT
                  FROM THE PROVISIONS OF SECTION 5 OF SAID ACT.

                             ECOLOGY COATINGS, INC.

                                  STOCK OPTION

     This Stock Option Agreement (the "Agreement") is made and entered into as
of this 1st day of July, 2007 ("Grant Date") between ECOLOGY COATINGS, INC., a
California corporation (the "Company"), and ADAM S. TRACY (the "Holder").

     WHEREAS, the Company, through its Board of Directors (the "Board"), is
issuing this option to Holder in connection with various consulting services
rendered by the Holder to the Company, which services are deemed to have a value
of $500.00; and

     WHEREAS, by this Agreement, the Company and the Holder desire to set forth
terms upon which the Company will grant to the Holder and the Holder will accept
from the Company this Option.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the Company and the Holder hereby agree as follows:

1. GRANT AND TERM OF THE OPTION.

     1.1 Grant of Stock Option. Subject to the terms and conditions of this
Agreement, the Company grants to the Holder the right and option (the "Option")
to purchase from the Company all or any part of an aggregate of TWENTY FIVE
THOUSAND (25,000) shares of its Common Stock, authorized but unissued or, at the
option of the Company, treasury if available (the "Shares") of Common Stock, par
value $.001 per share, at a price of $2.00 per share (the "Purchase Price"), as
adjusted from time to time pursuant to the provisions hereunder set forth. This
Option is not granted under any stock option plan of the Company.

     1.2 Time of Exercise. Subject to the provisions of Sections 1.5, "Transfer
and Assignment," and 3.1, "Registration and Legends," this Option may be
exercised at any time and from time to time after 9:00 a.m., E.S.T., on July 1,
2007 (the "Exercise Commencement Date") and will terminate at 5:00 p.m., E.S.T.,
on July 1, 2017 (the "Expiration Date").

     1.3 Manner of Exercise.

          1.3.1 The Holder may exercise this Option, in whole or in part, upon
surrender of this Option with the form of subscription attached hereto duly
executed to the Company at its corporate office together with the full Purchase
Price payable in cash.

          1.3.2 Upon receipt of this Option with the form of subscription duly
executed and accompanied by payment of the aggregate Purchase Price for the
Shares for which this Option is then being exercised, the Company shall cause to
be issued certificates or other evidence of ownership for


                                      -23-

<PAGE>

the total number of whole Shares for which this Option is being exercised in
such denominations as are required for delivery to the Holder, and the Company
shall thereupon deliver such documents to the Holder or its nominee.

          1.3.3 If the Holder exercises this Option with respect to fewer than
all of the Shares that may be purchased under this Option, the Company shall
execute a new Option for the balance of the Shares that may be purchased upon
exercise of this Option and deliver such new Option to the Holder.

          1.3.4 The Company covenants and agrees to pay when due and payable any
and all taxes that may be payable in respect of the issue of this Option, or the
issue of any Shares upon the exercise of this Option. The Company shall not,
however, be required to pay any tax that may be payable in respect of any
transfer involved in the issuance or delivery of this Option or of the Shares in
a name other than that of the Holder at the time of surrender, and until the
payment of such tax, the Company shall not be required to issue such Shares.

          1.3.5 The Company shall, at the time of any exercise of all or part of
this Option, upon the request of the Holder hereof, acknowledge in writing its
continuing obligation to afford to such Holder any rights to which such Holders
shall continue to be entitled after such exercise in accordance with the
provisions of this Option, provided that if the Holder of this Option fails to
make any such request, such failure shall not affect the continuing obligations
of the Company to afford any such rights to such Holder.

     1.4 Exchange of Option. This Option may be split-up, combined or exchanged
for another Option or Options of like tenor to purchase a like aggregate number
of Shares. If the Holder desires to split-up, combine or exchange this Option,
it shall make such request in writing delivered to the Company at its corporate
office and shall surrender this Option and any other Options to be so split-up,
combined or exchanged, the Company shall execute and deliver to the person
entitled thereto an Option or Options, as the case may be, as so requested. The
Company shall not be required to effect any split-up, combination or exchange
which will result in the issuance of an Option entitling the Holder to purchase
upon exercise a fraction of a Share. The Company may require the Holder to pay a
sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any split-up, combination or exchange of Options. The term
"Option" as used herein includes any Options issued in substitution for or
replacement of this Option, or into which this Option may be divided or
exchanged.

     1.5 Holder as Owner. Prior to due presentment for registration of transfer
of this Option, the Company may deem and treat the Holder as the absolute owner
of this Option (notwithstanding any notation of ownership or other writing
hereon) for the purpose of any exercise hereof and for all other purposes, and
the Company shall not be affected by any notice to the contrary. Irrespective of
the date of issue and delivery of certificates for any Shares issuable upon the
exercise of the Option, each person in whose name any such certificate is issued
shall be deemed to have become the holder of record of the Shares represented
thereby on the date on which all or a portion of the Option surrendered in
connection with the subscription therefore was surrendered and payment of the
purchase price was tendered. No surrender of all or a portion of the Option on
any date when the stock transfer books of the Company are closed, however, shall
be effective to constitute the person or persons entitled to receive Shares upon
such surrender as the record holder of such Shares on such date, but such person
or persons shall be constituted the record holder or holders of such Shares at
the close of business on the next succeeding date on which the stock transfer
books are opened. Each


                                      -24-

<PAGE>

person holding any Shares received upon exercise of Option shall be entitled to
receive only dividends or distributions payable to holders of record on or after
the date on which such person shall be deemed to have become the holder of
record of such Shares.

     1.6 Transfer and Assignment. This Option may not be sold, hypothecated,
exercised, assigned or transferred except in accordance with and subject to the
provisions of the Securities Act of 1933, as amended ("Act") and only upon the
consent of the Company.

     1.7 Method for Assignment. Any assignment permitted under this Option shall
be made by surrender of this Option to the Company at its principal office with
the form of assignment attached hereto duly executed and funds sufficient to pay
any transfer tax. In such event, the Company shall, without charge, execute and
deliver a new Option in the name of the assignee designated in such instrument
of assignment and this Option shall promptly be canceled. This Option may be
divided or combined with other Options that carry the same rights upon
presentation thereof at the corporate office of the Company together with a
written notice signed by the Holder, specifying the names and denominations in
which such new Options are to be issued.

     1.8 Rights of Holder. Nothing contained in this Option shall be construed
as conferring upon the Holder the right to vote or consent or receive notice as
a stockholder in respect of any meetings of stockholders for the election of
directors or any other matter, or as having any rights whatsoever as a
stockholder of the Company. If, however, at any time prior to the expiration of
this Option and prior to its exercise, any of the following shall occur:

          1.8.1 The Company shall take a record of the holders of its shares of
Common Stock for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of current or retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the
Company;

          1.8.2 The Company shall offer to the holders of its Common Stock any
additional shares of capital stock of the Company or securities convertible into
or exchangeable for shares of capital stock of the Company, or any option, right
or warrant to subscribe therefore;

          1.8.3 There shall be proposed any capital reorganization or
reclassification of the Common Stock, or a sale of all or substantially all of
the assets of the Company, or a consolidation or merger of the Company with
another entity; or

          1.8.4 There shall be proposed a voluntary or involuntary dissolution,
liquidation or winding up of the Company; then, in any one or more of said
cases, the Company shall cause to be mailed to the Holder, at the earliest
practicable time (and, in any event, not less than thirty (30) days before any
record date or other date set for definitive action), written notice of the date
on which the books of the Company shall close or a record shall be taken to
determine the stockholders entitled to such dividend, distribution, convertible
or exchangeable securities or subscription rights, or entitled to vote on such
reorganization, reclassification, sale, consolidation, merger, dissolution,
liquidation or winding up, as the case may be. Such notice shall also set forth
such facts as shall indicate the effect of such action (to the extent such
effect may be known at the date of such notice) on the Purchase Price and the
kind and amount of the Common Stock and other securities and property
deliverable upon exercise of this Option. Such notice shall also specify the
date as of which the holders of the Common Stock of record shall participate in
said distribution or subscription rights or shall be entitled to exchange their
Common Stock for securities or other property deliverable upon


                                      -25-

<PAGE>

such reorganization, reclassification, sale, consolidation, merger, dissolution,
liquidation or winding up, as the case may be (on which date, in the event of
voluntary or involuntary dissolution, liquidation or winding up of the Company,
the right to exercise this Option shall terminate). Without limiting the
obligation of the Company to provide notice to the holder of actions hereunder,
it is agreed that failure of the Company to give notice shall not invalidate
such action of the Company.

     1.9 Lost Option. Upon receipt by the Company of evidence satisfactory to it
of the loss, theft, destruction or mutilation of this Option, and, in the case
of loss, theft or destruction of reasonably satisfactory indemnification,
including a surety bond if required by the Company, and upon surrender and
cancellation of this Option, if mutilated, the Company will cause to be executed
and delivered a new Option of like tenor and date. Any such new Option executed
and delivered shall constitute an additional contractual obligation on the part
of the Company, whether or not this Option so lost, stolen, destroyed, or
mutilated shall be at any time enforceable by anyone.

     1.10 Covenants of the Company. The Company covenants and agrees as follows:

          1.10.1 At all times it shall reserve and keep available for the
exercise of this Option into Common Stock such number of authorized shares of
Common Stock as are sufficient to permit the exercise in full of this Option
into Common Stock; and

          1.10.2 All Shares issued upon exercise of the Option shall be duly
authorized, validly issued and outstanding, fully-paid and non-assessable.

2. Adjustment of Purchase Price and Number of Shares Purchasable Upon Exercise.

     2.1 Recapitalization. The number of Shares purchasable on exercise of this
Option and the purchase price therefore shall be subject to adjustment from time
to time in the event that the Company shall: (i) pay a dividend in, or make a
distribution of, shares of Common Stock, (ii) subdivide its outstanding shares
of Common Stock into a greater number of shares, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares, or (iv) spin-off a
subsidiary by distributing, as a dividend or otherwise, shares of the subsidiary
to its stockholders. In any such case, the total number of shares purchasable on
exercise of this Option immediately prior thereto shall be adjusted so that the
Holder shall be entitled to receive, at the same aggregate purchase price, the
number of shares of Common Stock that the Holder would have owned or would have
been entitled to receive immediately following the occurrence of any of the
events described above had this Option been exercised in full immediately prior
to the occurrence (or applicable record date) of such event. An adjustment made
pursuant to this Section 2 shall, in the case of a stock dividend or
distribution, be made as of the record date and, in the case of a subdivision or
combination, be made as of the effective date thereof. If, as a result of any
adjustment pursuant to this Section 2, the Holder shall become entitled to
receive shares of two or more classes of series of securities of the Company,
the Board of Directors of the Company shall equitably determine the allocation
of the adjusted purchase price between or among shares or other units of such
classes or series and shall notify the Holder of such allocation.

     2.2 Merger or Consolidation. In the event of any reorganization or
recapitalization of the Company or in the event the Company consolidates with or
merges into another entity or transfers all or substantially all of its assets
to another entity, then and in each such event, the Holder, on exercise of this
Option as provided herein, at any time after the consummation of such
reorganization, recapitalization, consolidation, merger or transfer, shall be
entitled, and the documents executed to


                                      -26-

<PAGE>

effectuate such event shall so provide, to receive the stock or other securities
or property to which the Holder would have been entitled upon such consummation
if the Holder had exercised this Option immediately prior thereto. In such case,
the terms of this Option shall survive the consummation of any such
reorganization, recapitalization, consolidation, merger or transfer and shall be
applicable to the shares of stock or other securities or property receivable on
the exercise of this Option after such consummation and as an exchange for a
larger or smaller number of shares, as the case may be.

     2.3 Notice of Dissolution or Liquidation. Except as otherwise provided in
Section 2.2, "Merger or Consolidation," in the case of any sale or conveyance of
all or substantially all of the assets of the Company in connection with a plan
of complete liquidation of the Company, or in the case of the dissolution,
liquidation or winding-up of the Company, all rights under this Option shall
terminate on a date fixed by the Company, such date so fixed to be not earlier
than the date of the commencement of the proceedings for such dissolution,
liquidation or winding-up and not later than thirty (30) days after such
commencement date. Notice of such termination of purchase rights shall be given
to the Holder at least thirty (30) days prior to such termination date.

     2.4 Statement of Adjustment. Any adjustment pursuant to the provisions of
this Section 2 shall be made on the basis of the number of Shares which the
Holder would have been entitled to acquire by exercise of this Option
immediately prior to the event giving rise to such adjustment and as to the
Purchase Price in effect immediately prior to the rise to such adjustment.
Whenever any such adjustment is required to be made, the Company shall forthwith
determine the new number of Shares which the Holder hereof shall be entitled to
purchase hereunder and/or such new Purchase Price and shall prepare, retain on
file and transmit to the Holder within ten (10) days after such preparation a
statement describing in reasonable detail the method used in calculating such
adjustment.

     2.5 No Fractional Shares. The Company shall not issue any fraction of a
Share in connection with the exercise of this Option, and in any case where the
Holder would, except for the provisions of this Section 2.5, be entitled under
the terms of this Option to receive a fraction of a Share upon such exercise,
the Company shall upon the exercise and receipt of the Purchase Price, issue the
largest number of whole Shares purchasable upon exercise of this Option. The
Company shall not be required to make any cash or other adjustment in respect of
such fraction of a Share to which the Holder would otherwise be entitled. The
Holder, by the acceptance of this Option, expressly waives his right to receive
a certificate for any fraction of a Share upon exercise hereof.

     2.6 No Change in Form Required. The form of Option need not be changed
because of any change pursuant to this Section 2 in the Purchase Price or in the
number of Shares purchasable upon the exercise of a Option, may state the same
Purchase Price and the same number of shares of Preferred Stock as are stated in
the Options initially issued pursuant to the Agreement.

3. REGISTRATION UNDER THE SECURITIES ACT OF 1933.

     3.1 Registration and Legends. The Holder understands that (i) the Company
has not registered the Option or the Shares under the Act, or the applicable
securities laws of any state in reliance on exemptions from registration and
(ii) such exemptions depend upon the Holder's investment intent at the time
the Holder acquires the Option or the Shares. The Holder therefore represents
and warrants that it is acquiring the Option, and will acquire the Shares, for
the Holder's own account for investment and not with a view to distribution,
assignment, resale or other transfer of the Option or the Shares. Because the
Option and the Shares are not registered, the Holder is


                                      -27-

<PAGE>

aware that the Holder must hold them indefinitely unless they are registered
under the Act and any applicable securities laws or the Holder must obtain
exemptions from such registration. Upon exercise, in part or in whole, of this
Option, the Shares shall bear the following legend:

     The shares of Common Stock represented by this certificate have not been
registered under the Act or any applicable state securities laws, and they may
not be offered for sale, sold, transferred, pledged or hypothecated without an
effective registration statement under the Act and under any applicable state
securities laws, or an opinion of counsel, satisfactory to the company, that an
exemption from such registration is available.

     3.2 No-Action Letter. The Company agrees that it will be satisfied that no
post-effective amendment or new registration is required for the public sale of
the Shares if it shall be presented with a letter from the Staff of the
Securities and Exchange Commission (the "Commission"), stating in effect that,
based upon stated facts which the Company shall have no reason to believe are
not true in any material respect, the Staff will not recommend any action to the
Commission if such Shares are offered and sold without delivery of a prospectus,
and that, therefore, no Registration Statement under which such Shares are to be
registered is required to be filed.

     3.3 INCLUSION IN COMPANY REGISTRATION STATEMENT.

          3.3.1 The Holder of this Option and/or Shares issued to the Holder
pursuant to this Option without an effective registration statement ("Restricted
Shares") under the Act will have the right to join with the Company to register
the Restricted Shares and the Shares underlying this Option (the "Underlying
Shares") in a future registration statement under the Act filed by the Company
with the Commission, which includes a public offering of equity securities for
cash, either for the account of the Company or for the account of any other
person. This right to join with the Company in a registration statement is not
applicable to a registration statement filed by the Company with the Commission
on Form S-4, S-8 or any other inappropriate form. If, at any time, the Company
proposes to file a registration statement as described above with the
Commission, it may, in its sole discretion, offer to include in any such filing
any proposed disposition of the Restricted Shares or the Underlying Shares. In
such event, the Company will, at least thirty (30) days prior to such filing,
give written notice of such proposed filing to the Holder's address appearing
on the records of the Company. Within fifteen (15) days of receipt of the
Company's notice of filing, the Holder may request registration of the
Restricted Shares and/or Underlying Shares pursuant to a written request setting
forth the intended method of distribution and such other data or information as
the Company or its counsel shall reasonably require and such Restricted Shares
and/or Underlying Shares shall be included in the registration statement to the
maximum extent permissible. The Company shall supply the Holder with copies of
such registration statement and of the prospectus included therein in such
quantities as may be reasonably necessary for the purpose of the proposed
disposition.

          3.3.2 If at the time of any request to register the Restricted Shares
or Underlying Shares the Company is engaged or has fixed plans to be engaged
within thirty (30) days of the date of the request in a registered public
offering as to which the Restricted Shares or the Underlying Shares may be
included or is involved in an activity, in the good faith determination of the
underwriter, in the case of such offering, or the Board, in the case of such
other activity, which would be adversely affected by the requested registration
to the material detriment of the offering or the Company's activities, then
the Company may, at its option, direct that the request be delayed for a period
not in


                                      -28-

<PAGE>

excess of six months from the effective date of such offering or the date of
commencement of such proposed offering or such other material activity, as the
case may be, unless the underwriter, in the case of the offering, or the Board,
in the case of such other material activity, specifies a longer period.

     3.4 Covenants Regarding Registration. In connection with any registration
under Section 3.1 hereof, the Company and the Holder covenant and agree as
follows:

          3.4.1 The Company shall use its best efforts to have any Registration
Statement declared effective at the earliest possible time, and shall furnish
such number of prospectuses as shall be reasonably requested.

          3.4.2 The Company and the Holder shall pay their respective shares of
all costs, fees, and expenses in connection with the Registration Statement
under Section 3.3, "Inclusion in Company Registration Statement," in proportion
to the dollar value of the securities being registered by each party, including,
without limitation, the Company's legal and accounting fees, printing expenses,
blue sky fees and expenses, except that the Company shall not pay for any of the
following costs and expenses: (a) underwriting discounts and commissions
allocable to the Shares, (b) state transfer taxes, (c) brokerage commissions,
and (d) fees and expenses of counsel and accountants for the holders of the
Shares.

          3.4.3 The Company will take all necessary action which may be required
in qualifying or registering the Shares included in any Registration Statement
for offering and sale under the securities or blue sky laws of such states as
are requested by the holders of such Shares, provided that the Company shall not
be obligated to execute or file any general consent to service or process or to
qualify as a foreign corporation to do business under the laws of any such
jurisdiction.

     3.5 Indemnity.

          3.5.1 The Company shall indemnify and hold harmless the Holder who is
registering securities pursuant to this Section (the "Seller") and each
underwriter, within the meaning of the Act, who may purchase from or sell for
any Seller any of the Shares from and against any and all losses, claims,
damages, and liabilities caused by any untrue statement or alleged untrue
statement of a material fact contained in any post-effective amendment or new
registration statement or any supplemented prospectus under the Act included
therein required to be filed or furnished by reason of this Section, or caused
by any omission or alleged omission to state therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any untrue statement or alleged untrue
statement or omission or alleged omission based upon information furnished or
required to be furnished in writing to the Company by such Seller or underwriter
within the meaning of such Act; provided, however, that the indemnity agreement
set forth in this Section 3.5 with respect to any prospectus which shall be
subsequently amended prior to the written confirmation of sale of any Shares
shall not inure to the benefit of any Seller or underwriter from whom the person
asserting any such losses, claims, damages or liabilities purchased such Shares
which are the subject thereof (or to the benefit of any person controlling such
Seller or underwriter), if such Seller or underwriter failed to send or give a
copy of the prospectus as amended to such person at or prior to the written
confirmation of the sale of such Shares and if such amended prospectus did not
contain any untrue statement or alleged untrue statement or omission or alleged
omission giving rise to such cause, claim, damage, or liability.


                                      -29-

<PAGE>

          3.5.2 The Seller who uses the procedures under Section 3 shall
indemnify and secure the agreement of any underwriter which the Seller employs
to indemnify the Company, its directors, each officer signing the related
post-effective amendment or registration statement and each person, if any, who
controls the Company, within the meaning of the Act from and against any losses,
claims, damages, and liabilities caused by any untrue statement or alleged
untrue statement of a material fact contained in any post-effective amendment or
registration statement or any prospectus required to be filed or furnished by
reason of this Section or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, insofar as such losses, claims, damages, or
liabilities are caused by any untrue statement or alleged untrue statement or
omission or alleged omission based upon information furnished in writing to the
Company by any such Seller or underwriter expressly for use therein.

     3.6 Agreements. The agreements in this Section shall continue in effect
regardless of the exercise and surrender of this Option.

4. RESERVATION OF SHARES. The Company shall at all times reserve, for the
purpose of issuance on exercise of this Option such number of shares of Common
Stock or such class or classes of capital stock or other securities as shall
from time to time be sufficient to comply with this Option and the Company shall
take such corporate action as may, in the opinion of its counsel, be necessary
to increase its authorized and unissued Common Stock or such other class or
classes of capital stock or other securities to such number as shall be
sufficient for that purpose.

5. SURVIVAL. All agreements, covenants, representations and warranties herein
shall survive the execution and delivery of this Option and any investigation at
any time made by or on behalf of any parties hereto and the exercise, sale and
purchase of this Option (and any other securities or property) issuable on
exercise hereof.

6. REMEDIES. The Company agrees that the remedies at law of the Holder, in the
event of any default or threatened default by the Company in the performance or
compliance with any of the terms of this Option, may not be adequate and such
terms may, in addition to and not in lieu of any other remedy, be specifically
enforced by a decree of specific performance of any agreement contained herein
or by an injunction against a violation of any of the terms hereof or otherwise.

7. OTHER MATTERS.

     7.1 Binding Effect. All the covenants and provisions of this Option by or
for the benefit of the Company shall bind and inure to the benefit of its
successors and assigns hereunder.

     7.2 Notices. Notices or demands pursuant to this Option to be given or made
by the Holder to or on the Company shall be sufficiently given or made if sent
by certified or registered mail, return receipt requested, postage prepaid, and
addressed, until another address is designated in writing by the Company, as
follows:


                                      -30-

<PAGE>

                              Ecology Coatings, Inc.
                              35980 Woodward Ave., Suite 200
                              Bloomfield Hills, Michigan 48304
                              Attn: President

Notices to the Holder provided for in this Option shall be deemed given or made
by the Company if sent by certified or registered mail, return receipt
requested, postage prepaid, and addressed to the Holder at the Holder's last
known address as it shall appear on the books of the Company.

     7.3 Governing Law. The validity, interpretation and performance of this
Option shall be governed by the laws of the State of Michigan.

     7.4 Parties Bound and Benefited. Nothing in this Option expressed and
nothing that may be implied from any of the provisions hereof is intended, or
shall be construed, to confer upon, or give to, any person or corporation other
than the Company and the Holder any right, remedy or claim under promise or
agreement hereof, and all covenants, conditions, stipulations, promises and
agreements contained in this Option shall be for the sole and exclusive benefit
of the Company and its successors and of the Holder, and his successors, heirs
and assignees.

     7.5 Headings. The Article headings herein are for convenience only and are
not part of this Option and shall not affect the interpretation thereof.

     7.6 Disputes or Disagreements. As a condition of granting of the Option
herein granted, the Holder agrees, on Holder's behalf and on behalf of
Holder's personal representatives, that any disputes or disagreements which
may arise under or as a result of or pursuant to this Agreement, shall be
determined by the Board, in its sole discretion, and that any interpretation by
the Board under the terms of this Agreement shall be final, binding and
conclusive.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                      -31-

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Option Agreement on the
day and year first above written. This Agreement has been duly executed and
delivered by the Holder and the Company to be effective on date first above
written.

                                        ECOLOGY COATINGS, INC.


                                        By:
                                            ------------------------------------
                                            Richard D. Stromback
                                            Chairman


                                        Holder:


                                        ----------------------------------------
                                        ADAM S. TRACY

                                        Address: 511 Jacob Way, Suite 203
                                                 Rochester, Michigan 48307


                                      -32-

<PAGE>

                                  EXERCISE FORM

                             ECOLOGY COATINGS, INC.
                         35980 WOODWARD AVE., SUITE 200
                        BLOOMFIELD HILLS, MICHIGAN 48304
                                 ATTN: PRESIDENT

     The undersigned hereby irrevocably subscribes for the purchase of
_____________________ (__________) Shares pursuant to and in accordance with the
terms and conditions of this Option, and herewith makes payment, covering the
purchase of the Shares, which should be delivered to the undersigned at the
address stated below, and, if such number of Shares shall not be all of the
Shares purchasable hereunder, then a new Option of like tenor for the balance of
the remaining Shares purchasable under this Option be delivered to the
undersigned at the address stated below.

     The undersigned agrees that: (1) the undersigned will not offer, sell,
transfer or otherwise dispose of any such Shares, unless either (a) a
registration statement, or post-effective amendment thereto, covering such
Shares have been filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended (the "Act"), and such sale, transfer or
other disposition is accompanied by a prospectus meeting the requirements of
Section 10 of the Act forming a part of such registration statement, or
post-effective amendment thereto, which is in effect under the Act covering the
Shares to be so sold, transferred or otherwise disposed of, or (b) counsel to
the Company satisfactory to the undersigned has rendered an opinion in writing
and addressed to the Company that such proposed offer, sale, transfer or other
disposition of the Shares is exempt from the provisions of Section 5 of the Act
in view of the circumstances of such proposed offer, sale, transfer or other
disposition; (2) the Company may notify the transfer agent for its Common Stock
that the certificates for the Common Stock acquired by the undersigned are not
to be transferred unless the transfer agent receives advice from the Company
that one or both of the conditions referred to in (1)(a) and (1)(b) above have
been satisfied; and (3) the Company may affix the legend set forth in Section
3.1 of this Option to the certificates for Shares hereby subscribed for, if such
legend is applicable.


Dated:                                  Signed:
       -----------------------------            --------------------------------

                                                Address:
                                                         -----------------------

                                                         -----------------------

                                                         -----------------------

<PAGE>

                                   EXHIBIT "C"


                                      -34-

<PAGE>

     THESE SECURITIES MAY NOT BE OFFERED OR SOLD UNLESS AT THE TIME OF SUCH
         OFFER OR SALE, THE PERSON MAKING SUCH OFFER OR SALE DELIVERS A
       PROSPECTUS MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES
        ACT OF 1933, AS AMENDED ("ACT"), FORMING A PART OF A REGISTRATION
       STATEMENT, OR POST-EFFECTIVE AMENDMENT THERETO, WHICH IS EFFECTIVE
      UNDER SAID ACT, UNLESS IN THE OPINION OF COUNSEL TO THE CORPORATION,
   SUCH OFFER AND SALE IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF SAID ACT.

                             ECOLOGY COATINGS, INC.

                                  STOCK OPTION

     This Stock Option Agreement (the "Agreement") is made and entered into as
of this 1st day of July, 2007 ("Grant Date") between ECOLOGY COATINGS, INC., a
California corporation (the "Company"), and ADAM S. TRACY (the "Holder").

     WHEREAS, the Company, through its Board of Directors (the "Board"), is
issuing this option to Holder in connection with various consulting services
rendered by the Holder to the Company, which services are deemed to have a value
of $750.00; and

     WHEREAS, by this Agreement, the Company and the Holder desire to set forth
terms upon which the Company will grant to the Holder and the Holder will accept
from the Company this Option.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the Company and the Holder hereby agree as follows:

8. GRANT AND TERM OF THE OPTION.

     8.1 Grant of Stock Option. Subject to the terms and conditions of this
Agreement, the Company grants to the Holder the right and option (the "Option")
to purchase from the Company all or any part of an aggregate of THIRTY SEVEN
THOUSAND FIVE HUNDRED (37,500) shares of its Common Stock, authorized but
unissued or, at the option of the Company, treasury if available (the "Shares")
of Common Stock, par value $.001 per share, at a price of $2.00 per share (the
"Purchase Price"), as adjusted from time to time pursuant to the provisions
hereunder set forth. This Option is not granted under any stock option plan of
the Company.

     8.2 Time of Exercise. Subject to the provisions of Sections 1.5, "Transfer
and Assignment," and 3.1, "Registration and Legends," this Option may be
exercised at any time and from time to time after 9:00 a.m., E.S.T., on July 1,
2008 (the "Exercise Commencement Date") and will terminate at 5:00 p.m., E.S.T.,
on July 1, 2017 (the "Expiration Date").

     8.3 Manner of Exercise.

          8.3.1 The Holder may exercise this Option, in whole or in part, upon
surrender of this Option with the form of subscription attached hereto duly
executed to the Company at its corporate office together with the full Purchase
Price payable in cash.

          8.3.2 Upon receipt of this Option with the form of subscription duly
executed and accompanied by payment of the aggregate Purchase Price for the
Shares for which this Option is then being exercised, the Company shall cause to
be issued certificates or other evidence of ownership for


                                      -35-

<PAGE>

the total number of whole Shares for which this Option is being exercised in
such denominations as are required for delivery to the Holder, and the Company
shall thereupon deliver such documents to the Holder or its nominee.

          8.3.3 If the Holder exercises this Option with respect to fewer than
all of the Shares that may be purchased under this Option, the Company shall
execute a new Option for the balance of the Shares that may be purchased upon
exercise of this Option and deliver such new Option to the Holder.

          8.3.4 The Company covenants and agrees to pay when due and payable any
and all taxes that may be payable in respect of the issue of this Option, or the
issue of any Shares upon the exercise of this Option. The Company shall not,
however, be required to pay any tax that may be payable in respect of any
transfer involved in the issuance or delivery of this Option or of the Shares in
a name other than that of the Holder at the time of surrender, and until the
payment of such tax, the Company shall not be required to issue such Shares.

          8.3.5 The Company shall, at the time of any exercise of all or part of
this Option, upon the request of the Holder hereof, acknowledge in writing its
continuing obligation to afford to such Holder any rights to which such Holders
shall continue to be entitled after such exercise in accordance with the
provisions of this Option, provided that if the Holder of this Option fails to
make any such request, such failure shall not affect the continuing obligations
of the Company to afford any such rights to such Holder.

     8.4 Exchange of Option. This Option may be split-up, combined or exchanged
for another Option or Options of like tenor to purchase a like aggregate number
of Shares. If the Holder desires to split-up, combine or exchange this Option,
it shall make such request in writing delivered to the Company at its corporate
office and shall surrender this Option and any other Options to be so split-up,
combined or exchanged, the Company shall execute and deliver to the person
entitled thereto an Option or Options, as the case may be, as so requested. The
Company shall not be required to effect any split-up, combination or exchange
which will result in the issuance of an Option entitling the Holder to purchase
upon exercise a fraction of a Share. The Company may require the Holder to pay a
sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any split-up, combination or exchange of Options. The term
"Option" as used herein includes any Options issued in substitution for or
replacement of this Option, or into which this Option may be divided or
exchanged.

     8.5 Holder as Owner. Prior to due presentment for registration of transfer
of this Option, the Company may deem and treat the Holder as the absolute owner
of this Option (notwithstanding any notation of ownership or other writing
hereon) for the purpose of any exercise hereof and for all other purposes, and
the Company shall not be affected by any notice to the contrary. Irrespective of
the date of issue and delivery of certificates for any Shares issuable upon the
exercise of the Option, each person in whose name any such certificate is issued
shall be deemed to have become the holder of record of the Shares represented
thereby on the date on which all or a portion of the Option surrendered in
connection with the subscription therefore was surrendered and payment of the
purchase price was tendered. No surrender of all or a portion of the Option on
any date when the stock transfer books of the Company are closed, however, shall
be effective to constitute the person or persons entitled to receive Shares upon
such surrender as the record holder of such Shares on such date, but such person
or persons shall be constituted the record holder or holders of such Shares at
the close of business on the next succeeding date on which the stock transfer
books are opened. Each


                                      -36-

<PAGE>

person holding any Shares received upon exercise of Option shall be entitled to
receive only dividends or distributions payable to holders of record on or after
the date on which such person shall be deemed to have become the holder of
record of such Shares.

     8.6 Transfer and Assignment. This Option may not be sold, hypothecated,
exercised, assigned or transferred except in accordance with and subject to the
provisions of the Securities Act of 1933, as amended ("Act") and only upon the
consent of the Company.

     8.7 Method for Assignment. Any assignment permitted under this Option shall
be made by surrender of this Option to the Company at its principal office with
the form of assignment attached hereto duly executed and funds sufficient to pay
any transfer tax. In such event, the Company shall, without charge, execute and
deliver a new Option in the name of the assignee designated in such instrument
of assignment and this Option shall promptly be canceled. This Option may be
divided or combined with other Options that carry the same rights upon
presentation thereof at the corporate office of the Company together with a
written notice signed by the Holder, specifying the names and denominations in
which such new Options are to be issued.

     8.8 Rights of Holder. Nothing contained in this Option shall be construed
as conferring upon the Holder the right to vote or consent or receive notice as
a stockholder in respect of any meetings of stockholders for the election of
directors or any other matter, or as having any rights whatsoever as a
stockholder of the Company. If, however, at any time prior to the expiration of
this Option and prior to its exercise, any of the following shall occur:

          8.8.1 The Company shall take a record of the holders of its shares of
Common Stock for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of current or retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the
Company;

          8.8.2 The Company shall offer to the holders of its Common Stock any
additional shares of capital stock of the Company or securities convertible into
or exchangeable for shares of capital stock of the Company, or any option, right
or warrant to subscribe therefore;

          8.8.3 There shall be proposed any capital reorganization or
reclassification of the Common Stock, or a sale of all or substantially all of
the assets of the Company, or a consolidation or merger of the Company with
another entity; or

          8.8.4 There shall be proposed a voluntary or involuntary dissolution,
liquidation or winding up of the Company; then, in any one or more of said
cases, the Company shall cause to be mailed to the Holder, at the earliest
practicable time (and, in any event, not less than thirty (30) days before any
record date or other date set for definitive action), written notice of the date
on which the books of the Company shall close or a record shall be taken to
determine the stockholders entitled to such dividend, distribution, convertible
or exchangeable securities or subscription rights, or entitled to vote on such
reorganization, reclassification, sale, consolidation, merger, dissolution,
liquidation or winding up, as the case may be. Such notice shall also set forth
such facts as shall indicate the effect of such action (to the extent such
effect may be known at the date of such notice) on the Purchase Price and the
kind and amount of the Common Stock and other securities and property
deliverable upon exercise of this Option. Such notice shall also specify the
date as of which the holders of the Common Stock of record shall participate in
said distribution or subscription rights or shall be entitled to exchange their
Common Stock for securities or other property deliverable upon


                                      -37-

<PAGE>

such reorganization, reclassification, sale, consolidation, merger, dissolution,
liquidation or winding up, as the case may be (on which date, in the event of
voluntary or involuntary dissolution, liquidation or winding up of the Company,
the right to exercise this Option shall terminate). Without limiting the
obligation of the Company to provide notice to the holder of actions hereunder,
it is agreed that failure of the Company to give notice shall not invalidate
such action of the Company.

     8.9 Lost Option. Upon receipt by the Company of evidence satisfactory to it
of the loss, theft, destruction or mutilation of this Option, and, in the case
of loss, theft or destruction of reasonably satisfactory indemnification,
including a surety bond if required by the Company, and upon surrender and
cancellation of this Option, if mutilated, the Company will cause to be executed
and delivered a new Option of like tenor and date. Any such new Option executed
and delivered shall constitute an additional contractual obligation on the part
of the Company, whether or not this Option so lost, stolen, destroyed, or
mutilated shall be at any time enforceable by anyone.

     8.10 Covenants of the Company. The Company covenants and agrees as follows:

          8.10.1 At all times it shall reserve and keep available for the
exercise of this Option into Common Stock such number of authorized shares of
Common Stock as are sufficient to permit the exercise in full of this Option
into Common Stock; and

          8.10.2 All Shares issued upon exercise of the Option shall be duly
authorized, validly issued and outstanding, fully-paid and non-assessable.

9. Adjustment of Purchase Price and Number of Shares Purchasable Upon Exercise.

     9.1 Recapitalization. The number of Shares purchasable on exercise of this
Option and the purchase price therefore shall be subject to adjustment from time
to time in the event that the Company shall: (i) pay a dividend in, or make a
distribution of, shares of Common Stock, (ii) subdivide its outstanding shares
of Common Stock into a greater number of shares, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares, or (iv) spin-off a
subsidiary by distributing, as a dividend or otherwise, shares of the subsidiary
to its stockholders. In any such case, the total number of shares purchasable on
exercise of this Option immediately prior thereto shall be adjusted so that the
Holder shall be entitled to receive, at the same aggregate purchase price, the
number of shares of Common Stock that the Holder would have owned or would have
been entitled to receive immediately following the occurrence of any of the
events described above had this Option been exercised in full immediately prior
to the occurrence (or applicable record date) of such event. An adjustment made
pursuant to this Section 2 shall, in the case of a stock dividend or
distribution, be made as of the record date and, in the case of a subdivision or
combination, be made as of the effective date thereof. If, as a result of any
adjustment pursuant to this Section 2, the Holder shall become entitled to
receive shares of two or more classes of series of securities of the Company,
the Board of Directors of the Company shall equitably determine the allocation
of the adjusted purchase price between or among shares or other units of such
classes or series and shall notify the Holder of such allocation.

     9.2 Merger or Consolidation. In the event of any reorganization or
recapitalization of the Company or in the event the Company consolidates with or
merges into another entity or transfers all or substantially all of its assets
to another entity, then and in each such event, the Holder, on exercise of this
Option as provided herein, at any time after the consummation of such
reorganization, recapitalization, consolidation, merger or transfer, shall be
entitled, and the documents executed to


                                      -38-

<PAGE>

effectuate such event shall so provide, to receive the stock or other securities
or property to which the Holder would have been entitled upon such consummation
if the Holder had exercised this Option immediately prior thereto. In such case,
the terms of this Option shall survive the consummation of any such
reorganization, recapitalization, consolidation, merger or transfer and shall be
applicable to the shares of stock or other securities or property receivable on
the exercise of this Option after such consummation and as an exchange for a
larger or smaller number of shares, as the case may be.

     9.3 Notice of Dissolution or Liquidation. Except as otherwise provided in
Section 2.2, "Merger or Consolidation," in the case of any sale or conveyance of
all or substantially all of the assets of the Company in connection with a plan
of complete liquidation of the Company, or in the case of the dissolution,
liquidation or winding-up of the Company, all rights under this Option shall
terminate on a date fixed by the Company, such date so fixed to be not earlier
than the date of the commencement of the proceedings for such dissolution,
liquidation or winding-up and not later than thirty (30) days after such
commencement date. Notice of such termination of purchase rights shall be given
to the Holder at least thirty (30) days prior to such termination date.

     9.4 Statement of Adjustment. Any adjustment pursuant to the provisions of
this Section 2 shall be made on the basis of the number of Shares which the
Holder would have been entitled to acquire by exercise of this Option
immediately prior to the event giving rise to such adjustment and as to the
Purchase Price in effect immediately prior to the rise to such adjustment.
Whenever any such adjustment is required to be made, the Company shall forthwith
determine the new number of Shares which the Holder hereof shall be entitled to
purchase hereunder and/or such new Purchase Price and shall prepare, retain on
file and transmit to the Holder within ten (10) days after such preparation a
statement describing in reasonable detail the method used in calculating such
adjustment.

     9.5 No Fractional Shares. The Company shall not issue any fraction of a
Share in connection with the exercise of this Option, and in any case where the
Holder would, except for the provisions of this Section 2.5, be entitled under
the terms of this Option to receive a fraction of a Share upon such exercise,
the Company shall upon the exercise and receipt of the Purchase Price, issue the
largest number of whole Shares purchasable upon exercise of this Option. The
Company shall not be required to make any cash or other adjustment in respect of
such fraction of a Share to which the Holder would otherwise be entitled. The
Holder, by the acceptance of this Option, expressly waives his right to receive
a certificate for any fraction of a Share upon exercise hereof.

     9.6 No Change in Form Required. The form of Option need not be changed
because of any change pursuant to this Section 2 in the Purchase Price or in the
number of Shares purchasable upon the exercise of a Option, may state the same
Purchase Price and the same number of shares of Preferred Stock as are stated in
the Options initially issued pursuant to the Agreement.

10. REGISTRATION UNDER THE SECURITIES ACT OF 1933.

     10.1 Registration and Legends. The Holder understands that (i) the Company
has not registered the Option or the Shares under the Act, or the applicable
securities laws of any state in reliance on exemptions from registration and
(ii) such exemptions depend upon the Holder's investment intent at the time
the Holder acquires the Option or the Shares. The Holder therefore represents
and warrants that it is acquiring the Option, and will acquire the Shares, for
the Holder's own account for investment and not with a view to distribution,
assignment, resale or other transfer of the Option or the Shares. Because the
Option and the Shares are not registered, the Holder is


                                      -39-

<PAGE>

aware that the Holder must hold them indefinitely unless they are registered
under the Act and any applicable securities laws or the Holder must obtain
exemptions from such registration. Upon exercise, in part or in whole, of this
Option, the Shares shall bear the following legend:

     The shares of Common Stock represented by this certificate have not been
registered under the Act or any applicable state securities laws, and they may
not be offered for sale, sold, transferred, pledged or hypothecated without an
effective registration statement under the Act and under any applicable state
securities laws, or an opinion of counsel, satisfactory to the company, that an
exemption from such registration is available.

     10.2 No-Action Letter. The Company agrees that it will be satisfied that no
post-effective amendment or new registration is required for the public sale of
the Shares if it shall be presented with a letter from the Staff of the
Securities and Exchange Commission (the "Commission"), stating in effect that,
based upon stated facts which the Company shall have no reason to believe are
not true in any material respect, the Staff will not recommend any action to the
Commission if such Shares are offered and sold without delivery of a prospectus,
and that, therefore, no Registration Statement under which such Shares are to be
registered is required to be filed.

     10.3 INCLUSION IN COMPANY REGISTRATION STATEMENT.

          10.3.1 The Holder of this Option and/or Shares issued to the Holder
pursuant to this Option without an effective registration statement ("Restricted
Shares") under the Act will have the right to join with the Company to register
the Restricted Shares and the Shares underlying this Option (the "Underlying
Shares") in a future registration statement under the Act filed by the Company
with the Commission, which includes a public offering of equity securities for
cash, either for the account of the Company or for the account of any other
person. This right to join with the Company in a registration statement is not
applicable to a registration statement filed by the Company with the Commission
on Form S-4, S-8 or any other inappropriate form. If, at any time, the Company
proposes to file a registration statement as described above with the
Commission, it may, in its sole discretion, offer to include in any such filing
any proposed disposition of the Restricted Shares or the Underlying Shares. In
such event, the Company will, at least thirty (30) days prior to such filing,
give written notice of such proposed filing to the Holder's address appearing
on the records of the Company. Within fifteen (15) days of receipt of the
Company's notice of filing, the Holder may request registration of the
Restricted Shares and/or Underlying Shares pursuant to a written request setting
forth the intended method of distribution and such other data or information as
the Company or its counsel shall reasonably require and such Restricted Shares
and/or Underlying Shares shall be included in the registration statement to the
maximum extent permissible. The Company shall supply the Holder with copies of
such registration statement and of the prospectus included therein in such
quantities as may be reasonably necessary for the purpose of the proposed
disposition.

          10.3.2 If at the time of any request to register the Restricted Shares
or Underlying Shares the Company is engaged or has fixed plans to be engaged
within thirty (30) days of the date of the request in a registered public
offering as to which the Restricted Shares or the Underlying Shares may be
included or is involved in an activity, in the good faith determination of the
underwriter, in the case of such offering, or the Board, in the case of such
other activity, which would be adversely affected by the requested registration
to the material detriment of the offering or the Company's activities, then
the Company may, at its option, direct that the request be delayed for a period
not in


                                      -40-

<PAGE>

excess of six months from the effective date of such offering or the date of
commencement of such proposed offering or such other material activity, as the
case may be, unless the underwriter, in the case of the offering, or the Board,
in the case of such other material activity, specifies a longer period.

     10.4 Covenants Regarding Registration. In connection with any registration
under Section 3.1 hereof, the Company and the Holder covenant and agree as
follows:

          10.4.1 The Company shall use its best efforts to have any Registration
Statement declared effective at the earliest possible time, and shall furnish
such number of prospectuses as shall be reasonably requested.

          10.4.2 The Company and the Holder shall pay their respective shares of
all costs, fees, and expenses in connection with the Registration Statement
under Section 3.3, "Inclusion in Company Registration Statement," in proportion
to the dollar value of the securities being registered by each party, including,
without limitation, the Company's legal and accounting fees, printing expenses,
blue sky fees and expenses, except that the Company shall not pay for any of the
following costs and expenses: (a) underwriting discounts and commissions
allocable to the Shares, (b) state transfer taxes, (c) brokerage commissions,
and (d) fees and expenses of counsel and accountants for the holders of the
Shares.

          10.4.3 The Company will take all necessary action which may be
required in qualifying or registering the Shares included in any Registration
Statement for offering and sale under the securities or blue sky laws of such
states as are requested by the holders of such Shares, provided that the Company
shall not be obligated to execute or file any general consent to service or
process or to qualify as a foreign corporation to do business under the laws of
any such jurisdiction.

     10.5 Indemnity.

          10.5.1 The Company shall indemnify and hold harmless the Holder who is
registering securities pursuant to this Section (the "Seller") and each
underwriter, within the meaning of the Act, who may purchase from or sell for
any Seller any of the Shares from and against any and all losses, claims,
damages, and liabilities caused by any untrue statement or alleged untrue
statement of a material fact contained in any post-effective amendment or new
registration statement or any supplemented prospectus under the Act included
therein required to be filed or furnished by reason of this Section, or caused
by any omission or alleged omission to state therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any untrue statement or alleged untrue
statement or omission or alleged omission based upon information furnished or
required to be furnished in writing to the Company by such Seller or underwriter
within the meaning of such Act; provided, however, that the indemnity agreement
set forth in this Section 3.5 with respect to any prospectus which shall be
subsequently amended prior to the written confirmation of sale of any Shares
shall not inure to the benefit of any Seller or underwriter from whom the person
asserting any such losses, claims, damages or liabilities purchased such Shares
which are the subject thereof (or to the benefit of any person controlling such
Seller or underwriter), if such Seller or underwriter failed to send or give a
copy of the prospectus as amended to such person at or prior to the written
confirmation of the sale of such Shares and if such amended prospectus did not
contain any untrue statement or alleged untrue statement or omission or alleged
omission giving rise to such cause, claim, damage, or liability.


                                      -41-

<PAGE>

          10.5.2 The Seller who uses the procedures under Section 3 shall
indemnify and secure the agreement of any underwriter which the Seller employs
to indemnify the Company, its directors, each officer signing the related
post-effective amendment or registration statement and each person, if any, who
controls the Company, within the meaning of the Act from and against any losses,
claims, damages, and liabilities caused by any untrue statement or alleged
untrue statement of a material fact contained in any post-effective amendment or
registration statement or any prospectus required to be filed or furnished by
reason of this Section or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, insofar as such losses, claims, damages, or
liabilities are caused by any untrue statement or alleged untrue statement or
omission or alleged omission based upon information furnished in writing to the
Company by any such Seller or underwriter expressly for use therein.

     10.6 Agreements. The agreements in this Section shall continue in effect
regardless of the exercise and surrender of this Option.

11. RESERVATION OF SHARES. The Company shall at all times reserve, for the
purpose of issuance on exercise of this Option such number of shares of Common
Stock or such class or classes of capital stock or other securities as shall
from time to time be sufficient to comply with this Option and the Company shall
take such corporate action as may, in the opinion of its counsel, be necessary
to increase its authorized and unissued Common Stock or such other class or
classes of capital stock or other securities to such number as shall be
sufficient for that purpose.

12. SURVIVAL. All agreements, covenants, representations and warranties herein
shall survive the execution and delivery of this Option and any investigation at
any time made by or on behalf of any parties hereto and the exercise, sale and
purchase of this Option (and any other securities or property) issuable on
exercise hereof.

13. REMEDIES. The Company agrees that the remedies at law of the Holder, in the
event of any default or threatened default by the Company in the performance or
compliance with any of the terms of this Option, may not be adequate and such
terms may, in addition to and not in lieu of any other remedy, be specifically
enforced by a decree of specific performance of any agreement contained herein
or by an injunction against a violation of any of the terms hereof or otherwise.

14. OTHER MATTERS.

     14.1 Binding Effect. All the covenants and provisions of this Option by or
for the benefit of the Company shall bind and inure to the benefit of its
successors and assigns hereunder.

     14.2 Notices. Notices or demands pursuant to this Option to be given or
made by the Holder to or on the Company shall be sufficiently given or made if
sent by certified or registered mail, return receipt requested, postage prepaid,
and addressed, until another address is designated in writing by the Company, as
follows:


                                      -42-

<PAGE>

                              Ecology Coatings, Inc.
                              35980 Woodward Ave., Suite 200
                              Bloomfield Hills, Michigan 48304
                              Attn: President

Notices to the Holder provided for in this Option shall be deemed given or made
by the Company if sent by certified or registered mail, return receipt
requested, postage prepaid, and addressed to the Holder at the Holder's last
known address as it shall appear on the books of the Company.

     14.3 Governing Law. The validity, interpretation and performance of this
Option shall be governed by the laws of the State of Michigan.

     14.4 Parties Bound and Benefited. Nothing in this Option expressed and
nothing that may be implied from any of the provisions hereof is intended, or
shall be construed, to confer upon, or give to, any person or corporation other
than the Company and the Holder any right, remedy or claim under promise or
agreement hereof, and all covenants, conditions, stipulations, promises and
agreements contained in this Option shall be for the sole and exclusive benefit
of the Company and its successors and of the Holder, and his successors, heirs
and assignees.

     14.5 Headings. The Article headings herein are for convenience only and are
not part of this Option and shall not affect the interpretation thereof.

     14.6 Disputes or Disagreements. As a condition of granting of the Option
herein granted, the Holder agrees, on Holder's behalf and on behalf of
Holder's personal representatives, that any disputes or disagreements which
may arise under or as a result of or pursuant to this Agreement, shall be
determined by the Board, in its sole discretion, and that any interpretation by
the Board under the terms of this Agreement shall be final, binding and
conclusive.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                      -43-

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Option Agreement on the
day and year first above written. This Agreement has been duly executed and
delivered by the Holder and the Company to be effective on date first above
written.

                                        ECOLOGY COATINGS, INC.


                                        By:
                                            ------------------------------------
                                            Richard D. Stromback
                                            Chairman


                                        Holder:


                                        ----------------------------------------
                                        ADAM S. TRACY

                                        Address: 511 Jacob Way, Suite 203
                                                 Rochester, Michigan 48307


                                      -44-

<PAGE>

                                  EXERCISE FORM

                             ECOLOGY COATINGS, INC.
                         35980 WOODWARD AVE., SUITE 200
                        BLOOMFIELD HILLS, MICHIGAN 48304
                                 ATTN: PRESIDENT

     The undersigned hereby irrevocably subscribes for the purchase of
_____________________ (__________) Shares pursuant to and in accordance with the
terms and conditions of this Option, and herewith makes payment, covering the
purchase of the Shares, which should be delivered to the undersigned at the
address stated below, and, if such number of Shares shall not be all of the
Shares purchasable hereunder, then a new Option of like tenor for the balance of
the remaining Shares purchasable under this Option be delivered to the
undersigned at the address stated below.

     The undersigned agrees that: (1) the undersigned will not offer, sell,
transfer or otherwise dispose of any such Shares, unless either (a) a
registration statement, or post-effective amendment thereto, covering such
Shares have been filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended (the "Act"), and such sale, transfer or
other disposition is accompanied by a prospectus meeting the requirements of
Section 10 of the Act forming a part of such registration statement, or
post-effective amendment thereto, which is in effect under the Act covering the
Shares to be so sold, transferred or otherwise disposed of, or (b) counsel to
the Company satisfactory to the undersigned has rendered an opinion in writing
and addressed to the Company that such proposed offer, sale, transfer or other
disposition of the Shares is exempt from the provisions of Section 5 of the Act
in view of the circumstances of such proposed offer, sale, transfer or other
disposition; (2) the Company may notify the transfer agent for its Common Stock
that the certificates for the Common Stock acquired by the undersigned are not
to be transferred unless the transfer agent receives advice from the Company
that one or both of the conditions referred to in (1)(a) and (1)(b) above have
been satisfied; and (3) the Company may affix the legend set forth in Section
3.1 of this Option to the certificates for Shares hereby subscribed for, if such
legend is applicable.


Dated:                                 Signed:
       -----------------------------           ---------------------------------

                                               Address:
                                                        ------------------------

                                                        ------------------------

                                                        ------------------------

<PAGE>

                                   EXHIBIT "D"


                                      -46-

<PAGE>

     THESE SECURITIES MAY NOT BE OFFERED OR SOLD UNLESS AT THE TIME OF SUCH
         OFFER OR SALE, THE PERSON MAKING SUCH OFFER OR SALE DELIVERS A
       PROSPECTUS MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES
        ACT OF 1933, AS AMENDED ("ACT"), FORMING A PART OF A REGISTRATION
       STATEMENT, OR POST-EFFECTIVE AMENDMENT THERETO, WHICH IS EFFECTIVE
      UNDER SAID ACT, UNLESS IN THE OPINION OF COUNSEL TO THE CORPORATION,
   SUCH OFFER AND SALE IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF SAID ACT.

                             ECOLOGY COATINGS, INC.

                                  STOCK OPTION

     This Stock Option Agreement (the "Agreement") is made and entered into as
of this 1st day of July, 2007 ("Grant Date") between ECOLOGY COATINGS, INC., a
California corporation (the "Company"), and ADAM S. TRACY (the "Holder").

     WHEREAS, the Company, through its Board of Directors (the "Board"), is
issuing this option to Holder in connection with various consulting services
rendered by the Holder to the Company, which services are deemed to have a value
of $500.00; and

     WHEREAS, by this Agreement, the Company and the Holder desire to set forth
terms upon which the Company will grant to the Holder and the Holder will accept
from the Company this Option.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the Company and the Holder hereby agree as follows:

15. GRANT AND TERM OF THE OPTION.

     15.1 Grant of Stock Option. Subject to the terms and conditions of this
Agreement, the Company grants to the Holder the right and option (the "Option")
to purchase from the Company all or any part of an aggregate of TWENTY FIVE
THOUSAND (25,000) shares of its Common Stock, authorized but unissued or, at the
option of the Company, treasury if available (the "Shares") of Common Stock, par
value $.001 per share, at a price of $2.00 per share (the "Purchase Price"), as
adjusted from time to time pursuant to the provisions hereunder set forth. This
Option is not granted under any stock option plan of the Company.

     15.2 Time of Exercise. Subject to the provisions of Sections 1.5, "Transfer
and Assignment," and 3.1, "Registration and Legends," this Option may be
exercised at any time and from time to time after 9:00 a.m., E.S.T., on July 1,
2009 (the "Exercise Commencement Date") and will terminate at 5:00 p.m., E.S.T.,
on July 1, 2017 (the "Expiration Date").

     15.3 Manner of Exercise.

          15.3.1 The Holder may exercise this Option, in whole or in part, upon
surrender of this Option with the form of subscription attached hereto duly
executed to the Company at its corporate office together with the full Purchase
Price payable in cash.


                                      -47-

<PAGE>

          15.3.2 Upon receipt of this Option with the form of subscription duly
executed and accompanied by payment of the aggregate Purchase Price for the
Shares for which this Option is then being exercised, the Company shall cause to
be issued certificates or other evidence of ownership for the total number of
whole Shares for which this Option is being exercised in such denominations as
are required for delivery to the Holder, and the Company shall thereupon deliver
such documents to the Holder or its nominee.

          15.3.3 If the Holder exercises this Option with respect to fewer than
all of the Shares that may be purchased under this Option, the Company shall
execute a new Option for the balance of the Shares that may be purchased upon
exercise of this Option and deliver such new Option to the Holder.

          15.3.4 The Company covenants and agrees to pay when due and payable
any and all taxes that may be payable in respect of the issue of this Option, or
the issue of any Shares upon the exercise of this Option. The Company shall not,
however, be required to pay any tax that may be payable in respect of any
transfer involved in the issuance or delivery of this Option or of the Shares in
a name other than that of the Holder at the time of surrender, and until the
payment of such tax, the Company shall not be required to issue such Shares.

          15.3.5 The Company shall, at the time of any exercise of all or part
of this Option, upon the request of the Holder hereof, acknowledge in writing
its continuing obligation to afford to such Holder any rights to which such
Holders shall continue to be entitled after such exercise in accordance with the
provisions of this Option, provided that if the Holder of this Option fails to
make any such request, such failure shall not affect the continuing obligations
of the Company to afford any such rights to such Holder.

     15.4 Exchange of Option. This Option may be split-up, combined or exchanged
for another Option or Options of like tenor to purchase a like aggregate number
of Shares. If the Holder desires to split-up, combine or exchange this Option,
it shall make such request in writing delivered to the Company at its corporate
office and shall surrender this Option and any other Options to be so split-up,
combined or exchanged, the Company shall execute and deliver to the person
entitled thereto an Option or Options, as the case may be, as so requested. The
Company shall not be required to effect any split-up, combination or exchange
which will result in the issuance of an Option entitling the Holder to purchase
upon exercise a fraction of a Share. The Company may require the Holder to pay a
sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any split-up, combination or exchange of Options. The term
"Option" as used herein includes any Options issued in substitution for or
replacement of this Option, or into which this Option may be divided or
exchanged.

     15.5 Holder as Owner. Prior to due presentment for registration of transfer
of this Option, the Company may deem and treat the Holder as the absolute owner
of this Option (notwithstanding any notation of ownership or other writing
hereon) for the purpose of any exercise hereof and for all other purposes, and
the Company shall not be affected by any notice to the contrary. Irrespective of
the date of issue and delivery of certificates for any Shares issuable upon the
exercise of the Option, each person in whose name any such certificate is issued
shall be deemed to have become the holder of record of the Shares represented
thereby on the date on which all or a portion of the Option surrendered in
connection with the subscription therefore was surrendered and payment of the
purchase price was tendered. No surrender of all or a portion of the Option on
any date when the stock transfer books of the Company are closed, however, shall
be effective to constitute the person


                                      -48-

<PAGE>

or persons entitled to receive Shares upon such surrender as the record holder
of such Shares on such date, but such person or persons shall be constituted the
record holder or holders of such Shares at the close of business on the next
succeeding date on which the stock transfer books are opened. Each person
holding any Shares received upon exercise of Option shall be entitled to receive
only dividends or distributions payable to holders of record on or after the
date on which such person shall be deemed to have become the holder of record of
such Shares.

     15.6 Transfer and Assignment. This Option may not be sold, hypothecated,
exercised, assigned or transferred except in accordance with and subject to the
provisions of the Securities Act of 1933, as amended ("Act") and only upon the
consent of the Company.

     15.7 Method for Assignment. Any assignment permitted under this Option
shall be made by surrender of this Option to the Company at its principal office
with the form of assignment attached hereto duly executed and funds sufficient
to pay any transfer tax. In such event, the Company shall, without charge,
execute and deliver a new Option in the name of the assignee designated in such
instrument of assignment and this Option shall promptly be canceled. This Option
may be divided or combined with other Options that carry the same rights upon
presentation thereof at the corporate office of the Company together with a
written notice signed by the Holder, specifying the names and denominations in
which such new Options are to be issued.

     15.8 Rights of Holder. Nothing contained in this Option shall be construed
as conferring upon the Holder the right to vote or consent or receive notice as
a stockholder in respect of any meetings of stockholders for the election of
directors or any other matter, or as having any rights whatsoever as a
stockholder of the Company. If, however, at any time prior to the expiration of
this Option and prior to its exercise, any of the following shall occur:

          15.8.1 The Company shall take a record of the holders of its shares of
Common Stock for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of current or retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the
Company;

          15.8.2 The Company shall offer to the holders of its Common Stock any
additional shares of capital stock of the Company or securities convertible into
or exchangeable for shares of capital stock of the Company, or any option, right
or warrant to subscribe therefore;

          15.8.3 There shall be proposed any capital reorganization or
reclassification of the Common Stock, or a sale of all or substantially all of
the assets of the Company, or a consolidation or merger of the Company with
another entity; or

          15.8.4 There shall be proposed a voluntary or involuntary dissolution,
liquidation or winding up of the Company; then, in any one or more of said
cases, the Company shall cause to be mailed to the Holder, at the earliest
practicable time (and, in any event, not less than thirty (30) days before any
record date or other date set for definitive action), written notice of the date
on which the books of the Company shall close or a record shall be taken to
determine the stockholders entitled to such dividend, distribution, convertible
or exchangeable securities or subscription rights, or entitled to vote on such
reorganization, reclassification, sale, consolidation, merger, dissolution,
liquidation or winding up, as the case may be. Such notice shall also set forth
such facts as shall indicate the effect of such action (to the extent such
effect may be known at the date of such notice) on the Purchase Price and the
kind and amount of the Common Stock and other securities and property


                                      -49-

<PAGE>

deliverable upon exercise of this Option. Such notice shall also specify the
date as of which the holders of the Common Stock of record shall participate in
said distribution or subscription rights or shall be entitled to exchange their
Common Stock for securities or other property deliverable upon such
reorganization, reclassification, sale, consolidation, merger, dissolution,
liquidation or winding up, as the case may be (on which date, in the event of
voluntary or involuntary dissolution, liquidation or winding up of the Company,
the right to exercise this Option shall terminate). Without limiting the
obligation of the Company to provide notice to the holder of actions hereunder,
it is agreed that failure of the Company to give notice shall not invalidate
such action of the Company.

     15.9 Lost Option. Upon receipt by the Company of evidence satisfactory to
it of the loss, theft, destruction or mutilation of this Option, and, in the
case of loss, theft or destruction of reasonably satisfactory indemnification,
including a surety bond if required by the Company, and upon surrender and
cancellation of this Option, if mutilated, the Company will cause to be executed
and delivered a new Option of like tenor and date. Any such new Option executed
and delivered shall constitute an additional contractual obligation on the part
of the Company, whether or not this Option so lost, stolen, destroyed, or
mutilated shall be at any time enforceable by anyone.

     15.10 Covenants of the Company. The Company covenants and agrees as
follows:

          15.10.1 At all times it shall reserve and keep available for the
exercise of this Option into Common Stock such number of authorized shares of
Common Stock as are sufficient to permit the exercise in full of this Option
into Common Stock; and

          15.10.2 All Shares issued upon exercise of the Option shall be duly
authorized, validly issued and outstanding, fully-paid and non-assessable.

16. Adjustment of Purchase Price and Number of Shares Purchasable Upon Exercise.

     16.1 Recapitalization. The number of Shares purchasable on exercise of this
Option and the purchase price therefore shall be subject to adjustment from time
to time in the event that the Company shall: (i) pay a dividend in, or make a
distribution of, shares of Common Stock, (ii) subdivide its outstanding shares
of Common Stock into a greater number of shares, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares, or (iv) spin-off a
subsidiary by distributing, as a dividend or otherwise, shares of the subsidiary
to its stockholders. In any such case, the total number of shares purchasable on
exercise of this Option immediately prior thereto shall be adjusted so that the
Holder shall be entitled to receive, at the same aggregate purchase price, the
number of shares of Common Stock that the Holder would have owned or would have
been entitled to receive immediately following the occurrence of any of the
events described above had this Option been exercised in full immediately prior
to the occurrence (or applicable record date) of such event. An adjustment made
pursuant to this Section 2 shall, in the case of a stock dividend or
distribution, be made as of the record date and, in the case of a subdivision or
combination, be made as of the effective date thereof. If, as a result of any
adjustment pursuant to this Section 2, the Holder shall become entitled to
receive shares of two or more classes of series of securities of the Company,
the Board of Directors of the Company shall equitably determine the allocation
of the adjusted purchase price between or among shares or other units of such
classes or series and shall notify the Holder of such allocation.

     16.2 Merger or Consolidation. In the event of any reorganization or
recapitalization of the Company or in the event the Company consolidates with or
merges into another entity or transfers all


                                      -50-

<PAGE>

or substantially all of its assets to another entity, then and in each such
event, the Holder, on exercise of this Option as provided herein, at any time
after the consummation of such reorganization, recapitalization, consolidation,
merger or transfer, shall be entitled, and the documents executed to effectuate
such event shall so provide, to receive the stock or other securities or
property to which the Holder would have been entitled upon such consummation if
the Holder had exercised this Option immediately prior thereto. In such case,
the terms of this Option shall survive the consummation of any such
reorganization, recapitalization, consolidation, merger or transfer and shall be
applicable to the shares of stock or other securities or property receivable on
the exercise of this Option after such consummation and as an exchange for a
larger or smaller number of shares, as the case may be.

     16.3 Notice of Dissolution or Liquidation. Except as otherwise provided in
Section 2.2, "Merger or Consolidation," in the case of any sale or conveyance of
all or substantially all of the assets of the Company in connection with a plan
of complete liquidation of the Company, or in the case of the dissolution,
liquidation or winding-up of the Company, all rights under this Option shall
terminate on a date fixed by the Company, such date so fixed to be not earlier
than the date of the commencement of the proceedings for such dissolution,
liquidation or winding-up and not later than thirty (30) days after such
commencement date. Notice of such termination of purchase rights shall be given
to the Holder at least thirty (30) days prior to such termination date.

     16.4 Statement of Adjustment. Any adjustment pursuant to the provisions of
this Section 2 shall be made on the basis of the number of Shares which the
Holder would have been entitled to acquire by exercise of this Option
immediately prior to the event giving rise to such adjustment and as to the
Purchase Price in effect immediately prior to the rise to such adjustment.
Whenever any such adjustment is required to be made, the Company shall forthwith
determine the new number of Shares which the Holder hereof shall be entitled to
purchase hereunder and/or such new Purchase Price and shall prepare, retain on
file and transmit to the Holder within ten (10) days after such preparation a
statement describing in reasonable detail the method used in calculating such
adjustment.

     16.5 No Fractional Shares. The Company shall not issue any fraction of a
Share in connection with the exercise of this Option, and in any case where the
Holder would, except for the provisions of this Section 2.5, be entitled under
the terms of this Option to receive a fraction of a Share upon such exercise,
the Company shall upon the exercise and receipt of the Purchase Price, issue the
largest number of whole Shares purchasable upon exercise of this Option. The
Company shall not be required to make any cash or other adjustment in respect of
such fraction of a Share to which the Holder would otherwise be entitled. The
Holder, by the acceptance of this Option, expressly waives his right to receive
a certificate for any fraction of a Share upon exercise hereof.

     16.6 No Change in Form Required. The form of Option need not be changed
because of any change pursuant to this Section 2 in the Purchase Price or in the
number of Shares purchasable upon the exercise of a Option, may state the same
Purchase Price and the same number of shares of Preferred Stock as are stated in
the Options initially issued pursuant to the Agreement.

17. REGISTRATION UNDER THE SECURITIES ACT OF 1933.

     17.1 Registration and Legends. The Holder understands that (i) the Company
has not registered the Option or the Shares under the Act, or the applicable
securities laws of any state in reliance on exemptions from registration and
(ii) such exemptions depend upon the Holder's investment intent at the time
the Holder acquires the Option or the Shares. The Holder therefore


                                      -51-

<PAGE>

represents and warrants that it is acquiring the Option, and will acquire the
Shares, for the Holder's own account for investment and not with a view to
distribution, assignment, resale or other transfer of the Option or the Shares.
Because the Option and the Shares are not registered, the Holder is aware that
the Holder must hold them indefinitely unless they are registered under the Act
and any applicable securities laws or the Holder must obtain exemptions from
such registration. Upon exercise, in part or in whole, of this Option, the
Shares shall bear the following legend:

     The shares of Common Stock represented by this certificate have not been
registered under the Act or any applicable state securities laws, and they may
not be offered for sale, sold, transferred, pledged or hypothecated without an
effective registration statement under the Act and under any applicable state
securities laws, or an opinion of counsel, satisfactory to the company, that an
exemption from such registration is available.

     17.2 No-Action Letter. The Company agrees that it will be satisfied that no
post-effective amendment or new registration is required for the public sale of
the Shares if it shall be presented with a letter from the Staff of the
Securities and Exchange Commission (the "Commission"), stating in effect that,
based upon stated facts which the Company shall have no reason to believe are
not true in any material respect, the Staff will not recommend any action to the
Commission if such Shares are offered and sold without delivery of a prospectus,
and that, therefore, no Registration Statement under which such Shares are to be
registered is required to be filed.

     17.3 INCLUSION IN COMPANY REGISTRATION STATEMENT.

          17.3.1 The Holder of this Option and/or Shares issued to the Holder
pursuant to this Option without an effective registration statement ("Restricted
Shares") under the Act will have the right to join with the Company to register
the Restricted Shares and the Shares underlying this Option (the "Underlying
Shares") in a future registration statement under the Act filed by the Company
with the Commission, which includes a public offering of equity securities for
cash, either for the account of the Company or for the account of any other
person. This right to join with the Company in a registration statement is not
applicable to a registration statement filed by the Company with the Commission
on Form S-4, S-8 or any other inappropriate form. If, at any time, the Company
proposes to file a registration statement as described above with the
Commission, it may, in its sole discretion, offer to include in any such filing
any proposed disposition of the Restricted Shares or the Underlying Shares. In
such event, the Company will, at least thirty (30) days prior to such filing,
give written notice of such proposed filing to the Holder's address appearing
on the records of the Company. Within fifteen (15) days of receipt of the
Company's notice of filing, the Holder may request registration of the
Restricted Shares and/or Underlying Shares pursuant to a written request setting
forth the intended method of distribution and such other data or information as
the Company or its counsel shall reasonably require and such Restricted Shares
and/or Underlying Shares shall be included in the registration statement to the
maximum extent permissible. The Company shall supply the Holder with copies of
such registration statement and of the prospectus included therein in such
quantities as may be reasonably necessary for the purpose of the proposed
disposition.

          17.3.2 If at the time of any request to register the Restricted Shares
or Underlying Shares the Company is engaged or has fixed plans to be engaged
within thirty (30) days of the date of the request in a registered public
offering as to which the Restricted Shares or the Underlying Shares may be
included or is involved in an activity, in the good faith determination of the
underwriter, in


                                      -52-

<PAGE>

the case of such offering, or the Board, in the case of such other activity,
which would be adversely affected by the requested registration to the material
detriment of the offering or the Company's activities, then the Company may,
at its option, direct that the request be delayed for a period not in excess of
six months from the effective date of such offering or the date of commencement
of such proposed offering or such other material activity, as the case may be,
unless the underwriter, in the case of the offering, or the Board, in the case
of such other material activity, specifies a longer period.

     17.4 Covenants Regarding Registration. In connection with any registration
under Section 3.1 hereof, the Company and the Holder covenant and agree as
follows:

          17.4.1 The Company shall use its best efforts to have any Registration
Statement declared effective at the earliest possible time, and shall furnish
such number of prospectuses as shall be reasonably requested.

          17.4.2 The Company and the Holder shall pay their respective shares of
all costs, fees, and expenses in connection with the Registration Statement
under Section 3.3, "Inclusion in Company Registration Statement," in proportion
to the dollar value of the securities being registered by each party, including,
without limitation, the Company's legal and accounting fees, printing expenses,
blue sky fees and expenses, except that the Company shall not pay for any of the
following costs and expenses: (a) underwriting discounts and commissions
allocable to the Shares, (b) state transfer taxes, (c) brokerage commissions,
and (d) fees and expenses of counsel and accountants for the holders of the
Shares.

          17.4.3 The Company will take all necessary action which may be
required in qualifying or registering the Shares included in any Registration
Statement for offering and sale under the securities or blue sky laws of such
states as are requested by the holders of such Shares, provided that the Company
shall not be obligated to execute or file any general consent to service or
process or to qualify as a foreign corporation to do business under the laws of
any such jurisdiction.

     17.5 Indemnity.

          17.5.1 The Company shall indemnify and hold harmless the Holder who is
registering securities pursuant to this Section (the "Seller") and each
underwriter, within the meaning of the Act, who may purchase from or sell for
any Seller any of the Shares from and against any and all losses, claims,
damages, and liabilities caused by any untrue statement or alleged untrue
statement of a material fact contained in any post-effective amendment or new
registration statement or any supplemented prospectus under the Act included
therein required to be filed or furnished by reason of this Section, or caused
by any omission or alleged omission to state therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any untrue statement or alleged untrue
statement or omission or alleged omission based upon information furnished or
required to be furnished in writing to the Company by such Seller or underwriter
within the meaning of such Act; provided, however, that the indemnity agreement
set forth in this Section 3.5 with respect to any prospectus which shall be
subsequently amended prior to the written confirmation of sale of any Shares
shall not inure to the benefit of any Seller or underwriter from whom the person
asserting any such losses, claims, damages or liabilities purchased such Shares
which are the subject thereof (or to the benefit of any person controlling such
Seller or underwriter), if such Seller or underwriter failed to send or give a
copy of the prospectus as amended to such person at or prior to the written
confirmation of the sale of such Shares and if such amended


                                      -53-

<PAGE>

prospectus did not contain any untrue statement or alleged untrue statement or
omission or alleged omission giving rise to such cause, claim, damage, or
liability.

          17.5.2 The Seller who uses the procedures under Section 3 shall
indemnify and secure the agreement of any underwriter which the Seller employs
to indemnify the Company, its directors, each officer signing the related
post-effective amendment or registration statement and each person, if any, who
controls the Company, within the meaning of the Act from and against any losses,
claims, damages, and liabilities caused by any untrue statement or alleged
untrue statement of a material fact contained in any post-effective amendment or
registration statement or any prospectus required to be filed or furnished by
reason of this Section or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, insofar as such losses, claims, damages, or
liabilities are caused by any untrue statement or alleged untrue statement or
omission or alleged omission based upon information furnished in writing to the
Company by any such Seller or underwriter expressly for use therein.

     17.6 Agreements. The agreements in this Section shall continue in effect
regardless of the exercise and surrender of this Option.

18. RESERVATION OF SHARES. The Company shall at all times reserve, for the
purpose of issuance on exercise of this Option such number of shares of Common
Stock or such class or classes of capital stock or other securities as shall
from time to time be sufficient to comply with this Option and the Company shall
take such corporate action as may, in the opinion of its counsel, be necessary
to increase its authorized and unissued Common Stock or such other class or
classes of capital stock or other securities to such number as shall be
sufficient for that purpose.

19. SURVIVAL. All agreements, covenants, representations and warranties herein
shall survive the execution and delivery of this Option and any investigation at
any time made by or on behalf of any parties hereto and the exercise, sale and
purchase of this Option (and any other securities or property) issuable on
exercise hereof.

20. REMEDIES. The Company agrees that the remedies at law of the Holder, in the
event of any default or threatened default by the Company in the performance or
compliance with any of the terms of this Option, may not be adequate and such
terms may, in addition to and not in lieu of any other remedy, be specifically
enforced by a decree of specific performance of any agreement contained herein
or by an injunction against a violation of any of the terms hereof or otherwise.

21. OTHER MATTERS.

     21.1 Binding Effect. All the covenants and provisions of this Option by or
for the benefit of the Company shall bind and inure to the benefit of its
successors and assigns hereunder.

     21.2 Notices. Notices or demands pursuant to this Option to be given or
made by the Holder to or on the Company shall be sufficiently given or made if
sent by certified or registered mail, return receipt requested, postage prepaid,
and addressed, until another address is designated in writing by the Company, as
follows:


                                      -54-

<PAGE>

                              Ecology Coatings, Inc.
                              35980 Woodward Ave., Suite 200
                              Bloomfield Hills, Michigan 48304
                              Attn: President

Notices to the Holder provided for in this Option shall be deemed given or made
by the Company if sent by certified or registered mail, return receipt
requested, postage prepaid, and addressed to the Holder at the Holder's last
known address as it shall appear on the books of the Company.

     21.3 Governing Law. The validity, interpretation and performance of this
Option shall be governed by the laws of the State of Michigan.

     21.4 Parties Bound and Benefited. Nothing in this Option expressed and
nothing that may be implied from any of the provisions hereof is intended, or
shall be construed, to confer upon, or give to, any person or corporation other
than the Company and the Holder any right, remedy or claim under promise or
agreement hereof, and all covenants, conditions, stipulations, promises and
agreements contained in this Option shall be for the sole and exclusive benefit
of the Company and its successors and of the Holder, and his successors, heirs
and assignees.

     21.5 Headings. The Article headings herein are for convenience only and are
not part of this Option and shall not affect the interpretation thereof.

     21.6 Disputes or Disagreements. As a condition of granting of the Option
herein granted, the Holder agrees, on Holder's behalf and on behalf of
Holder's personal representatives, that any disputes or disagreements which
may arise under or as a result of or pursuant to this Agreement, shall be
determined by the Board, in its sole discretion, and that any interpretation by
the Board under the terms of this Agreement shall be final, binding and
conclusive.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                      -55-

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Option Agreement on the
day and year first above written. This Agreement has been duly executed and
delivered by the Holder and the Company to be effective on date first above
written.

                                     ECOLOGY COATINGS, INC.


                                     By:
                                         ---------------------------------------
                                         Richard D. Stromback
                                         Chairman


                                     Holder:


                                     -------------------------------------------
                                     ADAM S. TRACY

                                     Address: 511 Jacob Way, Suite 203
                                              Rochester, Michigan 48307


                                      -56-

<PAGE>

                                  EXERCISE FORM

                             ECOLOGY COATINGS, INC.
                         35980 WOODWARD AVE., SUITE 200
                        BLOOMFIELD HILLS, MICHIGAN 48304
                                 ATTN: PRESIDENT

     The undersigned hereby irrevocably subscribes for the purchase of
_____________________ (__________) Shares pursuant to and in accordance with the
terms and conditions of this Option, and herewith makes payment, covering the
purchase of the Shares, which should be delivered to the undersigned at the
address stated below, and, if such number of Shares shall not be all of the
Shares purchasable hereunder, then a new Option of like tenor for the balance of
the remaining Shares purchasable under this Option be delivered to the
undersigned at the address stated below.

     The undersigned agrees that: (1) the undersigned will not offer, sell,
transfer or otherwise dispose of any such Shares, unless either (a) a
registration statement, or post-effective amendment thereto, covering such
Shares have been filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended (the "Act"), and such sale, transfer or
other disposition is accompanied by a prospectus meeting the requirements of
Section 10 of the Act forming a part of such registration statement, or
post-effective amendment thereto, which is in effect under the Act covering the
Shares to be so sold, transferred or otherwise disposed of, or (b) counsel to
the Company satisfactory to the undersigned has rendered an opinion in writing
and addressed to the Company that such proposed offer, sale, transfer or other
disposition of the Shares is exempt from the provisions of Section 5 of the Act
in view of the circumstances of such proposed offer, sale, transfer or other
disposition; (2) the Company may notify the transfer agent for its Common Stock
that the certificates for the Common Stock acquired by the undersigned are not
to be transferred unless the transfer agent receives advice from the Company
that one or both of the conditions referred to in (1)(a) and (1)(b) above have
been satisfied; and (3) the Company may affix the legend set forth in Section
3.1 of this Option to the certificates for Shares hereby subscribed for, if such
legend is applicable.


Dated:                                 Signed:
       -----------------------------           ---------------------------------

                                               Address:
                                                        ------------------------

                                                        ------------------------

                                                        ------------------------
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>17
<FILENAME>k16632exv10w13.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT OF SALLY J.W. RAMSEY
<TEXT>
<PAGE>

                                                                   Exhibit 10.13

                              EMPLOYMENT AGREEMENT

     THE AGREEMENT is made as of the 1st day of January, 2007 (the "Effective
Date") by and between ECOLOGY COATINGS, INC., a California corporation (the
"Company"), and SALLY J.W. RAMSEY (the "Executive").

                                   WITNESSETH

     WHEREAS, the Company is engaged in the business of the developing,
producing and selling nanotechnology coatings;

     WHEREAS, the Executive is experienced in chemistry and research
development;

     WHEREAS, the Company desires to employ the Executive as its Chief Chemist
and Director of Research and Development;

     WHEREAS, the parties desire to memorialize the employment of the Executive
in the Agreement.

     NOW THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein, the parties mutually covenant and agree as
follows:

1. EMPLOYMENT.

     The Company hereby agrees to employ the Executive as its Chief Chemist and
Director of Research and Development and the Executive hereby accepts such
employment upon the terms and conditions set forth in the Agreement.

2. DUTIES.

     2.1 During the term of the Agreement, the Executive shall diligently
perform all services consistent with her position as may be assigned to her by
or under the direction of the President of the Company and such other member of
senior management designated by the President. The Executive's duties shall
include: new technology and product discovery and research and development. In
the performance of her duties, the Executive shall report to the President or
such other member of senior management designated by the President.

     2.2 (b) The Executive shall devote her full working time and attention to
the business and affairs of the Company, render such services in a competent and
efficient manner, and use her reasonable and appropriate best efforts to
faithfully promote the interests of the Company.

<PAGE>

3. TERM OF EMPLOYMENT.

     3.1 Term. The term of employment shall begin upon execution of the
Agreement and extend for a period of five (5) years (the "Initial Term"). It
shall thereafter be automatically renewed for successive periods of one (1)
year, each upon the terms and conditions set forth in the Agreement, unless, at
least thirty (30) days prior to such renewal date, either party shall have
delivered to the other party written notice of termination of the Agreement.

     3.2 Termination Without Cause. The Company shall have the right to
terminate the Executive's employment under the Agreement by written notice to
the Executive at any time; provided, however, that, upon such termination
without Cause, as such term is defined below, the Company shall pay to Executive
the full value of the remaining unpaid compensation owed to the Executive for
the balance of the Initial Term, including medical and dental insurance coverage
that the Company provides to its other executives. If the Agreement is
terminated without Cause by the Company during the final year of the Initial
Term or during any subsequent one-year extension term, a full year's
compensation, including medical and dental insurance coverage, shall be due and
payable. The Company shall have no further liability under the Agreement, other
than for reimbursement for reasonable business expenses incurred prior to the
date of termination. The Company shall be deemed to have terminated the
Executive's employment pursuant to this Section 3.2 if such employment is
terminated: (i) by the Company without Cause; or (ii) by the Executive
voluntarily for "Good Reason." For purposes of the Agreement, "Good Reason"
means any breach by the Company of any of the terms or provisions of the
Agreement which is not cured within thirty (30) business days of written notice
by the Executive.

     3.3 Termination for Cause. The Company may terminate the Agreement and the
Executive's employment hereunder immediately upon written notice to the
Executive for "Cause" (as hereinafter defined). For purposes of the Agreement,
the term "Cause" shall mean (i) the repeated failure or refusal of the Executive
to perform the duties or render the services reasonably assigned to her from
time to time by the President of the Company and/or the Board of Directors
(except during reasonable vacation periods or sick leave); (ii) the charging or
indictment of the Executive in connection with a felony or willful misfeasance
or nonfeasance; (iii) the association, directly or indirectly, of the Executive,
for her profit or financial benefit, with any person, firm, partnership,
association, entity or corporation that competes, in any material way, with the
Company; (iv) the disclosing or using of any material "Confidential Information"
or "Trade Secrets" (as those terms are defined in Section 10) of the Company at
any time by the Executive, except as required in connection with her duties to
the Company, (v) the breach by the Executive of her fiduciary duty or duty of
trust to the Company, including the commission by the Executive of an act of
fraud or embezzlement against the Company, (vi) any other material breach by the
Executive of any of the terms or provisions of the Agreement or any other
agreement between the Company and the Executive, which other material breach is
not cured within thirty (30) business days of notice by the Company; or (vii)
any other action by the Executive, which, in the good faith and reasonable
determination of all of the members of the Company's Board of Directors, has the
effect of materially injuring the reputation or business of the Company. In
which event, notwithstanding any other provision in the Agreement to the
contrary, the Executive shall have no further rights or entitlements under the
Agreement, the Company shall have no further obligations to the Executive, and
the Agreement shall be null and


                                       2

<PAGE>

void, provided, however, that the Executive shall be entitled to be receive all
unpaid, earned salary, wages and benefits, including accrued vacation pay and
reimbursement for reasonable business expenses incurred prior to the date of
termination, to the date of termination. It shall be the Company's burden to
show that good "Cause" existed for termination under the Section by clear and
convincing evidence, and any failure by the Company to carry the burden shall
convert the termination into a termination without "Cause."

4. COMPENSATION.

     4.1 Base Salary. The Company shall pay the Executive an annual salary for
her services under the Agreement as follows: (i) $180,000 for the first year;
(ii) $200,000 for each of the second, third and fourth years; and (iii) $220,000
for the fifth year (the "Base Salary"), exclusive of bonuses, cost of living and
merit increases. Such salary shall be payable bi-monthly, subject to applicable
withholding and other taxes.

     4.2 Bonus and Other Compensation. Executive shall be entitled to
participate on the same terms as other directors and officers in any applicable
bonus, stock option, restricted stock, pension or profit sharing plan, or any
other type of plan adopted by the Company for the benefit of its officers,
directors and employees.

5. GRANT OF STOCK OPTIONS. The Company shall issue the Executive options to
purchase four hundred fifty thousand (450,000) shares of the Company's common
stock at a price of $2.00 per share. Provided Executive remains employed by the
Company: 150,000 shares on the third anniversary of the Effective Date, the
options shall vest as follows: 150,000 shares on the fourth anniversary of the
Effective Date; and 150,000 shares on the fifth anniversary of the Effective
Date. The options will vest immediately if the Executive is terminated under
Paragraph 3.2, "Termination Without Cause." The options issued under this
Section 5 have a ten-year term from the date of their issue, and will be
incentive stock options to the extent allowable under the Internal Revenue Code
and non-qualified options as to the balance.

6. PLACE OF EMPLOYMENT.

     The Executive's regular place of work shall be 1238 Brittain Road, Akron,
Ohio, or such other place in the Akron metropolitan area that it may designate
from time to time. However, if the Company desires to move its office out of
such area, the Company shall pay the Executive's reasonable moving expenses in
that regard.

7. EXECUTIVE BENEFITS.

     7.1 Holidays. The Executive shall be entitled to ten (10) paid holidays
annually. The Company will notify the Executive as much in advance as practical
with respect to the holiday schedule to be observed by the Company.

     7.2 Vacations. During the term of the Agreement, the Executive shall be
entitled to two (2) weeks of paid vacation annually. Upon completion of the
first year of the Initial Term of the Agreement, the Executive shall be allowed
three (3) weeks of paid vacation annually. Upon completion of the second year of
the Initial Term of the Agreement, the Executive shall be allowed four (4) weeks
of paid vacation annually. The Executive agrees not to utilize vacation


                                       3

<PAGE>

and/or compensatory time at a time when to do so could adversely affect the
Company's business.

     7.3 Personal Insurance Benefits. The Executive shall be entitled to
participate in all medical, dental and hospitalization, group life insurance,
and any and all other such plans as are presently and hereafter provided by the
Company to its executives.

8. EXPENSES.

     During the term of the Executive's employment hereunder, the Company, upon
the submission of proper substantiation by the Executive, shall reimburse the
Executive for all reasonable expenses actually and necessarily paid or incurred
by the Executive in the course of and pursuant to the business of the Company.
The payments will be made within ten (10) days after the Executive provides the
Company with an itemized statement of all charges.

9. CONFIDENTIALITY.

     9.1 The Executive shall not divulge, communicate, use to the detriment of
the Company or for the benefit of any other person or persons, or misuse in any
way, any "Confidential Information" pertaining to the Company or its affiliates.
Any confidential information or data now known or hereafter acquired by the
Executive with respect to the Company or its affiliates shall be deemed a
valuable, special and unique asset of the Company that is received by the
Executive in confidence and as a fiduciary, and the Executive shall remain a
fiduciary to the Company with respect to all of such information. For purposes
of the Agreement, the following terms when used in the Agreement have the
meanings set forth below:

          9.1.1 "Confidential Information" means confidential data and
confidential information relating to business of the Company or its affiliates,
including the nano-engineered, ultraviolet curable coatings and technology owned
or developed by the Company, (which does not rise to the status of a Trade
Secret under applicable law) which is or has been disclosed to the Executive or
of which the Executive became aware as a consequence of or through her
employment with the Company and which the Executive knows or has reason to know
has value to the Company or its affiliates and is not generally known to the
competitors of the Company. Confidential Information shall not include any data
or information that (i) has been voluntarily disclosed to the general public by
the Company or its affiliates, (ii) has been independently developed and
disclosed to the general public by others, or (iii) otherwise enters the public
domain through lawful means.

          9.1.2 "Trade Secrets" means information of the Company or its
affiliates including, but not limited to, technical or non-technical data,
formulas, patterns, compilations, programs, financial data, financial plans,
product or service plans or lists of actual or potential customers or suppliers
which (i) derives economic value, actual or potential, from not being generally
known to, and not being readily ascertainable by proper means by, other persons
who can obtain economic value from its disclosure or use, and (ii) is the
subject of efforts that are reasonable under the circumstances to maintain its
secrecy.

     9.2 In addition, during the Initial Term and during the periods described
in the last sentence of this Section 9.2, the Executive (i) will receive and
hold all Confidential Information


                                       4

<PAGE>

and Trade Secrets (collectively, the "Company Information") in trust and in
strictest confidence, (ii) will take reasonable steps to protect the Company
Information from disclosure and will in no event knowingly or wrongfully take
any action causing, or fail to take any action reasonably necessary to prevent,
any Company Information to lose its character as Company Information, and (iii)
except as required by the Executive's duties in the course of her employment by
the Company, will not, directly or indirectly, use, disseminate or otherwise
disclose any Company Information to any third party without the prior written
consent of the Company, which may be withheld in the Company's absolute
discretion. The provisions of this Section 9 shall survive the termination of
the Executive's employment for a period of two (2) years with respect to
Confidential Information, and, with respect to Trade Secrets, for so long as any
such information qualifies as a Trade Secret under applicable law.

10. RESTRICTIVE COVENANTS.

     10.1 Non-competition. The Executive agrees that, at all times during the
term of the Agreement, any subsequent one-year extension term and for a period
of two (2) years after termination of her employment under the Agreement,
howsoever brought about, he will not, directly or indirectly, (whether as owner,
principal, agent, shareholder, employee, partner, lender, venturer with or
consultant to any person, firm, partnership, corporation, limited liability
company or other entity), whether or not compensation is received: (i) engage or
participate in the development, design and production of nano-engineered,
ultraviolet curable coatings which compete with the products of the Company; or
(ii) engage or participate in any activity for any business or entity which is
or plans to engage in the marketing and sale of any products or services which
are under active development or are marketed or sold by the Company, or other
business in which the Company is engaged, during the term of the Agreement
anywhere in the United States. In the event that the provisions of the Section
11 ever be deemed to exceed the time, geographic or occupational limitations
permitted by the applicable laws, then such provisions shall be reformed to the
maximum time, geographic or occupational limitations by the applicable laws.

     10.2 Non-solicitation of Clients. The Executive agrees that, during the
term of the Agreement, any subsequent one-year extension term, and for a period
of two (2) years after termination of her employment under the Agreement,
howsoever brought about, he will not directly or indirectly, for herself or for
any other person, firm, corporation partnership, association or other entity:
(i) induce any person who is an actual client or a known targeted prospective
client of the Company to patronize any competing firm; (ii) canvass, solicit or
accept any business relationship from any person who is an actual client or a
known targeted prospective client of the Company; (iii) directly or indirectly
request or advise any person who is an actual client or a known targeted
prospective client of the Company to withdraw, curtail or cancel such business
with the Company; or (iv) directly or indirectly disclose to any other person,
firm or corporation the names or addresses of any of the actual clients or known
targeted prospective clients of the Company.

     10.3 Non-solicitation of Employees. The Executive agrees that, during the
term of the Agreement, any subsequent one-year extension term, and for a period
of two (2) years after termination of her employment under the Agreement,
howsoever brought about, he will not, directly or indirectly, for herself or for
any other person, firm, corporation, partnership,


                                       5

<PAGE>

association or other entity, attempt to employ or enter into any contractual
arrangement with any person known by the Executive to be an employee or former
employee of the Company, unless such employee or former employee has not been
employed by the Company for a period in excess of six months.

     10.4 Books and Records. All books, records, reports, writings, notes,
notebooks, computer programs, sketches, drawings, blueprints, prototypes,
formulas, photographs, negatives, models, equipment, chemicals, reproductions,
proposals, flow sheets, supply contracts, customer lists and other documents
and/or things relating in any manner to the business of the Company (including
but not limited to any of the same embodying or relating to any Confidential
Information or Trade Secrets), whether prepared by the Executive or otherwise
coming into the Executive's possession, shall be the exclusive property of the
Company and shall not be copied, duplicated, replicated, transformed, modified
or removed from the premises of the Company except pursuant to the business of
the Company and shall be returned immediately to the Company on termination of
the Executive's employment hereunder or on the Company's request at any time.

     10.5 No Conflict. The Executive represents to the Company that her
execution and performance of the Agreement does not violate the provisions of
any employment, non-competition, confidentiality or other material agreement to
which he is a party or by which he is bound. The Executive also agrees to
indemnify and hold harmless the Company from any and all damages and other
obligations or liabilities incurred by the Company in connection with any breach
of the foregoing representation.

11. REMEDIES FOR BREACH OF AGREEMENT.

     In the event of the breach or threatened breach of any provision of the
Agreement by either party, the other party shall be entitled to injunctive
relief, both preliminary and final, enjoining and restraining such breach or
threatened breach. Such remedies shall be in addition to all other remedies
available at law or in equity, including the Company's right to recover from the
Executive any and all damages that may be sustained as a result of Executive's
breach of the Agreement.

12. INTELLECTUAL PROPERTY.

     12.1 Inventions. Executive hereby assigns and agrees to assign to Company,
its subsidiaries, successors and assigns, all intellectual property rights, in
all countries of the world, in and to any invention, patent, trademark,
copyright, trade secret, confidential information and technology developed,
authored, conceived, or reduced to practice solely by the Executive or jointed
with others during the term of the Agreement, which is related to Company's
present or prospective business interests. The Executive will, without charge to
Company, but at its expense, sign all papers, take all rightful oaths, and do
all acts which may be necessary, desirable, or convenient for securing and
maintaining intellectual property rights in any and all countries and for
vesting title thereto with Company, her successors, assigns, and legal
representatives or nominees.


                                       6

<PAGE>

     12.2 Prior Inventions. Executive shall disclose to Company in writing any
of her inventions, discoveries and technology that occurred prior to the
execution of the Agreement but during her employment with the Company, which
inventions, discoveries and technology Executive also hereby assigns to the
Company. The disclosure shall contain sufficient detail to permit Company to
evaluate and quantify the scope of Executive's work prior to the date of this
Agreement.

13. MISCELLANEOUS.

     13.1 Severability. If any of the provisions of the Agreement shall be
invalid or unenforceable, such invalidity shall not invalidate or render
unenforceable the entire Agreement, but rather the entire Agreement shall be
construed as if not containing the particular invalid or unenforceable
provisions, and the rights and obligations the Company and the Executive shall
be construed and enforced accordingly.

     13.2 Notices. All communications and notices required by or relating to the
Agreement shall be deemed to have been duly given upon receipt in writing by the
addressee addressed as indicated below:

          Ecology Coatings, Inc.        Sally J. W. Ramsey
          Attn: Chairman                Ecology Coatings, Inc.
          35980 Woodward Avenue         1238 Brittain Road
          Suite 200                     Akron, OH 44310
          Bloomfield Hills, MI 48304

     The address to which notices or communications may be given by either party
may be changed by written notice given by such party to the other pursuant to
the Article. The mailing or transmittance of any notice shall be deemed complete
upon the mailing or transmission of the notice to the address stated above or
any subsequent amended address.

     13.3 Law. The Agreement shall be governed by and construed in accordance
with the laws of the State of Ohio in all respects, including matters of
construction, validity, and performance. The parties irrevocably agree that, all
actions of proceedings in any way, manner or respect arising out of or from or
related to the Agreement shall be litigated only in courts having situs in the
State of Ohio and hereby consent and submit to the jurisdiction of any local,
State, or Federal court located in the State of Ohio.

     13.4 Non-Waiver. No course of dealing or failure of either party to
strictly enforce any term, right or condition of the Agreement shall be
construed as a waiver of such terms, right or condition.

     13.5 Entire Agreement. The Agreement constitutes the entire Agreement
between the parties and may not be modified or amended other than by a written
instrument executed by both parties. All agreements, oral or written, entered
into by or on behalf of the parties prior to the Agreement are revoked and
superseded hereby. No representations, warranties, inducements or oral
agreements have been made by any of the parties except as expressly set forth
herein.


                                       7

<PAGE>

     13.6 Assignment. Any assignment of the Agreement by either party must be
approved in writing by the other party and the assignee must agree in writing to
be bound by the terms of the Agreement.

     IN WITNESS WHEREOF, the foregoing Agreement has been executed by the
parties hereto to be effective as of the day and year first above written.

ECOLOGY COATINGS, INC.                  EXECUTIVE


/s/ Richard D. Stromback                /s/ Sally J. W. Ramsey
- -------------------------------------   ----------------------------------------
Richard D. Stromback                    Sally J. W. Ramsey
Its: Chairman


                                       8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>18
<FILENAME>k16632exv10w14.txt
<DESCRIPTION>LICENSE AGREEMENT WITH E.I. DU PONT DE NEMOURS AND COMPANY
<TEXT>
<PAGE>

                                                                   Exhibit 10.14

                                LICENSE AGREEMENT

THIS AGREEMENT is made the 8th day of November, 2004, between:

ECOLOGY COATINGS, INC., a corporation organized and existing under the laws of
the State of California, USA, with its principal place of business at 1238
Brittain Road, Akron, Ohio 44310, USA (hereinafter referred to as "Ecology"),

and

E. I. DU PONT DE NEMOURS AND COMPANY, a corporation organized and existing under
the laws of the State of Delaware, USA, with its principal place of business at
1007 Market Street, Wilmington, Delaware 19898, USA (hereinafter referred to as
"DuPont").

WHEREAS:

A.   Ecology has developed certain 100% solids UV curable pigmented and clear
     paint coating compositions for the automotive metal treatment market and as
     a result possesses certain technical information and patent rights relating
     to the manufacture and use of such coatings.

B.   DuPont wishes to acquire a non-exclusive license to use such patents and
     technical information and Ecology is willing to grant such a license on the
     terms and conditions hereinafter appearing.

NOW, THEREFORE, in consideration of the mutual understandings and obligations
herein set forth, the Parties agree as follows:

1.   DEFINITIONS

     As used in this Agreement:

     "Effective Date" means the date on which this Agreement has been signed by
     both Parties hereto.

     "Party" means DuPont or Ecology depending on the context, and "Parties"
     means DuPont and Ecology.

     "Agreement Products" means only the exact formulations listed in Appendix A
     attached hereto, which may be amended from time to time by mutual agreement
     of the Parties, and any Improvements thereof which are (a) conceived,
     developed or made using any of the Ecology Technical Information (including
     any information derived from the Ecology Technical Information), or (b)
     covered by one or more claims of an Ecology Patent, subject, however, to
     the understanding that, for purposes of computing royalties, Agreement
     Products do not include any formulations or any improvements thereof, that
     are not covered by one or more claims of an Ecology Patent and either (i)
     were already known to DuPont or a DuPont Affiliate at the Effective Date of
     this Agreement from a

<PAGE>

     source other than Ecology, as shown by DuPont's or the Affiliate's prior
     written records, or (ii) are developed by or for DuPont or a DuPont
     Affiliate without use of or reference to and independently of any
     information obtained from Ecology, by persons who have not had access to
     any information obtained from Ecology.

     "Agreement Field" means the Automotive Metal Treatment Market.

     "Automotive Metal Treatment Market" means the application of paint, resin
     and other coating materials over metal substrates used as components in the
     manufacture of automotive vehicles, including but not limited to
     automobiles and trucks.

     "Ecology Technical Information" means all know-how, trade secrets, and
     other information at Ecology's free disposal at the Effective Date and up
     to the fifth (5th) anniversary of the Effective Date relating to the use
     and manufacture of the Agreement Products set forth on Appendix A and
     Ecology's Improvements thereof, including detailed formulations and
     manufacturing specifications and testing instruments, as well as
     instructions for the application and final testing and approval of such
     Agreement Products and information relevant to any customer approvals for
     such Agreement Products.

     "Ecology Patents" means any patents, including Improvement Patents, in The
     Territory, granted to or applied for by Ecology with respect to Agreement
     Products or the manufacture or use thereof. Current Ecology Patents as of
     the Effective Date are listed in Appendix B, which shall be kept updated
     during the term of this Agreement.

     "The Territory" means North America, i.e., the U.S.A., Canada and Mexico.

     "Affiliate" means any company or other enterprise under the direct or
     indirect control of a Party hereto through direct or indirect ownership of
     (i) at least 40% of its shares provided that the Party also has the right
     to direct or control the technology and products of the company or other
     enterprise, or (ii) at least 50% of its shares, for so long as such
     ownership and (in the case of (i) above) control exists.

     "Net Selling Price" for purposes of computing royalties, means two hundred
     percent (200%) of DuPont's raw material costs for the Agreement Product.

     "Improvement Patents" means any patents in The Territory granted to or
     applied for by Ecology with respect to Ecology's Improvements or the use
     and manufacture of Ecology's Improvements.

     "Improvements" shall mean any of the following modifications made to the
     Agreement Products set forth on Appendix A: (a) use of isomeric forms of
     the monomers included in the Agreement Products set forth on Exhibit A, (b)
     use of chemical modifications to the monomers included in the Agreement
     Products set forth on Exhibit A that would be obvious to a person
     reasonably skilled in the art in order to improve properties such as, by
     way of example only, flow, leveling, anti-blocking, and defect prevention,
     (c) use of additives and fillers that would be obvious to a person
     reasonably skilled in the art in order to improve properties such as, by
     way of example only, flow, leveling, anti-blocking, and defect prevention,
     (d) use of acrylate as a substitute for methacrylate or


                                      -2-

<PAGE>

     vice versa, and/or (e) direct substitution of one oligomer for another, or
     one monomer for another, or a different form of photoinitiator, while
     leaving the rest of the formula intact; and any modifications to the method
     of manufacture or use of any of the foregoing that would be obvious to a
     person reasonably skilled in the art.

2.   LICENSE GRANT

2.1  Ecology hereby grants to DuPont a non-exclusive royalty-bearing right and
     license, with the right to sublicense DuPont Affiliates, to use the Ecology
     Technical Information and Ecology Patents to make, have made, use, offer
     for sale, and sell Agreement Products in The Territory for use solely
     within the Agreement Field.

2.2  Ecology also grants DuPont or any sublicensed Affiliate the right to grant
     its customers, under the Ecology Patents, immunity from suit to use such
     Agreement Products solely within the Agreement Field.

3.   HANDOVER OF ECOLOGY TECHNICAL INFORMATION

3.1  As soon as practical after the Effective Date of this Agreement (the
     Parties envision thirty (30) days for delivery), Ecology or its designee
     shall transmit to DuPont written copies, in the English language, of all
     Ecology Technical Information in the possession of Ecology that is
     necessary for the manufacture, use and sale of the Agreement Products, and
     shall transmit to DuPont, from time to time, any additional Ecology
     Technical Information that is necessary for the manufacture, use and sale
     of Agreement Products and Ecology's Improvements thereof, which Ecology has
     developed or which Ecology has acquired with a right to further disclose,
     up to the fifth (5th) anniversary of the Effective Date of this Agreement.
     DuPont is entitled to use any such Ecology Technical Information that may
     be provided, according to the terms of the license granted in Article 2
     above, without payment of an additional fee other than the royalties set
     forth in Article 5 below.

3.2  Ecology Technical Information for Agreement Products shall at least include
     all documents or information listed in Appendix C of this Agreement.

3.3  Each disclosure of Ecology Technical Information shall be documented by a
     record of issue which is to be signed by both Ecology and DuPont.

4.   TECHNICAL ASSISTANCE

4.1  Up to the fifth (5th) anniversary of the Effective Date of this Agreement,
     Ecology shall receive into its facilities, members of DuPont's technical
     staff for the purpose of consultation on matters relating to the
     interpretation of the Ecology Technical Information. The timing and
     duration of such visits and the numbers of personnel to be received shall
     be reasonable and shall be mutually agreed. DuPont will be responsible for
     all out-of-pocket expenses of DuPont arising from such visits including
     travel and subsistence expense. DuPont will not be responsible for expenses
     of Ecology in connection with such visits.


                                      -3-

<PAGE>

4.2  Ecology will, if so requested by DuPont and provided the exigencies of its
     own business permit and that staff is available, send suitably qualified
     members of its technical staff to advise DuPont on the production of
     Agreement Products at DuPont's factory or laboratories in The Territory.
     The number of Ecology personnel making such visits and the timing and
     duration of their visits shall be reasonable and shall be mutually agreed
     but shall not in any event exceed ten (10) man/days in any year up to the
     fifth (5th) anniversary of the Effective Date of this Agreement. DuPont
     shall be responsible for all out-of-pocket expenses in connection with such
     visits including reasonable travel and living expenses. In the event that
     DuPont requests additional assistance in the form of visits of Ecology
     personnel over and above ten (10) man/days then Ecology will consider such
     request and if such assistance is provided DuPont shall pay to Ecology in
     addition to all expenses in connection with such visits including travel
     and living expenses, a fee equivalent to Ecology's "charge-out" rate to
     third parties at the time for such personnel, the current rate being One
     Thousand Dollars ($1,000.00) per man/day. Such payment and payments for
     Ecology personnel's travel and living expenses which are to be reimbursed
     by DuPont according to the terms of this Article will be made within thirty
     (30) days after the date of Ecology's invoice therefor.

4.3  Any information conveyed during the provision of technical assistance by
     Ecology, whether verbally, in writing, by inspection of samples, equipment,
     or facilities, or otherwise, shall be considered to be Ecology Technical
     Information under this Agreement, provided that such information if it is
     presented in writing by Ecology is clearly marked as Ecology Technical
     Information and if it is disclosed verbally or visually is identified as
     confidential at the time of disclosure, and subsequently outlined in
     writing, confirmed as confidential, and provided to DuPont within thirty
     (30) days of the disclosure.

5.   ROYALTIES

5.1  In consideration of the rights and licenses granted to it hereunder, DuPont
     agrees to pay Ecology, for a period of fifteen (15) years after the
     commercial sale of an Agreement Product, a running royalty of (a) 5% of the
     Net Selling Price of all Agreement Products manufactured and used or sold
     by DuPont or a licensed DuPont Affiliate for any products which have
     received at the Effective Date automotive manufacture approvals, or (b) 3%
     of the Net Selling Price of all Agreement Products manufactured and used or
     sold by DuPont or a licensed DuPont Affiliate for any products which are
     based on identical formulations as the approved products above but which
     require new approvals, or (c) 2 1/2% of the Net Selling Price of all
     Agreement Products manufactured and used or sold by DuPont or a licensed
     DuPont Affiliate for any modified products which require new approvals.
     Royalties shall cease beyond the fifteen (15) year period specified above
     unless DuPont is operating under any issued Ecology Patent(s) in which case
     royalties continue for the life of the last-to-expire of such Ecology
     Patent(s).

5.2  The running royalties payable hereunder shall be calculated quarterly.
     DuPont shall report in writing to Ecology within thirty (30) days after the
     end of each calendar quarter the quantities of each Agreement Product
     subject to royalties hereunder that were used, sold or transferred by
     DuPont or any sublicensee during said quarter and the calculation


                                      -4-

<PAGE>

     of the royalties thereon. With each report DuPont shall pay to Ecology the
     total amount of the said royalties that are due. If no product subject to
     fee hereunder has been made, used, sold or transferred by DuPont or any
     sublicensee during any such period, DuPont shall so report in writing to
     Ecology within thirty (30) days after the end of such period. All payments
     shall be made in U.S. Dollars payable in cleared funds to such bankers as
     Ecology directs. If any currency conversion shall be required in connection
     with the calculation of royalties hereunder, such conversion shall be made
     by using the average exchange rates in effect for purchase of U.S. Dollars
     published by The Wall Street Journal on the last business day of each
     calendar month in the calendar quarter for which such royalties are due. It
     is understood that the amounts to be paid hereunder shall be reduced by the
     amount of any foreign withholding, value-added or other tax. Ecology shall
     accept the resulting net payment as due performance under this Agreement.
     Any amounts not paid when due shall bear interest at the rate of one and
     one-half percent (1 1/2%) per month or, if less, the maximum amount
     permitted by applicable law.

5.3  DuPont shall keep, and shall require each sublicensee, if any, to keep,
     adequate records in sufficient detail to enable the fees payable to Ecology
     hereunder to be determined. Said records shall be maintained for a period
     of three (3) years following submission of the report to which such records
     pertain. Upon thirty (30) days' prior written notice by Ecology, DuPont
     shall permit said records to be inspected, and employees of DuPont
     associated with performance under this Agreement to be interviewed, at
     Ecology's expense, at any time during regular business hours by an
     independent auditor appointed by Ecology, and reasonably acceptable to
     DuPont. The auditor shall determine and report to Ecology only the amount
     of the payments due and details concerning any underreporting, as well as
     adherence to any other requirements under the Agreement. If such audit
     discloses any underreporting, DuPont shall immediately pay Ecology such
     underreported amount along with interest calculated pursuant to the terms
     set forth herein. If the audit determines an underpayment in excess of five
     percent (5%), DuPont shall also reimburse Ecology for the cost of the
     audit.

6.   OPTION TO NEGOTIATE FUTURE LICENSES

6.1  DuPont and Ecology agree that the licenses granted herein may be extended,
     based on each Party's respective business circumstances, to additional
     territories and additional non-exclusive or exclusive fields and such
     extensions would only become effective upon the written approval of both
     DuPont and Ecology.

7.   NON-COMPETE WITH DUPONT

7.1  For a period of three (3) years from the Effective Date of this Agreement,
     Ecology agrees not to itself sell directly or indirectly, Agreement
     Products for use in the Agreement Field in The Territory. DuPont
     understands and agrees that the foregoing does not prohibit Ecology
     granting any license to any third party for the Agreement Products in the
     Agreement Field in The Territory and otherwise.


                                      -5-

<PAGE>

8.   REASONABLE EFFORTS

8.1  DuPont agrees that it will use every reasonable effort with the principal
     automotive manufacturers and automotive parts suppliers to develop a market
     for the sale of Agreement Products commercially to such manufacturers
     within two (2) years from the Effective Date. Ecology agrees that to this
     end it will make every reasonable assistance available to DuPont subject to
     the terms of Article 4. It should be understood, however, that neither
     Party warrants or guarantees that it will be successful in developing such
     a market for the Agreement Products and neither Party has any obligation to
     use or further develop the licensed property. DuPont promptly shall respond
     to any inquires from Ecology regarding its progress. Ecology may terminate
     this Agreement effective upon written notice to DuPont if DuPont has not
     commercially sold an Agreement Product within two (2) years after the
     Effective Date.

9.   INTELLECTUAL PROPERTY RIGHTS AND GRANT BACK

9.1  Ecology shall have the right to file, prosecute, and maintain all of the
     Ecology Patents licensed hereunder and shall have the right to determine
     whether or not, and where, to file a patent application, to abandon the
     prosecution of any patent or patent application, or to discontinue the
     maintenance of any patent or patent application.

9.2  All Improvements conceived, developed or made using any of the Ecology
     Technical Information by DuPont or an Affiliate shall belong to DuPont and
     the filing, prosecution and maintenance of any patent applications or
     patents relating to such Improvements ("DuPont's Improvement Patents")
     shall be solely within the discretion of DuPont. Nevertheless, DuPont
     agrees that it will grant a license, and hereby grants to Ecology a
     non-exclusive royalty-free right and license, under DuPont's Improvement
     Patents that cover Improvements that DuPont or an Affiliate has conceived,
     developed or made using any of the Ecology Technical Information up to the
     fifth (5th) anniversary of the Effective Date of this Agreement, to make,
     have made, use, offer for sale, and sell Improvements, with a right to
     grant sublicenses to any Ecology Affiliate or any of its other licensees
     provided that such other licensees have granted to Ecology the right to
     sublicense their patents covering Improvements to DuPont within the
     Agreement Field and Territory.

10.  SECRECY

10.1 As used in this Article, "Confidential Information" means (a) in the case
     of Ecology, the Ecology Technical Information or (b) in the case of both
     Parties, any information of the other Party disclosed pursuant to this
     Agreement, provided that such information if it is presented in writing by
     one Party to another Party hereunder is clearly marked as confidential and
     if it is disclosed verbally or visually is identified as confidential at
     the time of disclosure, and subsequently outlined in writing, confirmed as
     confidential, and provided to the receiving party within thirty (30) days
     of the disclosure.

10.2 Both Parties (a) shall keep secret and confidential all Confidential
     Information of the other Party, (b) shall disclose such Confidential
     Information only to those of its


                                      -6-

<PAGE>

     employees or employees of its sublicensees, if any, or their agents to whom
     it is necessary to so disclose for the purpose contemplated by this
     Agreement, and (c) shall use Confidential Information of the other Party
     only as permitted pursuant to the terms of this Agreement. Any disclosure
     shall be limited to such employees and employees of its sublicensees, if
     any, or their agents who have previously agreed in writing to be bound by
     terms no less strict than the terms of this Agreement.

10.3 The foregoing provisions of this Article shall not apply to information
     that (a) is or becomes known to the public through no fault of the
     receiving Party; (b) is learned by the receiving Party from a third party
     entitled to disclose it; (c) was already known to the receiving Party at
     the time of disclosure by the disclosing Party, as shown by the receiving
     Party's prior written records; (d) is developed by or for the receiving
     Party independently of information obtained from the disclosing Party; or
     (e) the receiving Party is required to disclose Confidential Information
     received hereunder pursuant to a governmental or judicial process; provided
     that the receiving Party uses all reasonable commercial efforts to notify
     the disclosing Party in advance of, and to seek a protective order for,
     such Confidential Information. Confidential Information disclosed hereunder
     shall not be deemed to be within the foregoing exceptions merely because
     such information is embraced by more general knowledge in the public domain
     or in the receiving Party's possession. In addition, no combination of
     features shall be deemed to be within the foregoing exceptions merely
     because individual features are in the public domain or in the receiving
     Party's possession, unless the combination itself and its principle of
     operations are in the public domain or in receiving Party's possession.

10.4 The provisions of this Article shall remain in force for a period of
     fifteen (15) years from the date of receipt of the relevant information
     irrespective of any earlier termination of this Agreement. Notwithstanding
     the expiration of such fifteen (15) year term, in the event that at such
     time, any of the formulations or other Technical Information for the
     Agreement Products is still maintained by Ecology Coatings as a trade
     secret, and the value of such trade secret would be compromised by failure
     to maintain its confidentiality then Ecology Coatings may provide DuPont
     with written notice thereof, and in such event, DuPont may elect in writing
     to either (i) maintain the confidentiality of such Ecology Technical
     Information for an additional five (5) year period, or (ii) return to
     Ecology Coatings or destroy, and certify the return or destruction of, all
     such Technical Information and all copies thereof. In the event that DuPont
     elects option (i), then the foregoing procedure shall be repeated at the
     end of such five (5) year period.

10.5 Each Party agrees that the terms and conditions of this Agreement shall be
     treated as the other's Confidential Information; provided, however, that
     each Party may disclose the terms and conditions of this Agreement: (i) as
     required by any court or other governmental body; (ii) as otherwise
     required by law; (iii) to legal counsel of the Parties; (iv) in connection
     with the requirements of a public offering or securities filing; (v) in
     confidence, to accountants, banks, and financing sources and their
     advisors; (vi) in confidence, in connection with the enforcement of this
     Agreement or rights under this Agreement; or (vii) in confidence, in
     connection with a merger or acquisition or proposed merger or acquisition,
     or the like.


                                      -7-

<PAGE>

10.6 Within six (6) months after the Effective Date, and from time to time
     thereafter, the Parties shall issue a mutually acceptable press release to
     announce this Agreement and activities under this Agreement (e.g., DuPont's
     commercial release of Agreement Products), provided that Ecology will not
     issue any press release without first obtaining DuPont's prior written
     consent. In addition, each Party may make appropriate and truthful
     reference to the other Party on its website and in written marketing and
     promotional materials; provided that (i) any use of the other Party's
     trademarks shall comply with such other Party's written guidelines
     therefore, and (ii) Ecology Coatings shall have no right to include a link
     to DuPont's website unless Ecology Coatings first executes DuPont's
     standard form of linking agreement.

11.  TERM AND TERMINATION

11.1 Except as otherwise specified, this Agreement shall take effect as of the
     Effective Date.

11.2 This Agreement, unless earlier terminated as provided hereinafter or in
     Article 8, shall automatically terminate on the fifteenth (15th)
     anniversary of its Effective Date or once the last to expire of the Ecology
     Patents or Improvement Patents licensed hereunder expires, whichever is the
     longer. Upon termination pursuant to Article 11.2, all rights and licenses
     granted hereunder shall be fully paid-up and irrevocable.

11.3 DuPont may terminate this Agreement at any time upon sixty (60) days'
     advance written notice to Ecology.

11.4 In the event of material breach of this Agreement, the Party not in breach
     may provide notice thereof to the Party in breach. The Party in breach
     shall have a sixty (60) day period, after receiving said notice, to correct
     the breach. If not corrected during said sixty (60) day period, the Party
     not in breach may terminate the Agreement by sending written termination
     notice to the Party in breach. Termination shall be effective upon receipt
     of said notice and is cumulative to other rights that the terminating Party
     may have arising from the breach.

11.5 DuPont may terminate this Agreement with immediate effect upon written
     notice to Ecology (i) upon the institution by or against Ecology of
     insolvency, receivership or bankruptcy proceedings or any other proceedings
     for the settlement of Ecology's debts which, if involuntary, is not
     dismissed within sixty (60) days, (ii) upon Ecology's making an assignment
     for the benefit of creditors, (iii) upon Ecology's dissolution.

11.6 Following termination of the Agreement pursuant to Article 11.3 or 11.4 or
     11.5, DuPont and any authorized party receiving Confidential Information
     transmitted by DuPont shall thereafter cease to use the Confidential
     Information disclosed by Ecology to DuPont and information derived
     therefrom including modifications and improvements as described above. All
     such Confidential Information and derivative information shall be returned
     to the Ecology, or be destroyed if the Ecology so authorizes, within thirty
     (30) days following termination. The foregoing provision of this Article
     shall apply to Ecology mutatus mutandis with respect to any Confidential
     Information disclosed by DuPont.


                                      -8-

<PAGE>

11.7 Upon termination of the Agreement pursuant to Article 11.3 or 11.4 or 11.5,
     all licenses granted to DuPont and any sublicense granted by DuPont shall
     automatically terminate and DuPont shall so notify all sublicensees,
     providing a copy of such notice to Ecology. The foregoing provision of this
     Article shall apply to Ecology mutatus mutandis with respect to any
     sublicenses granted by Ecology except that sublicenses to non-Affiliates
     under Section 9.2 shall survive provided that the sublicense from such
     non-Affiliates to DuPont survives.

11.8 Termination of this Agreement shall not relieve DuPont of their obligation
     to pay running royalties which accrued prior to termination neither shall
     it relieve either Party of its obligations of secrecy under Article 10. In
     addition, the provisions of Articles 5.3, 9.2, 13.3 - 13.7 and 14 shall
     survive any termination.

12.  ASSIGNABILITY

12.1 This Agreement is personal to the Parties and is not assignable or
     otherwise transferable in whole or in part, by either Party without the
     express prior written consent of the other Party, except that each party
     may assign this Agreement without such consent to an entity that succeeds
     to all or substantially all of its business or assets, including by any
     merger or consolidation of the assigning Party or substantial change in
     ownership or control of the assigning Party's business.

13.  GENERAL

13.1 Ecology warrants that as of the date of signing it has not granted any
     license under the Ecology Technical Information to any other manufacturer
     of automotive coatings for the Automotive Metal Treatment Market in The
     Territory. Should Ecology ever wish to grant such a license for financial
     consideration more favorable than that provided to DuPont hereunder, under
     substantially similar terms and conditions, then Ecology shall promptly
     notify DuPont and DuPont may at its option, substitute such a more
     favorable financial consideration and other terms and conditions in their
     entirety for the financial consideration and other terms and conditions of
     this Agreement, effective as of the date of the grant to said third party.

13.2 Ecology warrants that so far as it is aware the exercise of the rights
     granted hereunder will not infringe the rights of any third party.

13.3 EXCEPT AS PROVIDED IN ARTICLE 13.1 AND 13.2, ECOLOGY MAKES NO
     REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE AGREEMENT PRODUCTS, THE
     ECOLOGY TECHNICAL INFORMATION, OR THE VALIDITY OF ANY ECOLOGY PATENTS, AND
     ECOLOGY HEREBY DISCLAIMS ANY FURTHER WARRANTY, INCLUDING ANY WARRANTY OF
     MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR
     OTHER STATUTORY, IMPLIED, OR EXPRESS WARRANTY. DuPont shall indemnify and
     hold Ecology and its directors, officers and employees harmless from and
     against any and all liabilities, losses, costs and expenses arising out of
     or in connection with the manufacture, use, promotion, distribution or sale


                                      -9-

<PAGE>

     of Agreement Products by DuPont or its sublicensed Affiliates; provided,
     however, that the foregoing obligations shall not apply to any liability or
     expense caused by negligent activities, reckless misconduct or intentional
     misconduct of Ecology.

13.4 Nothing herein contained shall be deemed to create a joint venture, agency
     or partnership relationship between the Parties hereto. Neither Party shall
     have any power to enter into any contracts or commitments in the name of,
     or on behalf of, the other Party, or to bind the other Party in any
     respect.

13.5 No grant of license, right or immunity is hereby granted save as expressly
     set forth herein.

13.6 This Agreement contains the entire agreement between the Parties with
     respect to its subject matter and supersedes all prior discussions and
     negotiations. The Agreement may only be modified by written agreement
     signed by each of the Parties' authorized representatives.

13.7 No failure or delay of any Party in exercising its rights under this
     Agreement shall be deemed to be a waiver of that right, and no waiver by
     any Party of a breach of any provision of this Agreement shall be deemed to
     be a waiver of any subsequent breach of the same or any other provision.

13.8 If any provision of this Agreement is held by any court or other competent
     authority to be invalid or unenforceable in whole or in part, the other
     provisions of this Agreement and the remainder of the affected provision
     shall continue to be valid.

14.  GOVERNING LAW

14.1 This Agreement is acknowledged to have been made and shall be construed in
     accordance with the laws of the State of Delaware, United States of
     America.


                                      -10-

<PAGE>

15.  NOTICES

15.1 Any notice or other information concerning this Agreement shall be given by
     facsimile or prepaid registered post to all relevant Parties at the
     addresses shown above. The date of giving of such notice shall be the date
     such facsimile or posting was sent.

Signed by


/s/ LARRY C. CRAWLEY
- ------------------------------------------------
LARRY C. CRAWLEY              (NAME IN CAPITALS)
GLOBAL DIRECTOR TECHNOLOGY
DUPONT PERFORMANCE COATINGS   (POSITION)
November 8, 2004              (DATE)

for and on behalf of E. I. Du Pont de Nemours and Company

Signed by


/s/
- ------------------------------------------------
                              (NAME IN CAPITALS)
CEO/President                 (POSITION)
November 8, 2004              (DATE)

for and on behalf of Ecology Coatings Inc.


                                      -11-

<PAGE>

                                   APPENDIX A
                        TO THE LICENSE AGREEMENT BETWEEN
                      E. I. DU PONT DE NEMOURS AND COMPANY
                           AND ECOLOGY COATINGS, INC.

Agreement Products:

     KS-5 - A urethane based coating that adheres to metals and many plastics.
     KS-5 is available in clear and pigmented versions. This coating shows
     excellent adhesion and features superior resistance to gasoline, boiling
     water, acid, and chipping, and particularly belt abrasion. It has a pencil
     hardness of at least 4H ASTM 3363 and passes hatch ASTM 3359 at 100%. In
     addition, this coating is highly flexible, allowing coated articles to be
     bent or crimped. This coating was initially developed for hardware and
     first applied to ordnance. Other applications include hardware and under
     hood automotive use.

     KS-5E - An epoxy based coating with excellent gloss, hardness, adhesion and
     chemical resistance. This coating is available in clear and pigmented
     versions. It features superior abrasion, gravel, and perspiration
     resistance, as well as the chemical resistance normally associated with
     epoxies. It is particularly adept .at adhesion to difficult substrates such
     as brass and chrome. This coating was initially developed for use on metal
     pipe. It also provides a hard coat of superior appearance and durability
     for items as diverse as oil filters and chrome locking lugs.

     KS-5N (N-1) - A urethane based coating incorporating nanoparticles provides
     extreme abrasion resistance. It has superior adhesion to metals and many
     plastics. It can withstand in excess of sixty liters of falling sand ASTM
     D968-81 and has 100% adhesion by ASTM 3359 after 24 hour water immersion.
     The coating is available in glossy or flat forms, in clear and pigmented
     versions. Due to its excellent performance in extreme environments, the
     under hood applications are limitless.

<PAGE>

                                   APPENDIX B
                        TO THE LICENSE AGREEMENT BETWEEN
                      E. I. DU PONT DE NEMOURS AND COMPANY
                           AND ECOLOGY COATINGS, INC.

ECOLOGY PATENTS

PATENT APPLICATIONS

APPLICATION # 10/771867 Application date 02/04/04
Summation
A process for applying an opaque, corrosion resistant, 100% solids, UV curable
finish to parts for under hood use in motor vehicles

APPLICATION # 10/799821 Application date 3/13/04
Summation
A composition of matter comprising UV curable materials incorporating
nanotechnology for the coating of fiberglass

APPLICATION # 10/872531 Application date 06/21/04
Summation
A composition of matter comprising UV curable material, photoinitiators,
fillers, and solid pigment dispersions

PROVISIONAL PATENT APPLICATIONS

APPLICATION # 60/549669 Application date 3/03/04
Summation
A process for coating propane tanks and similar articles with a 100% solids. UV
curable coating

APPLICATION # 60/551287 Application date 03/08/04
Summation
An opaque, corrosion resistant finishing, 100% solids composition for metal and
method of using same

APPLICATION # 60/556221 Application date 3/25/04
Summation
UV curable composition incorporating nanospheres, for the finishing of metals

APPLICATION # 60/557,074 Application date 3/26/2004
Summation
Radiation curable composition containing nanospheres, for the finishing of
metals and/or plastics

<PAGE>

APPLICATION # 60/562,884 Application date 4/16/2004
Summation
Radiation curable composition containing nanospheres, for the finishing of wood
Application

APPLICATION # 60/562875 Application date 4/16/04
Summation
Radiation curable composition containing nanospheres for the coating of glass
containers

PATENT APPLICATION SUBMISSION UNDERWAY

CONTINUATION IN PART OF SERIAL # 60/549,669 Application filed 3/3/2004
Summation
A composition of matter comprising UV curable materials, photoinitiators, solid
pigment dispersions and filler mixture for the coating of propane tanks and
similar articles


                                      -2-

<PAGE>

                                   APPENDIX C
                        TO THE LICENSE AGREEMENT BETWEEN
                      E. I. DU PONT DE NEMOURS AND COMPANY
                           AND ECOLOGY COATINGS, INC.

Ecology Technical Information shall consist of the following for all Agreement
Products:

     1)   Formulations

     2)   Raw material List

     3)   Manufacturing instructions

     4)   Testing instructions

     5)   Material safety data sheets

     6)   Customer approvals

Additional information can be provided on:

     i)   Customer listing, details, and contact information

     ii)  Specific quality assurance

     iii) List of raw material suppliers

     iv)  List of machinery for production

     v)   List of testing equipment
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>19
<FILENAME>k16632exv10w15.txt
<DESCRIPTION>LICENSE AGREEMENT WITH RED SPOT PAINT & VARNISH CO.
<TEXT>
<PAGE>

                                                                   Exhibit 10.15

                                LICENSE AGREEMENT

THIS AGREEMENT is made the 6th day of May, 2005, between:

ECOLOGY COATINGS, INC., a corporation organized and existing under the laws of
the State of California, USA, with its principal place of business at 1238
Brittain Road, Akron, Ohio 44310, USA (hereinafter referred to as "Ecology"),

and

RED SPOT PAINT & VARNISH CO., INC., a corporation organized and existing under
the laws of the State of Indiana, USA, with its principal place of business at
1107 East Louisiana Street, Evansville, Indiana 47711, USA (hereinafter referred
to as "Red Spot").

WHEREAS:

A.   Ecology has developed certain 100% solids UV curable pigmented and clear
     paint coating compositions for the metal cylinder treatment market and as a
     result possesses certain technical information, know how, trade secrets and
     patent rights relating to the manufacture and use of such coatings.

B.   Red Spot wishes to acquire an exclusive license to use such patents and
     technical information and Ecology is willing to grant such a license on the
     terms and conditions hereinafter appearing.

NOW, THEREFORE, in consideration of the mutual understandings and obligations
herein set forth, the Parties agree as follows:

1.   DEFINITIONS

     As used in this Agreement:

     "Effective Date" means the date on which this Agreement has been signed by
     both Parties hereto.

     "Party" means Red Spot or Ecology depending on the context, and "Parties"
     means Red Spot and Ecology.

     "Agreement Product" means only the exact formulation listed in Appendix A
     attached hereto, which may be amended from time to time by mutual agreement
     of the Parties, and any Improvements thereof which are (a) conceived,
     developed or made using any of the Ecology Technical Information (including
     any information derived from the Ecology Technical Information), or (b)
     covered by one or more claims of an Ecology Patent, subject, however, to
     the understanding that, for purposes of computing royalties, Agreement
     Product does not include any formulations or any improvements thereof, that
     either (i) were already known to Red Spot at the Effective Date of this
     Agreement from a source other than Ecology, as shown by Red Spot's prior
     written records, or (ii) are

<PAGE>

     developed by or for Red Spot without use of or reference to and
     independently of any information obtained from Ecology, by persons who have
     not had access to any information obtained from Ecology. Ecology
     acknowledges that Red Spot possesses 100% solids UV curable technology that
     are commercially available and under development that neither this existing
     technology, nor any improvements to the existing technology, are subject to
     this License Agreement so long as such improvements are developed without
     use of or reference to and independently of any information obtained from
     Ecology.

     "Agreement Field" means the Metal Cylinder Treatment Market.

     "Metal Cylinder Treatment Market" means the application of paint, resin and
     other coating materials over 20lb metal cylinders.

     "Ecology Technical Information" means all know-how, trade secrets, and
     other information at Ecology's free disposal at the Effective Date and up
     to the fifth (5th) anniversary of the Effective Date relating to the use
     and manufacture of the Agreement Product set forth on Appendix A and
     Ecology's Improvements thereof, including detailed formulations and
     manufacturing specifications and information regarding testing instruments,
     as well as instructions for the application and final testing and approval
     of such Agreement Product and information relevant to any customer
     approvals for such Agreement Product.

     "Ecology Patents" means any patents, including Improvement Patents, in The
     Territory, granted to or applied for by Ecology with respect to Agreement
     Product or the manufacture or use thereof. Current Ecology Patents as of
     the Effective Date are listed in Appendix B. Ecology shall notify Red Spot
     in writing with respect to any Ecology Patents, including Improvement
     Patents, granted or applied for by Ecology after the Effective Date with
     respect to Agreement Product or the manufacture or use thereof, and any
     such Ecology Patents shall, at the option of Red Spot, become subject to
     this Agreement, and Appendix B shall be updated to reflect the inclusion of
     such Ecology Patents in this Agreement.

     "The Territory" means North America, i.e., the U.S.A., Canada and Mexico.

     "Net Selling Price" for purposes of computing royalties, means the actual
     gross selling price less any discounts, refunds, credits, or bad debt.

     "Improvement Patents" means any patents in The Territory granted to or
     applied for by Ecology with respect to Ecology's Improvements or the use
     and manufacture of Ecology's Improvements.

     "Improvements" shall mean any of the following modifications made to the
     Agreement Product set forth on Appendix A during the term: (a) use of
     isomeric forms of the monomers included in the Agreement Product set forth
     on Exhibit A, (b) use of chemical modifications to the monomers included in
     the Agreement Product set forth on Exhibit A that would be obvious to a
     person reasonably skilled in the art in order to improve properties such
     as, by way of example only, flow, leveling, anti-blocking, and defect


                                      -2-

<PAGE>

     prevention, (c) use of additives and fillers that would be obvious to a
     person reasonably skilled in the art in order to improve properties such
     as, by way of example only, flow, leveling, anti-blocking, and defect
     prevention, (d) use of acrylate as a substitute for methacrylate or vice
     versa, and/or (e) direct substitution of one oligomer for another, or one
     monomer for another, or a different form of photoinitiator, while leaving
     the rest of the formula intact; and any modifications to the method of
     manufacture or use of any of the foregoing that would be obvious to a
     person reasonably skilled in the art.

2.   LICENSE GRANT

2.1  Ecology hereby grants to Red Spot an exclusive royalty-bearing right and
     license to use the Ecology Technical Information and Ecology Patents to
     make, have made, use, offer for sale, and sell Agreement Product in The
     Territory for use solely within the Agreement Field. In the event that Red
     Spot does not commercially release the Agreement Product within three (3)
     years after the Effective Date, or if at any time during the term Red Spot
     takes the Agreement Product off the market, then the foregoing license
     grant shall convert to non-exclusive. Red Spot promptly shall respond to
     any requests from Ecology regarding such funding status.

3.   HANDOVER OF ECOLOGY TECHNICAL INFORMATION

3.1  As soon as practical after the Effective Date of this Agreement (the
     Parties envision fifteen (15) days for delivery), Ecology or its designee
     shall transmit to Red Spot written copies, in the English language, of all
     Ecology Technical Information in the possession of Ecology that is
     necessary for the manufacture, use and sale of the Agreement Product, and
     shall transmit to Red Spot, from time to time, any additional Ecology
     Technical Information that is necessary for the manufacture, use and sale
     of Agreement Product and Ecology's Improvements thereof, which Ecology has
     developed or which Ecology has acquired with a right to further disclose,
     throughout the term of this Agreement. Red Spot is entitled to use any such
     Ecology Technical Information that may be provided, according to the terms
     of the license granted in Article 2 above, without payment of an additional
     fee other than the royalties set forth in Article 5 below.

3.2  Ecology Technical Information for Agreement Product shall at least include
     all documents or information listed in Appendix C of this Agreement.

3.3  Each disclosure of Ecology Technical Information shall be documented by a
     record of issue which is to be signed by both Ecology and Red Spot.

4.   TECHNICAL ASSISTANCE

4.1  Up to the fifth (5th) anniversary of the Effective Date of this Agreement,
     Ecology shall receive into its facilities, members of Red Spot's technical
     staff for the purpose of consultation on matters relating to the
     interpretation of the Ecology Technical Information. The timing and
     duration of such visits and the numbers of personnel to be received shall
     be reasonable and shall be mutually agreed. Red Spot will be responsible
     for all out-of-pocket expenses of Red Spot arising from such visits
     including travel and


                                      -3-

<PAGE>

     subsistence expense. Red Spot will not be responsible for expenses of
     Ecology in connection with such visits.

4.2  Ecology will, if so requested by Red Spot and provided the exigencies of
     its own business permit and that staff is available, send suitably
     qualified members of its technical staff to advise Red Spot on the
     production of Agreement Product at Red Spot's factory or laboratories in
     The Territory. The number of Ecology personnel making such visits and the
     timing and duration of their visits shall be reasonable and shall be
     mutually agreed but shall not in any event exceed ten (10) man/days during
     the first year or five (5) man/days in any following year up to the fifth
     (5th) anniversary of the Effective Date of this Agreement. In the event
     that Red Spot requests additional assistance in the form of visits of
     Ecology personnel over and above five (5) man/days then Ecology will
     consider such request and if such assistance is provided Red Spot shall pay
     to Ecology a fee equivalent to Ecology's "charge-out" rate to third parties
     at the time for such personnel, the current rate being One Thousand Dollars
     ($1,000.00) per man/day. Such payment, which is to be reimbursed by Red
     Spot according to the terms of this Article, will be made within thirty
     (30) days after the date of Ecology's invoice therefor.

4.3  Any information conveyed during the provision of technical assistance by
     Ecology, whether verbally, in writing, by inspection of samples, equipment,
     or facilities, or otherwise, shall be considered to be Ecology Technical
     Information under this Agreement, provided that such information if it is
     presented in writing by Ecology is clearly marked as Ecology Technical
     Information and if it is disclosed verbally or visually is identified as
     Ecology Technical Information at the time of disclosure, and subsequently
     outlined in writing, confirmed as Ecology Technical Information, and
     provided to Red Spot within thirty (30) days of the disclosure.

5.   ROYALTIES

5.1  In consideration of the rights and licenses granted to it hereunder, Red
     Spot agrees to pay Ecology, an initial payment of $125,000 on the Effective
     Date and thereafter quarterly payments commencing in August 2005 that are
     based on 15% of the Net Selling Price of all Agreement Products
     manufactured and used or sold by Red Spot from the prior quarter until an
     additional $375,000 has been paid to Ecology, for total maximum payments
     under this Article 5.1 of $500,000.

5.2  Red Spot also agrees to pay for a period of fifteen (15) years after the
     first commercial sale of the Agreement Product, a running royalty of (a) 7%
     of the Net Selling Price of all Agreement Products manufactured and used or
     sold by Red Spot. Royalties shall cease beyond the fifteen (15) year period
     specified above unless Red Spot is operating under any issued Ecology
     Patent(s) in which case royalties continue for the life of the
     last-to-expire of such Ecology Patent(s).

5.3  The running royalties payable under Section 5.2 and the quarterly payments
     payable under Section 5.1 shall be calculated quarterly. Red Spot shall
     report in writing to Ecology within thirty (30) days after the end of each
     calendar quarter the quantities of each Agreement Product subject to
     royalties hereunder that were used, sold or transferred


                                      -4-

<PAGE>

     by Red Spot during said quarter and the calculation of the royalties
     thereon. With each report Red Spot shall pay to Ecology the total amount of
     the said royalties that are due. If no product subject to fee hereunder has
     been made, used, sold or transferred by Red Spot during any such period,
     Red Spot shall so report in writing to Ecology within thirty (30) days
     after the end of such period. For Agreement Product that is used by Red
     Spot for commercial purposes, the average Net Selling Price for third party
     sales during the applicable quarter shall be used to calculate royalties
     due. All payments shall be made in U.S. Dollars payable in cleared funds to
     such bankers as Ecology directs. If any currency conversion shall be
     required in connection with the calculation of royalties hereunder, such
     conversion shall be made by using the average exchange rates in effect for
     purchase of U.S. Dollars published by The Wall Street Journal on the last
     business day of each calendar month in the calendar quarter for which such
     royalties are due. It is understood that the amounts to be paid hereunder
     shall be reduced by the amount of any foreign withholding, value-added or
     other tax. Ecology shall accept the resulting net payment as due
     performance under this Agreement. Any amounts not paid when due shall bear
     interest at the rate of 8% per annum or, if less, the maximum amount
     permitted by applicable law.

5.4  Red Spot shall keep adequate records in sufficient detail to enable the
     fees payable to Ecology hereunder to be determined. Said records shall be
     maintained for a period of three (3) years following submission of the
     report to which such records pertain. Upon thirty (30) days' prior written
     notice by Ecology, Red Spot shall permit said records to be inspected, and
     employees of Red Spot associated with performance under this Agreement to
     be interviewed, at Ecology's expense, at any time during regular business
     hours by an independent auditor appointed by Ecology, and reasonably
     acceptable to Red Spot. The auditor shall determine and report to Ecology
     only the amount of the payments due and details concerning any
     underreporting, as well as adherence to any other requirements under the
     Agreement. If such audit discloses any underreporting, Red Spot shall
     immediately pay Ecology such underreported amount along with interest
     calculated pursuant to the terms set forth herein. If the audit determines
     an underpayment in excess of ten percent (10%), Red Spot shall also
     reimburse Ecology for the cost of the audit.

6.   OPTION TO NEGOTIATE FUTURE LICENSES

6.1  Red Spot and Ecology agree that the licenses granted herein may be
     extended, based on each Party's respective business circumstances, to
     additional territories and additional non-exclusive or exclusive fields and
     such extensions would only become effective upon the written agreement of
     both Red Spot and Ecology.

7.   NON-COMPETE WITH RED SPOT

7.1  Ecology agrees not to sell, directly or indirectly, the Agreement Product
     for use in the Agreement Field in The Territory for so long as Red Spot (i)
     releases the Agreement Product within the first three (3) years after the
     Effective Date, and (ii) does not take the Agreement Product off the
     market.


                                      -5-

<PAGE>

8.   REASONABLE EFFORTS

8.1  Red Spot agrees that it will use every reasonable effort to develop a
     market for the sale of Agreement Product commercially within one (1) year
     from the Effective Date. Ecology agrees that to this end it will make every
     reasonable effort to assist Red Spot with Sales support and training prior
     to the market and sale of the Agreement Product commercially, as well as
     provide technical expertise to support the first two (2) system launches of
     the Agreement Product at Ecology's own expense. This assistance will be in
     addition to the assistance provided in Article 4, and without additional
     compensation to Ecology. It should be understood, however, that neither
     Party warrants or guarantees that it will be successful in developing such
     a market for the Agreement Product and neither Party has any obligation to
     use or further develop the licensed property. Red Spot promptly shall
     respond to any inquires from Ecology regarding its progress. Ecology may
     terminate this Agreement effective upon written notice to Red Spot if Red
     Spot has not commercially sold an Agreement Product within one (1) year
     after the Effective Date.

9.   INTELLECTUAL PROPERTY RIGHTS

9.1  Ecology shall have the right to file, prosecute, and maintain all of the
     Ecology Patents licensed hereunder and shall have the right to determine
     whether or not, and where, to file a patent application, to abandon the
     prosecution of any patent or patent application, or to discontinue the
     maintenance of any patent or patent application. In the event that Ecology
     abandons the prosecution of any patent or patent application, or
     discontinues the maintenance of any patent or patent application, then Red
     Spot shall have the right, in its sole discretion, and at Red Spot's
     expense, to continue the prosecution of any patent or patent application,
     and to continue the maintenance of any patent or patent application, in the
     name of and for and on behalf of Ecology, and for such purpose Ecology
     hereby appoints Red Spot or its designee as Ecology's attorney-in-fact,
     which appointment is coupled with an interest and is irrevocable. Ecology
     hereby agrees to take such further actions, and execute such instruments
     and documents, as Red Spot may from time to time request, in order to more
     fully effectuate the provisions of this paragraph and to provide Red Spot
     with any power or authority reasonably necessary to carry out the
     provisions of this paragraph.

9.2  All Improvements conceived, developed or made by Ecology and/or Red Spot
     using any of the Ecology Technical Information shall belong to Ecology and
     Red Spot hereby assigns all intellectual property rights in such
     Improvements to Ecology. Such Improvements shall be covered by the license
     grant in Section 2.1 above. Red Spot agrees to execute such documents as
     Ecology may request to effect the foregoing assignment. Alternatively, at
     Ecology's option, Red Spot shall grant, and hereby grants to Ecology, a
     non-exclusive, worldwide, perpetual, irrevocable, sublicensable license to
     such Improvements made by Red Spot.

10.  SECRECY

10.1 As used in this Article, "Confidential Information" means (a) in the case
     of Ecology, the Ecology Technical Information, or (b) in the case of both
     Parties, any information of the


                                      -6-

<PAGE>

     other Party disclosed pursuant to this Agreement, provided that such
     information if it is presented in writing by one Party to another Party
     hereunder is clearly marked as confidential and if it is disclosed verbally
     or visually is identified as confidential at the time of disclosure, and
     subsequently outlined in writing, confirmed as confidential, and provided
     to the receiving party within thirty (30) days of the disclosure.

10.2 Both Parties (a) shall keep secret and confidential all Confidential
     Information of the other Party, (b) shall disclose such Confidential
     Information only to those of its employees, if any, or their agents to whom
     it is necessary to so disclose for the purpose contemplated by this
     Agreement, and (c) shall use Confidential Information of the other Party
     only as permitted pursuant to the terms of this Agreement. Any disclosure
     shall be limited to such employees, if any, or their agents who have
     previously agreed in writing to be bound by terms no less strict than the
     terms of this Agreement.

10.3 The foregoing provisions of this Article shall not apply to information
     that (a) is or becomes known to the public through no fault of the
     receiving Party; (b) is learned by the receiving Party from a third party
     entitled to disclose it; (c) was already known to the receiving Party at
     the time of disclosure by the disclosing Party, as shown by the receiving
     Party's prior written records; (d) is developed by or for the receiving
     Party independently of information obtained from the disclosing Party; or
     (e) the receiving Party is required to disclose Confidential Information
     received hereunder pursuant to a governmental or judicial process; provided
     that the receiving Party uses all reasonable commercial efforts to notify
     the disclosing Party in advance of, and to seek a protective order for,
     such Confidential Information. Confidential Information disclosed hereunder
     shall not be deemed to be within the foregoing exceptions merely because
     such information is embraced by more general knowledge in the public domain
     or in the receiving Party's possession. In addition, no combination of
     features shall be deemed to be within the foregoing exceptions merely
     because individual features are in the public domain or in the receiving
     Party's possession, unless the combination itself and its principle of
     operations are in the public domain or in receiving Party's possession.

10.4 The provisions of this Article shall remain in force for a period of
     fifteen (15) years from the date of receipt of the relevant information
     irrespective of any earlier termination of this Agreement. Notwithstanding
     the expiration of such fifteen (15) year term, in the event that at such
     time, any of the formulations or other Technical Information for the
     Agreement Product is still maintained by Ecology Coatings as a trade
     secret, and the value of such trade secret would be compromised by failure
     to maintain its confidentiality then Ecology Coatings may provide Red Spot
     with written notice thereof, and in such event, Red Spot may elect in
     writing to either (i) maintain the confidentiality of such Ecology
     Technical Information for an additional five (5) year period, or (ii)
     return to Ecology Coatings or destroy, and certify the return or
     destruction of, all such Technical Information and all copies thereof. In
     the event that Red Spot elects option (i), then the foregoing procedure
     shall be repeated at the end of such five (5) year period.

10.5 Each Party agrees that the terms and conditions of this Agreement shall be
     treated as the other's Confidential Information; provided, however, that
     each Party may disclose the terms and conditions of this Agreement: (i) as
     required by any court or other


                                      -7-

<PAGE>

     governmental body; (ii) as otherwise required by law; (iii) to legal
     counsel of the Parties; (iv) in connection with the requirements of a
     public offering or securities filing; (v) in confidence, to accountants,
     banks, and financing sources and their advisors; (vi) in confidence, in
     connection with the enforcement of this Agreement or rights under this
     Agreement; or (vii) in confidence, in connection with a merger or
     acquisition or proposed merger or acquisition, or the like.

10.6 Within thirty (30) days after the Effective Date, and from time to time
     thereafter, the Parties shall issue a mutually acceptable press release to
     announce this Agreement and activities under this Agreement (e.g., Red
     Spot's commercial release of Agreement Products). In addition, each Party
     may make appropriate and truthful reference to the other Party on its
     website and in written marketing and promotional materials.

11.  TERM AND TERMINATION

11.1 Except as otherwise specified, this Agreement shall take effect as of the
     Effective Date.

11.2 This Agreement, unless earlier terminated as provided hereinafter or in
     Article 8, shall automatically terminate on the fifteenth (15th)
     anniversary of its Effective Date or once the last to expire of the Ecology
     Patents or Improvement Patents licensed hereunder expires, whichever is the
     longer. Upon termination pursuant to Article 11.2, all rights and licenses
     granted hereunder shall be fully paid-up and irrevocable.

11.3 Red Spot may terminate this Agreement at any time upon sixty (60) days'
     advance written notice to Ecology.

11.4 In the event of material breach of this Agreement, the Party not in breach
     may provide notice thereof to the Party in breach. The Party in breach
     shall have a sixty (60) day period, after receiving said notice, to correct
     the breach. If not corrected during said sixty (60) day period, the Party
     not in breach may terminate the Agreement by sending written termination
     notice to the Party in breach. Termination shall be effective upon receipt
     of said notice and is cumulative to other rights that the terminating Party
     may have arising from the breach.

11.5 Red Spot may terminate this Agreement with immediate effect upon written
     notice to Ecology (i) upon the institution by or against Ecology of
     insolvency, receivership or bankruptcy proceedings or any other proceedings
     for the settlement of Ecology's debts which, if involuntary, is not
     dismissed within sixty (60) days, (ii) upon Ecology's making an assignment
     for the benefit of creditors, or (iii) upon Ecology's dissolution.

11.6 Following termination of the Agreement pursuant to Article 11.3 or 11.4 or
     11.5, Red Spot and any authorized party receiving Confidential Information
     transmitted by Red Spot shall thereafter cease to use the Confidential
     Information disclosed by Ecology to Red Spot and information derived
     therefrom including modifications and improvements as described above. All
     such Confidential Information and derivative information shall be returned
     to Ecology, or be destroyed if Ecology so authorizes, within thirty (30)
     days following termination. The foregoing provision of this Article shall
     apply to Ecology mutatus mutandis with respect to any Confidential
     Information disclosed by Red Spot.


                                      -8-

<PAGE>

11.7 Upon termination of the Agreement pursuant to Article 11.3 or 11.4 or 11.5,
     all licenses granted to Red Spot shall automatically terminate.

11.8 Termination of this Agreement shall not relieve Red Spot of their
     obligation to pay amounts due under Section 5.1 or running royalties which
     accrued prior to termination neither shall it relieve either Party of its
     obligations of secrecy under Article 10. In addition, the provisions of
     Articles 5.3, 9.2, 13.3 - 13.7 and 14 shall survive any termination.

12.  ASSIGNABILITY

12.1 This Agreement is personal to Red Spot and is not assignable or otherwise
     transferable in whole or in part, voluntarily, involuntarily or by
     operation of law, including by any merger or consolidation, or by any other
     means, without the express prior written consent of Ecology, which shall
     not be unreasonably withheld. Ecology may assign this Agreement to an
     entity that succeeds to all or substantially all of its business or assets.

13.  GENERAL

13.1 Ecology warrants that as of the date of signing it has not granted any
     license for the Agreement Product under the Ecology Technical Information
     to any other manufacturer for The Territory.

13.2 Ecology represents and warrants that, to its knowledge as of the Effective
     Date, the Agreement Product, Ecology Technical Information and Ecology
     Patents do not interfere with, infringe upon, or otherwise come into
     conflict with any intellectual property rights of any third party, and
     Ecology has not received any charge, complaint, claim, demand or notice
     (collectively "Claims") alleging any such interference, infringement,
     misappropriation or violation. In the event that, during the first three
     (3) years after the Effective Date, any claim is brought against Red Spot
     alleging that the Agreement Product, Ecology Technical Information or
     Ecology Patents infringe any intellectual property rights of a third party,
     and such claim results in a permanent injunction preventing Red Spot from
     manufacturing and selling the Agreement Product, then Ecology will refund
     to Ecology the amounts paid under Section 5.1 amortized on a straight-line
     basis over a three (3) year period after the Effective Date. Further, in
     the event that Red Spot is required to pay royalties under a license to a
     third party with respect to any patent which covers the Agreement Product,
     Ecology Technical Information or Ecology Patents and there is no reasonable
     non-infringing way to manufacture the Agreement Product, then Red Spot
     shall be entitled to offset fifty percent (50%) of such third party
     royalties actually paid against the royalties payable to Ecology under
     Section 5.2, provided that Red Spot may not reduce the royalties under
     Section 5.2 to below five percent (5%). Ecology further represents and
     warrants that the Agreement Product has been listed to meet certain
     criteria and specifications, as set forth in Appendix "D" attached hereto
     and made a part hereof. Accordingly, Ecology represents and warrants that
     the Agreement Product, when manufactured in accordance with the Ecology
     Technical Information and the Ecology Patents, will satisfy or exceed the
     criteria and specifications set forth in Appendix "D". ECOLOGY HEREBY
     AGREES


                                      -9-

<PAGE>

     TO INDEMNIFY, DEFEND AND TO HOLD RED SPOT HARMLESS FROM ANY AND ALL LOSS,
     LIABILITY, OR OBLIGATION OF ANY KIND, WITH RESPECT TO ANY AND ALL CLAIMS,
     SUITS OR CAUSES OF ACTION BY THIRD PARTIES AND RESULTING SETTLEMENTS,
     AWARDS OR JUDGMENTS, COSTS AND ATTORNEYS' FEES ARISING FROM THE FAILURE OF
     AN AGREEMENT PRODUCT TO MEET THE CRITERIA AND SPECIFICATIONS SET FORTH IN
     APPENDIX "D", PROVIDED IT IS MANUFACTURED IN ACCORDANCE WITH THE APPLICABLE
     ECOLOGY TECHNICAL INFORMATION AND ECOLOGY PATENTS AND PROVIDED THAT RED
     SPOT (i) GIVES ECOLOGY PROMPT WRITTEN NOTICE THEREOF, (ii) GIVES ECOLOGY
     REASONABLE COOPERATION, AND (iii) GIVES ECOLOGY SOLE CONTROL OVER THE
     DEFENSE THEREOF AND ALL RELATED SETTLEMENT NEGOTIATIONS. NOTWITHSTANDING
     THE FOREGOING, THE FOREGOING INDEMNITY SHALL BE VOID AND OF NO FURTHER
     FORCE OR EFFECT IF RED SPOT SELLS AN AGREEMENT PRODUCT WITHOUT THOROUGH
     TESTING OF THE AGREEMENT PRODUCT TO VERIFY COMPLIANCE WITH THE CRITERIA AND
     SPECIFICATIONS SET FORTH IN APPENDIX "D". THIS INDEMNITY SHALL SURVIVE THE
     TERMINATION OF THIS AGREEMENT.

13.3 EXCEPT AS PROVIDED IN ARTICLE 13.1 AND 13.2, ECOLOGY MAKES NO
     REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE AGREEMENT PRODUCT, THE
     ECOLOGY TECHNICAL INFORMATION, OR THE VALIDITY OF ANY ECOLOGY PATENTS, AND
     ECOLOGY HEREBY DISCLAIMS ANY FURTHER WARRANTY, INCLUDING ANY WARRANTY OF
     MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR
     OTHER STATUTORY, IMPLIED, OR EXPRESS WARRANTY. Red Spot shall indemnify and
     hold Ecology and its directors, officers and employees harmless from and
     against any and all liabilities, losses, costs and expenses arising out of
     or in connection with the manufacture, use, promotion, distribution or sale
     of Agreement Product by Red Spot; provided, however, that the foregoing
     obligations shall not apply to any liability or expense caused by negligent
     activities, reckless misconduct or intentional misconduct of Ecology.

13.4 Nothing herein contained shall be deemed to create a joint venture, agency
     or partnership relationship between the Parties hereto. Neither Party shall
     have any power to enter into any contracts or commitments in the name of,
     or on behalf of, the other Party, or to bind the other Party in any
     respect.

13.5 No grant of license, right or immunity is hereby granted save as expressly
     set forth herein.

13.6 This Agreement contains the entire agreement between the Parties with
     respect to its subject matter and supersedes all prior discussions and
     negotiations. The Agreement may only be modified by written agreement
     signed by each of the Parties' authorized representatives.


                                      -10-

<PAGE>

13.7 No failure or delay of any Party in exercising its rights under this
     Agreement shall be deemed to be a waiver of that right, and no waiver by
     any Party of a breach of any provision of this Agreement shall be deemed to
     be a waiver of any subsequent breach of the same or any other provision.

13.8 If any provision of this Agreement is held by any court or other competent
     authority to be invalid or unenforceable in whole or in part, the other
     provisions of this Agreement and the remainder of the affected provision
     shall continue to be valid.

14.  GOVERNING LAW

14.1 This Agreement is acknowledged to have been made and shall be construed in
     accordance with the laws of the State of Ohio, United States of America.

15.  NOTICES

15.1 Any notice or other information concerning this Agreement shall be given by
     facsimile or prepaid registered post to all relevant Parties at the
     addresses shown above. The date of giving of such notice shall be the date
     such facsimile or posting was sent.

Signed by

RED SPOT PAINT & VARNISH CO., INC.


By: /s/ Charley D. Storms
    --------------------------------------------
    Charley D. Storms
    President & CEO
    5/6/05                    (DATE)

For and on behalf of Red Spot
Paint & Varnish Co., Inc.

Signed by


/s/
- ------------------------------------------------
                              (NAME IN CAPITALS)
CEO                           (POSITION)
5/6/05                        (DATE)

For and on behalf of Ecology Coatings, Inc.


                                      -11-

<PAGE>

                                   APPENDIX A
                        TO THE LICENSE AGREEMENT BETWEEN
                                    RED SPOT
                           AND ECOLOGY COATINGS, INC.

Agreement Product: EZ-Recoat Tank Coating

<PAGE>

                                   APPENDIX B
                        TO THE LICENSE AGREEMENT BETWEEN
                                    RED SPOT
                           AND ECOLOGY COATINGS, INC.

ECOLOGY PATENTS

U.S. PATENT APPLICATIONS

Composition of matter comprising UV curable material, photoinitiators, fillers,
and solid pigment dispersions. 10/872,531

A process for coating propane tanks and similar articles with a 100% solids, UV
curable coating. 60/549,669

Environmentally friendly, 100% solids, actinic radiation curable coating
compositions and coated surfaces and coated articles thereof. 10/983,022

Environmentally friendly, assemblages, facilities, and processes for applying an
opaque 100% solids, actinic radiation curable coating of objects. 10/982,998

Environmentally friendly, 100% solids, actinic radiation curable coating
compositions for coating thermally sensitive surfaces and/or rusted surfaces and
methods, processes and assemblages for coating thereof. 11/003,159

<PAGE>

                                   APPENDIX C
                        TO THE LICENSE AGREEMENT BETWEEN
                                    RED SPOT
                           AND ECOLOGY COATINGS, INC.

Ecology Technical Information shall consist of the following for the Agreement
Product:

     1)   Formulations

     2)   Raw material list & specifications

     3)   Manufacturing instructions

     4)   Testing instructions

     5)   Material safety data sheets

     6)   Customer approvals

     7)   Agreement Product performance testing, test data, data, and
          capabilities

Additional information can be provided on:

     i)   Customer listing, details, and contact information

     ii)  Specific quality assurance

     iii) List of raw material suppliers

     iv)  List of machinery for production

     v)   List of testing equipment


                                       -1-

<PAGE>

                                   APPENDIX D
                        TO THE LICENSE AGREEMENT BETWEEN
                                    RED SPOT
                           AND ECOLOGY COATINGS, INC.

SPECIFICATIONS FOR EX-RECOAT

PHYSICAL CHARACTERISTICS

Color: Gray.

Finish: Gloss: 50 to 70 at a 60degrees angle when cured as recommended. Use of
improper lamps will produce a dull finish.

Pencil hardness: When properly cured, will resist penetration by 4H pencil at a
minimum.

Adhesion: 100% when hatched and pulled with Scotch 600 tape, when properly
cured.

Theoretical Volume Solids: 100%.

Theoretical VOCs: 0%.

Theoretical Coverage: 1604 square feet @ 1 mil.

Recommended coating thickness: 1.2 to 2.5 mils.

Viscosity: 58 seconds maximum on #3 Zahn cup @ 70degreesF. Viscosity may fall
to 28 seconds on a #3 Zahn with high shear mixing. Coating should be maintained
at highest spray-able viscosity for optimal coverage. Viscosity should not
exceed 58 seconds on a #3 Zahn at ambient temperatures.

Flashpoint: greater than 200degreesF.

SURFACE PREPARATION

Surface must be clean, dry and in sound condition. Remove all oil, dust, grease,
dirt, loose rust, and other foreign materials to ensure adequate adhesion.

It is recommended that the substrate undergo a cleaning process before coating
to ensure maximum adhesion. Solvent wiping is not a suitable method and will
hinder adhesion and cure. There should be no loose grit.

Minimum surface pretreatment of previously coated surfaces: neutral cleaners and
citrus based cleaners are suitable for the surface treatment of previously
coated surfaces. Simple carbonates such as Bon-Ami are very effective. Cleaners
should be well rinsed to avoid residual surfactant.


                                       -1-

<PAGE>

TANKS MUST BE DRY. THE PRESENCE OF MOISTURE WILL CAUSE VOIDS, ESPECIALLY ON
VERTICAL SURFACES. THIS IS ESPECIALLY TRUE OF SANDBLASTED SURFACES THAT MAY
MAINTAIN MOISTURE IN PORES.

EZ-Recoat will adhere to most tank coatings, paper, light rust, and many
plastics.

RECOMMENDED CURING

600 Watt Fusion lights are recommended. Curing should be done with iron doped
(D) mercury lamps and un-doped lamps (H) - in that order.

RECOMMENDED APPLICATION

Application by turbine driven HVLP guns is optimal. Conventional HVLP guns may
be used. Air assisted airless application is possible, but must be carefully
adjusted to approach the performance of the other two methods. Heating is not
recommended. If heaters are used, temperature must not exceed 120degreesF, as
heat will promote coating breakdown. Application equipment should be of
stainless steel and plastic, preferably polyethylene or polypropylene. Contact
of coating with PVC, silicones, or brass fittings should be avoided. Contact
with solvents should be avoided.

RECLAIMABILITY

Coating may be caught, filtered, and re-used with no adjustments. If a reclaim
system is used, it should be of polypropylene, polyethylene, or stainless steel.
PVC must not be used, as it will dissolve in the coating.


                                       -2-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>20
<FILENAME>k16632exv10w16.txt
<DESCRIPTION>LEASE FOR OFFICE SPACE
<TEXT>
<PAGE>

                                                                   Exhibit 10.16

                           COMMERCIAL LEASE AGREEMENT

     This Commercial Lease Agreement ("Lease") is made and effective April 1,
2007 by and between Bruce Building Company LLC ("Landlord") and Ecology Coating,
Inc. ("Tenant").

     WHEREAS, Landlord is the lessee pursuant to a lease between landlord as
lessee and 950 Hunter Associates, Inc., as amended of 35980 Woodward Avenue,
Suite 200, Bloomfield Hills, Michigan 48304 (the "Leased Premises");

     WHEREAS, Landlord makes available for lease a portion of the suite
designated as office no. 1, office no. 4, office no. 5, office no. 6 and the
reception desk in common with Landlord;

     WHEREAS, Landlord desires to lease the Leased Premises to Tenant, and
Tenant desires to lease the Leased Premises from Landlord for the term, at the
rental and upon the covenants, conditions and provisions herein set forth.

     NOW, THEREFORE, in consideration of the mutual promises herein, contained
and other good and valuable consideration, it is agreed:

1.   TERM.

     A. Landlord hereby leases the Leased Premises to Tenant, and Tenant hereby
leases the same from Landlord beginning April 1, 2007 and continuing on a
month-to-month basis. Tenant shall provide Landlord with notice of its intent to
vacate no less than thirty (30) days in advance. Landlord shall provide Tenant
with notice of intent to terminate the Lease no less than thirty (30) days in
advance.

2.   RENTAL.

     A. Tenant shall pay to Landlord installments of 3,200 per month. Each
installment payment shall be due in advance on the first day of each calendar
month during the lease term to Landlord at 35980 Woodward Avenue, Suite 200,
Bloomfield Hills, Michigan 48304 or at such other place designated by written
notice from Landlord or Tenant. The rental payment amount for any partial
calendar months included in the lease term shall be prorated on a daily basis.

3.   USE

     A. The Leased Premises shall be used for office purposes only.
Notwithstanding the forgoing, Tenant shall not use the Leased Premises for the
purposes of storing, manufacturing or selling any explosives, flammables or
other inherently dangerous substance, chemical, thing or device.

<PAGE>

4.   SUBLEASE AND ASSIGNMENT.

     A. Tenant shall have the right without Landlord's consent, to assign this
Lease to a corporation with which Tenant may merge or consolidate, to any
subsidiary of Tenant, to any corporation under common control with Tenant, or to
a purchaser of substantially all of Tenant's assets. Except as set forth above,
Tenant shall not sublease all or any part of the Leased Premises, or assign this
Lease in whole or in part without Landlord's consent, such consent not to be
unreasonably withheld or delayed.

5.   REPAIRS.

     A. During the Lease term, Tenant shall make, at Tenant's expense, all
necessary repairs to the Leased Premises. Repairs shall include such items as
routine repairs of floors, walls, ceilings, and other parts of the Leased
Premises damaged or worn through normal occupancy, except for major mechanical
systems or the roof, subject to the obligations of the parties otherwise set
forth in this Lease.

6.   ALTERATIONS AND IMPROVEMENTS.

     A. Tenant, at Tenant's expense, shall have the right following Landlord's
consent to remodel, redecorate, and make additions, improvements and
replacements of and to all or any part of the Leased Premises from time to time
as Tenant may deem desirable, provided the same are made in a workmanlike manner
and utilizing good quality materials. Tenant shall not, however, enact
structural changes to the Leased Premises or add moving walls. Tenant shall have
the right to place and install personal property, trade fixtures, equipment and
other temporary installations in and upon the Leased Premises, and fasten the
same to the premises. All personal property, equipment, machinery, trade
fixtures and temporary installations, whether acquired by Tenant at the
commencement of the Lease term or placed or installed on the Leased Premises by
Tenant thereafter, shall remain Tenant's property free and clear of any claim by
Landlord. Tenant shall have the right to remove the same at any time during the
term of this Lease provided that all damage to the Leased Premises caused by
such removal shall be repaired by Tenant at Tenant's expense.

7.   PROPERTY TAXES.

     A. Landlord shall pay, prior to delinquency, all general real estate taxes
and installments of special assessments coming due during the Lease term on the
Leased Premises, and all personal property taxes with respect to Landlord's
personal property, if any, on the Leased Premises. Tenant shall be responsible
for paying all personal property taxes with respect to Tenant's personal
property at the Leased Premises.

8.   INSURANCE.

     A. If the Leased Premises or any other part of the Building is damaged by
fire or other casualty resulting from any act or negligence of Tenant or any of
Tenant's


                                       2

<PAGE>

agents, employees or invitees, rent shall not be diminished or abated while such
damages are under repair, and Tenant shall be responsible for the costs of
repair not covered by insurance.

     B. Landlord shall maintain, or cause to be maintained, fire and extended
coverage insurance on the Building and the Leased Premises in such amounts as
Landlord shall deem appropriate. Tenant shall be responsible, at its expense,
for fire and extended coverage insurance on all of its personal property,
including removable trade fixtures, located in the Leased Premises.

     C. Tenant and Landlord, or Landlord's landlord, shall, each at its own
expense, maintain a policy or policies of comprehensive general liability
insurance with respect to the respective activities of each in the Building with
the premiums thereon fully paid on or before due date, issued by and binding
upon some insurance company approved by Landlord, such insurance to afford
minimum protection of not less than $1,000,000 combined single limit coverage of
bodily injury, property damage or combination thereof. Landlord shall be listed
as an additional insured on Tenant's policy or policies of comprehensive general
liability insurance, and Tenant shall provide Landlord with current Certificates
of Insurance evidencing Tenant's compliance with this Paragraph. Tenant shall
obtain the agreement of Tenant's insurers to notify Landlord that a policy is
due to expire at least (10) days prior to such expiration. Landlord shall not be
required to maintain insurance against thefts within the Leased Premises or the
Building.

9.   UTILITIES.

     A. Tenant shall pay all charges for water, sewer, gas, electricity,
telephone and other services and utilities used by Tenant on the Leased Premises
during the term of this Lease unless otherwise expressly agreed in writing by
Landlord. In the event that any utility or service provided to the Leased
Premises is not separately metered, Landlord shall pay the amount due and
separately invoice Tenant for Tenant's pro rata share of the charges. Tenant
shall pay such amounts within fifteen (15) days of invoice. Tenant acknowledges
that the Leased Premises are designed to provide standard office use electrical
facilities and standard office lighting. Tenant shall not use any equipment or
devices that utilizes excessive electrical energy or which may, in Landlord's
reasonable opinion, overload the wiring or interfere with electrical services to
other tenants.

10.  SIGNS.

     A. Following Landlord's consent, Tenant shall have the right to place on
the Leased Premises, at locations selected by Tenant, any signs which are
permitted by applicable zoning ordinances and private restrictions. Landlord may
refuse consent to any proposed signage that is in Landlord's opinion too large,
deceptive, unattractive or otherwise inconsistent with or inappropriate to the
Leased Premises or use of any other tenant. Landlord shall assist and cooperate
with Tenant in obtaining any necessary permission from governmental authorities
or adjoining owners and occupants for Tenant to place or construct the foregoing
signs. Tenant shall repair all damage to the Leased


                                       3

<PAGE>

Premises resulting from the removal of signs installed by Tenant. All signage
shall be subject to the approval of Landlord's landlord.

11.  ENTRY.

     A. Landlord shall have the right to enter upon the Leased Premises at
reasonable hours to inspect the same, provided Landlord shall not thereby
unreasonably interfere with Tenant's business on the Leased Premises.

12.  PARKING.

     A. During the term of this Lease, Tenant shall have the non-exclusive use
in common with Landlord, other tenants of the Building, their guests and
invitees, of the non-reserved common automobile parking areas, driveways, and
footways, subject to rules and regulations for the use thereof as prescribed
from time to time by Landlord's landlord. Landlord reserves the right to
designate parking areas within the Building or in reasonable proximity thereto,
for Tenant and Tenant's agents and employees. Tenant shall provide Landlord with
a list of all license numbers for the cars owned by Tenant, its agents and
employees.

13.  BUILDING RULES.

     A. Tenant will comply with the rules of the Building adopted and altered by
Landlord's landlord from time to time and will cause all of its agents,
employees, invitees and visitors to do so; all changes to such rules will be
sent by Landlord to Tenant in writing.

14.  DAMAGE AND DESTRUCTION.

     A. Subject to Section 8 A. above, if the Leased Premises or any part
thereof or any appurtenance thereto is so damaged by fire, casualty or
structural defects that the same cannot be used for Tenant's purposes, then
Tenant or Landlord shall have the right within thirty (30) days following damage
to elect by written notice to Landlord's landlord to terminate this Lease as of
the date of such damage. Tenant shall be relieved from paying rent and other
charges during any portion of the Lease term that the Leased Premises are
inoperable or unfit for occupancy, or use, in whole or in part, for Tenant's
purposes. Rentals and other charges paid in advance for any such periods shall
be credited on the next ensuing payments, if any, but if no further payments are
to be made, any such advance payments shall be refunded to Tenant. The
provisions of this paragraph extend not only to the matters aforesaid, but also
to any occurrence which is beyond Tenant's reasonable control and which renders
the Leased Premises, or any appurtenance thereto, inoperable or unfit for
occupancy or use, in whole or in part, for Tenant's purposes.


                                       4

<PAGE>

15.  DEFAULT.

     A. If default shall at any time be made by Tenant in the payment of rent
when due to Landlord as herein provided, and if said default shall continue for
five (5) days after written notice thereof shall have been given to Tenant by
Landlord, or if default shall be made in any of the other covenants or
conditions to be kept, observed and performed by Tenant, and such default shall
continue for fifteen (15) days after notice thereof in writing to Tenant by
Landlord without correction thereof then having been commenced and thereafter
diligently prosecuted, Landlord may declare the term of this Lease ended and
terminated by giving Tenant written notice of such intention, and if possession
of the Leased Premises is not surrendered, Landlord may reenter said premises.
Landlord shall have, in addition to the remedy above provided, any other right
or remedy available to Landlord on account of any Tenant default, either in law
or equity. Landlord shall use reasonable efforts to mitigate its damages.

16.  QUIET POSSESSION.

     A. Landlord covenants and warrants that upon performance by Tenant of its
obligations hereunder, Landlord will keep and maintain Tenant in exclusive,
quiet, peaceable and undisturbed and uninterrupted possession of the Leased
Premises during the term of this Lease.

17.  CONDEMNATION.

     A. If any legally, constituted authority condemns the Building or such part
thereof which shall make the Leased Premises unsuitable for leasing, this Lease
shall cease when the public authority takes possession, and Landlord and Tenant
shall account for rental as of that date. Such termination shall be without
prejudice to the rights of either party to recover compensation from the
condemning authority for any loss or damage caused by the condemnation. Neither
party shall have any rights in or to any award made to the other by the
condemning authority.

18.  SUBORDINATION.

     A. Tenant accepts this Lease subject and subordinate to any mortgage, deed
of trust or other lien presently existing or hereafter arising upon the Leased
Premises, or upon the Building and to any renewals, refinancing and extensions
thereof, but Tenant agrees that any such mortgagee shall have the right at any
time to subordinate such mortgage, deed of trust or other lien to this Lease on
such terms and subject to such conditions as such mortgagee may deem appropriate
in its discretion. Landlord is hereby irrevocably vested with full power and
authority to subordinate this Lease to any mortgage, deed of trust or other lien
now existing or hereafter placed upon the Leased Premises of the Building, and
Tenant agrees upon demand to execute such further instruments subordinating this
Lease or attorning to the holder of any such liens as Landlord may request. In
the event that Tenant should fail to execute any instrument of subordination
herein require d to be executed by Tenant promptly as requested, Tenant


                                       5

<PAGE>

hereby irrevocably constitutes Landlord as its attorney-in-fact to execute such
instrument in Tenant's name, place and stead, it being agreed that such power is
one coupled with an interest. Tenant agrees that it will from time to time upon
request by Landlord execute and deliver to such persons as Landlord shall
request a statement in recordable form certifying that this Lease is unmodified
and in full force and effect (or if there have been modifications, that the same
is in full force and effect as so modified), stating the dates to which rent and
other charges payable under this Lease have been paid, stating that Landlord is
not in default hereunder (or if Tenant alleges a default stating the nature of
such alleged default) and further stating such other matters as Landlord shall
reasonably require.

19.  SECURITY DEPOSIT.

     A. The Security Deposit shall be held by Landlord without liability for
interest and as security for the performance by Tenant of Tenant's covenants and
obligations under this Lease, it being expressly understood that the Security
Deposit shall not be considered an advance payment of rental or a measure of
Landlord's damages in case of default by Tenant. Unless otherwise provided by
mandatory non-waivable law or regulation, Landlord may commingle the Security
Deposit with Landlord' s other funds. Landlord may, from time to time, without
prejudice to any other remedy, use the Security Deposit to the extent necessary
to make good any arrearages of rent or to satisfy any other covenant or
obligation of Tenant hereunder. Following any such application of the Security
Deposit, Tenant shall pay to Landlord on demand the amount so applied in order
to restore the Security Deposit to its original amount. If Tenant is not in
default at the termination of this Lease, the balance of the Security Deposit
remaining after any such application shall be returned by Landlord to Tenant. If
Landlord transfers its interest in the Premises during the term of this Lease,
Landlord may assign the Security Deposit to the transferee and thereafter shall
have no further liability for the return of such Security Deposit.

20.  NOTICE.

     A. Any notice required or permitted under this Lease shall be deemed
sufficiently given or served if sent by United States certified mail, return
receipt requested or hand delivered by courier. Notices delivered via certified
mail shall be deemed received three (3) business days after deposit with the
United States Postal Service. Noticed delivered via courier shall be deemed
received the next business day. All notices should be addressed as follows:

If to Landlord to:

Bruce Building Company
35980 Woodward Avenue, Suite 200
Bloomfield Hills, Michigan 48304


                                       6

<PAGE>

If to Tenant to:

Adam Tracy
511 Jacob Way, Suite 203
Rochester, Michigan 48307

Landlord and Tenant shall each have the right from time to time to change the
place notice is to be given under this paragraph by written notice thereof to
the other party.

21.  BROKERS.

     A. Tenant represents that Tenant was not shown the Premises by any real
estate broker or agent and that Tenant has not otherwise engaged in, any
activity which could form the basis for a claim for real estate commission,
brokerage fee, finder's fee or other similar charge, in connection with this
Lease.

22.  WAIVER.

     A. No waiver of any default of Landlord or Tenant hereunder shall be
implied from any omission to take any action on account of such default if such
default persists or is repeated, and no express waiver shall affect any default
other than the default specified in the express waiver and that only for the
time and to the extent therein stated. One or more waivers by Landlord or Tenant
shall not be construed as a waiver of a subsequent breach of the same covenant,
term or condition.

23.  HEADINGS.

     A. The headings used in this Lease are for convenience of the parties only
and shall not be considered in interpreting the meaning of any provision of this
Lease.

24.  SUCCESSORS.

     A. The provisions of this Lease shall extend to and be binding upon
Landlord and Tenant and their respective legal representatives, successors and
assigns.

25.  CONSENT.

     A. Landlord shall not unreasonably withhold or delay its consent with
respect to any matter for which Landlord's consent is required or desirable
under this Lease.


                                       7

<PAGE>

27.  HEAD LEASE.

     A. Anything contained in this lease to the contrary notwithstanding, Tenant
hereby acknowledges that Landlord is the lessee under the Head Lease and that
this Lease is subject to all of the terms and conditions of the Head Lease, and,
further, upon the termination of the Head Lease for any reason whatsoever, this
Lease shall be of no further force and effect as between Landlord and Tenant.
Tenant agrees to be bound by all of the terms and conditions of the Head Lease,
including all rules and regulations promulgated thereunder. In the event of any
conflict between the terms and provisions of this Lease and the terms and
provisions of the Head Lease, the terms and provisions of the Head Lease shall
govern and control

28.  COMPLIANCE WITH LAW.

     A. Tenant shall comply with all laws, orders, ordinances and other public
requirements now or hereafter pertaining to Tenant's use of the Leased Premises.
Landlord shall comply with all laws, orders, ordinances and other public
requirements now or hereafter affecting the Leased Premises.

29.  FINAL AGREEMENT.

     A. This Agreement terminates and supersedes all prior understandings or
agreements on the subject matter hereof. This Agreement may be modified only by
a further writing that is duly executed by both parties.

30.  GOVERNING LAW.

     A. This Agreement shall be governed, construed and interpreted by, through
and under the Laws of the State of Michigan.


                                       8

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Lease as of the day and
year first above written.


/s/
- -------------------------------------
LANDLORD


/s/
- -------------------------------------
TENANT


                                       9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>21
<FILENAME>k16632exv10w17.txt
<DESCRIPTION>LEASE FOR LABORATORY SPACE
<TEXT>
<PAGE>

                                                                   Exhibit 10.17

                                      LEASE

THIS INSTRUMENT OF LEASE made and entered into in Summit County, Ohio, this __
day of August, 2006, by and between Northern Ohio Property Management, LLC, and
Ohio limited liability company, hereinafter referred to as "Lessor," and Ecology
Coatings, Incorporated, a California corporation, hereinafter referred to as
"Lessee."

                                   WITNESSETH:

     In consideration of the rents hereinafter reserved, and further in
consideration of the mutual covenants, conditions, agreements and stipulations
of Lessor and Lessee hereinafter expressed, the parties hereby agree as follows:

PREMISES

1. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor those
certain premises known as 1238 Brittain Road, Summit County, Akron, Ohio,
hereinafter referred to as "LEASED PREMISES".

TERM

2. The term of this Lease and Lessee's obligation to pay rent hereunder shall be
for a term of 1 year(s) and shall commence on the 1st day of September, 2006,
and extend through the 31st day of august, 2007, unless sooner terminated as
hereinafter provided.

GUARANTEED RENTAL

3. During, and in year(s) 1 through 1, of the lease term, Lessee agrees to pay
to Lessor guaranteed rent in the amount of One Thousand Eight Hundred Dollars
($1,800.00) per month, and further during year(s) ___ through ___,
________________________ ($________) per month, and further during year(s) ___
through ___, ________________________ ($________) per month. Each rental payment
shall be made in advance on the first day of every calendar month during the
term of this Lease and continue until the expiration thereof.

USE OF LEASED PREMISES

4. Leased Premises shall be used and occupied by Lessee for
manufacture/storage/development/testing of production coatings only, and not for
any other purpose.

UTILITIES

5. Lessee agrees that the utilities and other common service lines, ducts and
other conduits may pass through its Leased Premises to service other premises
and building areas, and further that Lessor, or its agents, shall be permitted
access to the Leased Premises for the purpose of installation repair, and
maintenance thereof.

<PAGE>

6. Lessee shall pay for the following utilities: electricity, natural gas or
other hearing fuels used in or at the Leased Premises for such purpose and for
cleaning, garbage and trash service.

7. Lessor shall provide and pay for the following utilities: water and sewage
service charges (not to exceed 20% above historical levels).

8. Lessor shall not be liable for any interruption whatsoever in utility
services.

USE AND CARE OF LEASED PREMISES

9. Lessee shall use and occupy the Leased Premises for the above stated purpose
in a careful and proper manner and not commit any waster or nuisance thereon.
Lessee agrees that it will use the Leased Premises in such a manner as not to
interfere with or infringe upon the rights of the adjacent tenants.

10. No auction, fire, or bankruptcy sales may be conducted in the Leased
Premises without the previous written consent of Lessor.

11. Lessee shall not use or occupy the Leased Premises in violation of any law,
ordinance, regulation or other governmental directives having jurisdiction
thereof, and shall, upon five (5) days written notice from Lessor, discontinue
any use of the Leased Premises which is declared by any governmental authority
having jurisdiction to be in violation of any law, ordinance, zoning,
regulation, or directive.

INSPECTION

12. Lessee agrees that it will permit the Lessor to enter upon the Leased
Premises at all reasonable times to examine the condition of the same.

13. Lessee further agrees that it will permit the Lessor to show the Leased
Premises to prospective lessees and display customary rental or for lease signs
during the last ninety (90) days of this Lease.

REPAIRS AND MAINTENANCE

14. Lessor shall be responsible for the maintenance, repair and replacement, if
necessary, of the roof, exterior walls, foundation, and all structural systems
on the Leased Premises. Further, all fixtures, appliances and systems serving
the Premises shall be in a good and working order at the commencement of this
Lease. As to any other maintenance, repairs or replacements other than those
mentioned in the preceding sentence which are necessary during the term of this
Lease, the parties agree that Lessee shall be responsible for same. Lessor shall
not be required to make any repairs where the same were made necessary by any
act or omission or negligence of the Lessee, any subtenant(s) of the Lessee, or
their respective employees, agents, invitees, licensees, visitors or contractors

15. Lessee shall at all times keep the Leased Premises and all exterior
entrances, doors, glass, floor surfaces, fixtures, equipment, wiring, plumbing,
heating, air conditioning and exterior areas

<PAGE>

thereof in good order, condition, and repair, and in a reasonably satisfactory
condition of cleanliness and free from trash, litter, or obstructions.

16. Lessee shall keep sidewalks continuous to Premises in a safe condition
regarding snow and ice at Lessee's own expense.

17. If the Lessor, in the exercise of its sole and reasonable discretion,
determines that emergency repairs are made necessary by any act or omission or
negligence of the Lessee, its employees, subtenants, assignees, contractors,
invitees, licensees, or visitors, Lessor may make such repairs without liability
to Lessor for any laws or damage that may occur to Lessee's merchandise,
fixtures, or other property by reason thereof, and upon completion thereof,
Lessee shall pay Lessor's costs for making such repairs.

INSURANCE

18. Lessee shall obtain and provide at least forty-eight (48) hours before the
commencement of any lease term, and keep in force at all times thereafter the
following insurance coverages with respect to the Leased Premises: General
Liability Insurance, Fire Insurance and insurance on the contents of the
building and shall name Lessor as an additional insured thereunder. The amount
of the general liability insurance shall be a minimum of One Million Dollars
($1,000,000) per occurrence and Two Million dollars ($2,000,000) in the
aggregate.

MODIFICATIONS AND ALTERATIONS

19. Lessee covenants and agrees not to make or permit to be made any
alterations, improvements, additions, or attach or affix, or build to the Leased
Premises or any party thereof or paint or hang wallpaper except by and with the
prior written consent of Lessor.

20. Lessee further covenants that Lessee will make no contract which may create
or be the foundation for any lien upon the Leased Premises and no contractor
shall have any lien rights upon Lessor's interests. If any mechanic's lien shall
exist against Lessor's or Lessee's interests in Premises, by reason of Lessee's
action(s), Lessee shall discharge such lien, at Lessee's expense, by bond or
otherwise within twenty (20) days after filing of such lien.

POSSESSION

21. If Lessor shall be unable to deliver possession of Leased Premises on the
date the commencement of the term hereby created because of the holding over of
any tenant, or tenants, or for any other cause beyond Lessor's reasonable
control, then the rent shall not commence until the date possession of said
Premises is available to Lessee, and Lessee agrees to accept such allowance and
abatement of rent as liquidated damages, in full satisfaction thereof, and to
the exclusion of all claims and rights which Lessee might otherwise have, and no
failure so to deliver possession on said date shall in any event extend, or be
deemed to extend, the term of this Lease.

<PAGE>

ASSIGNMENT OR SUBLETTING

22. Lessee shall make no assignment or subletting of the Leased Premises without
the prior written consent of the Lessor. Consent shall not release Lessee from
liability hereunder for payment of rental or performance or observance of any of
the terms and conditions of the Lease.

SECURITY DEPOSIT

23. In addition to all rentals and lease payments hereunder, Lessee hereby
agrees and stipulates to place on deposit with the Lessor at the time of the
signing of this Lease, a security deposit in an amount of One Thousand Eight
Hundred ($1,800.00). This security deposit shall be held by the Lessor as and
for security for the complete performance of the Lessee of all provisions
required of the Lessee under this Lease agreement. The security deposit shall be
returned to the Lessee, without interest, upon the termination of this Lease
agreement and vacating of the Premises by the Lessee, provided that the Lessee
shall have performed fully and faithfully all obligations required of Lessee
during the term of this Lease and shall vacate the Premises according to the
terms of this Lease, leaving the Premises in as good a condition as when
received less normal wear and tear.

24. If Lessee defaults with respect to any provision of the Lease, Lessor may
use, apply or retain all or any part of the security deposit for payment of any
rent or other sum in default, or the payment of any other amount which Lessor
may spend or become obligated to spend by reason of Lessee's default or to
compensate Lessor for any other loss or damage caused by Lessee's default. If
any portion of said deposit is so used during the term of this Lease, Lessee
shall, within five (5) days after written demand therefore, deposit cash with
Lessor in an amount sufficient to restore the security deposit to its original
amount.

TENANT'S PROPERTY

25. Lessor shall not be liable for any damage by theft or otherwise to property
of the Lessee or of others located on the Leased Premises. Lessor shall not be
liable for any injury or damage to persons or property resulting from fire,
explosion, flooding, falling plaster, steam, gas, electricity, water, rain,
snow, or leaks from any part of the Premises, or from the pipes, appliances, or
plumbing works, or from the roof, street or subsurface or from any other place
by dampness or by any other cause of whatsoever nature, the parties agreeing
that said damages are generally covered under a policy of renter's insurance
such as that will be obtained by Lessee herein. Lessor shall not be liable for
any such damage caused by other tenants or persons in the Premises.

26. Lessee shall give immediate notice to Lessor in case of fire or accidents in
the Premises or of any defects in the building of which the Leased Premises are
a part, or of any defects of any fixtures or equipment.

DESTRUCTION BY FIRE OR CASUALTY

27. In the event the Leased Premises shall be damaged or destroyed by fire or
other casualty during the term of the Lease, Lessor shall restore or repair said
Premises as soon as practicable. During the period in which the Leased Premises
are rendered unusable in whole or in part the

<PAGE>

rental otherwise payable hereunder shall abate in whole or in part
proportionately with the space which was rendered unusable by such destruction
or casualty, unless the cause of such destruction was the fault of Lessee, its
agents, employees, licensees or invitees in which case there shall be such
abatement in rent. In any event, this Lease shall remain in full force and
effect.

FIXTURES

28. The parties hereto mutually agree that all fixtures installed in the Leased
Premises by the Lessee shall become property of the Lessor at the expiration or
termination of this Lease or any renewal or extension thereof unless fixtures
can be removed without injury to or undue defacement of Leased Premises, removal
of which is only permitted provided that all rents and charges herein are paid
in full.

SURRENDER OF PREMISES & HOLDING OVER

29. At the expiration of any tenancy created herein, Lessee shall surrender the
Leased Premises in as good a condition as at time of initial possession
excepting normal wear and tear. Lessor shall have the right, at Lessor's
discretion, upon expiration of this Lease and upon vacating by Lessee, to
require Lessee to restore the Leased Premises to their original condition at the
time of Lessee's possession, normal wear and tear excepted. Lessee shall
surrender all keys for the Leased Premises to the Lessor and shall inform Lessor
of all combinations on locks, safes, and vaults, if any, in the Leased Premises.
Lessee's obligations to observe or perform this covenant shall survive the
expiration or other termination of the term of this Lease. If Lessee shall
default in so surrendering the Premises, Lessee's occupancy subsequent to such
expiration, whether or not with the consent or acquiescence of the Lessor, shall
be considered to be that of a tenancy at will and in no event from month to
month of from year to year, and it shall be subject to al the terms and
conditions of this Lease applicable thereto, except that the minimum rent shall
be twice the amount payable in the last year of the term, prorated on a per diem
basis, and no extension or renewal of this Lease shall be deemed to have been
occurred by such holding over. Either party may terminated an at-will tenancy
with 30 days notice.

RE-ENTRY

30. It is further mutually agreed that if the rent stipulated herein shall at
any time be in arrears and unpaid for a period of fifteen (15) days, the Lessor
may enter into possession of the premises without preliminary notice and
additionally sue for and recover all the rent due during the balance of this
Lease at the rates aforesaid.

31. If Lessee shall fail to keep and perform any of the covenants, agreement, or
conditions of this Lease, or if Lessee commits waste or damages to the Premises
or abandons or vacates Premises during the term hereof, or shall make assignment
in creditors, sell Lessee's interest, voluntarily or involuntarily, or upon
commission of an act of bankruptcy, or commencement of proceedings under
bankruptcy statutes, or devolve into receivership or trusteeship. Lessor may at
any time thereafter while such conditions exist, give fifteen (15) days written
notice to Lessee by registered or certified mail, of its intention to cancel and
terminate this Lease and in such default or conditions and not corrected or
remedied within that period, then Lessor may lawfully re-enter

<PAGE>

Leased Premises or any part thereof and repossess the same and expel the Lessee
and those claiming under or through Lessee and remove Lessee's property
forcibly, if necessary, without being deemed guilty in any manner of trespass
and without prejudice to any remedies which might otherwise be used for arrears
of rents or of breach of covenants and upon entry as aforesaid this Lease shall
terminate, and the Lessee covenants that it will indemnify the Lessor against
all unavoidable loss of rent and other charges hereunder which the Lessor may
incur by reason of such termination during the residue of the term of this
Lease.

NOTICES

32. Any notice required or permitted to be given hereunder by either party to
this Lease may be given by personal delivery or by regular mail service unless
specific provision for certified mail service is otherwise made herein. Lessor's
address for service of notice shall be: 1238 Brittain Road, Akron, Ohio 44310,
unless and until Lessor notifies Lessee of an address change in writing.
Lessee's address for service of notice shall be the physical location of the
Leased Premises.

LATE CHARGES

33. Monthly rental payments shall be due in advance on the first day of each
month during said term. In the event that Lessee does not pay the guaranteed
minimum monthly rental by the fifth (5th) day of any month, a late charge of
Five Dollars ($5.00) per day, computed and including the second (2nd) day of
each month shall be assessed against Lessee and payable on demand or on the
first (1st) day of the succeeding month, whichever event occurs first. The
maximum late charge per month shall be One Hundred Dollars ($100.00).

MISCELLANEOUS

34. No waiver by Lessor of any provision of this Lease shall be deemed to be a
waiver of any other provision hereof or of any subsequent breach by Lessee of
the same or any other provision.

35. This Lease constitutes the entire agreement between the parties hereto with
respect to the Leased Premises identified herein, and no prior agreement or
understanding with regard to any such matter shall be effective for any purpose.
Further, Lessee agrees that it has not relied on any representations or promises
by Lessor in entering into this Lease that have not been specified herein. No
provision of this Lease may be amended or added to except by an agreement in
writing signed by the parties hereto or their respective successors in interest.

36. Lessee confirms that prior to the commencement of this Lease, it has
examined the Premises and has confirmed to Lessee's own satisfaction that the
Premises are in excellent condition.

37. Lessee agrees that it will be responsible for any damage caused by escape or
overflow of water which occurs through the acts or negligence of Lessee, their
guests, agents, employees, licensees or invitees.

38. No additional locks shall be placed upon any doors of the Premises unless a
key is given to Lessor for use in emergencies. If extra keys for any door are
desired, they shall be obtained

<PAGE>

and paid for by the Lessee. Upon termination of this Lease, the Lessee shall
surrender all keys to the Premises to the Lessor.

RULES AND REGULATIONS

39. Lessee and Lessee's agents, employees, licensees and invitees shall
faithfully observe and strictly comply with the Rules and Regulations appearing
at the end of this Lease and made a part hereof, and with such further
reasonable Rules and Regulations as Lessor may, after notice to Lessee, from
time to time adopt. Nothing in this Lease contained shall be construed to impose
upon Lessor any duty or obligation to enforce the Rules and Regulations in any
other lease as against any other lessee, and Lessor shall not be liable to
Lessor for violation of the same by any other lessee or the agents, employees,
licensees or invitees of such other lessee.

ADDITIONAL TERMS

40. Check here if Addendum attached hereto and notate number.

[ ] None

<PAGE>

                              RULES AND REGULATIONS
                     NORTHERN OHIO PROPERTY MANAGEMENT, LLC

1. WINDOWS AND PROJECTIONS: Neither windows or doors may be replaced or altered
without written consent. Nothing shall be affixed to or projected beyond the
outside of the Building by Lessee without the prior written consent of Lessor.
If Lessee desires and Lessor permits, blinds, shades, or other form of outside
or inside window covering, they shall be furnished and installed at the expense
of Lessee and must be of such shape, color, material and make as are approved by
Lessor.

2. ADVERTISING AND SIGNS: It is understood by Lessee that in order to preserve
the aesthetic appeal of the premises, Lessee shall not post any signs in the
windows of the premises or outside of the premises which in any way are visible
to the public unless approved by prior written consent of Lessor.

3. BICYCLES AND ANIMALS: Unless expressly permitted by Lessor, no bicycle or
other vehicle and no animal shall be brought or permitted to be in the Building
or any part thereof.

4. PARKING: Parking of vehicles and/or exterior equipment shall only be
permitted in designated spaces only along the exterior walls of Leased Premises.
Lessee shall not permit its agents, employees, licensees, invitees or
contractors to park anywhere else on the property without written permission
from Lessor.

5. CLOSING AND LOCKING DOORS/WINDOWS: Unless expressly permitted by Lessor, all
doors to said premises are to be kept closed at all times except when in actual
use for entrance to or exit from said premises. Lessee shall be responsible for
locking of doors and closing of transoms and windows in and to said premises.
Lessee shall be responsible for any damage or loss resulting from violation of
this rule.

6. MACHINERY: Unless Lessor gives prior written consent in every instance,
Lessee shall not install or operate any steam or internal combustion engine,
boiler, machinery, refrigerating or heating device or air-conditioning apparatus
in or about said premises, or carry on any mechanical business therein. All
equipment of any electrical or mechanical nature shall be placed in settings
which absorb and prevent vibration, noise, or annoyance or the spillage or
leakage of fluids, oils or grease on the floors of Premises.

7. YARD MAINTENANCE: Lessee agrees to keep the exterior of Leased Premises clean
and clear including but not limited to sideways, driveways, docks, and other
adjacent areas. Under no circumstances is rubbish waiting to be removed to be
allowed to become unsightly and odorous and in no circumstance should any
organic or volatile materials be stored or spilled on the grounds. Spillage of
any volatile organic substances must be remediated immediately.

8. FLAMMABLE MATERIALS: No article hazardous on account of fire, and no
explosive shall be brought into said premises or stored on the grounds.

<PAGE>

9. NOISES AND OTHER NUISANCES: Lessee shall not make or permit any noise or odor
that is objectionable to Lessor or to other occupants of the property to emanate
from Leased Premises, and shall not create or maintain a nuisance therein, and
shall not disturb, solicit or canvass any occupant of the property, and shall
not do any act tending to injure the reputation of the premises. Lessee shall
not install or operate any radio, television, musical instrument or similar
device in the Building without prior approval of Lessor. The use thereof, if
permitted, shall be subject to control by Lessor to the end that others shall
not be disturbed or annoyed.

10. ANTENNAE, WIRES, ETC.: No electrical wires, telegraphs, telegraph call
boxes, antennae, satellite dishes, aerial wires or other electrical equipment or
apparatus shall be installed inside or outside of Building without approval of
Lessor.

11. LODGING, ETC.: The Leased Premises shall not be used for lodging or sleeping
purposes, and no cooking of food shall be done therein.

12. ADDITIONAL RULES: Lessor reserves the right to make such other and further
Rules and Regulations as in Lessor's judgment may from time to time be needful
or desirable for the safety, care, cleanliness and efficient operation of the
Building and property and for the preservation of good order therein.

13. UNIFORMITY OF APPEARANCE: Lessee acknowledges that it is of utmost
importance to Lessor that the appearance of the various suites occupied by
lessees of the Building and property be uniform and compatible as to colors,
materials, window treatments, wall and floor coverings, furniture and
furnishings and consistent with the architecture and appearance of the Building.
Accordingly, Lessor reserves the right to approve or disapprove all of the
foregoing before the same are installed or constructed by Lessee or brought upon
the Premises by Lessee. It shall be the obligation of Lessee before installing
or construction of any of the foregoing or bringing any of the foregoing upon
the Premises to submit detailed plans, specifications and colors to Lessor, in
writing, for the approval or disapproval of Lessor. In the event of disapproval,
Lessor shall specifically state, as to each item disapproved, an alternate
thereto which is satisfactory to Lessor and accordingly, when submitted, will be
approved by Lessor. If so requested by Lessee, Lessor will consult with Lessee
and develop plans, specifications and colors which, when re-submitted to Lessor,
will be approved by Lessor. In exercising the rights herein, Lessor agrees that
it will not unreasonably withhold or delay its approvals. If Lessor does not
disapprove Lessee's plans, specifications and colors within 21 days following
submission thereof by Lessee, such plans, specifications and colors shall be
deemed to have been approved by Lessor.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have signed and sealed this Lease as of
this 23rd day of August, 2006.

By LESSEE:


/s/ Sally J.W. Ramsey
- -------------------------------------
                          (signature)
Sally J.W. Ramsey
               (print name and title)


By LESSEE:


/s/ Nick [illegible], Partner
- -------------------------------------
                          (signature)

Nick [illegible], Partner
               (print name and title)


WITNESS:


- -------------------------------------

- -------------------------------------
                       (As to Lessee)

<PAGE>

AS TO LESSEE:

STATE/COMMONWEALTH OF _______________

SS: _________________________________

COUNTY of ___________________________

BEFORE ME, a Notary Public in and for said county and state, personally appeared
the above-named(s) ___________________ ____________________________________ who
acknowledged that they did sign the foregoing instrument, that the same is their
free act and deed, and that the statements contained therein are true, and that
they have personal knowledge of the same.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
________________ County, ____________ this _____ day of _____________, 200__.


- -------------------------------------
                        Notary Public


By Northern Ohio Property Management, LLC:


- -------------------------------------
                          (signature)

- -------------------------------------
               (print name and title)


By Northern Ohio Property Management, LLC:


- -------------------------------------
                          (signature)

- -------------------------------------
               (print name and title)

<PAGE>

WITNESS:


- -------------------------------------

- -------------------------------------
                       (As to Lessor)


AS TO LESSOR:

STATE OF OHIO

                SS:

SUMMIT COUNTY

BEFORE ME, a Notary Public in and for said county and state, personally appeared
the above-named(s) ___________________ ____________________________________ who
acknowledged that they did sign the foregoing instrument, that the same is their
free act and deed, and that the statements contained therein are true, and that
they have personal knowledge of the same.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Summit
County, Ohio this _____ day of _____________, 200__.


- -------------------------------------
                        Notary Public
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>22
<FILENAME>k16632exv10w18.txt
<DESCRIPTION>2007 STOCK OPTION AND RESTRICTED STOCK PLAN
<TEXT>
<PAGE>

                                                                   Exhibit 10.18

                             ECOLOGY COATINGS, INC.

                   2007 STOCK OPTION AND RESTRICTED STOCK PLAN

1. PURPOSES.

     (A) BACKGROUND. This 2007 Stock Option and Restricted Stock Plan was
adopted on January 10, 2007 by the Board of Directors, subject to the approval
of the Company's stockholders. Options granted under the Plan prior to the
stockholders' approval will be effective as of their respective dates of grant
upon approval of the stockholders.

     (B) ELIGIBLE AWARD RECIPIENTS. The persons eligible to receive Awards are
the Employees, Directors and Consultants of the Company and its Affiliates.

     (C) AVAILABLE AWARDS. The purpose of the Plan is to provide a means by
which eligible recipients may be given an opportunity to benefit from increases
in value of the Common Stock through the granting of the following: (i)
Incentive Stock Options, (ii) Nonqualified Stock Options, (iii) rights to
acquire restricted stock, and (iv) stock appreciation rights.

     (D) GENERAL PURPOSE. The Company, by means of the Plan, seeks to retain the
services of the group of persons eligible to receive Awards, to secure and
retain the services of new members of this group and to provide incentives for
such persons to exert maximum efforts for the success of the Company and its
Affiliates.

2. DEFINITIONS.

     (A) "AFFILIATE" means any entity that controls, is controlled by, or is
under common control with the Company.

     (B) "AWARD" means any right granted under the Plan, including an Option, a
right to acquire restricted Common Stock, and a stock appreciation right.

     (C) "AWARD AGREEMENT" means a written agreement between the Company and a
holder of an Award (other than an Option) evidencing the terms and conditions of
an individual Award grant.

     (D) "BOARD" means the board of directors of the Company.

     (E) "CODE" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations promulgated thereunder.

     (F) "COMMITTEE" means a pre-existing or newly formed committee of members
of the Board appointed by the Board in accordance with subsection 3(c).

     (G) "COMMON STOCK" means shares of the Company's common stock, no par value
per share, and other rights with respect to such shares.

<PAGE>

     (H) "COMPANY" means Ecology Coatings, Inc., a California corporation.

     (I) "CONSULTANT" means any person who is not an Employee or Director and
who is retained by the Company or an Affiliate pursuant to a consulting
agreement.

     (J) "CONTINUOUS SERVICE" means that the Participant's service with the
Company or an Affiliate, whether as an Employee, Director or Consultant is not
interrupted or terminated. Unless otherwise provided in an Award Agreement or
Option Agreement, as applicable, the Participant's Continuous Service shall not
be deemed to have terminated merely because of a change in the capacity in which
the Participant renders service to the Company or an Affiliate as an Employee,
Director or Consultant or a change in the entity for which the Participant
renders such service, provided, that there is no interruption or termination of
the Participant's service to the Company or an Affiliate as an Employee,
Director or Consultant. The Board, in its sole discretion, may determine whether
Continuous Service shall be considered interrupted in the case of any leave of
absence, including sick leave, military leave or any other personal leave.

     (K) "COVERED EMPLOYEE" means the Company's chief executive officer and the
four (4) other highest compensated officers of the Company for whom total
compensation is required to be reported to stockholders under the Exchange Act,
as determined for purposes of Section 162(m) of the Code.

     (L) "DIRECTOR" means a member of the Board of Directors of the Company.

     (M) "DISABILITY" means the Participant's inability, due to illness,
accident, injury, physical or mental incapacity or other disability, to carry
out effectively the duties and obligations to the Company and its Affiliates
performed by such person immediately prior to such disability for a period of at
least six (6) months, as determined in the good faith judgment of the Board.

     (N) "DOLLARS" or "$" means United States dollars.

     (O) "EMPLOYEE" means any person employed by the Company or an Affiliate.
Service as a Director or payment of a Director's fee by the Company or an
Affiliate alone shall not be sufficient to constitute "employment" by the
Company or an Affiliate.

     (P) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     (Q) "FAIR MARKET VALUE" means, as of any date, the value of the Common
Stock determined as follows:

          (I) If the Common Stock is listed on any established stock exchange,
or traded on the Nasdaq National Market, the Nasdaq SmallCap Market or the
Nasdaq OTC Bulletin Board, the Fair Market Value of the Common Stock shall be
the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or market (or the exchange or market with
the greatest volume of trading in Common Stock if such stock is traded on more
than one such exchange or market) on the last market trading day prior to the
day of determination, as reported by such exchange or market or such other
source as the Board reasonably deems reliable.


                                       2

<PAGE>

          (II) In the absence of such markets for the Common Stock, the Fair
Market Value shall be determined in good faith by the Board.

     (R) "INCENTIVE STOCK OPTION" means an option designated as an incentive
stock option in an Option Agreement and that is granted in accordance with the
requirements of, and that conforms to the applicable provisions of, Section 422
of the Code.

     (S) "INDEPENDENT DIRECTOR" means (i) a Director who satisfies the
definition of Independent Director or similar definition under the applicable
stock exchange or Nasdaq rules and regulations upon which the Common Stock is
traded from time to time and (ii) a Director who either (A) is not a current
employee of the Company or an "affiliated corporation" (within the meaning of
Treasury Regulations promulgated under Section 162(m) of the Code), is not a
former employee of the Company or an "affiliated corporation" receiving
compensation for prior services (other than benefits under a tax qualified
pension plan), was not an officer of the Company or an "affiliated corporation"
at any time and is not currently receiving direct or indirect remuneration from
the Company or an "affiliated corporation" for services in any capacity other
than as a Director or (B) is otherwise considered an "outside director" for
purposes of Section 162(m) of the Code.

     (T) "NONQUALIFIED STOCK OPTION" means an option that is not designated in
an Option Agreement as an Incentive Stock Option or was not granted in
accordance with the requirements of, and does not conform to the applicable
provisions of, Section 422 of the Code.

     (U) "OFFICER" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

     (V) "OPTION" means an Incentive Stock Option or a Nonqualified Stock Option
granted pursuant to the Plan.

     (W) "OPTION AGREEMENT" means a written agreement between the Company and an
Optionholder evidencing the terms and conditions of an individual Option grant.

     (X) "OPTIONHOLDER" means a person to whom an Option is granted pursuant to
the Plan or, if applicable, such other person who holds an outstanding Option.

     (Y) "PARTICIPANT" means a person to whom an Award is granted pursuant to
the Plan or, if applicable, such other person who holds an outstanding Award.

     (Z) "PLAN" means this Ecology Coatings, Inc. 2007 Stock Option and
Restricted Stock Plan.

     (AA) "RULE 16B-3" means Rule 16b-3 promulgated under the Exchange Act or
any successor to Rule 16b-3, as in effect from time to time.

     (BB) "SECURITIES ACT" means the Securities Act of 1933, as amended.

     (CC) "TEN PERCENT STOCKHOLDER" means a person who owns (or is deemed to own
pursuant to Section 424(d) of the Code) stock possessing more than ten percent
(10%) of the


                                       3

<PAGE>

total combined voting power of all classes of stock of the Company or any parent
corporation or any subsidiary corporation, both as defined in Section 424 of the
Code.

3. ADMINISTRATION.

     (A) ADMINISTRATION BY BOARD. The Board shall administer the Plan unless and
until the Board delegates administration to a Committee, as provided in
subsection 3(c). The Board may, at any time and for any reason in its sole
discretion, rescind some or all of such delegation.

     (B) POWERS OF BOARD. The Board shall have the power, subject to, and within
the limitations of, the express provisions of the Plan:

          (I) To determine from time to time which of the persons eligible under
the Plan shall be granted Awards; when and how each Award shall be granted; what
type or combination of types of Award shall be granted; the provisions of each
Award granted (which need not be identical), including the time or times when a
person shall be permitted to receive Common Stock pursuant to an Award; and the
number of shares of Common Stock with respect to which an Award shall be granted
to each such person.

          (II) To construe and interpret the Plan, Awards granted under it,
Option Agreements and Award Agreements, and to establish, amend and revoke rules
and regulations for their administration. The Board, in the exercise of this
power, may correct any defect, omission or inconsistency in the Plan or in any
Option Agreement or Award Agreement, in a manner and to the extent it shall deem
necessary or expedient to make the Plan fully effective.

          (III) To amend the Plan, an Award, an Award Agreement or an Option
Agreement as provided in Section 12, provided, that the Board shall not amend
the exercise price of an option, the Fair Market Value of an Award or extend the
term of an Option or Award without obtaining the approval of the stockholders if
required by the rules of any stock exchange upon which the Common Stock is
listed.

          (IV) Generally, to exercise such powers and to perform such acts as
the Board deems necessary or expedient to promote the best interests of the
Company which are not in conflict with the provisions of the Plan.

     (C) DELEGATION TO COMMITTEE.

          (I) GENERAL. The Board may delegate administration of the Plan and its
powers and duties thereunder to a Committee or Committees, and the term
"Committee" shall apply to any person or persons to whom such authority has been
delegated. Upon such delegation, the Committee shall have the powers theretofore
possessed by the Board, including the power to delegate to a subcommittee any of
the administrative powers the Committee is authorized to exercise (and
references in this Plan to the Board shall thereafter be deemed to include the
Committee or subcommittee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board. In its absolute discretion, the Board may at any time and
from time to time exercise any and all rights and duties of the Committee under
this Plan, except respecting matters under Rule 16b-3 of the


                                       4

<PAGE>

Exchange Act or Section 162(m) of the Code, or any rules or regulations issued
thereunder, which are required to be determined in the sole discretion of the
Committee.

          (II) COMMITTEE COMPOSITION. A Committee shall consist solely of two or
more Directors. After the Company appoints or elects at least two Independent
Directors, the Committee shall consist solely of two or more Independent
Directors. Within the scope of its authority, the Board or the Committee may (1)
delegate to a committee of one or more members of the Board who are not
Independent Directors the authority to grant Awards to eligible persons who are
either (a) not then Covered Employees and are not expected to be Covered
Employees at the time of recognition of income resulting from such Award or (b)
not persons with respect to whom the Company wishes to comply with Section
162(m) of the Code, and/or (2) delegate to a committee of one or more members of
the Board who are not Independent Directors or to the Company's Chief Executive
Officer the authority to grant Awards to eligible persons who are not then
subject to Section 16 of the Exchange Act.

     (D) EFFECT OF BOARD'S DECISION; NO LIABILITY. All determinations,
interpretations and constructions made by the Board in good faith shall not be
subject to review by any person and shall be final, binding and conclusive on
all persons. No member of the Board or the Committee or any person to whom
duties hereunder have been delegated shall be liable for any action,
interpretation or determination made in good faith, and such persons shall be
entitled to full indemnification and reimbursement consistent with applicable
law and in the manner provided in the Company's Articles of Incorporation and
Bylaws, as the same may be amended from time to time, or as otherwise provided
in any agreement between any such member and the Company.

4. STOCK SUBJECT TO THE PLAN.

     (A) STOCK RESERVE. Subject to the provisions of Section 11 relating to
adjustments upon changes in Common Stock, the shares of Common Stock that may be
issued pursuant to Awards shall not exceed in the aggregate four million five
hundred thousand (4,500,000) shares of Common Stock.

     (B) REVERSION OF STOCK TO THE STOCK RESERVE. If any Award shall for any
reason expire or otherwise terminate, in whole or in part, without having been
exercised in full, the shares of Common Stock not acquired under such Award
shall revert to and again become available for issuance under the Plan.

     (C) SOURCE OF STOCK. The Common Stock subject to the Plan may be unissued
stock or reacquired stock, bought on the market or otherwise.

5. ELIGIBILITY.

     (A) ELIGIBILITY FOR SPECIFIC AWARDS. Incentive Stock Options may be granted
only to Employees. Awards other than Incentive Stock Options may be granted to
Employees, Directors and Consultants.

     (B) TEN PERCENT STOCKHOLDERS. A Ten Percent Stockholder shall not be
granted an Incentive Stock Option unless the exercise price of such Option is at
least one hundred ten


                                       5

<PAGE>

percent (110%) of the Fair Market Value of the Common Stock at the date of grant
and the Option is not exercisable after the expiration of five (5) years from
the date of grant.

6. OPTION PROVISIONS.

     Each Option Agreement shall be subject to the terms and conditions of this
Plan. Each Option and Option Agreement shall be in such form and shall contain
such terms and conditions as the Board shall deem appropriate. All Options shall
be separately designated Incentive Stock Options or Nonqualified Stock Options
at the time of grant, and, if certificates are issued, a separate certificate or
certificates will be issued for the shares of Common Stock purchased on exercise
of each type of Option. The provisions of separate Options need not be
identical.

     (A) PROVISIONS APPLICABLE TO ALL OPTIONS.

          (I) CONSIDERATION. The purchase price of the shares of Common Stock
acquired pursuant to an Option shall be paid in (i) cash in Dollars at the time
the Option is exercised; (ii) withheld shares of Common Stock upon exercise of
an Option having a Fair Market Value at the time the Option is exercised equal
to the purchase price (plus applicable withholding tax), with the prior approval
of the Company; (iii) shares of Common Stock owned by the Optionholder having a
Fair Market Value at the time the Option is exercised equal to the purchase
price (plus the applicable withholding tax), with the prior approval of the
Company; or (iv) any combination of the foregoing with the prior approval of the
Company.

          (II) VESTING GENERALLY. An Option may (A) vest, and therefore become
exercisable, in periodic installments that may, but need not, be equal, or (B)
be fully vested at the time of grant. The Option may be subject to such other
terms and conditions on the time or times when it may be exercised (which may be
based on performance or other criteria) as the Board may deem appropriate. The
vesting provisions, if any, of individual Options may vary. The provisions of
this subsection 6(a)(ii) are subject to any Option Agreement provisions
governing the minimum number of Common Stock as to which an Option may be
exercised.

          (III) TERMINATION OF CONTINUOUS SERVICE. Unless otherwise provided in
the Option Agreement, in the event an Optionholder's Continuous Service
terminates (other than upon the Optionholder's death, Disability, retirement or
as a result of a Change of Control), all Options held by the Optionholder shall
immediately terminate; provided, however, that an Option Agreement may provide
that if an Optionholder's Continuous Service is terminated for reasons other
than for cause, all vested Options held by such person shall continue to be
exercisable until the earlier of the expiration date of such Option or ninety
(90) days after the date of such termination. All such vested Options not
exercised within the period described in the preceding sentence shall terminate.

          (IV) DISABILITY OR DEATH OF OPTIONHOLDER. Unless otherwise provided in
the Option Agreement, in the event of an Optionholder's Disability or death, all
unvested Options shall immediately terminate, and all vested Options held by
such person shall continue to be exercisable for twelve (12) months after the
date of such Disability or death. All such vested Options not exercised within
such twelve (12) month period shall terminate.


                                       6

<PAGE>

          (V) RETIREMENT. Unless otherwise provided in the Option Agreement, in
the event of the Optionholder's retirement, all unvested Options shall
automatically vest on the date of such retirement and all Options shall be
exercisable for the earlier of twelve (12) months after such retirement date or
the expiration date of such Options. All such Options not exercised within the
period described in the preceding sentence shall terminate.

     (B) PROVISIONS APPLICABLE TO INCENTIVE STOCK OPTIONS.

          (I) TERM. Subject to the provisions of subsection 5(b) regarding Ten
Percent Stockholders, no Incentive Stock Option shall be exercisable after the
expiration of ten (10) years from the date it was granted. Further, no grant of
an Incentive Stock Option shall be made under this Plan more than ten (10) years
after the date the Plan is approved by the stockholders of the Company.

          (II) EXERCISE PRICE OF AN INCENTIVE STOCK OPTION. Subject to the
provisions of subsection 5(b) regarding Ten Percent Stockholders, the exercise
price of each Incentive Stock Option shall be not less than one hundred percent
(100%) of the Fair Market Value of the Common Stock subject to the Option on the
date the Option is granted.

          (III) TRANSFERABILITY OF AN INCENTIVE STOCK OPTION. An Incentive Stock
Option shall not be transferable except by will or by the laws of descent and
distribution and shall be exercisable during the lifetime of the Optionholder
only by the Optionholder.

          (IV) INCENTIVE STOCK OPTION $100,000 LIMITATION. Notwithstanding any
other provision of the Plan or an Option Agreement, the aggregate Fair Market
Value of the Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by an Optionholder in any calendar year, under
the Plan or any other option plan of the Company or its Affiliates, shall not
exceed One Hundred Thousand Dollars ($100,000). For this purpose, the Fair
Market Value of the Common Stock shall be determined as of the time an Option is
granted. The Options or portions thereof which exceed such limit (according to
the order in which they were granted) shall be treated as Nonqualified Stock
Options.

     (C) PROVISIONS APPLICABLE TO NONQUALIFIED STOCK OPTIONS.

          (I) EXERCISE PRICE OF A NONQUALIFIED STOCK OPTION. The exercise price
of each Nonqualified Stock Option shall be not less than one hundred percent
(100%) of the Fair Market Value of the Common Stock subject to the Option on the
date the Option is granted.

          (II) TRANSFERABILITY OF A NONQUALIFIED STOCK OPTION. A Nonqualified
Stock Option shall be transferable, if at all, to the extent provided in the
Option Agreement. If the Option Agreement does not provide for transferability,
then the Nonqualified Stock Option shall not be transferable except by will or
by the laws of descent and distribution and shall be exercisable during the
lifetime of the Optionholder only by the Optionholder.

7. PROVISIONS OF AWARDS OTHER THAN OPTIONS.

     (A) RESTRICTED STOCK AWARDS. Each restricted stock Award agreement shall be
in such form and shall contain such restrictions, terms and conditions, if any,
as the Board shall


                                       7

<PAGE>

deem appropriate and shall be subject to the terms and conditions of this Plan.
The terms and conditions of restricted stock Award Agreements may change from
time to time, and the terms and conditions of separate restricted stock Award
Agreements need not be identical, but each restricted stock Award Agreement
shall include (through incorporation of provisions hereof by reference in the
agreement or otherwise) the substance of each of the following provisions:

          (I) CONSIDERATION. A restricted stock Award may be awarded in
consideration for past services actually rendered, or for future services to be
rendered, to the Company or an Affiliate for its benefit.

          (II) VESTING. Common Stock awarded under the restricted stock Award
Agreement may (A) be subject to a vesting schedule to be determined by the Board
or (B) be fully vested at the time of grant.

          (III) TERMINATION OF PARTICIPANT'S CONTINUOUS SERVICE. Unless
otherwise provided in the restricted stock Award Agreement, in the event a
Participant's Continuous Service terminates prior to a vesting date set forth in
the restricted stock Award Agreement, any unvested restricted stock Award shall
be forfeited and automatically transferred to and reacquired by the Company at
no cost to the Company, and neither the Participant nor his or her heirs,
executors, administrators or successors shall have any right or interest in the
restricted stock Award. Notwithstanding the foregoing, unless otherwise provided
in the restricted stock Award agreement, in the event a Participant's Continuous
Service terminates as a result of (A) being terminated by the Company for
reasons other than for cause, (B) death, (C) Disability, (D) retirement, or (E)
a Change of Control (subject to the provisions of Section 11(c) hereof), then
any unvested restricted stock Award shall vest immediately upon such date.

          (IV) TRANSFERABILITY. Rights to acquire Common Stock under the
restricted stock Award Agreement shall be transferable by the Participant only
upon such terms and conditions as are set forth in the restricted stock Award
Agreement, as the Board shall determine in its discretion, so long as Common
Stock awarded under the restricted stock Award Agreement remain subject to the
terms of the restricted stock Award Agreement.

     (B) GRANT OF STOCK APPRECIATION RIGHTS. Stock appreciation rights to
receive in shares of Common Stock the excess of the Fair Market Value of Common
Stock on the date the rights are surrendered over the Fair Market Value of
Common Stock on the date of grant may be granted to any Employee or Director
selected by the Board. A stock appreciation right may be granted (i) in
connection and simultaneously with the grant of another Award, (ii) with respect
to a previously granted Award, or (iii) independent of another Award. A stock
appreciation right shall be subject to such terms and conditions not
inconsistent with this Plan as the Board shall impose and shall be evidenced by
a written stock appreciation right agreement, which shall be executed by the
Participant and an authorized officer of the Company. The Board, in its
discretion, may determine whether a stock appreciation right is to qualify as
performance-based compensation as described in Section 162(m)(4)(C) of the Code
and stock appreciation right agreements evidencing stock appreciation rights
intended to so qualify shall contain such terms and conditions as may be
necessary to meet the applicable provisions of Section 162(m) of the Code. The
Board may, in its discretion and on such terms as it deems appropriate, require
as a condition of the grant of a stock appreciation right that the Participant
surrender for cancellation


                                       8

<PAGE>

some or all of the Awards previously granted to such person under this Plan or
otherwise. A stock appreciation right, the grant of which is conditioned upon
such surrender, may have an exercise price lower (or higher) than the exercise
price of the surrendered Award, may contain such other terms as the Board deems
appropriate, and shall be exercisable in accordance with its terms, without
regard to the number of shares, price, exercise period or any other term or
condition of such surrendered Award.

8. AVAILABILITY OF STOCK.

     Subject to the restrictions set forth in Section 4(a), during the terms of
the Awards, the Company shall keep available at all times the number of shares
of Common Stock required to satisfy such Awards.

9. USE OF PROCEEDS FROM STOCK.

     Proceeds from the sale of Common Stock pursuant to Awards shall constitute
general funds of the Company.

10. MISCELLANEOUS.

     (A) EXERCISE OF AWARDS. Awards shall be exercisable at such times, or upon
the occurrence of such event or events as the Board shall determine at or
subsequent to grant. Awards may be exercised in whole or in part. Common Stock
purchased upon the exercise of an Award shall be paid for in full at the time of
such purchase.

     (B) ACCELERATION OF EXERCISABILITY AND VESTING. The Board shall have the
power to accelerate the time at which an Award may first be exercised or the
time during which an Award or any part thereof will vest in accordance with the
Plan, notwithstanding the provisions in the Award stating the time at which it
may first be exercised or the time during which it will vest.

     (C) STOCKHOLDER RIGHTS.

          (I) OPTIONS. Unless otherwise provided in and upon the terms and
conditions in the Option Agreement, no Participant shall be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any Common
Stock subject to an Option unless and until such Participant has satisfied all
requirements for exercise of, and has exercised, the Option pursuant to its
terms.

          (II) RESTRICTED STOCK. Unless otherwise provided in and upon the terms
and conditions in the restricted stock Award Agreement, a Participant shall have
the right to receive all dividends and other distributions paid or made
respecting such restricted stock, provided, however, that no unvested restricted
stock shall have any voting rights of a stockholder respecting such unvested
restricted stock unless and until such unvested restricted stock become vested.

     (D) NO EMPLOYMENT OR OTHER SERVICE RIGHTS. Nothing in the Plan or any
instrument executed or Award granted pursuant thereto shall confer upon any
Participant any right to continue to serve the Company or an Affiliate in the
capacity in effect at the time the Award was


                                       9

<PAGE>

granted, or any other capacity, or shall affect the right of the Company or an
Affiliate to terminate with or without notice and with or without cause (i) the
employment of an Employee or an Affiliate or (ii) the service of a Director of
the Company or an Affiliate.

     (E) WITHHOLDING OBLIGATIONS. If the Company has or will have a legal
obligation to withhold the taxes related to the grant, vesting or exercise of
the Award, such Award may not be granted, vested or exercised in whole or in
part, unless such tax obligation is first satisfied in a manner satisfactory to
the Company. To the extent provided by the terms of an Award Agreement or Option
Agreement, the Participant may satisfy any federal, state or local tax
withholding obligation relating to the exercise or acquisition of Common Stock
under an Award by any of the following means (in addition to the Company's right
to withhold from any compensation paid to the Participant by the Company) or by
a combination of such means: (i) tendering a cash payment in Dollars; (ii)
authorizing the Company to withhold Common Stock from the Common Stock otherwise
issuable to the Participant as a result of the exercise or acquisition of Common
Stock under the Award, provided, however, that no shares of Common Stock are
withheld with a value exceeding the minimum amount of tax required to be
withheld by law; or (iii) delivering to the Company owned and unencumbered
Common Stock.

     (F) LISTING AND QUALIFICATION OF STOCK. This Plan and the grant and
exercise of Awards hereunder, and the obligation of the Company to sell and
deliver Common Stock under such Awards, shall be subject to all applicable
United States federal and state laws, rules and regulations, and any other laws
applicable to the Company, and to such approvals by any government or regulatory
agency as may be required. The Company, in its discretion, may postpone the
issuance or delivery of Common Stock upon any exercise of an Award until
completion of any stock exchange listing, or the receipt of any required
approval from any stock exchange or other qualification of such Common Stock
under any United States federal or state law rule or regulation as the Company
may consider appropriate, and may require any individual to whom an Award is
granted, such individual's beneficiary or legal representative, as applicable,
to make such representations and furnish such information as the Board may
consider necessary, desirable or advisable in connection with the issuance or
delivery of the Common Stock in compliance with applicable laws, rules and
regulations.

     (G) NON-UNIFORM DETERMINATIONS. The Board's determinations under this Plan
(including, without limitation, determinations of the persons to receive Awards,
the form, term, provisions, amount and timing of the grant of such Awards and of
the agreements evidencing the same) need not be uniform and may be made by it
selectively among persons who receive, or are eligible to receive, Awards under
this Plan, whether or not such persons are similarly situated.

11. ADJUSTMENTS UPON CHANGES IN STOCK.

     (A) CAPITALIZATION ADJUSTMENTS. If any change is made in the Common Stock
subject to the Plan, or subject to any Award, without the receipt of
consideration by the Company (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of stock, exchange of
stock, change in corporate structure or other transaction), the Plan will be
appropriately adjusted in the class(es) and maximum number of securities subject
to the Plan pursuant to subsection 4(a) and the maximum number of securities
subject to award to any


                                       10

<PAGE>

person pursuant to subsection 5(c), and the outstanding Awards will be
appropriately adjusted in the class(es) and number of securities and price per
stock of Common Stock subject to such outstanding Awards. The Board shall make
such adjustments, and its determination shall be final, binding and conclusive.
(The conversion of any convertible securities of the Company shall not be
treated as a transaction "without receipt of consideration" by the Company.)

     (B) DISSOLUTION OR LIQUIDATION. In the event of a dissolution or
liquidation of the Company, then all outstanding Awards shall terminate
immediately prior to such event.

     (C) ASSET SALE, MERGER, CONSOLIDATION OR REVERSE MERGER. In the event of a
Change of Control (as defined below), any unvested Awards shall vest immediately
prior to the closing of the Change of Control, and the Board shall have the
power and discretion to provide for the Participant's election alternatives
regarding the terms and conditions for the exercise of, or modification of, any
outstanding Awards granted hereunder, provided, however, that such alternatives
shall not affect the then current exercise provisions without such Participant's
consent. The Board may provide that Awards granted hereunder must be exercised
in connection with the closing of such transaction, and that if not so exercised
such Awards will expire. Any such determinations by the Board may be made
generally with respect to all Participants, or may be made on a case-by-case
basis with respect to particular Participants. For the purpose of this Plan, a
"Change of Control" shall have occurred in the event one or more persons acting
individually or as a group (i) acquires sufficient additional stock to
constitute more than fifty percent (50%) of (A) the total Fair Market Value of
all Common Stock issued and outstanding or (B) the total voting power of all
shares of capital stock authorized to vote for the election of directors; (ii)
acquires, in a twelve (12) month period, thirty-five percent (35%) or more of
the voting power of all shares of capital stock authorized to vote for the
election of directors, or alternatively a majority of the members of the board
is replaced during any twelve (12) month period by directors whose appointment
was not endorsed by a majority of the members of the board; or (iii) acquires,
during a twelve (12) month period, more than forty percent (40%) of the total
gross fair market value of all of the Company's assets. Notwithstanding the
foregoing, the provisions of this Section 11(c) shall not apply to (i) any
transaction involving any stockholder that individually or as a group owns more
than fifty percent (50%) of the outstanding Common Stock on the date this Plan
is approved by the Company's stockholders, until such time as such stockholder
first owns less than forty percent (40%) of the total outstanding Common Stock,
or (ii) any transaction undertaken for the purpose of reincorporating the
Company under the laws of another jurisdiction, if such transaction does not
materially affect the beneficial ownership of the Company's capital stock.

12. AMENDMENT OF THE PLAN AND AWARDS.

     (A) AMENDMENT OF PLAN. The Board at any time, and from time to time, may
amend the Plan. However, except as provided in Section 11 relating to
adjustments upon changes in Common Stock, no amendment shall be effective unless
approved by the stockholders of the Company to the extent stockholder approval
is necessary to satisfy the requirements of Section 422 of the Code, Rule 16b-3
or any applicable Nasdaq or securities exchange listing requirements.


                                       11

<PAGE>

     (B) STOCKHOLDER APPROVAL. The Board may, in its sole discretion, submit any
other amendment to the Plan for stockholder approval, including, but not limited
to, amendments to the Plan intended to satisfy the requirements of Section
162(m) of the Code and the regulations thereunder regarding the exclusion of
performance-based compensation from the limit on corporate deductibility of
compensation paid to certain executive officers.

     (C) CONTEMPLATED AMENDMENTS. It is expressly contemplated that the Board
may amend the Plan in any respect the Board deems necessary or advisable to
provide eligible Employees with the maximum benefits provided or to be provided
under the provisions of the Code and the regulations promulgated thereunder
relating to Incentive Stock Options and/or to bring the Plan and/or Incentive
Stock Options granted under it into compliance therewith.

     (D) NO IMPAIRMENT OF RIGHTS. Rights under any Award granted before
amendment of the Plan shall not be impaired by any amendment of the Plan unless
the Participant consents in writing.

     (E) AMENDMENT OF AWARDS. Subject to Section 3(b)(iii), the Board at any
time, and from time to time, may amend the terms of any one or more Awards;
provided, however, that the rights under any Award shall not be impaired by any
such amendment unless the applicable Participant consents in writing.

13. TERMINATION OR SUSPENSION OF THE PLAN.

     (A) PLAN TERM. The Board may suspend or terminate the Plan at any time.
Unless sooner terminated, the Plan shall terminate on the day before the tenth
(10th) anniversary of the date the Plan is adopted by the stockholders of the
Company. No Awards may be granted under the Plan while the Plan is suspended or
after it is terminated.

     (B) NO IMPAIRMENT OF RIGHTS. Suspension or termination of the Plan shall
not impair rights and obligations under any Award granted while the Plan is in
effect except with the written consent of the Participant.

     (C) SAVINGS CLAUSE. This Plan is intended to comply in all aspects with
applicable laws and regulations. In case any one more of the provisions of this
Plan shall be held invalid, illegal or unenforceable in any respect under
applicable law or regulation, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby and
the invalid, illegal or unenforceable provision shall be deemed null and void;
however, to the extent permissible by law, any provision which could be deemed
null and void shall first be construed, interpreted or revised retroactively to
permit this Plan to be construed in compliance with all applicable laws so as to
foster the intent of this Plan.

14. EFFECTIVE DATE OF THE PLAN.

     The Plan shall become effective as determined by the Board, but no Award
shall be exercised (or, in the case of a restricted stock Award, shall be
granted) unless and until the Plan has been approved by the stockholders of the
Company, which approval shall be within twelve (12) months before or after the
date the Plan is adopted by the Board.


                                       12

<PAGE>

15. CHOICE OF LAW.

     The law of the state of Nevada shall govern all questions concerning the
construction, validity and interpretation of this Plan, without regard to such
state's conflict of laws rules.


                                       13
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>23
<FILENAME>k16632exv10w19.txt
<DESCRIPTION>FORM OF STOCK OPTION AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.19

                             ECOLOGY COATINGS, INC.

                   2007 STOCK OPTION AND RESTRICTED STOCK PLAN

                             STOCK OPTION AGREEMENT

     Unless otherwise defined herein, the terms defined in the Plan shall have
the same defined meanings in this Option Agreement.

I.   NOTICE OF STOCK OPTION GRANT

     Optionee's Name and Address:

     You have been granted an option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Option Agreement, as
follows:

     Date of Grant:                  __________

     Exercise Price per Share:       __________

     Total Number of Shares Granted: __________

     Total Exercise Price:           __________

     Type of Option:                 __________ Incentive Stock Option

                                     __________ Nonstatutory Stock Option

     Term/Expiration Date:           __________

     Vesting Schedule:               (i)  No shares vest on grant; and

                                     (ii) __________ shares vest on __________

     Termination Period:             This Option may be exercised for ninety
                                     (90) days after termination or resignation
                                     of the Optionee as a director of the
                                     Company. Upon the death or Disability of
                                     the Optionee, this Option may be exercised
                                     for such longer period as provided in the
                                     Plan. In no event shall this Option be
                                     exercised later than the Term/Expiration
                                     Date as provided above.

II.  AGREEMENT

     1. GRANT OF OPTION. The Board of Directors of the Company hereby grants to
the Optionee named in the Notice of Grant attached as Part I of this Agreement
(the "Optionee"), an

<PAGE>

option (the "Option") to purchase the number of Shares, as set forth in the
Notice of Grant, at the exercise price per share set forth in the Notice of
Grant (the "Exercise Price"), subject to the terms and conditions of the Plan,
which are incorporated herein by reference. In the event of a conflict between
the terms and conditions of the Plan and the terms and conditions of this Option
Agreement, the terms and conditions of the Plan shall prevail. If designated in
the Notice of Grant as an Incentive Stock Option ("ISO"), this Option is
intended to qualify as an Incentive Stock Option under Section 422 of the Code.
However, if this Option is intended to be an Incentive Stock Option, to the
extent that it exceeds the $100,000 rule of Code Section 422(d) it shall be
treated as a Nonstatutory Stock Option ("NSO").

     2. EXERCISE OF OPTION.

          2.1. Right to Exercise.

               2.1.1. This Option is exercisable during its term in accordance
with the Vesting Schedule set out in the Notice of Grant and the applicable
provisions of the Plan and this Option Agreement. In the event of Optionee's
death, Disability or other termination of Optionee's employment or consulting
relationship, the exercisability of the Option is governed by the applicable
provisions of the Plan and this Option Agreement.

               2.1.2. If (i) Optionee's Continuous Status as a Director be
terminated for misconduct (which includes, but is not limited to, any act of
dishonesty, moral turpitude, fraud or embezzlement); (ii) Optionee make any
unauthorized use or disclosure of confidential information or trade secrets of
the Company, or any Subsidiary; or (iii) Optionee otherwise act in such a manner
not in the best interests of the Company (as reasonably determined by the
Company's Board of Directors), then, notwithstanding any other provision in this
Agreement or the Plan to the contrary, in any such event this Option shall
terminate immediately and cease to be outstanding.

          2.2. Method of Exercise.

               2.2.1. This Option is exercisable by delivery of an exercise
notice, in the form attached as Exhibit A (the "Exercise Notice"), which shall
state the election to exercise the Option, the number of Shares in respect of
which the Option is being exercised (the "Exercised Shares"), and such other
representations and agreements as may be required by the Company pursuant to the
provisions of the Plan. The Exercise Notice shall be signed by the Optionee and
shall be delivered in person or by certified mail to the Secretary of the
Company. The Exercise Notice shall be accompanied by payment of the aggregate
Exercise Price as to all Exercised Shares. This Option shall be deemed to be
exercised upon receipt by the Company of such fully executed Exercise Notice
accompanied by such aggregate Exercise Price.

               2.2.2. No Shares shall be issued pursuant to the exercise of this
Option unless such issuance and exercise complies with all relevant provisions
of law and the requirements of any stock exchange or quotation service upon
which the Shares are then listed. Assuming such compliance, for income tax
purposes the Exercised Shares shall be considered transferred to the Optionee on
the date the Option is exercised with respect to such Exercised Shares.


                                      -2-

<PAGE>

     3. METHOD OF PAYMENT. Payment of the aggregate Exercise Price shall be by
any of the following, or a combination thereof, at the election of the Optionee:

          3.1. cash;

          3.2. check; or

          3.3. delivery of a properly executed exercise notice together with
such other documentation as the Administrator and the broker, if applicable,
shall require to effect an exercise of the Option and delivery to the Company of
the sale or loan proceeds required to pay the exercise price.

     4. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by the Optionee. The terms of
the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.

     5. TERM OF OPTION. This Option may be exercised only within the term set
out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option Agreement.

     6. REGISTRATION UNDER THE SECURITIES ACT OF 1933.

          6.1. Registration and Legends. The Optionee understands that (i) the
Company has not registered the Option or the Shares under the Securities Act of
1933, as amended, or the applicable securities laws of any state in reliance on
exemptions from registration and (ii) such exemptions depend upon the Optionee's
investment intent at the time the Optionee acquires the Option or the Shares.
The Optionee therefore represents and warrants that Optionee is acquiring the
Option, and will acquire the Shares, for the Optionee's own account for
investment and not with a view to distribution, assignment, resale or other
transfer of the Option or the Shares. Because the Option and the Shares are not
registered, the Optionee is aware that the Optionee must hold them indefinitely
unless they are registered under the Act and any applicable securities laws or
the Optionee must obtain exemptions from such registration. Upon exercise, in
part or in whole, of this Option, the Shares shall bear the following legend:

          The shares of Common Stock represented by this certificate have not
          been registered under the Securities Act of 1933, as amended, or any
          applicable state securities laws, and they may not be offered for
          sale, sold, transferred, pledged or hypothecated without an effective
          registration statement under the Act and under any applicable state
          securities laws, or an opinion of counsel, satisfactory to the
          Company, that an exemption from such registration is available.

          6.2. No-Action Letter. The Company agrees that it will be satisfied
that no post-effective amendment or new registration is required for the public
sale of the Shares if it shall be presented with a letter from the Staff of the
Securities and Exchange Commission (the


                                      -3-

<PAGE>

"Commission"), stating in effect that, based upon stated facts which the Company
shall have no reason to believe are not true in any material respect, the Staff
will not recommend any action to the Commission if such Shares are offered and
sold without delivery of a prospectus, and that, therefore, no Registration
Statement under which such Shares are to be registered is required to be filed.

     7. ENTIRE AGREEMENT; GOVERNING LAW. The Plan is incorporated herein by
reference. The Plan and this Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee's interest except by means of a writing signed by the Company and
Optionee. This Option Agreement is governed by Nevada law except for that body
of law pertaining to conflict of laws.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                      -4-

<PAGE>

     By your signature and the signature of the Company's representative below,
you and the Company agree that this Option is granted under and governed by the
terms and conditions of the Plan and this Option Agreement. Optionee has
reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option Agreement.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Board of Directors upon any questions relating to the
Plan and Option Agreement. Optionee further agrees to notify the Company upon
any change in the residence address indicated below.

OPTIONEE:                               ECOLOGY COATINGS, INC.


                                        By:
- -------------------------------------       ------------------------------------
Signature                                   Richard D. Stromback
                                        Title: Chairman

- -------------------------------------

- -------------------------------------

- -------------------------------------
Residence Address

CONSENT OF SPOUSE

     The undersigned spouse of Optionee has read and hereby approves the terms
and conditions of the Plan and this Option Agreement. In consideration of the
Company's granting his or her spouse the right to purchase Shares as set forth
in the Plan and this Option Agreement, the undersigned hereby agrees to be
irrevocably bound by the terms and conditions of the Plan and this Option
Agreement and further agrees that any community property interest shall be
similarly bound. The undersigned hereby appoints the undersigned's spouse as
attorney-in-fact for the undersigned with respect to any amendment or exercise
of rights under the Plan or this Option Agreement.


- -------------------------------------
Spouse of Optionee


                                      -5-

<PAGE>

                                    EXHIBIT A

                                 EXERCISE NOTICE

                             ECOLOGY COATINGS, INC.
                         35980 WOODWARD AVE., SUITE 200
                        BLOOMFIELD HILLS, MICHIGAN, 48304

     The undersigned hereby irrevocably subscribes for the purchase of
____________________ (__________) Shares pursuant to and in accordance with the
terms and conditions of this Option, and herewith makes payment, covering the
purchase of the Shares, which should be delivered to the undersigned at the
address stated below, and, if such number of Shares shall not be all of the
Shares purchasable hereunder, then a new Option of like tenor for the balance of
the remaining Shares purchasable under this Option be delivered to the
undersigned at the address stated below.

     The undersigned agrees that: (1) the undersigned will not offer, sell,
transfer or otherwise dispose of any such Shares, unless either (a) a
registration statement, or post-effective amendment thereto, covering such
Shares have been filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended (the "Act"), and such sale, transfer or
other disposition is accompanied by a prospectus meeting the requirements of
Section 10 of the Act forming a part of such registration statement, or
post-effective amendment thereto, which is in effect under the Act covering the
Shares to be so sold, transferred or otherwise disposed of, or (b) counsel to
the Company satisfactory to the undersigned has rendered an opinion in writing
and addressed to the Company that such proposed offer, sale, transfer or other
disposition of the Shares is exempt from the provisions of Section 5 of the Act
in view of the circumstances of such proposed offer, sale, transfer or other
disposition; (2) the Company may notify the transfer agent for its Common Stock
that the certificates for the Common Stock acquired by the undersigned are not
to be transferred unless the transfer agent receives advice from the Company
that one or both of the conditions referred to in (1)(a) and (1)(b) above have
been satisfied; and (3) the Company may affix the legend set forth in Section
6.1 of this Option to the certificates for Shares hereby subscribed for, if such
legend is applicable.


Dated:                                  Signed:
       -------------------                      --------------------------------

                                        Address:
                                                 -------------------------------

                                                 -------------------------------

                                                 -------------------------------

                                                 -------------------------------
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>24
<FILENAME>k16632exv10w20.txt
<DESCRIPTION>FORM OF SUBSCRIPTION AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.20

                             ECOLOGY COATINGS, INC.

                             SUBSCRIPTION AGREEMENT
                           (For Accredited Investors)

Gentlemen:

     The following information is furnished as the undersigned's subscription
for shares of Common Stock, no par value per share, (the "Common Stock") issued
by ECOLOGY COATINGS, INC. (the "Company"), and for you to determine whether I am
qualified to purchase Shares from the Company pursuant to Regulation D
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
and comparable provisions of applicable state securities laws. I, the
undersigned, understand that you will rely upon the following information for
purposes of such determination, and that the Shares will not be registered under
the Securities Act in reliance upon the exemption from registration provided by
Sections 3(b) and 4(2) of the Securities Act, Regulation D thereunder, and
comparable provisions of applicable state securities laws.

     I further understand I may be required to supply a balance sheet, prior
years' federal income tax returns or other appropriate documentation to verify
and substantiate my status as an Accredited Investor.

     ALL INFORMATION CONTAINED IN THIS SUBSCRIPTION AGREEMENT WILL BE TREATED
CONFIDENTIALLY. However, it is agreed that you may present this document to such
parties as you deem appropriate if called upon to establish that the proposed
offer and sale of the Shares is exempt from registration under the Securities
Act or meets the requirements of applicable state securities laws. I understand
that if I make a false statement, it will constitute a violation of my
representations and warranties under this Subscription Agreement and may also
constitute a violation of law, for which the Company can make a claim for
damages against me. My investment in the Shares will not be accepted until the
Company determines that I satisfy all of the suitability standards set forth in
the Private Placement Memorandum, as amended and restated as of March 21, 2007
(the "Memorandum"). See "Who May Invest."

     I, the undersigned Subscriber, hereby supply you with the following
information and representations:

1.    FULL NAME:
________________________________________________________________________________

________________________________________________________________________________

2.    RESIDENCE ADDRESS (NOT A P.O. BOX ADDRESS) AND TELEPHONE NUMBER:
________________________________________________________________________________

________________________________________________________________________________

(__________) __________-_______________


                                      -1-

<PAGE>

3.    BUSINESS ADDRESS AND TELEPHONE NUMBER:
________________________________________________________________________________

________________________________________________________________________________

(__________) __________-_______________

4.    STATE IN WHICH THE UNDERSIGNED MAINTAINS PRINCIPAL RESIDENCE:

________________________________________________________________________________

5.    STATE IN WHICH THE UNDERSIGNED IS REGISTERED TO VOTE:
________________________________________________________________________________

6.    IF THIS INVESTMENT IS TO BE MADE BY AN ENTITY (I.E. COMPANY, CORPORATION,
      PENSION PLAN, PROFIT-SHARING PLAN), THE UNDERSIGNED FURTHER REPRESENTS TO
      YOU AS FOLLOWS:

(a)   Name and Address of Entity Making Purchase (use full legal name):
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

(b)   Name and address of Person Making Investment Decision on behalf of Above
      Entity:
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

(c)   Position or Title of Person Making Investment Decision in the Above
      Entity:

________________________________________________________________________________

7A.   I CERTIFY THAT I AM AN ACCREDITED INVESTOR BECAUSE I QUALIFY UNDER AT
      LEAST ONE OF THE FOLLOWING CATEGORIES:

                       (PLEASE CHECK APPROPRIATE CATEGORY)

A.[ ] $1,000,000 NET WORTH NATURAL PERSON.

      A natural person whose individual net worth, or joint net worth with that
      person's spouse, at the time of his or her purchase exceeds $1,000,000.

B.[ ] $200,000 INCOME NATURAL PERSON.

      A natural person who had "Individual Income" in excess of $200,000 in each
      of the two most recent years or joint income with that person's spouse in
      excess of $300,000 in each of those years and has a reasonable expectation
      of reaching the same income level in the current year. (See definition of
      "Individual Income" under the caption "Who May Invest" of the Memorandum).


                                      -2-

<PAGE>

C.[ ] COMPANY, CORPORATE OR OTHER ENTITY INVESTORS.

      The investor is a partnership, corporation or unincorporated association
      and all of the equity owners of that entity qualify as Accredited
      Investors under subparagraph (a) or (b) above. Investors that check this
      subparagraph (c) must furnish a separate copy of this Subscription
      Agreement for each equity owner with items 1 through 7B completed and
      executed on the Investor Signature Page by such equity owner.

D.[ ] REVOCABLE OR GRANTOR TRUST.

      The Investor is a revocable or grantor trust and each Person with the
      power to revoke the trust qualifies as an Accredited Investor under (a) or
      (b) above. Investors that check this subparagraph (d) must furnish a
      separate copy of this Subscription Agreement for each Person with the
      power to revoke the trust with items 1 through 7B completed and executed
      on the Investor Signature Page by such Person.

E.[ ] INVESTMENT DECISION BY PLAN FIDUCIARY.

      The Investor is an employee benefit plan within the meaning of Title I of
      the Employee Retirement Income Security Act of 1974, and the investment
      decision is made by a Plan fiduciary, as defined in Section 3(21) of such
      Act which is a bank, savings and loan association, insurance company or
      registered investment advisor.

F.[ ] SELF-DIRECTED PLAN -- INVESTMENT DECISION SOLELY BY ACCREDITED INVESTOR.

      The Investor is a qualified profit sharing or defined contribution Plan,
      the Plan provides for segregated accounts for each Plan Participant, the
      governing documents of the Plan provide that each participant may direct
      the trustee to invest his or her funds in the investment vehicles of his
      or her choice and the purchase of the Shares is made pursuant to an
      exercise by the Plan Participant, who is an Accredited Investor under
      subparagraph (a) or (b) above, of such power to direct the investments of
      his or her segregated account. This Subscription Agreement must be
      completed and executed by such Plan Participant.

G.[ ] INSTITUTIONAL INVESTOR.

      Any organization described in Section 501(c)(3) of the Internal Revenue
      Code, corporation, Massachusetts, or similar business trust or
      partnership, not formed for the specific purposes of acquiring the Shares
      offered through the Memorandum, with total assets in excess of $5,000,000.

H.[ ] DIRECTOR, EXECUTIVE OFFICER, OR GENERAL PARTNER OF THE ISSUER.

      Any director, executive officer, or general partner of the issuer of the
      securities being offered or sold, or any director, executive officer, or
      general partner of a general partner of that issuer.

7B.   I FURTHER REPRESENT TO YOU AS FOLLOWS:

(i)   Employer and Position of Person Making Investment Decision:
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


                                      -3-

<PAGE>

(ii)  Prior Employment (five years) of Person Making Investment Decision:

Employer     (1) ___________________________________________

             (2) ___________________________________________

Nature of    (1) ___________________________________________
Duties
             (2) ___________________________________________

Dates of     (1) ___________________________________________
Employment
             (2) ___________________________________________

8.    REPRESENTATIONS AND WARRANTIES. I, the undersigned, represent and warrant
      as follows:

(a)   I have received the Memorandum, have carefully reviewed the Memorandum,
      and have relied solely on the information contained therein, and
      information otherwise provided to me in writing by the Company. I
      understand that all documents, records and books pertaining to this
      investment have been made available by the Company for inspection by me or
      my attorney, accountant and Purchaser Representative. I am familiar with
      the Company's business objectives and the financial arrangements in
      connection therewith. The Shares I am purchasing are the kind of
      securities that I wish to hold for investment and the nature of the Shares
      are consistent with my investment program. My advisor(s) and I have had a
      reasonable opportunity to ask questions of and receive answers from the
      officers and directors of the Company concerning the Company and the
      Shares. All such questions have been answered to my full satisfaction. I,
      or my representatives, have made such investigation of the facts and
      circumstances set forth in the Memorandum and exhibits thereto in
      connection with any purchase of the Shares as I have deemed necessary. No
      representations have been made or information furnished to me or my
      advisor(s) relating to the Company or the Shares that are in any way
      inconsistent with the Memorandum.

(b)   Subject to the terms and conditions hereof, I hereby irrevocably tender
      this Subscription Agreement for the purchase of the Shares indicated in
      Paragraph 12 below and shall pay for such Shares in the manner set forth
      in such Paragraph. I am aware that the subscription made herein is
      irrevocable, but that the Company has the unconditional right to accept or
      reject this subscription, in whole or in part, and that the sale of the
      Shares pursuant hereto is subject to the approval of certain legal matters
      by legal counsel and to other conditions. If my subscription is not
      accepted for any reason whatsoever, or, if the offering made through the
      Memorandum is terminated, my money will be returned in full, without any
      interest that may be earned thereon, and the Company will be relieved of
      any responsibility or liability that might be deemed to arise out of my
      offer to subscribe for the Shares.

(c)   I and, if applicable, my Purchaser Representative have carefully reviewed
      the Memorandum. I have, either alone or together with my Purchaser
      Representative, such knowledge and experience in business and financial
      matters as will enable me to evaluate the merits and risks of the
      prospective investment and to make an informed investment decision. I am
      also aware that no state or Federal agency has reviewed or endorsed the
      Memorandum or the Shares, that the Shares involve a high degree of
      economic risk, and that there may be no public market for the Shares.


                                      -4-

<PAGE>

(d)   I have been advised and am fully aware that investing in the Shares is a
      speculative and uncertain undertaking, the advantages and benefits of
      which are generally limited to a certain class of investors, and that the
      Shares may be sold only to persons who understand the nature of the
      proposed operations of the Company and for whom the investment is
      suitable. I represent that I meet such suitability requirements.

(e)   I have relied on my own tax and legal adviser and my own investment
      counselor with respect to the income tax and investment considerations of
      being an investor as described in the Memorandum.

(f)   I meet the requirements of a purchaser as set forth in the Memorandum
      under the caption "Who May Invest."

(g)   I understand that the Company has not registered the Shares under the
      Securities Act, or the applicable securities laws of any state in reliance
      on exemptions from registration. I further understand that such exemptions
      depend upon my investment intent at the time I acquire the Shares. I
      therefore represent and warrant that I am purchasing the Shares for my own
      account for investment and not with a view to distribution, assignment,
      resale or other transfer of the Shares. Except as specifically stated
      herein, no other person has a direct or indirect beneficial interest in
      the Shares. Because the Shares are not registered, I am aware that I must
      hold them indefinitely unless they are registered under the Act and any
      applicable state securities laws or I must obtain exemptions from such
      registration. I acknowledge that the Company is under no duty to register
      the Shares or comply with any exemption in connection with my sale,
      transfer or other disposition under applicable rules and regulations,
      except as described in the Memorandum. I understand that if I desire to
      sell, assign, transfer, hypothecate or in any way alienate or encumber the
      Shares in the future, the Company can require that I provide, at my own
      expense, an opinion of counsel satisfactory to the Company to the effect
      that such action will not result in a violation of applicable federal or
      state securities laws and regulations or other applicable federal or state
      laws and regulations.

(h)   The solicitation of an offer to purchase the Shares was directly
      communicated to me and any Purchaser Representative that I might have
      through the Memorandum to which this Subscription Agreement is attached as
      an Exhibit. At no time was I presented with or solicited by or through any
      leaflet, public promotional meeting, circular, newspaper or magazine
      article, radio or television advertisement or any other form of general
      advertising in connection with such communicated offer.

(i)   I recognize that my investment in the Shares involves certain risks and I
      (and my Purchaser Representative) have taken full cognizance of and
      understand all of the risk factors related to the business objectives of
      the Company and the purchase of the Shares, including those risk factors
      set forth under the caption "RISK FACTORS" in the Memorandum.

(j)   All information that I have provided herein, including, without
      limitation, information concerning myself, my financial position and my
      knowledge of financial and business matters and that of my Purchaser
      Representative, is correct and complete as of the date hereof, and if
      there should be any material change in such information prior to the
      acceptance of this Subscription Agreement, I will immediately provide the
      Company with such information.

(k)   If the Subscriber is a corporation, partnership, trust, unincorporated
      association or other entity, it is authorized and otherwise duly qualified
      to purchase and hold the Shares subscribed hereunder, and such entity has
      not been formed for the specific purpose of acquiring the Shares. If the
      Subscriber is a trustee and is acquiring the Shares for the trust of which
      he is a trustee, he has sought the advice of counsel regarding whether the
      purchase of the Shares is an authorized trust investment and has been
      advised by counsel that after reviewing the applicable state law and the
      terms of the trust instrument, such counsel is of the opinion that the
      undersigned has the authority to purchase the Shares for the trust.


                                      -5-

<PAGE>

(l)   If the Subscriber is an individual, he or she is 21 years of age, or if
      the Subscriber is an association, all of its members are of such age.

9.    RESTRICTIVE LEGEND. I hereby acknowledge and consent to the placement of
      the following restrictive legend on the certificate(s) and other
      documents(s) representing the Shares:

      THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
      ANY STATE AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE
      TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL,
      SATISFACTORY TO THE BOARD OF DIRECTORS, THAT AN EXEMPTION FROM SUCH
      REGISTRATION IS AVAILABLE AND THAT SUCH TRANSFER WILL NOT RESULT IN ANY
      VIOLATION OF THE LAW.

10.   INDEMNIFICATION. I agree to indemnify and hold harmless the Company, its
      officers and directors from and against all damages, losses, costs and
      expenses (including reasonable attorney's fees) which they may incur by
      reason of my failure to fulfill any of the terms or conditions of this
      Subscription Agreement, or by reason of any untrue statement made herein
      or any breach of the representations and warranties made herein or in any
      document that I have provided to the Company.

11.   MISCELLANEOUS.

(a)   I agree that I may not cancel, terminate or revoke this Subscription
      Agreement or any covenant hereunder and that this Subscription Agreement
      shall survive my death or disability and shall be binding upon my heirs,
      executors, administrators, successors and assigns.

(b)   This Subscription Agreement shall be enforced, governed and construed in
      all respects in accordance with the laws of the State of Arizona.

(c)   Within five days after receipt of a written request from the Company, I
      agree to provide such information and to execute and deliver such
      documents as may reasonably be necessary to comply with any and all laws
      and ordinances to which the Company is subject.

12.   SUBSCRIPTION.

(a)   I hereby subscribe for _________ Shares at $2.00 per Share for a total
      subscription of $____________ (minimum of 25,000 Shares for $50,000 unless
      the Company permits the purchase of a smaller number of Shares).

(b)   I hereby tender to the Company a check made payable to "ECOLOGY COATINGS,
      INC." in the amount subscribed above under 12(a) above;


- -------------------------------------   --------------------
Signature                               Date


                                      -6-

<PAGE>

13.   REGISTRATION AND ADDRESS

Mr./Mrs./Ms.____________________________________________________________________
     (Please Print Name(s) in which the Shares are to be registered hereunder.)

________________________________________________________________________________
   (Please Print the Social Security or Taxpayer ID Number of each Noteholder)

Communications to be sent to (check one):

Home [ ]   Business [ ]

Please check which address you use on your income tax returns:

Home [ ]   Business [ ]

FORM OF OWNERSHIP (CHECK ONE)

[ ]   (a) Individual Ownership

[ ]   (b) Joint tenants with right of survivorship (both or all parties'
      signatures required)

[ ]   (c) Community Property (one signature required if the Shares are held in
      one name; two if held in both names)

[ ]   (d) Tenants in Common (all parties' signatures required)

[ ]   (e) Company*

[ ]   (f) Corporation*

[ ]   (g) Partnership*

[ ]   (h) Other* (Trust, etc.) (please specify)

*     IF (e), (f), (g), or (h) ARE CHECKED, DOCUMENTS, INCLUDING PARTNERSHIP OR
      CORPORATE RESOLUTION, AUTHORIZING SUBSCRIBER TO MAKE INVESTMENT MUST
      ACCOMPANY SUBSCRIPTION.

MAIL OR DELIVER SUBSCRIPTION FUNDS AND DOCUMENTS TO:

ECOLOGY COATINGS, INC.
35980 Woodward Ave., Suite 200
Bloomfield Hills, Michigan, 48304


- -------------------------------------
SUBSCRIPTION ACCEPTED:

                                        ECOLOGY COATINGS, INC.,
                                        a California corporation


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Its:
                                             -----------------------------------
                                        Date:
                                             -----------------------------------


                                      -7-

<PAGE>

                             ECOLOGY COATINGS, INC.

                     PURCHASER REPRESENTATIVE QUESTIONNAIRE

Gentlemen:

The following information is furnished to you so that you may determine whether
the undersigned's client, _______________________________________________ (the
"Purchaser"), together with the undersigned and other purchaser representatives,
if any, have such knowledge and experience in financial and business matters to
be capable of evaluating the merits and risks of an investment in the Shares
being offered by ECOLOGY COATINGS, INC., a California corporation (the
"Company"), as required under Regulation D ("Regulation D") promulgated under
the Securities Act of 1933, as amended (the "Securities Act") and corresponding
provisions of applicable state securities laws. I understand that you will rely
upon the information contained herein for purposes of such determination, and
that the Shares will not be registered under the Securities Act, in reliance
upon the exemption from registration provided by Sections 3(b) and 4(2) of the
Securities Act and Regulation D thereunder and corresponding provisions of
applicable state securities laws.

All information contained herein will be treated confidentially. However, we
agree that you may present this Questionnaire to such parties as you deem
appropriate if called upon to establish that the proposed offer and sale of the
Shares are exempt from registration under the Securities Act or meets the
requirements of applicable state securities laws.

I am acting as Purchaser Representative for the Purchaser in connection with the
Purchaser's investment in the Shares and, in that connection, I furnish you with
the following representations and information (Please Print):

1.    Name: ____________________________________________________________________

2.    Age: _____________________________________________________________________

3.    Profession (or Business) and Title, if applicable:
      __________________________________________________________________________

      __________________________________________________________________________

4.    (a) Business Address: ____________________________________________________

      __________________________________________________________________________

(b)   Telephone Number: (_____)_______-_________________________________________

5.    Details of any training or experience in financial, business or tax
      matters which qualify me to act in the capacity of Purchaser
      Representative (include current and prior employment, business or
      professional education, professional licenses now held, SEC or state
      broker-dealer registrations held, and if applicable, participation in
      evaluation of similar investments in the past):
      __________________________________________________________________________

      __________________________________________________________________________

      __________________________________________________________________________

6.    The undersigned has not, during the past ten (10) years, (a) been
      convicted, indicted or investigated in connection with any past or present
      criminal proceeding (excluding traffic


                                      PR-1

<PAGE>

      violations and other minor offenses); or (b) been the subject of any
      order, judgment or decree of any court of competent jurisdiction
      permanently or temporarily enjoining the undersigned from acting as an
      investment advisor, underwriter, broker or dealer in securities or as an
      affiliated person, director or employee of an investment company, bank,
      savings and loan association or insurance company, or from engaging in or
      continuing any conduct or practice in connection with any such activity or
      in connection with the purchase or sale of any security, or been the
      subject of any order of a federal or state authority barring or suspending
      for more than sixty days the undersigned's right to be engaged in any such
      activity, or to be associated with persons engaged in any such activity,
      which order has not been reversed or suspended.

7.    I have such knowledge and experience in financial, business and tax
      matters as to be capable of evaluating, alone or together with the
      Purchaser, the relative merits and risks of an investment in the Shares.

8.    There is no material relationship (within the meaning of Regulation D)
      between me or my affiliates and the Company, the officers and directors,
      or their Affiliates which now exists or is mutually understood to be
      contemplated or which has existed as a result of any such relationship.

9.    In advising the Investor in connection with Investor's prospective
      investment in the Shares, I will be relying in part on the Investor's own
      experience in certain areas.

      Yes ____   No ____

10.   In advising the Investor in connection with the Investor's prospective
      investment in the Shares, I will be relying in part on the expertise of an
      additional Purchaser Representative or Representatives.

      Yes ____   No ____

      If "Yes", give the name and address of such additional Representative or
      Representatives.
      __________________________________________________________________________

      __________________________________________________________________________

      __________________________________________________________________________

11.   I agree to advise you promptly of any material changes in the foregoing
      information, which may occur prior to the termination of the offering.

Signature


- -------------------------------------   ----------------------------------------
                                        Date


                                      PR-2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>25
<FILENAME>k16632exv10w21.txt
<DESCRIPTION>CONSULTING AGREEMENT DATED APRIL 10, 2006
<TEXT>
<PAGE>

                                                                   Exhibit 10.21

                              CONSULTING AGREEMENT

     AGREEMENT (the "Agreement") is made and entered into as of this 10th day of
April, 2006, by and between ECOLOGY COATINGS, INC., a California corporation
(the "Company"), and MDL CONSULTING GROUP, LLC, a Michigan limited liability
company (the "Consultant").

                                    RECITALS:

     WHEREAS, the Company desires to obtain Consultant's consulting services in
connection with the Consultant's identification and introduction of a suitable
public company (the "Public Company") to the Company and assistance in closing a
reverse merger transaction (the "Merger") between the Company and such Public
Company and the other matters as set forth in this Agreement; and

     WHEREAS, Consultant desires to provide such services to the Company
directly for a fee that will compensate Consultant for time spent for services
rendered and costs advanced by Consultant as contemplated in this Agreement.

     NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and conditions hereinafter set forth, the parties agree as follows:

     1. RETENTION OF CONSULTANT. The Company hereby engages and retains
Consultant and Consultant hereby agrees to use Consultant's best efforts to
render to the Company the consulting services for a period of commencing on the
date of this Agreement and terminating on December 31, 2006, or such additional
periods as agreed upon in writing by the parties.

     2. CONSULTANT'S SERVICES. Consultant's services under this Agreement shall
consist of the following:

          2.1 Identify and introduce the Company to Public Companies that
Consultant believes would be suitable for the Company to effect a Merger with;
and

          2.2 Introduce the Company to legal, accounting and other professionals
who may be necessary to assist in structuring, negotiating and closing the
Merger and to become a publicly trading company on and after the Merger on the
Nasdaq OTC Bulletin Board.

     3. PAYMENT FOR SERVICES. The Company shall pay Consultant for the services
rendered hereunder by issuing Consultant 225 restricted shares of its Common
Stock, no par value per share (the "Shares"), of the Company. The value of these
Shares shall be deemed to be $9,000, or $40 per share.

          3.1 The Shares will vest in Consultant and the Company will transfer
the Shares, or cause the Shares to be transferred, to Consultant upon completion
of Consultant's services under Paragraph 2.

<PAGE>

          3.2 The issuance of the Shares shall be deemed full and complete
consideration for the services to be rendered by Consultant under this
Agreement. The Company will reimburse Consultant for all direct expenses
incurred by Consultant in performing such services. Consultant shall obtain the
approval of the Company prior to incurring any expenses. Consultant will tender
requests for reimbursement to the Company and the Company will make the
reimbursement to Consultant within ten (10) days after its receipt of written
notification.

     4. CONSULTANT'S TIME COMMITMENT; NON-EXCLUSIVE AGREEMENT. Consultant shall
devote such time as reasonably requested by the Company for consultation, advice
and assistance on matters described in this Agreement and provide the same in
such form as the Company requests. The Company agrees that Consultant shall not
be prevented or barred from rendering services similar or dissimilar in nature
for and on behalf of any person, firm or corporation other than the Company.
Consultant agrees that the Company may retain any person, firm or corporation as
a consultant or otherwise other than Consultant to render services similar or
dissimilar in nature to those rendered or to be rendered by Consultant under
this Agreement.

     5. INDEPENDENT CONTRACTOR. The relationship created under this Agreement is
that of Consultant acting as an independent contractor. The parties acknowledge
and agree that Consultant shall have no authority to, and shall not, bind the
Company to any agreement or obligation with any third party. Consultant is not
providing legal or accounting services or services as a broker/dealer and such
services must be obtained by the Company from other parties.

     6. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Consultant shall maintain as
secret and confidential all valuable information heretofore or hereafter
acquired, developed or used by the Company relating to its business, operations,
employees and customers that may give the Company a competitive advantage in its
industry (all such information is hereinafter referred to as "Confidential
Information"). The parties recognize that, by reason of Consultant's duties
under this Agreement, Consultant may acquire Confidential Information.
Consultant recognizes that all such Confidential Information is the property of
the Company. During the term of Consultant's engagement by the Company,
Consultant shall exercise all due and diligent precautions to protect the
integrity of any or all of the Company's documents containing Confidential
Information. In consideration of the Company entering into this Agreement,
Consultant shall not, directly or indirectly, use, publish, disseminate or
otherwise disclose any Confidential Information obtained during Consultant's
engagement by the Company without the prior written consent of the Company. The
parties agree that this Paragraph 6 shall survive the termination of this
Agreement.

     7. COMMUNICATIONS WITH CONSULTANT. Consultant will not independently
conduct a due diligence review of the Company and will, to a great extent, be
relying upon information provided by the Company in rendering services under
this Agreement.

     8. NONCIRUMVENTION. The Company shall pay Consultant the compensation set
forth in this Agreement if, after the termination of the Agreement, it enters
into a Merger or other transaction with any of such Public Companies to whom
Consultant, directly or indirectly through a third party, has introduced the
Company during the term of this Agreement

     9. EXCULPATION OF LIABILITY AND INDEMNIFICATION. All decisions with respect
to consultations or services rendered by Consultant for transactions negotiated
for and presented to the


                                      -2-

<PAGE>

Company by Consultant shall be those of the Company, and Consultant shall have
no liability with respect to such decisions. In connection with the services
Consultant renders under this Agreement, the Company indemnifies and holds
Consultant harmless against any and all losses, claims, damages and liabilities
and the expense, joint and several, to which Consultant may become subject and
will reimburse Consultant for any legal and other expenses, including attorney's
fees and disbursements incurred by Consultant in connection with investigating,
preparing or defending any actions commenced or threatened or claim whatsoever,
whether or not resulting in the liability, insofar as such are based upon the
information the Company has supplied to Consultant under this Agreement. In
connection with the services Consultant renders under this Agreement, Consultant
indemnifies and holds the Company harmless against any and all losses, claims,
damages and liabilities and the expense, joint and several, to which Company may
become subject and will reimburse Company for any legal and other expenses,
including attorney's fees and disbursements incurred by the Company in
connection with investigating, preparing or defending any actions commenced or
threatened or claim whatsoever, whether or not resulting in the liability,
insofar as such are based upon or in connection with the services Consultant has
rendered under this Agreement.

     10. PIGGYBACK REGISTRATION. If at any time during a two-year period after
the Shares are transferred or issued to Consultant the Company determines to
file a registration statement with the Securities and Exchange Commission in the
United States relating to an offering for its own account or the account of
others under the Securities Act of 1933, as amended, of any of its equity
securities, then the Company shall offer send to Consultant a written notice of
such offering. If within fifteen (15) days after receipt of such notice,
Consultant shall so request in writing, the Company will include in such
registration statement any or all of the Shares that Consultant requested to be
registered; provided, that the Company shall not be required to register any
such Shares that are eligible for resale pursuant to Rule 144(k) promulgated
under the Securities Act.

     11. ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding between the parties hereto with respect to the subject matter
contained herein. There are no representations or warranties other than as shall
be set forth in this Agreement.

     12. WAIVER. No waiver or modification of this Agreement shall be valid
unless in writing and signed by the parties to this Agreement.

     13. NOTICES. All notices, consents, requests, demands and offers required
or permitted to be given under this Agreement will be in writing and will be
considered properly given or made when personally delivered to the party
entitled thereto, or when mailed by certified United States mail, postage
prepaid, return receipt requested, addressed to the addresses appearing in this
Agreement. A party may change his address by giving notice to the other party to
this Agreement.

     14. COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall be an original, but all of which, taken
together, shall constitute one agreement. It shall not be required that any
single counterpart hereof be signed by the parties, so long as each party signs
any counterpart of this Agreement.

     15. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Michigan.


                                       -3-

<PAGE>

     16. ATTORNEYS' FEES. In case of any action or proceeding to compel
compliance with, or for a breach of, any of the terms and conditions of this
Agreement, the prevailing party shall be entitled to recover from the losing
party all costs of such action or proceeding, including, but not limited to,
reasonable attorneys' fees.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement to be
effective as of the day and year first above written.

                                        ECOLOGY COATINGS, INC.,
                                        a California corporation


                                        By
                                           -------------------------------------
                                        Its
                                            ------------------------------------
                                        Address:
                                                 -------------------------------

                                                 -------------------------------


                                        MDL CONSULTING GROUP, LLC
                                        a Michigan limited liability company


                                        By
                                           -------------------------------------
                                        Its
                                            ------------------------------------
                                        Address:
                                                 -------------------------------

                                                 -------------------------------


                                      -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>26
<FILENAME>k16632exv10w22.txt
<DESCRIPTION>CONSULTING AGREEMENT DATED JULY 1, 2006
<TEXT>
<PAGE>

                                                                   Exhibit 10.22

                              CONSULTING AGREEMENT

     AGREEMENT (the "Agreement") is made and entered into as of this 1st day of
July 2006 by and between Ecology Coating, Inc., a California corporation (the
"Company"), and MDL Consulting Group, LLC, a Michigan limited liability company
(the "Consultant"). This Agreement supersedes and terminates any other agreement
the Company has or had with Consultant.

                                    RECITALS:

     WHEREAS, the Company desires to obtain Consultant's consulting services as
set forth in this Agreement; and

     WHEREAS, Consultant desires to provide such services to the Company
directly for a fee that will compensate Consultant for time spent for services
rendered and costs advanced by Consultant as contemplated in this Agreement.

     NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and conditions hereinafter set forth, the parties agree as follows:

     1. RETENTION OF CONSULTANT. The Company hereby engages and retains
Consultant and Consultant hereby agrees to use Consultant's best efforts to
render to the Company the consulting services for a period of commencing on the
date of this Agreement and terminating on December 31, 2008.

     2. CONSULTANT'S SERVICES. Consultant's services under this Agreement shall
consist of the following:

          2.1 Identification and assistance in evaluating future financings,
potential alliances and business opportunities;

          2.2 Advise the Company regarding potential alliances and its long-term
strategic plan; and

          2.3 Assist in identifying future financing as required and in
reviewing and evaluating the advisability, price or structure of a proposed
financing, or an acquisition or disposition of any of the Company's assets, upon
the request of the Company.

     3. PAYMENT FOR SERVICES. The Company shall pay Consultant for the services
rendered hereunder as follows:

          3.1 Fifty Thousand Dollars ($50,000) on July 1, 2006;

          3.2 Twenty-Five Thousand Dollars ($25,000) on December 1, 2006;

          3.3 Two Hundred Twenty-Five Thousand Dollars ($225,000) payable in
eighteen (18) installments of Twelve Thousand Five Hundred dollars ($12,500) on
the first day of each month commencing on February 2007;

<PAGE>

          3.4 Issue Consultant options exercisable to purchase one hundred fifty
thousand (150,000) shares of Common Stock (each an "Option") under the 2007
Stock Option and Restricted Stock Plan that the Company plans to adopt in
January 2007. The exercise price of the Options will be $2.00 per share. Each
Option will be exercisable until June 30, 2016. One half of the Options will be
exercisable on and after December 31, 2007 and one half on and after June 30,
2008. The form of the Options is attached as Exhibit A. The Options shall be
deemed to have a value of $.001 each. The number of shares purchasable under the
Options set forth in this Agreement is after taking into account a split of its
Common Stock by the Company in January 2007;

          3.5 The Company will reimburse Consultant for all direct expenses
incurred by Consultant in performing such services. Consultant shall obtain the
approval of the Company prior to incurring any expenses. Consultant will tender
requests for reimbursement to the Company and the Company will make the
reimbursement to Consultant within ten (10) days after its receipt of written
notification.

     4. CONSULTANT'S TIME COMMITMENT. Consultant shall devote such time as
reasonably requested by the Company for consultation, advice and assistance on
matters described in this Agreement and provide the same in such form as the
Company requests. The Company agrees that Consultant shall not be prevented or
barred from rendering services similar or dissimilar in nature for and on behalf
of any person, firm or corporation other than the Company.

     5. INDEPENDENT CONTRACTOR. The relationship created under this Agreement is
that of Consultant acting as an independent contractor. The parties acknowledge
and agree that Consultant shall have no authority to, and shall not, bind the
Company to any agreement or obligation with any third party. Consultant is not
providing legal or accounting services or services as a broker/dealer.

     6. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Consultant shall maintain as
secret and confidential all valuable information heretofore or hereafter
acquired, developed or used by the Company relating to its business, operations,
employees and customers that may give the Company a competitive advantage in its
industry (all such information is hereinafter referred to as "Confidential
Information"). The parties recognize that, by reason of Consultant's duties
under this Agreement, Consultant may acquire Confidential Information.
Consultant recognizes that all such Confidential Information is the property of
the Company. During the term of Consultant's engagement by the Company,
Consultant shall exercise all due and diligent precautions to protect the
integrity of any or all of the Company's documents containing Confidential
Information. In consideration of the Company entering into this Agreement,
Consultant shall not, directly or indirectly, use, publish, disseminate or
otherwise disclose any Confidential Information obtained during Consultant's
engagement by the Company without the prior written consent of the Company. The
parties agree that this Paragraph 6 shall survive the termination of this
Agreement.

     7. COMMUNICATIONS WITH CONSULTANT. Consultant will not independently
conduct a due diligence review of the Company and will, to a great extent, be
relying upon information provided by the Company in rendering services under
this Agreement.

     8. EXCULPATION OF LIABILITY AND INDEMNIFICATION. All decisions with respect
to consultations or services rendered by Consultant for transactions negotiated
for and presented to the


                                       -2-

<PAGE>

Company by Consultant shall be those of the Company, and Consultant shall have
no liability with respect to such decisions. In connection with the services
Consultant renders under this Agreement, the Company indemnifies and holds
Consultant harmless against any and all losses, claims, damages and liabilities
and the expense, joint and several, to which Consultant may become subject and
will reimburse Consultant for any legal and other expenses, including attorney's
fees and disbursements incurred by Consultant in connection with investigating,
preparing or defending any actions commenced or threatened or claim whatsoever,
whether or not resulting in the liability, insofar as such are based upon the
information the Company has supplied to Consultant under this Agreement. In
connection with the services Consultant renders under this Agreement, Consultant
indemnifies and holds the Company harmless against any and all losses, claims,
damages and liabilities and the expense, joint and several, to which Company may
become subject and will reimburse Company for any legal and other expenses,
including attorney's fees and disbursements incurred by the Company in
connection with investigating, preparing or defending any actions commenced or
threatened or claim whatsoever, whether or not resulting in the liability,
insofar as such losses, claims, damages and liabilities are based upon or in
connection with the services Consultant has rendered under this Agreement.

     9. PIGGYBACK REGISTRATION. If at any time during the period the Options are
outstanding the Company determines to file a registration statement with the
Securities and Exchange Commission in the United States relating to an offering
for its own account or the account of others under the Securities Act of 1933,
as amended, of any of its equity securities, then the Company shall offer send
to Consultant a written notice of such offering. If within fifteen (15) days
after receipt of such notice, Consultant shall so request in writing, the
Company will include in such registration statement any or all of the shares of
Common Stock issuable on exercise of the Options that Consultant requested to be
registered; provided, that the Company shall not be required to register any
such shares of Common Stock that are eligible for resale pursuant to Rule 144(k)
promulgated under the Securities Act.

     10. ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding between the parties hereto with respect to the subject matter
contained herein. There are no representations or warranties other than as shall
be set forth in this Agreement.

     11. WAIVER. No waiver or modification of this Agreement shall be valid
unless in writing and signed by the parties to this Agreement.

     12. NOTICES. All notices, consents, requests, demands and offers required
or permitted to be given under this Agreement will be in writing and will be
considered properly given or made when personally delivered to the party
entitled thereto, or when mailed by certified United States mail, postage
prepaid, return receipt requested, addressed to the addresses appearing in this
Agreement. A party may change his address by giving notice to the other party to
this Agreement.

     13. COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall be an original, but all of which, taken
together, shall constitute one agreement. It shall not be required that any
single counterpart hereof be signed by the parties, so long as each party signs
any counterpart of this Agreement.


                                       -3-

<PAGE>

     14. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Michigan.

     15. ATTORNEYS' FEES. In case of any action or proceeding to compel
compliance with, or for a breach of, any of the terms and conditions of this
Agreement, the prevailing party shall be entitled to recover from the losing
party all costs of such action or proceeding, including, but not limited to,
reasonable attorneys' fees.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement to be
effective as of the day and year first above written.

                                       ECOLOGY COATING, INC.,
                                       a California corporation


                                       By /s/ Richard D. Stromback
                                          --------------------------------------
                                          Richard D. Stromback
                                       Its President

                                       Address: 35980 Woodward Ave., Suite 200
                                                Bloomfield Hills, Michigan 48304


                                       MDL CONSULTING GROUP, LLC,
                                       a Michigan limited liability company


                                       By:
                                          --------------------------------------
                                       Its: Manager

                                       Address: 4460 Dow Ridge
                                                Orchard Lake, Michigan 48324


                                       -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>27
<FILENAME>k16632exv10w23.txt
<DESCRIPTION>ANTENNA GROUP CLIENT SERVICES AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.23

           FIRST AMENDMENT TO ANTENNA GROUP CLIENT SERVICES AGREEMENT

     This First Amendment (the "Amendment") is made and entered into effective
as of July 6, 2007, by and among ECOLOGY COATINGS, INC., a California
corporation ("Client"), and ANTENNA GROUP, INC., a California corporation (the
"Antenna"). All capitalized terms in this Amendment shall have the same meanings
as such terms have in the Antenna Group Client Services Agreement, dated as of
March 1, 2005, among the foregoing parties (the "Agreement").

                                    RECITALS

     WHEREAS, Client and Antenna desire to amend the Agreement in accordance
with the terms set forth in this Amendment; and

     WHEREAS, Paragraph 16 of the Agreement provides that the Agreement may be
modified by an instrument in writing signed by both parties.

     NOW THEREFORE, in consideration of the foregoing and of the mutual promises
and conditions set forth, the parties agree as follows:

                                    AGREEMENT

     1. Paragraph 19 of the Agreement is hereby incorporated into the Original
Agreement as follows:

          19.  ISSUANCE OF SERIES A ROUND STOCK: Client completed the minimum
               amount of its private placement of Common Stock, no par value,
               ("Series A Funding Round") on July 6, 2007. Client shall issue to
               Antenna ninety thousand (90,000) shares of its Common Stock, no
               par value, in full and complete satisfaction of any and all
               payments due Antenna from Client pursuant to Appendix A of the
               Agreement and Antenna agrees to accept the same.

     2.   This Amendment shall become effective on the date written above.

     3. The Agreement shall be deemed amended to the extent set forth in this
Amendment. The Agreement, as amended by the Amendment, shall constitute one
agreement. All other terms and provisions of the Agreement shall remain in full
force and effect. If there is any inconsistency with the terms of the Agreement
and the Amendment, the terms of the Amendment shall govern over the Agreement.
This Amendment is intended to be a final expression of the parties' agreement to
amend the Agreement and is intended to be a complete and exclusive statement of
their agreement and understanding with respect to such amendment.


                                       -1-

<PAGE>

     IN WITNESS WHEREOF, this Amendment has been entered into as of the day and
year first above written.

                                        ECOLOGY COATINGS, INC.


                                        By: /s/ Richard D. Stromback
                                            ------------------------------------
                                            Richard D. Stromback
                                            Its: Chairman


                                        ANTENNA GROUP, INC.


                                        By: /s/ Melody K. Haller
                                            ------------------------------------
                                            Melody K. Haller
                                            Its: President


                                       -2-

<PAGE>

                     ANTENNA GROUP CLIENT SERVICES AGREEMENT

1. IDENTIFICATION OF PARTIES. This agreement, executed in duplicate with each
party receiving an executed original, is made between Antenna Group, Inc.,
hereafter referred to as "Antenna," and Ecology Coatings, Inc. hereafter
referred to as "Client." Antenna Group is located at 625 Market Street, 6th
Floor, San Francisco, California 94105, phone (415) 896-1800. Ecology Coatings
is located at 1238 Brittain Road, Akron, Ohio 44310, phone (248) 535-7878.

2. SERVICES TO BE PROVIDED. Antenna will provide to Client strategic marketing/
messaging consulting, and have primary responsibility for public relations
efforts, response and ongoing relations to the editorial community in relevant
venues within the Internet, print and broadcast media. Specific activities may
include writing and/or editing and distributing press materials, such as press
releases and backgrounders, researching appropriate media and contact personnel
and building a specific contact list, planning and attending press meetings and
media tours, researching and promoting speaker opportunities at relevant trade
shows and conferences, conducting editorial/analyst liaison at said conferences,
proactive and responsive promotion of Client's interests with media personnel,
and other activities which Antenna deems appropriate in given circumstances.

3. RESPONSIBILITIES OF ANTENNA GROUP AND CLIENT. Antenna will perform the public
relations services called for under this agreement, keep Client informed of
progress and developments, and respond promptly to Client's inquiries and
communications. Client will be truthful and cooperative with Antenna and keep
Antenna reasonably informed of developments and of Client's intended use of the
intellectual property developed by Antenna Croup in the course of the
engagement, which is the subject matter of this services agreement.

4. PRIMARY MEDIA/ANALYST CONTACT. Antenna will be designated as the primary
media/analyst contact. Building and maintaining media and analyst relationships
is essential to Antenna's ability to perform effectively for all clients. Client
agrees to include an Antenna representative whenever possible on all tours,
meetings and conference calls with media or analysts.

5. ANTENNA GROUP'S FEES. Fees to be paid to Antenna are based upon a monthly
retainer payable in advance of work performed. The monthly retainer, as set
forth in Appendix A to this Agreement, reflects the core amount of work that
Antenna estimates will be necessary to maintain an effective public relations
program for Client. The estimate is based upon the anticipated number of hours
necessary to perform the work, calculated at an average hourly rate of $175.

Incremental excess time charges may be necessary during periods of increased
activity, and are approved in advance by Client. For months in which excess time
charges can be anticipated due to increased Client activities such as press
tours or trade shows, Antenna will provide Client with a budget forecast for
approval. In the event that plans change within a given month, Antenna will
notify client of account status prior to incurring excess time charges, for
Client's approval of the excess charges.


Antenna Group Client Services Agreement for
Ecology Coatings, Inc.                                             March 1, 2005
QBPHX\126261.00002\2103676.1         Page 1                  Initials: /s/ & /s/
<PAGE>

The monthly retainer is to be paid before the first day of each month, and is
invoiced 30 days in advance. Approved incremental excess time charges will be
billed shortly after the month in which Antenna provided services and are due 15
days from the receipt of the invoice. Past due invoices will be charged a late
fee of 1.5% per month. Antenna reserves the right to stop work until Client has
remedied any failure to pay. Should collection efforts become necessary, Client
will be responsible for reasonable attorney's fees.

6. OUT-OF-POCKET EXPENSES. As is standard practice, out-of-pocket expenses
incurred by Antenna in association with providing services to Client will be
billed separately from and additionally to fees, and will include a mark-up of
12%. Out-of-pocket expenses include but are not limited to telephone charges;
messenger service fees; postage; client-relevant newspaper and magazine
subscriptions; online media database services; travel expenses; and reasonable
expenses for entertainment of press/analysts done on Client's behalf.

Costs of services provided by third-party suppliers or vendors, including but
not limited to newswire distribution costs, publicity tracking costs and mail
house fees may be billed directly to Client by the vendor. If for any reason,
Client requires Antenna to provide payment to one or more of these suppliers,
then Client will reimburse all such costs to Antenna, including an 18% mark-up
for the cost of facilitating these payments.

Expense reimbursements are due net 15 days. Past due invoices will be charged a
late fee of 1.5% per month.

7. CLIENT'S PROPERTY AND CONFIDENTIAL INFORMATION. It is understood that Antenna
will receive and/or have access to Client's property and/or confidential
information in the course of fulfilling its obligations under this services
agreement. Antenna will keep this information confidential and not disclose it
to third parties unless Client consents to said disclosure.

8. NON-SOLICITATION. Client and Antenna individually represent and warrant that
neither shall seek to hire any employee(s) away from the other. Neither party
shall directly or indirectly, either for their own or for any other person,
firm, corporation, or business, solicit, divert, or attempt to divert any of the
customers or employees of the other to transfer their business or employment.

9. INTELLECTUAL PROPERTY. The intellectual property in the form of databases and
methodologies developed in the course of the engagement, which is the subject
matter of this agreement, is and shall remain the intellectual property of
Antenna. Client may be granted a license to use or benefit from the databases or
methodologies, but only on the condition of full payment of all fees and costs
advanced on behalf of Client under this agreement and for use or benefit
relating to the purpose or occurrence for which the intellectual property was
developed. Intellectual property in the form of materials such as press
releases, backgrounders and white papers prepared by Antenna for Client shall be
the property of Client.


Antenna Group Client Services Agreement for
Ecology Coatings, Inc.                                             March 1, 2005
QBPHX\126261.00002\2103676.1         Page 2                  Initials: /s/ & /s/
<PAGE>

10. TERMINATION OF ENGAGEMENT. Client may terminate this agreement upon 30-days
written notice to Antenna, but shall remain responsible for the balance of any
unpaid monthly retainer fees. Client shall also be responsible for all project
fees and expenses incurred prior to the expiration of the 30 days written notice
of termination by the Client.

Antenna may terminate this agreement if Client fails to pay any costs or fees
stemming from this agreement or engagement in accordance with this agreement
after 10-days written notice. If Client remedies any such failure to pay before
this 10-day period has passed, Antenna agrees not to terminate the agreement for
reason of non-payment.

11. RELEASE OF CLIENT'S PAPERS AND PROPERTY. At the termination of services
under this agreement, Antenna will release promptly to Client all of Client's
papers and property, which it provided to Antenna.

12. RETENTION OF ANTENNA'S WORK PRODUCT UNTIL FINAL PAYMENT. Antenna shall be
entitled to retain its final work product until the final payment of all
retainer and project fees and costs under this agreement have been pain to
Antenna.

13. DISCLAIMER OF GUARANTEE. Although Antenna may offer an opinion about
possible results regarding the subject matter of this agreement, Antenna cannot
guarantee any particular result. Client acknowledges that Antenna has made no
promises about the outcome and that any opinion offered by Antenna in the future
will not constitute a guarantee.

14. ENTIRE AGREEMENT. This agreement and appendices contain the entire agreement
of the parties relating to the subject mailer of the services provided
hereunder. No other agreement, statement, representations or promise, whether
oral or written, made on or before the effective date of this agreement will be
binding on the parties.

15. SEVERABILITY IN EVENT OF PARTIAL INVALIDITY. If any provision of this
agreement is held in whole or in part to be unenforceable for any reason, the
remainder of that provision and of the entire agreement will be severable and
remain in effect.

16. MODIFICATION BY SUBSEQUENT AGREEMENT. This agreement may be modified only by
subsequent agreement of the parties by an instrument in writing signed by both
of them.

17. AGREEMENT TO BINDING ARBITRATION. Any controversy or claim arising out of or
relating to this contrast or engagement or breach thereof, shall be settled by
arbitration and administered by the American Arbitration Association in
accordance with its rules, and judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.

In rendering the award, the arbitrator shall determine the rights and
obligations of the parties according to the substantive and procedural laws of
the State of California. The arbitration proceedings shall be conducted in San
Francisco, California.

The prevailing party in any arbitration shall be awarded is attorneys' fees and
costs incurred in connection with the arbitration.


Antenna Group Client Services Agreement for
Ecology Coatings, Inc.                                             March 1, 2005
QBPHX\126261.00002\2103676.1         Page 3                  Initials: /s/ & /s/
<PAGE>

18. EFFECTIVE DATE OF AGREEMENT. The effective date of this agreement will be
March 2, 2005.

The foregoing is agreed to by:

Date:                                   Date: March 1, 2005
      -----------------------------


ECOLOGY COATINGS, INC.                  ANTENNA GROUP, INC.


By /s/ Richard D. Stromback             By /s/ Melody K. Haller
   --------------------------------        -------------------------------------
   Richard D. Stromback                    Melody K. Haller
   President and CEO                       President


Antenna Group Client Services Agreement for
Ecology Coatings, Inc.                                             March 1, 2005
QBPHX\126261.00002\2103676.1         Page 4                  Initials: /s/ & /s/
<PAGE>

APPENDIX A

FEE SCHEDULE FOR ECOLOGY COATINGS

<TABLE>
<CAPTION>
                                         MARCH 2005 - CLOSE OF SERIES A        DATE OF SERIES A CLOSE -
                                                 FUNDING ROUND                         ONGOING
                                       ---------------------------------   -------------------------------
<S>                                    <C>                                 <C>
Monthly Retainer                                $9,000/MONTH                         $9,000/MONTH

                                       $6,000/month to be paid in cash     $9,000/month to be paid in cash

                                       $3,000/month to be paid in equity
                                       discounted 20 percent against the
                                       Series A Round

Minimum agency hours per month based                53 hours                           53 hours
upon an average hourly rate of $175
</TABLE>

The monthly retainer covers the base-level amount of activity estimated as
necessary to conduct Client's program. Changes in Client's plans, increases in
expectations and periods of unusual intensity -- such as press tours -- may need
to be reflected in incremental excess time charges that exceed the monthly
retainer.

For months in which excess time charges can be anticipated due to increased
Client activities, Antenna will provide Client with a budget forecast for
approval. In the event that plans change within a given month, Antenna will
notify clients of account status, prior to incurring excess time charges, for
Client's approval of the excess charges.

If it appears that Antenna is not making the minimum monthly fee, then Antenna
will work with Client to adjust workload, priorities and/or fees.

Monthly retainer fee of $9,000 to be revisited upon close of Series A Funding
Round.


Antenna Group Client Services Agreement for
Ecology Coatings, Inc.                                             March 1, 2005
QBPHX\126261.00002\2103676.1         Page 5                  Initials: /s/ & /s/
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>28
<FILENAME>k16632exv10w24.txt
<DESCRIPTION>CONSULTING AGREEMENT DATED JULY 15, 2006
<TEXT>
<PAGE>

                                                                   Exhibit 10.24

                                                                February 8, 2007

Mr. Richard D. Stromback
CEO and President
Ecology Coating, Inc.
1238 Brittain Road
Akron, Ohio  44310

Dear Mr. Stromback,

This will confirm that, as of January 16, 2007, Kissinger McLarty Associates
("KMA") and Ecology Coatings ("EC") have agreed to modify their Consulting
Agreement dated as of July 15, 2006 ("Agreement"), in the following regards:

     In para, 4, the term of the current Agreement shall be extended through
July 14, 2007.

All other terms and conditions of the Agreement shall remain unchanged.

If you agree to these terms, please execute both copies of this agreement and
return one to our offices, keeping one for your files. Thank you for the
continued confidence.

                                              Sincerely,

                                              /s/ Nelson Cunningham
                                              ---------------------------------
                                              Nelson Cunningham
                                              Managing Partner

AGREED AND ACCEPTED:
Ecology Coating, Inc.
d/b/a Ecology Coatings

By: /s/ Richard D. Stromback
    ---------------------------------
Richard D. Stromback
CEO and President

cc: Rich Klein

<PAGE>

                                  July 15, 2006

Mr. Richard D. Stromback
CEO and President
Ecology Coating, Inc.
1238 Brittain Road
Akron, Ohio  44310

Dear Rich:

The purpose of this letter agreement ("Agreement") is to follow up on our
meetings and telephone calls over the past months and detail the terms of the
Kissinger McLarty Associates ("KMA") engagement to support Ecology Coating, Inc.
d/b/a Ecology Coatings ("EC"). This Agreement constitutes the entire agreement
between the parties hereto with respect to its subject matter and, upon its
effectiveness, shall supersede all prior agreements, understandings and
arrangements, both oral and written, between the parties (or any of their
affiliates) with respect to such subject matter.

1. RETENTION AND SERVICES. Effective July 15, 2006, EC retains KMA to advise,
assist, and support EC regarding its business operations and potential
international market entries, specifically to coordinate EC contacts, meetings,
and relationships with potential joint venturers, technology licensees,
regulatory authorities, trade associations and government officials. The
understanding and intent is that during the period of the engagement KMA, in
coordination with EC, will support and advocate for EC, and KMA's services would
be advisory in nature, including government relations, strategic planning,
political, commercial and economic assessments and analyses relevant to EC's
interests in operating internationally and in positioning EC favorably with
public and private sector leadership in targeted markets and industry sectors.
Any use by KMA of EC's trade name, trademark, or any trade names or trademarks
associated with the EC products or services, must be previously approved in
writing by KMA.

2. COMPENSATION FOR SERVICES. As compensation for KMA's services, EC agrees to
pay KMA: (i) a retainer of $15,000, payable monthly in advance on the 15th day
of each month during the term of the Agreement; (ii) an additional retainer of
$15,000 payable in restricted shares of Common Stock of EC, issued and
transferred monthly in advance on the 15th day of each month during the term of
this Agreement; (iii) reimbursement of pre-approved travel expenses, including
Business or First Class accommodations for international travel when necessary;
and (iv) a Success Fee as detailed in Attachment A. The Common Stock issued
under (ii) above will be valued at the price at which EC sells its Common Stock
in its first private placement of Common Stock made after the date of this
Agreement until EC's Common Stock becomes traded in a public market. After the
Company's Common Stock is traded in a public market for at least one month, the
price of the Common Stock will be valued at the average of the closing bid
prices of the Common Stock for the last five (5) trading days of the month in
which EC makes the payment. EC will deliver the Common Stock to be issued while
it is a privately held company after completion of its private placement and the
value of the Common Stock has been determined. For these purposes such first
private placement will be deemed to be

<PAGE>

an offering by EC of its Common Stock or securities convertible into its Common
Stock for cash to third parties who are not affiliated with EC in an offering
that is exempt from the registration requirements of the Securities Act of 1933,
as amended.

3. TERM. The initial term of the Agreement is six (6) months, and may be
extended at six-month intervals upon written notice thereafter as the parties
desire. Notwithstanding the foregoing, EC shall have the right to terminate this
Agreement upon thirty (30) days' written notice. KMA shall be entitled to
receipt of the applicable Success Fee if the events triggering the Success Fee
occur within one (1) year of the termination of this Agreement, if in EC's
reasonable judgment, KMA played a material role in achieving EC's desired
success.

4. INDEMNIFICATION. Each party agrees to indemnify, defend and hold harmless the
other party, its employees and affiliates against any losses, claims, damages,
liabilities and expenses (including without limitation attorneys' fees) arising
from the gross negligence or willful misconduct or, or failure to abide by laws
and regulations by, the indemnifying party. These protections shall survive any
termination of this Agreement. Neither party may compromise or settle any claim
or suit in any manner that admits fault or negligence on the part of the other
party, or that otherwise materially affects the other party's rights, without
the prior written permission of the other party.

5. INDEPENDENT CONTRACTOR. The relationship created under this Agreement is that
of KMA acting as an independent contractor. KMA and EC are not and will not
represent themselves as being partners or joint venturers with each other. KMA
has no authority to, and shall not, bind EC to any agreement or obligation with
any third party. KMA will not provide any services under this Agreement nor will
EC be liable to pay for services if such services would: (i) require KMA to
register as a foreign agent or be deemed a foreign agent or lobbyist for EC
under the laws of the United States or (ii) otherwise violate any applicable
law, including the Foreign Corrupt Practices Act.

6. CONFIDENTIAL INFORMATION. EC and KMA will maintain the confidentiality of all
"Confidential Information" provided to each other hereunder and use such
Confidential Information solely to the extent required to perform under this
Agreement. Neither of the parties shall divulge, communicate, use to the
detriment of the other party or for the benefit of any other person or persons,
or misuse in any way, any "Confidential Information" pertaining to the other
party or its affiliates. Any Confidential Information now known or hereafter
acquired by the either party from the other party shall be deemed a valuable,
special and unique asset of the disclosing party that is received by the
receiving party in confidence and as a fiduciary. For purposes of this
Agreement, the following terms when used in this Agreement have the meanings set
forth below:

     (a) "Confidential Information" means confidential data and confidential
information relating to business of the disclosing party, which the receiving
party became aware as a consequence of or through this Agreement and which the
receiving party knows or has reason to know has value and is not generally known
to third parties. Confidential Information shall not include any data or
information that (i) has been voluntarily disclosed to the general public by the
disclosing party or its affiliates, (ii) has been independently developed and
disclosed to the general public by others, or (iii) otherwise enters the public
domain through lawful means.

                                                                          Page 2
<PAGE>

     (b) "Trade Secrets" means information of the disclosing party or its
affiliates including, but not limited to, technical or non-technical data,
formulas, patterns, compilations, programs, financial data, financial plans,
product or service plans or lists of actual or potential customers or suppliers
which (i) derives economic value, actual or potential, from not being generally
known to, and not being readily ascertainable by proper means by, other persons
who can obtain economic value from its disclosure or use, and (ii) is the
subject of efforts that are reasonable under the circumstances to maintain its
secrecy. Neither party hereto shall make a disclosure of the existence or
subject matter of this Agreement or the other party's information, without the
prior written understanding of the other party.

     No rights are granted to KMA under any patents, trademarks, Trade Secrets,
copyrights or other intellectual property owned or licensed by EC or its
affiliates, except solely as are incidental to the services to be provided by
KMA under this Agreement. Upon termination of this Agreement, each party shall
return to the other party any Confidential Information disclosed or made
available pursuant to this Agreement. The protections under this Section 6 shall
survive any termination of the Agreement.

7. BOOKS AND RECORDS. All books, records, reports, writings, , presentations,
business or strategic plans, notes, notebooks, computer programs, sketches,
drawings, blueprints, prototypes, formulas, photographs, negatives, models,
equipment, chemicals, reproductions, proposals, flow sheets, supply contracts,
customer lists and other documents and/or things relating in any manner to the
business of EC (including but not limited to any of the same embodying or
relating to any Confidential Information or Trade Secrets), whether prepared by
the EC or otherwise coming into KMA's possession, shall be the exclusive
property of EC and shall not be copied, duplicated, replicated, transformed,
modified or removed from the premises of EC, except with the written permission
of EC, and shall be returned immediately to EC on termination of the Agreement
or on EC's request at any time.

8. INVENTIONS. KMA hereby assigns and agrees to assign to EC, its subsidiaries,
successors and assigns, all intellectual property rights, in all countries of
the world, in and to any invention, patent, trademark, copyright, Trade Secret,
Confidential Information, ideas, business or strategic plan, practice,
techniques, design, presentations and related materials and technology
developed, authored, conceived, or reduced to practice solely by KMA or jointly
with others during the term of the Agreement, which is related to EC's present
or prospective business interests. KMA will, without charge to EC, but at its
expense, sign all papers, take all rightful oaths, and do all acts which may be
necessary, desirable, or convenient for securing and maintaining intellectual
property rights in any and all countries and for vesting title thereto with EC,
its successors, assigns, and legal representatives or nominees.

9. EXPORT LICENSE. KMA shall not export, directly or indirectly, any EC
information or any products or materials utilizing any EC information to any
country for which the U.S. Government or any agency thereof, requires an export
license or other government approval at the time of export without first
obtaining such license or approval and the written approval of EC. The parties
shall comply with any and all federal, state and local laws, ordinances,
statutes, rules, and regulations, applicable to this Agreement, including but
not limited to, applicable security regulations.

                                                                          Page 3
<PAGE>

10. ILLEGAL PAYMENTS. Neither of the parties will, in connection with this
Agreement or its performance, directly or indirectly pay, offer or promise to
pay, or authorize the payment of, money or any thing of value, to any official,
or to any person while knowing or having reason to know that all or a portion of
the payment will be offered, given or promised, directly or indirectly, to an
official, for the purpose of: (i) influencing any act or decision of the
official in his or her official capacity; (ii) inducing the official to do or
omit any act in violation of his or her lawful duty; (iii) obtaining any
improper advantage; or (iv) inducing an official to use his or her influence
improperly to affect or influence any act or decision. The term "official" means
(a) any officer or employee of a foreign government, a public international
organization or any department or agency thereof; (b) any person acting in an
official capacity; (c) any foreign political party or party official, or any
candidate for foreign political office. KMA agrees to notify EC immediately of
any extortive solicitation, demand or other request for anything of value, by or
on behalf of any official or agent thereof and directed to itself or to EC. If
KMA violates any provision of this paragraph, this Agreement shall be
immediately terminated for good cause.

11. CHOICE OF LAWS. This Agreement shall be governed by, and construed in
accordance with, the laws of the District of Columbia applicable to agreements
made and to be performed entirely within jurisdiction.

12. AMENDMENTS. This Agreement may not be modified or waived, in whole or in
part, except in a writing signed by the parties. KMA may not sell, assign,
transfer or delegate any rights, interests or obligations hereunder without EC's
prior written approval. Each party agrees to execute, acknowledge and deliver
such further instruments, and do all further similar acts, as may be necessary
or appropriate to carry out the purposes and intent of this agreement.

If the above correctly sets forth the terms of our understanding, please sign
and return it to our offices.

                                                     Sincerely,

                                                     Nelson W. Cunningham
                                                     Managing Partner
AGREED AND ACCEPTED:

Ecology Coating, Inc.
d/b/a Ecology Coatings

By: /s/ Richard D. Stromback
    -----------------------------------
    Richard D. Stromback
    CEO and President


                                                                          Page 4
<PAGE>

                                  ATTACHMENT A
                                   SUCCESS FEE

1. EC shall pay KMA a Success Fee as follows:

     (a) If EC collects royalties or license fees from a third party (whether
payable over time or as a lump sum) (the "Royalties"), whose relationship with
EC is the direct result of KMA's material efforts under the Agreement, the
Success Fee shall be equal to two percent (2%) of the Royalties actually
received by EC for the term of the applicable royalty agreement between EC and
such third party, but not to exceed forty-eight months (48) months from the
effective date of such royalty agreement. The amount of any Royalties on which
the Success Fee is based shall be net of any duties or taxes paid by EC on such
amounts, including without limitation, withholding taxes, VAT, sales or excise
taxes.

     (b) If KMA's material efforts under the Agreement directly result in a
joint venture, joint development agreement or other business arrangement
(collectively referred to as the "Joint Venture") with a third party, under or
as a result of which EC sells products to end users, EC shall pay KMA a Success
Fee calculated as follows: two percent (2%) of the Net Sales actually received
by EC upon sale of such products for the term of the Joint Venture, but not to
exceed forty-eight (48) months from the effective date of the Joint Venture.
"Net Sales" on which the Success Fee is based shall not include (i) any duties
or taxes paid by EC on such amounts, including without limitation withholding
taxes, VAT, sales or excise taxes or customs duties; (ii) any discounts,
transportation charges, insurance, returns, trade-in allowances, special
packaging additions and other similar items; (iii) fees received by EC for
services; or (iv) amounts collected by EC for products where a material amount
of the technology incorporated into the products is not derived from the
Applicable Technology. "Applicable Technology" shall mean EC's or
jointly-developed technology, or technology owned by a joint venture in which EC
is part-owner.

2. The Success Fee shall be paid to KMA in United States Dollars on the 15th day
of each month, in arrears, for Royalties or Net Sales collected by EC during the
previous month.

3. In the case of Net Sales or Royalties received by EC in a currency other than
United States Dollars, these will be converted at the exchange rate of the
telegraphic transfer bought (TTB) of Citibank as of the close of business on the
date of EC's receipt of such funds, prior to calculating the Success Fee due to
KMA.

                                                                          Page 5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.25
<SEQUENCE>29
<FILENAME>k16632exv10w25.txt
<DESCRIPTION>BUSINESS ADVISORY BOARD AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.25

                        BUSINESS ADVISORY BOARD AGREEMENT

     THIS AGREEMENT is by and between Ecology Coatings, Inc., a California
corporation (the "Company"), and Dr. William F. Coyro, Jr. ("Coyro"), by and
through The Rationale Group, LLC, a Michigan limited liability company, and is
entered to be effective as of June 1, 2007 (the "Effective Date").

                                    RECITALS

     WHEREAS, the Company desires to retain Coyro for Chairman of the Compnay's
Business Advisory Board;

     WHEREAS, the Company has determined that it is desirable to provide Coyro
with compensation and benefits terms which adequately compensate Coyro for the
services he renders to the Company, and, to ensure such compensation and
benefits are consistent with those of like consultants of other public
companies; and

     WHEREAS, Coyro is willing to serve as Chairman of the Business Advisory
Board upon the terms and conditions set forth herein.

                                    AGREEMENT

     Now, therefore, it is hereby agree as follows:

     1. TERM. The term of this Agreement shall commence as of the Effective Date
and shall expire, subject to earlier termination of employment as hereinafter
provided, on June 1, 2009.

     2. POSITION AND DUTIES. During the term of this Agreement, Coyro shall
serve as Chairman of the Business Advisory Board and shall have the normal
duties, responsibilities, functions and authority of such position, subject to
the powers of the Company's Board of Directors and Chief Executive Officer to
expand or limit such duties, responsibilities, functions and authority, limited
only to those duties, responsibilities, functions and authority commensurate
with an advisory board position. Without limiting the foregoing, Coyro shall:
(i) attract and recruit seasoned professionals to serve on the Business Advisory
Board; (ii) identify potential investors to the Company, and; (iii) act as a
strategic Coyro and mentor to the Company's management team. Coyro shall serve
on a part-time basis.

     3. COMPENSATION.

          3.1 Monthly Consulting Fee. During the term of the Agreement, the
     Company shall pay Coyro Eleven Thousand and 00/100 dollars ($11,000.00) per
     month via a cheque made payable to The Rationale Group, LLC beginning on
     June 30, 2007 and continuing with like payments on the last business day of
     each month thereafter.

<PAGE>

          3.2 Options. The Company shall issue Coyroy options to purchase Two
     Hundred Thousand (200,000) shares of the Company's common stock. The
     exercise price of the options shall be Two and 00/100 dollars ($2.00) per
     share. The options shall vest as follows: 25% on the six (6) month
     anniversary of the Effective Date; 50% on the twelve (12) month anniversary
     of the Effective Date; 75% on the eighteen (18) month anniversary of the
     Effective Date, and; 100% on the twenty-four (24) month anniversary of the
     Effective Date. The options shall have a ten (10) year term from the date
     of issue. Should this Agreement terminate prior to June 1, 2009, Coyro
     shall be entitled, on a pro rata basis, to those options which have vested
     as of the date of termination. For example, if this Agreement is terminated
     on April 1, 2008, Coyro shall be issued options to purchase Seventy-Five
     Thousand (75,000) shares of the Company's common stock.

          3.3 Expenses. Coyro shall be entitled to receive prompt reimbursement
     for all reasonable expenses incurred by Coyro in the conduct of Company
     business. Coyro must present to the Company reasonably detailed receipts
     with respect to all expenses prior to any reimbursement. All expenses must
     be pre-approved by the Chief Financial Officer of the Company, or his
     designee.

          3.4 No Other Compensation. Except as explicitly provided for herein,
     Coyro shall not be entitled to any additional compensation unless hereafter
     agreed to by the parties.

     4. TERMINATION.

          4.1 Termination by the Company. The Company may terminate this
     Agreement immediately for Cause. For purposes hereof, "Cause" shall mean:
     (a) the continued failure of Coyro to perform substantially Coyro's duties
     with the Company as set forth in Section 2, or; (b) dishonest or fraudulent
     conduct, a deliberate attempt to do injury to the Company, or other
     conduct, past or present, that materially discredits the Company or is
     materially detrimental to the reputation of the Company including Coyro's
     conviction of or plea of guilty or no contest to a felony under any state
     or federal statute, which is materially injurious to the Company.

          4.2 Death of Coyro. This Agreement shall terminate immediately upon
     the death of Coyro, except that Coyro's estate shall be entitled to receive
     any amount accrued under Section 3 for the period prior to Coyro's death
     and any other amount to which Coyro was entitled of the time at his death.

     5. CONFIDENTIAL INFORMATION. Coyro acknowledges that, in the course of
carrying out, performing and fulfilling Coyro's duties hereunder, Coyro will
have access to and will be entrusted with detailed, confidential and sensitive
information relating to the business of the Company (the "Confidential
Information") the disclosure


                                       2

<PAGE>

of any of which Confidential Information would be highly detrimental to the
interests of the Company. Except as may be required in the course of carrying
out Coyro's duties hereunder, Coyro covenants and agrees with the Company that
Coyro will not disclose either during the term of this Agreement or at any time
thereafter, any of such Confidential Information to any person (subject to legal
compulsion).

     6. MUTUAL INDEMNITY. The Company hereby agrees to indemnify and save
harmless Coyro against all damage costs, claims and expenses incurred in
connection with the provision of Coyro's services to the Company in accordance
with the terms of this Agreement (other than as a result of negligence on the
part of Coyro) and this subparagraph shall survive the termination of this
Agreement. Coyro hereby agrees to indemnify and save harmless the Company and
its directors, officers, shareholders and employees against all damage costs,
claims and expenses incurred in connection with the provision of Coyro's
services to the Company in accordance with the terms of this Agreement (other
than as a result of negligence on the part of the Company) and this subparagraph
shall survive the termination of this Agreement.

     7. ENTIRE AGREEMENT. This Agreement contains the entire agreement between
the parties with respect to the transactions contemplated herein and supersedes,
as of the Effective Date any prior agreement or understanding between the
Company and Coyro with respect to Coyro's relationship with the Company. The
unenforceability of nay provision of this Agreement shall not affect the
enforceability of any other provision. This Agreement may not be amended except
by agreement in writing signed by Coyro and the Company, or any waiver, change,
discharge or modification as sought. Waiver or failure to exercise any rights
provided by this Agreement and in any respect shall not be deemed a waiver of
any further or future rights.

     8. ATTORNEYS' FEES and COSTS. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.

     9. GOVERNING LAW. This Agreement and all the amendments hereof, and waivers
and consents with respect thereto shall be governed by the laws of the State of
Michigan.

     10. ASSIGNMENT. This Agreement shall not be assigned to other parties.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
Effective Date.


                                       3

<PAGE>

The Company

Ecology Coatings, a California corporation


- -------------------------------------
Adam S. Tracy, Esq.
Vice President


The Rationale Group, LLC


- -------------------------------------
Dr. William F. Coyro, Jr., President
The Rationale Group, LLC


                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.26
<SEQUENCE>30
<FILENAME>k16632exv10w26.txt
<DESCRIPTION>CONSULTING AGREEMENT DATED JUNE 26, 2007
<TEXT>
<PAGE>

                                                                   Exhibit 10.26

                              CONSULTING AGREEMENT

     This Consulting Agreement (the "Agreement") is made as of the 26th day of
June, 2007 by and between Ecology Coatings, Inc., a California corporation (the
"Company") and Trimax, LLC, a Michigan limited liability company ("Consultant")

     WHEREAS, Consultant is an accomplished industrialist, maintaining numerous
personal relationships deemed valuable by the Company;

     WHEREAS, the Company desires to retain Consultant for purposes of
leveraging said personal relationships as means with which to benefit the
Company, and;

     WHEREAS, the Company and Consultant collectively desire to ratify and
confirm the compensation payable to Consultant for his services with respect
thereto.

     NOW, THEREFORE, in consideration of the mutual agreements, covenants,
representations and warranties contained in this Agreement, the parties hereby
agree as follows:

     I. Appointment. The Company hereby retains Consultant to provide consulting
and advisory services to the Company concerning the business and affairs of the
Company (collectively, the "Services"). Consultant hereby agrees to accept such
engagement and perform its duties hereunder diligently and in the best interests
of the Company in accordance with the provisions of this Agreement

     II. Term. This Agreement shall commence as of the date hereof and shall
continue until June 26, 2009.

     III. Duties. The non-exclusive Services contemplated hereunder to be
performed by Consultant for the compensation set out in Article III are as
follows:

          a.   Advise and consult the Company on business development and
               strategic planning;

          c.   Identify potential strategic partners and customers to the
               Company, and;

          b.   Identify and facilitate communications between the Company and
               said potential strategic partners and customers.

     IV. Compensation. The Company shall pay Consultant as follows:

          a.   The Company shall issue Consultant options to purchase Three
               Hundred Thousand (300,000) shares of the Company's common stock
               at a price of Two dollars ($2.00) per share. The options shall
               carry no restriction on exercise and will have a ten-year term
               from the date hereof. The Company shall register the options as
               part of the first registration statement filed with the
               Securities Exchange Commission from the date hereof. See Exhibit
               "A."

<PAGE>

          b.   The Company shall issue Consultant options to purchase Three
               Hundred Thousand (300,000) shares of the Company's common stock
               at a price of Two ($2.00) dollars per share. The options shall be
               restricted for twelve (12) months from the date hereof. The
               options will have a ten (10) year term from the date hereof. See
               Exhibit "B."

          c.   The Company shall issue Consultant options to purchase Four
               Hundred Thousand (400,000) shares of the Company's common stock
               at a price of Two ($2.00) dollars per share. The options shall be
               restricted for twenty-four (24) months from the date hereof. The
               options will have a ten (10) year terms from the date hereof. See
               Exhibit "C."

     V. Expenses. Upon submission by Consultant of reasonable documentation, the
Company shall reimburse Consultant for its expenses, including but not limited
to attorneys, accountants, and other professional advisors, regardless of
whether or not a transaction occurs. Consultant agrees to provide

     VI. Other Engagements. The parties acknowledge that Consultant will be
acting in a like capacity to parties other than the Company and agree that the
provision of services to such parties shall not constitute a breach hereof or of
any duty owed to the Company by virtue of this Agreement.

     VII. Independent Contractor. In providing services pursuant to this
Agreement, the Consultant shall be an independent contractor, and neither party
to this Agreement shall make any representations or statements indicating or
suggesting that any joint venture, partnership, or other such relationship
exists between any of the parties except as set forth herein.

     VIII. Mutual Indemnity.

          a. Company Indemnification. The Company shall indemnify, defend and
     protect Consultant and shall hold Consultant harmless from and against any
     and all claims, demands, losses, costs, expenses, obligations, liabilities,
     damages, recoveries and deficiencies, including interest, penalties and
     reasonable attorneys' fees that Consultant may incur or suffer, which arise
     from or relate to any liability to any person or entity relating to or
     resulting from any misrepresentation or omission by the Company to
     Consultant or any investor related to, in connection with or arising out
     of, directly or indirectly, Consultant.

          b. Consultant Indemnification. Consultant shall indemnify, defend and
     protect the Company and shall hold the Company harmless from and against
     any and all claims, demands, losses, costs, expenses, obligations,
     liabilities, damages, recoveries and deficiencies, including interest,
     penalties and reasonable attorneys' fees that the Company may incur or
     suffer, which arise from or relate to any liability to any person or entity
     relating to or resulting from any misrepresentation or omission by
     Consultant to the Company or any investor related to, in connection with or
     arising out of, directly or indirectly, Consultant.


                                       2

<PAGE>

     IX. Confidential Information. The Consultant acknowledges that, in the
course of carrying out, performing and fulfilling the Consultant's duties
hereunder, the Consultant and certain of the Consultant's employees will have
access to and will be entrusted with detailed, confidential and sensitive
information relating to the business of the Company (the "Confidential
Information"), the disclosure of any of which Confidential Information would be
highly detrimental to the interests of the Company. "Confidential Information"
means all trade secrets, proprietary information, patents and other data and
information, in any form, belonging to the Company or any of its clients,
customers, consultants, licensees or affiliates, that is held in confidence by
the Company. "Confidential Information" further includes, but is not limited to
computer software, the business plans and arrangements, customer lists,
marketing materials, financial information, research, technical data and any
other information identified or treated as confidential by the Company or its
clients, customer, consultants, licensees or affiliates. Notwithstanding the
foregoing, "Confidential Information" does not include information which the
Company has voluntarily disclosed to the public without restriction, or which is
otherwise known to the public at large. Except as may be required in the course
of carrying out the Services, the Consultant covenants and agrees with the
Company that neither the Consultant nor any of the Consultant's employees will
disclose either during the Term or at any time thereafter, any of such
Confidential Information to any person (subject to legal compulsion).

     X. Miscellaneous.

          a. Successors and Assigns. Except as otherwise expressly provided
     herein, the provisions hereof shall inure to the benefit of, and be binding
     upon, the successors, assigns, heirs, executors and administrators of the
     parties hereto.

          b. Entire Agreement. This Agreement constitutes the full and entire
     understanding and agreement between and among the parties with regard to
     the subjects hereof and thereof.

          c. Notices. All notices, requests, demands, instructions or other
     communications required or permitted to be given under this Agreement shall
     be in writing and (i) shall be deemed to have been duly given upon
     delivery, if delivered personally or by one-day courier, or by facsimile
     transmission where receipt is acknowledged by the receiving machine or if
     given by prepaid telegram; or (ii) if mailed first-class, postage prepaid,
     registered or certified mail, return receipt requested, shall be deemed to
     have been delivered three (3) business days after deposit in the United
     States mails, to this applicable party's address set forth on the signature
     page. Either party hereto may change the address to which communications
     are to be directed by given written notice to other parties hereto of such
     change in the manner provided above.

          d. Titles and Subtitles. The titles of the paragraphs and
     subparagraphs of this Agreement are for the convenience of reference only
     and are not be considered in construing this Agreement.


                                       3

<PAGE>

          e. Counterparts. This Agreement may be executed in any number of
     counterparts, each of which shall be an original, but all of which together
     shall constitute one instrument.

          f. Attorneys' Fees, Costs. In the event a party breaches this
     Agreement, the prevailing party shall pay all costs and attorney's fees
     incurred by any other party in connection with such breach, whether or not
     any litigation is commenced.

          g. Further Assurances. The parties agree to sign all such documents
     and to do all such things as may be necessary or desirable to more
     completely and effectively carry out the terms and intentions of this
     agreement.

          h. Applicable Law. This Agreement shall be governed by and construed
     in accordance with the laws of the State of Michigan.

     IN WITNESS WHEREOF each of the parties hereto has executed this Agreement
as of the date first written above.

TRIMAX, LLC


/s/ Daryl R. Repokis
- -------------------------------------
Daryl R. Repokis


ECOLOGY COATINGS, INC.


/s/ Richard D. Stromback
- -------------------------------------
Richard D. Stromback, Chairman


                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21.1
<SEQUENCE>31
<FILENAME>k16632exv21w1.txt
<DESCRIPTION>LIST OF SUBSIDIARIES OF THE COMPANY
<TEXT>
<PAGE>
                                                                    Exhibit 21.1

List of Subsidiaries:

Ecology Coatings, Inc., a California corporation.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>32
<FILENAME>k16632exv99w1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>
                                                                    Exhibit 99.1

                             (ECOLOGYCOATINGS LOGO)

      ECOLOGY COATINGS, INC. COMPLETES REVERSE MERGER WITH OCIS CORPORATION

      Green Coatings Leader Begins Trading Under New Symbol (OTCBB: ECOC,)
                             Expands Executive Team

BLOOMFIELD HILLS, Mich. - July 30, 2007 - ECOLOGY COATINGS, INC. (OTCBB: ECOC),
the global leader in the development of nano-enabled, ultra-violet (UV) curable,
clean technology coatings, today announced that it closed its reverse merger
with OCIS CORPORATION on July 26, 2007 and the merger was be effective as of
July 27, 2007.

As previously announced, on April 30, 2007 OCIS Corp. and Ecology Coatings
entered into a merger agreement, which called for OCIS to acquire Ecology
Coatings in a statutory merger with Ecology Coatings becoming a wholly owned
subsidiary of OCIS. On July 27, 2007, Ecology Coatings merged with OCIS and
became the surviving corporation and a wholly-owned subsidiary of OCIS, which
then changed its name to Ecology Coatings, Inc.

"The successful completion of this transaction coupled with Ecology Coatings'
common stock listing on the OTC Bulletin Board(R) are both major milestones for
us. Our listing on the OTCBB will provide us with access to new investors, new
sources of capital with which to grow our company, and greatly enhance our
visibility and market awareness of our outstanding line of leading-edge, clean
technology coating products," stated Richard D. Stromback, chairman of the board
of directors for Ecology Coatings.

Pursuant to the terms of the merger agreement, the board of directors and
executive officers of OCIS Corp. resigned and were replaced by the board and
officers of Ecology Coatings, who have become the new board and executive
officers of the surviving entity.

The company also announced the addition of the following individuals to the
executive team:

- -    David W. Morgan--vice president, chief financial officer, and treasurer.
     Prior to joining Ecology Coatings, Mr. Morgan served as the vice president
     of finance and corporate development, chief financial officer, and
     treasurer of TechTeam Global, Inc. a publicly-traded, worldwide provider of
     information technology and business process outsourcing services. He has
     also served as the CFO of two other public and private technology companies
     addressing the industrial manufacturing sector. Mr. Morgan holds a B.A.
     degree in economics and political science from the University of Michigan.

- -    Tim Tanner--vice president of business development. Mr. Tanner joined
     Ecology Coatings with more than 19 years of experience in the development
     and marketing of UV-curable coatings for Redspot Paint and Varnish and
     North American Lighting. Mr.
<PAGE>
     Tanner was instrumental in developing both domestic and global automotive
     lighting applications for UV products and in establishing strategic
     relationships with Japanese and European partners. Mr. Tanner holds a B.S.
     degree in chemistry from Murray State University.

"Dave's extensive experience as the CFO of multiple high-tech public and private
companies and Tim's long term experience with UV-curable coatings are perfectly
suited to meet our organizational needs and growth expectations for Ecology
Coatings. They are welcome additions to our executive team," stated F. Thomas
Krotine, president and chief executive officer of Ecology Coatings.

ABOUT ECOLOGY COATINGS, INC.

Ecology Coatings, Inc. is the global leader in the development of nano-enabled,
ultra-violet curable, clean technology coatings that are designed to drive
efficiencies and clean processes in manufacturing. The company creates
proprietary coatings with unique performance attributes by leveraging its
platform of integrated nano-material technologies. Ecology Coatings collaborates
with industry leaders to develop high-value, high-performance coatings for
applications in the specialty paper, automotive, general industrial, electronic,
and medical sectors of the economy. For information about Ecology Coatings and
its product offerings, call (248) 723-2223 or visit www.ecologycoatings.com.
Ecology Coatings' common stock is traded on the OTC Bulletin Board under the
symbol "ECOC".

Founded in March 1990 and headquartered in Bloomfield Hills, Michigan, Ecology
Coatings also maintains an advanced manufacturing facility in Akron, Ohio.

FORWARD-LOOKING STATEMENTS

Except for statements of historical fact, the information presented herein
constitutes forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
generally can be identified by phrases such as, Ecology Coatings (the
"Company"), by and through its management, "anticipates," "believes,"
"estimates," "expects," "forecasts," "foresees," "intends," "plans" or other
words of similar import. Similarly, statements herein that describe the
Company's business strategy, outlook, objectives, plans, intentions or goals
also are forward-looking statements. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include but are not
limited to: Ecology Coatings' ability to develop, manufacture and market
innovative products in a rapidly changing technological environment; the
Company's ability to compete in products and prices in an intensely competitive
industry; the Company's ability to maintain and enforce a strong intellectual
<PAGE>
property portfolio; the Company's ability to attract sufficient capital; the
Company's ability to attract and retain talented individuals; adverse changes in
general economic or market conditions, and; other events, factors and risks
previously and from time to time disclosed in our filings with the Securities
and Exchange Commission, including, specifically, the Company's latest periodic
Report on Form 8-K.

                      Ecology Coatings, A Cleantech Company

                                       ###
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>33
<FILENAME>k16632exv99w2.txt
<DESCRIPTION>AUDITED FINANCIAL STATEMENTS
<TEXT>
<PAGE>

                                                                    Exhibit 99.2

                             ECOLOGY COATINGS, INC.

                              FINANCIAL STATEMENTS

                               FOR THE YEARS ENDED
                           SEPTEMBER 30, 2006 AND 2005

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Ecology Coatings, Inc.

We have audited the accompanying balance sheets of Ecology Coatings, Inc. as of
September 30, 2006 and 2005 and the related statements of operations,
stockholders' equity (deficit), and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ecology Coatings, Inc. as of
September 30, 2006 and 2005, and the results of its operations, changes in
stockholders' equity (deficit) and its cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 8 to the
financial statements, the Company has suffered recurring losses from operations
and has a net capital deficiency that raise substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 8. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ Semple, Marchal & Cooper, LLP

Certified Public Accountants

Phoenix, Arizona
January 16, 2007

<PAGE>

                             ECOLOGY COATINGS, INC.
                                 BALANCE SHEETS
                           SEPTEMBER 30, 2006 AND 2005

                                     ASSETS

<TABLE>
<CAPTION>
                                       2006        2005
                                    ----------   --------
<S>                                 <C>          <C>
Current Assets:
   Cash and cash equivalents        $  736,379   $ 10,165
   Accounts receivable                      --        303
   Prepaid expenses                     31,357         --
                                    ----------   --------
      Total Current Assets             767,736     10,468
                                    ----------   --------
Property and Equipment
   Computer equipment                    1,733         --
   Furniture and fixtures                1,062         --
   Test equipment                        6,862      2,971
                                    ----------   --------
                                         9,657      2,971
   Less: accumulated depreciation       (1,489)      (568)
                                    ----------   --------
      Property and Equipment, net        8,168      2,403

Patents                                230,978    108,916
                                    ----------   --------
      Total Assets                  $1,006,882   $121,787
                                    ==========   ========
</TABLE>

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements


                                       -2-

<PAGE>

                             ECOLOGY COATINGS, INC.
                           BALANCE SHEETS (CONTINUED)
                           SEPTEMBER 30, 2006 AND 2005

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                                     2006         2005
                                                                 -----------   ---------
<S>                                                              <C>           <C>
Current Liabilities:
   Accounts payable                                              $   285,666   $ 224,697
   Deferred revenue                                                   41,667      41,667
   Accrued payroll taxes                                               8,577          --
   Accrued wages                                                      33,812       1,812
   Franchise tax payable                                                 800       1,192
   Interest payable                                                   78,744      13,510
                                                                 -----------   ---------
      Total Current Liabilities                                      449,266     282,878

   Deferred revenue - long term portion                               24,885      66,552
   Convertible notes payable                                       1,350,000          --
   Notes payable - related party                                     297,030     313,030
                                                                 -----------   ---------
      Total Liabilities                                            2,121,181     662,460
                                                                 -----------   ---------
Stockholders' Equity (Deficit):
   Preferred stock - 10,000,000 no par shares authorized;
      no shares issued or outstanding as of September 30, 2006
      and 2005                                                            --          --
   Common stock - 50,000,000 no par shares authorized;
      28,200,000 and 18,000,000 shares issued and outstanding
      as of September 30, 2006 and 2005, respectively                142,000      56,000
   Accumulated Deficit                                            (1,256,299)   (596,673)
                                                                 -----------   ---------
   Total Stockholders' Equity (Deficit)                           (1,114,299)   (540,673)
                                                                 -----------   ---------
      Total Liabilities and Stockholders' Equity (Deficit)       $ 1,006,882   $ 121,787
                                                                 ===========   =========
</TABLE>

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements


                                       -3-

<PAGE>

                             ECOLOGY COATINGS, INC.
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2006 AND 2005

<TABLE>
<CAPTION>
                                            2006          2005
                                        -----------   -----------
<S>                                     <C>           <C>
Revenues                                $    41,838   $    17,084
General and administrative costs            636,230       318,759
                                        -----------   -----------
      Operating Loss                       (594,392)     (301,675)
                                        -----------   -----------
Other Income (Expense):
   Interest expense                         (65,234)      (10,366)
                                        -----------   -----------
   Total Other Income (Expense)             (65,234)      (10,366)
                                        -----------   -----------
      Net Loss                          $  (659,626)  $  (312,041)
                                        -----------   -----------
Basic and diluted net loss per share    $     (0.03)  $     (0.02)
                                        ===========   ===========
Basic and diluted weighted average of
   common shares outstanding             24,662,466    15,517,808
                                        ===========   ===========
</TABLE>

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements


                                       -4-
<PAGE>

                             ECOLOGY COATINGS, INC.
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED SEPTEMBER 30, 2006 AND 2005

<TABLE>
<CAPTION>
                                             Common Stock                          Total
                                        ---------------------   Accumulated    Stockholders'
                                          Shares      Amount      Deficit     Equity (Deficit)
                                        ----------   --------   -----------   ----------------
<S>                                     <C>          <C>        <C>           <C>
Balance at September 30, 2004           12,000,000   $  1,000   $  (284,632)    $  (283,632)
Conversion of debt                       6,000,000     55,000            --          55,000
Net loss for the year ended
   September 30, 2005                           --         --      (312,041)       (312,041)
                                        ----------   --------   -----------     -----------
Balance at September 30, 2005           18,000,000     56,000      (596,673)       (540,673)
Conversion of debt                       7,200,000     66,000            --          66,000
Issuance of common stock for services    3,000,000     20,000            --          20,000
Net loss for the year ended
   September 30, 2006                           --         --      (659,626)       (659,626)
                                        ----------   --------   -----------     -----------
Balance at September 30, 2006           28,200,000   $142,000   $(1,256,299)    $(1,114,299)
                                        ==========   ========   ===========     ===========
</TABLE>

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements


                                       -5-

<PAGE>

                             ECOLOGY COATINGS, INC.
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2006 AND 2005

<TABLE>
<CAPTION>
                                                          2006         2005
                                                       ----------   ---------
<S>                                                    <C>          <C>
Cash flows from operating activities
Net loss                                               $ (659,626)  $(312,041)
Adjustments to reconcile net loss
   to net cash used in operating activities:
   Depreciation and amortization                              921         408
   Issuance of common stock for services                   20,000          --
Changes in Asset and Liabilities
   Accounts receivable                                        303        (303)
   Prepaid expenses                                       (31,357)         --
   Accounts payable                                        60,969     186,468
   Accrued payroll taxes and wages                         40,577     (76,017)
   Interest payable                                        65,234      10,334
   Franchise tax payable                                     (392)      1,192
   Deferred revenue                                       (41,667)    108,219
                                                       ----------   ---------
      Net cash used by operating activities              (545,038)    (81,740)
                                                       ----------   ---------
Cash flows from investing activities
   Purchase of fixed assets                                (6,686)       (279)
   Purchase of intangibles                               (122,062)   (108,917)
                                                       ----------   ---------
      Net cash used by investing activities              (128,748)   (109,196)
                                                       ----------   ---------
Cash flows from financing activities
   Proceeds from debt                                   1,400,000     187,030
                                                       ----------   ---------
   Net cash provided by financing activities            1,400,000     187,030
                                                       ----------   ---------
Net increase (decrease) in cash and cash equivalents      726,214      (3,906)
Cash and cash equivalents at beginning of year             10,165      14,071
                                                       ----------   ---------
Cash and cash equivalents at end of year               $  736,379   $  10,165
                                                       ==========   =========
</TABLE>

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements


                                       -6-

<PAGE>

                             ECOLOGY COATINGS, INC.
                      STATEMENTS OF CASH FLOWS (CONTINUED)
                 FOR THE YEARS ENDED SEPTEMBER 30, 2006 AND 2005

<TABLE>
<CAPTION>
                                                             2006      2005
                                                           -------   -------
<S>                                                        <C>       <C>
Supplemental Disclosure of Cash Flow Information
   Interest paid                                           $    --   $    --
   Income taxes paid                                       $    --   $    --
Supplemental Disclosure of Non-Cash Financing Activities
   Conversion of notes for common stock                    $66,000   $55,000
   Issuance of common stock for services                   $20,000   $    --
</TABLE>

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements


                                       -7-

<PAGE>

                             ECOLOGY COATINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS AND
USE OF ESTIMATES

     DESCRIPTION OF THE COMPANY. Ecology Coatings, Inc. (the "Company") was
organized under the laws of the State of California on March 15, 1990. The
Company is engaged in developing patented, nanotechnology-enhanced coatings that
are licensed to industries that need or sell protective coatings and/or will be
manufactured and sold to other industries through direct sales or distribution
partner(s). The length of licenses varies, but they typically last for one year.
The Company's market consists primarily of manufacturers of electrical, plastic
and metal products throughout the world.

     REVENUE RECOGNITION. Revenues from licensing contracts are recorded ratably
over the life of the contract. Contingency earnings such as royalty fees are
recorded when the amount can reasonably be determined and collection is likely.

     LOSS PER SHARE. Basic loss per share is computed by dividing the net loss
by the weighted average number of shares of common stock outstanding during the
period. Diluted loss per share is computed by dividing the net loss by the
weighted average number of shares of common stock and potentially dilutive
securities outstanding during the period. Potentially dilutive shares consist of
the incremental common shares issuable upon the exercise of stock options and
warrants. Potentially dilutive shares are excluded from the weighted average
number of shares if their effect is antidilutive. The Company had a net loss for
all periods presented herein; therefore, none of the stock options outstanding
during each of the periods presented were included in the computation of diluted
loss per share as they were antidilutive. As of September 30, 2006 and 2005,
there were 150,000 and 0 potentially dilutive securities outstanding. (See stock
split in Note 9--Subsequent Events and convertible debt in Note 4 - Notes
Payable).

     INCOME TAXES AND DEFERRED INCOME TAXES. We use the asset and liability
approach for financial accounting and reporting for income taxes. Deferred
income taxes are provided for temporary differences in the bases of assets and
liabilities as reported for financial statement purposes and income tax purposes
and for the future use of net operating losses. We have recorded a valuation
allowance against the net deferred income tax asset. The valuation allowance
reduces deferred income tax assets to an amount that represents management's
best estimate of the amount of such deferred income tax assets that more likely
than not will be realized. The Company cannot be assured of future income to
realize the net deferred income tax asset; therefore no deferred income tax
asset has been recorded in the accompanying financial statements.

     USE OF ESTIMATES. The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts of
assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.

     CASH AND CASH EQUIVALENTS. The Company considers cash held at banks and all
highly liquid investments with original maturities of three months or less to be
cash and cash equivalents.


                                       -8-
<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS AND
USE OF ESTIMATES (CONTINUED)

     ACCOUNTS RECEIVABLE. Accounts receivable consist of amounts due from
customers less amounts for potentially uncollectible accounts. The Company
follows the allowance method of recognizing uncollectible accounts receivable.
The Company provides a provision for an estimate of accounts receivable deemed
to be uncollectible. This estimate is based upon the length of time balances are
outstanding from the terms of sale and the Company's prior history of
uncollectible accounts receivable. The allowance for doubtful accounts was $0
and $4,845 at September 30, 2006 and 2005, respectively. Accounts receivable are
generally unsecured and do not include any finance charges.

     PROPERTY AND EQUIPMENT. Property and equipment is stated at cost, less
accumulated depreciation. Depreciation is recorded using the straight-line
method over the following useful lives:

<TABLE>
<S>                      <C>
Computer equipment       3-5 years
Furniture and fixtures   3-7 years
Test equipment           5-7 years
</TABLE>

Repairs and maintenance costs are charged to operations as incurred. Betterments
or renewals are capitalized as incurred.

     PATENTS. It is the Company's policy to capitalize costs associated with
securing a patent. Costs consist of legal and filing fees. Once a patent is
issued, it will be amortized on a straight-line basis over its estimated useful
life. No patents were issued as of September 30, 2006.

     RESEARCH AND DEVELOPMENT EXPENDITURES. Research and development
expenditures, which include the cost of materials consumed in research and
development activities, salaries, wages and other costs of personnel engaged in
research and development, costs of services performed by others for research and
development on behalf of the company and indirect costs are expensed as research
and development costs when incurred. No research and development costs were
incurred for the years ending September 30, 2006 and 2005.

     STOCK-BASED COMPENSATION. Our stock option plans are subject to the
provisions of Statement of Financial Accounting Standards ("SFAS") Number
123(R), Accounting for Stock-Based Compensation. Under the provisions of SFAS
Number 123(R), employee and director stock-based compensation expense is
measured utilizing the fair-value method.

     The Company accounts for stock options granted to non-employees under SFAS
Number 123 using EITF 98-16 requiring the measurement and recognition of
stock-based compensation to consultants under the fair-value method with
stock-based compensation expense being charged to earnings on the earlier of the
date services are performed or a performance commitment exists.


                                       -9-

<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS AND
USE OF ESTIMATES (CONTINUED)

     RECENT ACCOUNTING PRONOUNCEMENTS. In June 2006, the FASB issued FASB
Interpretation No. 48, "An Interpretation of FASB Statement No. 109," ("FIN No.
48") which clarifies the accounting for uncertainty in income taxes recognized
in a company's financial statements in accordance with FASB Statement No. 109,
"Accounting for Income Taxes." This Interpretation prescribes a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. FIN
No. 48 reflects the benefit recognition approach, where a tax benefit is
recognized when it is "more likely than not" to be sustained based on the
technical merits of the position. This Interpretation is effective for fiscal
years beginning after December 15, 2006. The adoption of this interpretation
will not have a material effect on the Company's financial statements.

     In April 2006, the FASB issued FASB Staff Position (FSP) FIN No. 46(R)-6,
"Determining the Variability to Be Considered in Applying FASB Interpretation
No. 46(R)", that will become effective beginning the third quarter of 2006. FSP
FIN No. 46(R)-6 clarifies that the variability to be considered in applying FASB
Interpretation 46(R) shall be based on an analysis of the design of the variable
interest entity. The adoption of this FSP did not have a material effect on the
Company's financial statements.

     In March 2006, the FASB issued Statement of Financing Accounting Standard
("SFAS") No. 156, "Accounting for Servicing of Financial Assets," ("SFAS No.
156") which provides an approach to simplify efforts to obtain hedge-like
(offset) accounting. This new Statement amends SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,"
with respect to the accounting for separately recognized servicing assets and
servicing liabilities. SFAS No. 156 is effective for all separately recognized
servicing assets and liabilities as of the beginning of an entity's fiscal year
that begins after September 15, 2006, with earlier adoption permitted in certain
circumstances. The Company does not expect SFAS No. 156 will have a material
effect on its financial statements.

     In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements",
which establishes how companies should measure fair value when they are required
to use a fair value measure for recognition or disclosure purposes under GAAP.
This Statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years. The Company is currently evaluating the impact of this Statement on our
financial statements, but we do not expect SFAS 157 to have a material effect.


                                      -10-

<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS AND
USE OF ESTIMATES (CONTINUED)

     RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED). In September 2006, the FASB
issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and
Other Postretirement Plans" ("SFAS No. 158") an amendment of FASB Statement No.
87 "Employers' Accounting for Pensions", FASB Statement No. 88 "Employers'
Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and
for Terminated Benefits", FASB No. 106 "Employers' Accounting for Postretirement
Benefits Other than Pensions", and FASB Statement No. 132 (R) "Employers'
Disclosures about Pensions and Other Postretirement Benefits". This statement
requires an employer to recognize the over-funded or under-funded status of a
defined benefit postretirement plan as an asset or liability in its statement of
financial position and to recognize changes in that funded status in the year in
which the changes occur through comprehensive income of a business entity or
changes in unrestricted net assets of a not-for-profit organization. This
statement also requires an employer to measure the funded status of a plan as of
the date of its year-end statement of financial position with limited
exceptions. Issuers of publicly traded equity securities are required to
initially recognize the funded status of a defined benefit postretirement plan
and to provide the required disclosures as of the end of the fiscal year ending
after December 15, 2006. This requirement to measure plan assets and benefit
obligations as of the date of the employer's fiscal year-end statement of
financial position is effective for fiscal years ending after December 15, 2008.
Earlier application of this statement is encouraged. The Company does not
believe that the adoption of SFAS No. 158 will have a material effect on our
results of operations or financial position.

NOTE 2 - CONCENTRATIONS

     For the years ended September 30, 2006 and 2005, the Company had one (1)
major customer representing approximately ninety-nine percent (99%) of revenues.
At September 30, 2006 and 2005, there were no amounts due from this customer.

The Company occasionally maintains bank account balances in excess of the
federal insurable amount of $100,000. The Company had cash deposits in excess of
this limit on September 30, 2006 of $653,214.


                                      -11-

<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 - RELATED PARTY TRANSACTIONS

The Company borrows funds for its operations from certain major stockholders,
directors and officers as disclosed below:

     -    The Company has an unsecured note payable due to a majority
          shareholder and Director that bears interest at 4% per annum with
          principal and interest due on December 31, 2007. As of September 30,
          2006 and 2005, the note has an outstanding balance of $135,530 and
          $120,530, respectively. The accrued interest on the note is $13,432
          and $7,690 as of September 30, 2006 and 2005, respectively. During the
          year ended September 30, 2005, the note holder converted $27,500 of
          the note into 3,000,000 shares of the Company's common stock.

     -    The Company has an unsecured note payable due to a majority
          shareholder and Director that bears interest at 4% per annum with
          principal and interest due on December 31, 2007. As of September 30,
          2006 and 2005, the note has an outstanding balance of $161,500. The
          accrued interest on the note is $10,460 and $3,728 as of September 30,
          2006 and 2005, respectively. During the year ended September 30, 2005,
          the note holder converted $27,500 of the note into 3,000,000 shares of
          the Company's common stock.

     -    The Company has a note payable due to a majority shareholder, officer
          and director that bears interest at 4% per annum with principal and
          interest due on December 31, 2007. As of September 30, 2006 and 2005,
          the note has an outstanding balance of $0 and $31,000, respectively.
          The accrued interest on the note is $2,584 and $2,092 as of September
          30, 2006 and 2005, respectively. During the year ended September 30,
          2006, the note holder converted $66,000 of the note into 7,200,000
          shares of the Company's common stock.

Future maturities of related party long-term debt as of September 30, 2006 for
the next five years and thereafter are as follows:

<TABLE>
<CAPTION>
Year Ending September 30,
- -------------------------
<S>                         <C>
2007                        $     --
2008                         297,030
                            --------
                            $297,030
                            ========
</TABLE>

On July 1, 2006, the Company entered into a consulting agreement with a related
party. During the year ended September 30, 2006, the aforementioned consultant
rendered services to the Company in the amount of $58,700. (Refer to Note 5,
Commitments and Contingencies, for additional discussion of the agreement.)


                                      -12-

<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 4 - NOTES PAYABLE

The Company has three Convertible Notes Payable as follows:

<TABLE>
<CAPTION>
                                                           2006      2005
                                                        ----------   ----
<S>                                                     <C>          <C>
Convertible note payable, 20% per annum interest rate   $   50,000    $--
   Principal and interest payment due December 31,
   2007; unsecured. Convertible at Holder's option
   into common shares of the Company if the Company
   sells shares of its stock for $5 million in
   aggregate gross proceeds in the first private
   offering. Conversion price is equal to 80% of the
   price paid by other investors in the first private
   offering.
Convertible note payable, 15% per annum interest rate      300,000     --
   Principal and interest payment due December 31,
   2007; unsecured. Convertible at Holder's option
   into common shares of the Company if the Company
   sells shares of its stock for $5 million in
   aggregate gross proceeds in the first private
   offering. Conversion price is equal to 80% of the
   price paid by other investors in the first private
   offering
Convertible subordinated note payable, 7.5% per annum    1,000,000     --
   interest rate Principal and interest payment due
   December 31, 2007; unsecured. Convertible at
   Holder's option into common shares of the Company
   at at a price per share equal to the offering
   price per share of the common stock in the
   Company's first private offering.
                                                        ----------    ---
   Total Convertible Debt                               $1,350,000    $--
                                                        ==========    ===
</TABLE>

Future maturities of the notes payable as of September 30, 2006 are as follows:

<TABLE>
<CAPTION>
Year Ending September 30,
- -------------------------
<S>                         <C>
2007                        $       --
2008                         1,350,000
                            ----------
                            $1,350,000
                            ==========
</TABLE>

The above debt contains beneficial conversion features. No value has been
assigned to the beneficial conversion features at September 30, 2006 as the
amount is indeterminate and dependent upon future contingencies.


                                      -13-

<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 5 - COMMITMENTS AND CONTINGENCIES

COMMITMENTS.

     On July 15, 2006, the Company entered into an agreement for six months of
international consulting services. The Company agreed to compensate the
consultant $15,000 per month payable in cash and an additional $15,000 per month
payable in shares of the Company's restricted stock (to be valued based on the
share price of the first private offering, yet to occur). The Company agreed to
pay the consultant a fee of 2% of any royalties received by the Company pursuant
to royalty agreements that are a direct result of the consultant's material
efforts under the consulting agreement. In addition, the Company agreed to pay
the consultant a fee of 2% of any net sales received by the Company pursuant to
joint venture agreements that are a direct result of the consultant's material
efforts under the consulting agreement. The aforementioned fees will be paid by
the Company to the consultant for the term of any royalty or joint venture
agreements, not to exceed a period of 48 months. In January 2007, the agreement
was extended for an additional six months.

     The Company entered into an agreement for marketing and public relations
services on March 2, 2005. Pursuant to the agreement, the Company agreed to pay
the consultant $6,000 in cash and an additional $3,000 payable in shares of the
Company's common stock at a share price equal to the share price at the first
private placement offering. On May 25, 2006, the Company amended the consulting
agreement to compensate the consultant for the $6,000 per month cash payments
only. The agreement may be terminated with 30 days written notice.

     On July 1, 2006, the Company entered into an agreement with a related party
for general consulting services. Pursuant to the consulting agreement, the
Company agreed to pay the consultant (i) $50,000 on July 1, 2006, (ii) $25,000
on December 1, 2006 and (iii) $12,500 for 18 months starting February 1, 2007.
In addition, the Company granted the consultant options to purchase 150,000
shares of the Company's common stock. The exercise price of the options is $2.00
per share. One half of the options will be exercisable on or after December 31,
2007 and one half on or after June 30, 2008. Each option is exercisable until
June 30, 2016. See Note 7 for further discussion of stock options.

     The Company entered into a three month consulting agreement for general
business services commencing on August 1, 2006. Pursuant to the consulting
agreement, the Company agreed to pay the consultant (i) $4,600 on August 15,
2006, (ii) $5,600 on September 15, 2006, and (iii) $5,600 on October 15, 2006.
The agreement was terminated November 1, 2006 when the consulting party entered
into an employment agreement with the Company. See Note 9 - Subsequent Events.


                                      -14-
<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 5 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

     We are currently not aware of any investigations, claims, or lawsuits that
we believe could have a material adverse effect on our financial position or on
our results of operations.

     LEASE COMMITMENTS.

     A.   On August 1, 2005, the Company leased its office facilities in Akron,
          Ohio for a rent of $1,800 per month. The lease expired July 1, 2006
          and was renewed under the same terms through August 31, 2007. Rent
          expense for the years ended September 30, 2006 and 2005 was $19,800
          and $3,600, respectively.

     B.   On September 1, 2006, the Company leased its office space in
          Bloomfield Hills, Michigan with monthly payments of $1,800. The lease
          is on a month-to-month basis until terminated by tenant or landlord
          upon 60 days notice. Rent expense for the year ended September 30,
          2006 was $1,800.

     C.   On January 5, 2004, the Company leased computer equipment with 48
          monthly payments of $81. The Company recognized expense of $972 for
          the years ended September 30, 2006 and 2005, respectively, related to
          this lease.

     D.   On January 9, 2006, the Company leased computer equipment with 24
          monthly payments of $147. The Company recognized expense of $1,323 for
          the year ended September 30, 2006 related to this lease.

     Minimum future rental payments under the above operating leases as of
September 30, 2006 are as follows:

<TABLE>
<CAPTION>
Year Ending September 30,
- -------------------------
<S>                         <C>
2007                        $22,536
2008                            684
                            -------
                            $23,220
                            =======
</TABLE>

NOTE 6 - INCOME TAXES

     The Company has incurred losses since operations commenced in 1990. The
Company has a net operating loss carry forward for income tax purposes of
approximately $769,000. The total loss carry forward expiring on September 30,
2019 is $189,998, expiring on September 30, 2020 is $177,308 and expiring on
September 30, 2021 is $401,657. The Company has changed its year-end to
September 30th from February 28th effective in fiscal 2006.


                                      -15-

<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 6 - INCOME TAXES (CONTINUED)

     Deferred income taxes arise from timing differences resulting from income
and expense items reported for financial accounting and tax purposes in
different periods.

     The principal sources of timing differences are different accrual versus
cash accounting methods used for financial accounting and tax purposes; the
timing of the utilization of the net operating losses, and different book versus
tax depreciation methods.

     As of September 30, 2006 and 2005, the deferred tax asset consists of the
following:

<TABLE>
<CAPTION>
                                       2006        2005
                                    ---------   ---------
<S>                                 <C>         <C>
Assets:
Federal loss carry forwards         $ 261,359   $ 126,031
Cash basis accounting differences     133,119      44,676
Liability:
Depreciation timing differences          (124)        (33)
                                    ---------   ---------
Deferred tax asset                    394,354     170,674
Valuation allowance                  (394,354)   (170,674)
                                    ---------   ---------
Net deferred tax asset              $      --   $      --
                                    =========   =========
</TABLE>

     The tax benefit from net operating losses and differences in timing differ
from the federal statutory rate primarily due to the $223,680 change in the
deferred tax asset valuation allowance from September 30, 2005.

     The States in which the Company currently operates do not have a corporate
income tax.


                                      -16-

<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 7 - STOCK OPTIONS

     The Company granted non-statutory options as follows during the year ended
September 30, 2006:

<TABLE>
<CAPTION>
                                        Weighted                 Weighted
                                        Average                  Average
                                        Exercise               (Remaining)
                                         Price     Number of   Contractual
                                       per Share    Options        Term
                                       ---------   ---------   -----------
<S>                                    <C>         <C>         <C>
Outstanding as of September 30, 2005     $  --           --         --
Granted                                  $2.00      150,000         10
Exercised                                   --           --         --
Forfeited                                   --           --         --
Outstanding as of September 30, 2006     $2.00      150,000        9.6
   Exercisable                           $  --           --         --
</TABLE>

     None of the options were exercisable as of September 30, 2006. The options
vest 50% on December 31, 2007 and 50% on June 30, 2008. The options expire on
June 30, 2016. Additionally, the options had no intrinsic value as of September
30, 2006. Intrinsic value arises when the exercise price is lower than the
trading price.

     Our stock option plans are subject to the provisions of Statement of
Financial Accounting Standards ("SFAS") Number 123(R), Accounting for
Stock-Based Compensation. Under the provisions of SFAS Number 123(R), employee
and director stock-based compensation expense is measured utilizing the
fair-value method.

     The Company accounts for stock options granted to non-employees under SFAS
Number 123 using EITF 98-16 requiring the measurement and recognition of
stock-based compensation to consultants under the fair-value method with
stock-based compensation expense being charged to earnings on the earlier of the
date services are performed or performance commitment exists.

     In calculating the compensation related to employee/consultants and
directors stock option grants, the fair value of each option is estimated on the
date of grant using the Black-Scholes option-pricing model and the following
weighted average assumptions:

<TABLE>
<CAPTION>
                            2006
                          -------
<S>                       <C>
Dividend yield               None
Expected volatility           107%
Risk free interest rate      4.48%
Expected life             6 years
</TABLE>

     Based upon the above assumptions and the $2 exercise price versus the
negligible trading price, the options outstanding at September 30, 2006 had no
measurable value on the date of grant.


                                      -17-

<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 8 - GOING CONCERN

     The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the financial
statements for the years ended September 30, 2006 and 2005 we incurred net
losses of ($659,626) and ($312,041), respectively. At September 30, 2006 and
2005, we had stockholders' deficit of ($1,114,299) and ($540,673), respectively.

     Our continuation as a going concern is dependent upon our ability to
generate sufficient cash flow to meet our obligations on a timely basis, to
obtain additional financing or refinancing as may be required, to develop
commercially viable products and processes, and ultimately to establish
profitable operations. We have financed operations through operating revenues
and through the issuance of equity securities and debt. Until we are able to
generate positive operating cash flows, additional funds will be required to
support operations. We believe that current working capital, cash receipts from
anticipated sales, and funding through sales of common stock will be sufficient
to enable us to continue as a going concern through 2007. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and classification of
liabilities that might be necessary should we be unable to continue as a going
concern.

NOTE 9 - SUBSEQUENT EVENTS

     REVERSE MERGER. An agreement was executed on November 6, 2006 by and
between OCIS Corporation ("OCIS") and Ecology Coatings, Inc. ("Ecology") for a
reverse merger to occur within 90 days. On November 6, 2006, the Company paid
$50,000 to OCIS for this right. The agreement was extended for 30 days with an
additional $25,000 payment. Under the terms of the agreement, the stockholders
of Ecology will acquire control of OCIS. Ecology will then become a wholly owned
subsidiary of OCIS. The agreement anticipates newly authorized shares of
Ecology, the 6000 to 1 stock split (see Stock Split below) and the exercise of
stock options. OCIS shares shall be split such that they will hold 4.7% of the
total number of shares based on a fully diluted basis, but not less than 1.6
million shares. Non-vested options, if any, will not be considered for purposes
of this computation.

     FINANCING. The Company obtained debt financing on December 18, 2006 in the
amount of $500,000. The note bears interest at 7.5% per annum, and is due on
December 31, 2007. The note, along with accrued interest, is convertible into
common stock at the holder's option based on the first private offering price.
In connection with the note, the Company granted 500,000 warrants to acquire
common stock at $2 per share. 250,000 options are exercisable on December 17,
2007 and 250,000 options are exercisable on December 17, 2008. They expire on
December 17, 2011.

     On December 22, 2006, payments were made on Stockholder notes totaling
$79,480 of which $53,030 was applied to principal and $26,450 was applied to
accrued interest.


                                      -18-

<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 9 - SUBSEQUENT EVENTS (CONTINUED)

     STOCK SPLIT. On January 3, 2007, the Company amended its Articles of
Incorporation to increase the authorized capital. The number of common shares of
no par stock authorized was increased to fifty million. Ten million shares of
preferred stock were authorized. The terms of the preferred shares have yet to
be determined by the Board of Directors. On January 9, 2007, the Company split
the number of common shares, issuing 6,000 common shares for each share
previously outstanding. The accompanying financial statements give retroactive
effect to the stock split for all periods presented.

     STOCK OPTION PLAN. On January 10, 2007, the Company adopted a stock option
plan and has set aside 4,500,000 shares for stock options or to award restricted
stock. The plan approved all prior grants of options. The plan calls for
incentive stock options, nonqualified stock options, rights to restricted stock
and stock appreciation rights. Eligible recipients are employees, directors, and
consultants. Only employees are eligible for incentive stock options. Incentive
stock options are limited to $100,000 per year per employee based on the value
of the common stock.

     On January 14, 2007, the Company granted options to two different
consultants in exchange for services. The Company granted each consultant 25,000
options to purchase shares of the Company's common stock at $2 per share. 25,000
of the options may be exercised on or after July 14, 2008 and expire on January
14, 2012. 25,000 of the options may be exercised on or after March 1, 2008 and
expire on December 29, 2011.

     On January 16, 2007, the Company extended the terms of the international
consulting agreement to July 14, 2007. The Company will continue to make monthly
payments of $15,000 in cash and $15,000 payable in shares of the Company's
restricted stock valued at the first private placement price per share.

     On January 31, 2007, the Company granted options to a consultant in
exchange for services. The Company granted each consultant 25,000 options to
purchase shares of the Company's common stock at $2 per share. Options may be
exercised on or after July 14, 2008 and expire on January 14, 2012.

     On February 7, 2007, the Company granted options to two different
consultants in exchange for services. The Company granted each consultant 3,750
options to purchase shares of the Company's common stock at $2 per share.
Options may be exercised on or after January 1, 2008 and expire on December 29,
2011.

     EMPLOYMENT AGREEMENTS. On October 30, 2006, the Company entered into an
employment agreement with an officer that expires on October 30, 2008. Pursuant
to the agreement, the officer will receive an annual base salary of $160,000.
The officer will also receive options to purchase the Company's common stock
that will equal 1% of the issued and outstanding shares of common stock plus any
shares convertible or exercisable into common shares at the price of the first
private placement price. The options will be 25% vested on October 30, 2007 and
remaining 75% will be vested on October 30, 2008. The options expire 10 years
from the date of first private placement.


                                      -19-

<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 9 - SUBSEQUENT EVENTS (CONTINUED)

     EMPLOYMENT AGREEMENTS (CONTINUED). On November 1, 2006, the Company entered
into an employment agreement with an officer that expires on November 1, 2008.
Pursuant to the agreement, the officer will receive an annual base salary of
$100,000 and 150,000 options to acquire stock at the first private placement
price. The options will be 100% vested on November 1, 2008. The options expire
10 years from the date of first private placement.

     On January 1, 2007, the Company entered into an employment agreement with
an officer that expires on January 1, 2012. Upon expiration, the agreement calls
for automatic one-year renewals until terminated by either party with thirty
days written notice. Pursuant to the agreement, the officer will receive an
annual base salary of $180,000 in 2007; an annual base salary of $200,000 for
the years 2008 through 2011; and an annual base salary of $220,000 for 2012. In
addition, 450,000 options were granted to acquire common stock at $2 per share.
150,000 options will vest on the third anniversary date, 150,000 options will
vest on the fourth anniversary date and the remaining 150,000 options will vest
on the fifth anniversary date. The options expire on January 1, 2017.

     On February 1, 2007, the Company entered into an employment agreement with
an officer that expires on February 1, 2008. Pursuant to the agreement, the
officer will receive an annual base salary of $120,000 and 25,000 options to
acquire common stock at $2 per share. The options were 100% vested on February
1, 2007. The options expire February 1, 2017.

     PATENTS. Patents issued subsequent to September 30, 2006 are as follows:

     Patent # 7,151,123 was issued by the United States Patent Office on
December 19, 2006. It is a general patent covering EC's UV curable,
nanotechnology inclusive coatings for most metals. It does not include process.

     Patent # 7,153,892 was issued by the United States Patent Office on
December 6, 2006. It covers UV curable, nanotechnology inclusive coatings for
thermoplastic polyolefin, a type of plastic used in car bumpers and many other
products.

     In addition to the above, two other patent applications have been allowed
by the United States Patent Office. The patents have been granted but the final
paperwork has not been issued.


                                      -20-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>34
<FILENAME>k16632exv99w3.txt
<DESCRIPTION>UNAUDITED FINANCIAL STATEMENTS
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .

                             ECOLOGY COATINGS, INC.
                                 BALANCE SHEETS
                      MARCH 31, 2007 AND SEPTEMBER 30, 2006

                                     ASSETS

<TABLE>
<CAPTION>
                                     March 31,    September 30,
                                        2007           2006
                                    -----------   -------------
                                    (Unaudited)     (Audited)
<S>                                 <C>           <C>
Current Assets:
   Cash and cash equivalents         $ 56,221      $  736,379
   Prepaid expenses                        --          31,357
                                     --------      ----------
      Total Current Assets             56,221         767,736
                                     --------      ----------
Property and Equipment:
   Computer equipment                   3,588           1,733
   Furniture and fixtures               1,565           1,062
   Test equipment                       6,862           6,862
   Software                               212              --
                                     --------      ----------
   Total property and equipment        12,227           9,657
   Less: accumulated depreciation      (2,437)         (1,489)
                                     --------      ----------
      Property and Equipment, net       9,790           8,168
                                     --------      ----------
Patents-net                           288,915         230,978
Trademarks-net                          3,545              --
Merger fee                            127,635              --
                                     --------      ----------
      Total Assets                   $486,106      $1,006,882
                                     ========      ==========
</TABLE>

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements


                                       -2-

<PAGE>

                             ECOLOGY COATINGS, INC.
                           BALANCE SHEETS (CONTINUED)
                      MARCH 31, 2007 AND SEPTEMBER 30, 2006

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                                   March 31,    September 30,
                                                                      2007           2006
                                                                  -----------   -------------
                                                                  (Unaudited)     (Audited)
<S>                                                               <C>           <C>
Current Liabilities:
   Accounts payable                                               $   461,806    $   285,666
   Credit card payable                                                 13,476             --
   Deferred revenue                                                    41,667         41,667
   Miscellaneous payable                                                2,480             --
   Accrued payroll taxes                                                   --          8,577
   Accrued wages                                                           --         33,812
   Franchise tax payable                                                  400            800
   Interest payable                                                   138,891         78,744
   Convertible notes payable                                        1,802,535             --
   Notes payable - related party                                      243,500             --
                                                                  -----------    -----------
      Total Current Liabilities                                     2,704,755        449,266
   Deferred revenue - long term portion                                 4,051         24,885
   Convertible notes payable                                               --      1,350,000
   Notes payable - related party                                           --        297,030
                                                                  -----------    -----------
      Total Liabilities                                             2,708,806      2,121,181
                                                                  -----------    -----------
Stockholders' Equity (Deficit):
   Preferred stock - 10,000,000 no par shares authorized;
      no shares issued or outstanding as of March 31, 2007 and
      September 30, 2006                                                   --             --
   Common stock - 50,000,000 no par shares authorized;
      28,200,000 shares issued and outstanding                        301,010        142,000
   Accumulated Deficit                                             (2,523,710)    (1,256,299)
                                                                  -----------    -----------
   Total Stockholders' Equity (Deficit)                            (2,222,700)    (1,114,299)
                                                                  -----------    -----------
      Total Liabilities and Stockholders' Equity (Deficit)        $   486,106    $ 1,006,882
                                                                  ===========    ===========
</TABLE>

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements


                                       -3-

<PAGE>

                             ECOLOGY COATINGS, INC.
                            STATEMENTS OF OPERATIONS
             FOR THE SIX MONTH PERIODS ENDED MARCH 31, 2007 AND 2006

<TABLE>
<CAPTION>
                                         For the Six    For the Six
                                        Month Period   Month Period
                                            Ended          Ended
                                          March 31,      March 31,
                                            2007           2006
                                        ------------   ------------
                                         (Unaudited)     (Audited)
<S>                                     <C>            <C>
Revenues                                $    20,834    $    21,005
General and administrative costs          1,134,960        187,638
                                        -----------    -----------
      Operating Loss                     (1,114,126)      (166,633)
                                        -----------    -----------
Other Income (Expense):
   Interest income                            2,374             --
   Interest expense                        (155,659)        (9,394)
                                        -----------    -----------
   Total Other Income (Expense)            (153,285)        (9,394)
                                        -----------    -----------
      Net Loss                          $(1,267,411)   $  (176,027)
                                        ===========    ===========
Basic and diluted net loss per share    $     (0.04)   $     (0.01)
                                        ===========    ===========
Basic and diluted weighted average of
   common shares outstanding             28,200,000     21,560,440
                                        ===========    ===========
</TABLE>

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements


                                       -4-

<PAGE>

                             ECOLOGY COATINGS, INC.
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
      FOR THE SIX MONTH PERIODS ENDED MARCH 31, 2007 AND SEPTEMBER 30, 2006

<TABLE>
<CAPTION>
                                             Common Stock                           Total
                                        ---------------------   Accumulated     Stockholders'
                                          Shares      Amount     (Deficit)    Equity (Deficit)
                                        ----------   --------   -----------   ----------------
<S>                                     <C>          <C>        <C>           <C>
Balance at September 30, 2006           28,200,000   $142,000   $(1,256,299)    $(1,114,299)
Beneficial conversion feature on
   convertible debt (unaudited)                 --    116,820            --         116,820
Stock based compensation (unaudited)            --     42,190            --          42,190
Net loss for the six month period
   ended March 31, 2007 (unaudited)             --         --    (1,267,411)     (1,267,411)
                                        ----------   --------   -----------     -----------
Balance at March 31, 2007 (unaudited)   28,200,000   $301,010   $(2,523,710)    $(2,222,700)
                                        ==========   ========   ===========     ===========
</TABLE>

                  The Accompanying Notes are an Integral Part
                          of the Financial Statements


                                       -5-

<PAGE>

                             ECOLOGY COATINGS, INC.
                            STATEMENTS OF CASH FLOWS
      FOR THE SIX MONTH PERIODS ENDED MARCH 31, 2007 AND MARCH 31, 2006

<TABLE>
<CAPTION>
                                                             For the Six     For the Six
                                                            Months Ended    Months Ended
                                                              March 31,      March 31,
                                                                2007            2006
                                                            ------------   -------------
                                                             (Unaudited)    (Unaudited)
<S>                                                         <C>            <C>
Cash flows from operating activities
Net loss                                                    $(1,267,411)     $(176,027)
Adjustments to reconcile net loss to net cash used in
   operating activities:
   Depreciation and amortization                                  3,729            461
   Stock based compensation                                      42,190             --
   Amortization of beneficial conversion feature                 69,355             --
Changes in Asset and Liabilities
   Accounts receivable                                               --            132
   Prepaid expenses                                              31,357         (6,000)
   Employee advance                                                  --        (37,500)
   Accounts payable                                             176,140         64,253
   Accrued payroll taxes and wages                              (42,389)        13,500
   Credit card payable                                           13,476             --
   Miscellaneous payables                                         2,480             --
   Interest payable                                              60,147          9,394
   Franchise tax payable                                           (400)          (392)
   Deferred revenue                                             (20,834)       (20,834)
                                                            -----------      ---------
      Net cash used by operating activities                    (932,160)      (153,013)
                                                            -----------      ---------
Cash flows from investing activities
   Merger fee                                                  (127,635)            --
   Purchase of fixed assets                                      (2,570)        (3,891)
   Purchase of intangibles                                      (64,263)       (38,252)
                                                            -----------      ---------
      Net cash used by investing activities                    (194,468)       (42,143)
                                                            -----------      ---------
Cash flows from financing activities
   Proceeds (payments) of notes payable - related parties       (53,530)        50,000
   Proceeds from debt                                           500,000        350,000
                                                            -----------      ---------
      Net cash provided by financing activities                 446,470        400,000
                                                            -----------      ---------
Net increase (decrease) in cash and cash equivalents           (680,158)       204,844
Cash and cash equivalents at beginning of year                  736,379         10,165
                                                            -----------      ---------
Cash and cash equivalents at end of year                    $    56,221      $ 215,009
                                                            ===========      =========
</TABLE>

                  The Accompanying Notes are an Integral Part
                          of the Financial Statements


                                       -6-

<PAGE>

                             ECOLOGY COATINGS, INC.
                      STATEMENTS OF CASH FLOWS (CONTINUED)
       FOR THE SIX MONTH PERIODS ENDED MARCH 31, 2007 AND MARCH 31, 2006

<TABLE>
<CAPTION>
                                                             For the Six    For the Six
                                                            Months Ended   Months Ended
                                                              March 31,      March 31,
                                                                2007            2006
                                                            ------------   -------------
                                                             (Unaudited)    (Unaudited)
<S>                                                         <C>            <C>
Supplemental Disclosure of Cash Flow Information
   Interest paid                                              $ 25,950        $    --
   Income taxes paid                                          $     --        $    --
Supplemental Disclosure of Non-Cash Financing Activities
   Conversion of notes for common stock                       $     --        $66,000
   Beneficial conversion feature                              $116,820        $    --
</TABLE>

                  The Accompanying Notes are an Integral Part
                          of the Financial Statements


                                       -7-
<PAGE>

                             ECOLOGY COATINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS AND
USE OF ESTIMATES

     INTERIM REPORTING. While the information presented in the accompanying
interim six months financial statements is unaudited, it includes all normal
recurring adjustments, which are, in the opinion of management, necessary to
present fairly the financial position, results of operations and cash flows for
the interim periods presented in accordance with accounting principles generally
accepted in the United States of America. These interim financial statements
follow the same accounting policies and methods of their application as the
September 30, 2006 audited annual financial statements of Ecology Coatings, Inc.
It is suggested that these interim financial statements be read in conjunction
with the Company's September 30, 2006 annual financial statements.

     Operating results for the six months ending March 31, 2007 are not
necessarily indicative of the results that can be expected for the year ended
September 30, 2007.

     GOING CONCERN. In connection with their audit report on the Company's
consolidated financial statements as of September 30, 2006, the Company's
independent registered certified public accountants expressed substantial doubt
about the Company's ability to continue as a going concern as such continuance
is dependent upon the Company's ability to raise sufficient capital. We believe
that funding through sales of common stock will be sufficient to enable us to
continue as a going concern through 2007. The financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts or the amounts and classification of liabilities that
might be necessary should we be unable to continue as a going concern.

     DESCRIPTION OF THE COMPANY. Ecology Coatings, Inc. (the "Company") was
organized under the laws of the State of California on March 15, 1990. The
Company is engaged in developing patented, nanotechnology-enhanced coatings that
are licensed to industries that need or sell protective coatings and/or will be
manufactured and sold to other industries through direct sales or distribution
partner(s). The length of licenses varies, but they typically last for one year.
The Company's market consists primarily of manufacturers of electrical, plastic
and metal products throughout the world.

     REVENUE RECOGNITION. Revenues from licensing contracts are recorded ratably
over the life of the contract. Contingency earnings such as royalty fees are
recorded when the amount can reasonably be determined and collection is likely.


                                       -8-

<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS AND
USE OF ESTIMATES (CONTINUED)

     LOSS PER SHARE. Basic loss per share is computed by dividing the net loss
by the weighted average number of shares of common stock outstanding during the
period. Diluted loss per share is computed by dividing the net loss by the
weighted average number of shares of common stock and potentially dilutive
securities outstanding during the period. Potentially dilutive shares consist of
the incremental common shares issuable upon the exercise of stock options and
warrants. Potentially dilutive shares are excluded from the weighted average
number of shares if their effect is antidilutive. The Company had a net loss for
all periods presented herein; therefore, none of the stock options outstanding
during each of the periods presented were included in the computation of diluted
loss per share as they were antidilutive. For the periods ended March 31, 2007
and 2006, there were 2,883,446 and 0 potentially dilutive securities
outstanding. (See stock split in Note 6--Equity).

     INCOME TAXES AND DEFERRED INCOME TAXES. We use the asset and liability
approach for financial accounting and reporting for income taxes. Deferred
income taxes are provided for temporary differences in the bases of assets and
liabilities as reported for financial statement purposes and income tax purposes
and for the future use of net operating losses. We have recorded a valuation
allowance against the net deferred income tax asset. The valuation allowance
reduces deferred income tax assets to an amount that represents management's
best estimate of the amount of such deferred income tax assets that more likely
than not will be realized. The Company cannot be assured of future income to
realize the net deferred income tax asset; therefore, no deferred income tax
asset has been recorded in the accompanying financial statements.

     USE OF ESTIMATES. The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts of
assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.

     CASH AND CASH EQUIVALENTS. The Company considers all highly liquid
investments with original maturities of three months or less to be cash and cash
equivalents.


                                       -9-

<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS AND
USE OF ESTIMATES (CONTINUED)

     PROPERTY AND EQUIPMENT. Property and equipment is stated at cost, less
accumulated depreciation. Depreciation is recorded using the straight-line
method over the following useful lives:

<TABLE>
<S>                      <C>
Computer equipment       3-5 years
Furniture and fixtures   3-7 years
Test equipment           5-7 years
Software                   3 years
</TABLE>

Repairs and maintenance costs are charged to operations as incurred. Betterments
or renewals are capitalized as incurred.

The Company reviews long lived assets for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset future net cash flows expected to
be generated by the asset. If such assets are considered to be impaired, the
impairment recognized is measured by the amount by which the carrying amount of
the assets exceeds the fair value of the assets.

     PATENTS. It is the Company's policy to capitalize costs associated with
securing a patent. Costs consist of legal and filing fees. Once a patent is
issued, it will be amortized on a straight-line basis over its estimated useful
life of eight years. Three patents were issued as of March 31, 2007. For the six
months ended March 31, 2007 and 2006, the Company recorded $2,781 and $0 of
amortization expense, respectively.

     RESEARCH AND DEVELOPMENT EXPENDITURES. Research and development
expenditures, which include the cost of materials consumed in research and
development activities, salaries, wages and other costs of personnel engaged in
research and development, costs of services performed by others for research and
development on behalf of the company and indirect costs are expensed as research
and development costs when incurred. No research and development costs were
incurred for the six months ending March 31, 2007 and 2006.


                                      -10-

<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS AND
USE OF ESTIMATES (CONTINUED)

     STOCK-BASED COMPENSATION. Our stock option plans are subject to the
provisions of Statement of Financial Accounting Standards ("SFAS") Number
123(R), Accounting for Stock-Based Compensation. Under the provisions of SFAS
Number 123(R), employee and director stock-based compensation expense is
measured utilizing the fair-value method.

     The Company accounts for stock options granted to non-employees under SFAS
Number 123 using EITF 98-16, requiring the measurement and recognition of
stock-based compensation to consultants under the fair-value method with
stock-based compensation expense being charged to earnings on the earlier of the
date services are performed or a performance commitment exists.

     RECENT ACCOUNTING PRONOUNCEMENTS. In February 2007, the FASB issued SFAS
No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities -
Including an Amendment of FASB Statement No. 115" ("SFAS 159"). SFAS 159 allows
companies to choose to measure many financial instruments and certain other
items at fair value. This statement is effective as of the beginning of an
entity's first fiscal year that begins after November 15, 2007, although earlier
adoption is permitted. Management has not determined the effect that adopting
this statement would have on the Company's financial condition or results of
operation. SFAS 159 will become effective for the Company beginning in fiscal
2008. The Company is currently evaluating what effects the adoption of SFAS 159
will have on the Company's future results of operations and financial condition.

     In March 2006, the FASB issued Statement of Financial Accounting Standard
("SFAS") No. 156, "Accounting for Servicing of Financial Assets," ("SFAS No.
156") which provides an approach to simplify efforts to obtain hedge-like
(offset) accounting. This new Statement amends SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,"
with respect to the accounting for separately recognized servicing assets and
servicing liabilities. SFAS No. 156 is effective for all separately recognized
servicing assets and liabilities as of the beginning of an entity's fiscal year
that begins after September 15, 2006, with earlier adoption permitted in certain
circumstances. The adoption of SFAS No. 156 did not have a material effect on
the Company's financial statements.


                                      -11-

<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS AND
USE OF ESTIMATES (CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

     In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements",
which establishes how companies should measure fair value when they are required
to use a fair value measure for recognition or disclosure purposes under GAAP.
This Statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years. The Company is currently evaluating the impact of this Statement on its
financial statements, but the Company does not expect SFAS 157 to have a
material effect.

     In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans" ("SFAS No. 158") an
amendment of FASB Statement No. 87 "Employers' Accounting for Pensions", FASB
Statement No. 88 "Employers' Accounting for Settlements and Curtailments of
Defined Benefit Pension Plans and for Terminated Benefits", FASB No. 106
"Employers' Accounting for Postretirement Benefits Other than Pensions", and
FASB Statement No. 132 (R) "Employers' Disclosures about Pensions and Other
Postretirement Benefits". This statement requires an employer to recognize the
over-funded or under-funded status of a defined benefit postretirement plan as
an asset or liability in its statement of financial position and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income of a business entity or changes in unrestricted net assets
of a not-for-profit organization. This statement also requires an employer to
measure the funded status of a plan as of the date of its year-end statement of
financial position with limited exceptions. Issuers of publicly traded equity
securities are required to initially recognize the funded status of a defined
benefit postretirement plan and to provide the required disclosures as of the
end of the fiscal year ending after December 15, 2006. This requirement to
measure plan assets and benefit obligations as of the date of the employer's
fiscal year-end statement of financial position is effective for fiscal years
ending after December 15, 2008. Earlier application of this statement is
encouraged. The Company does not believe that the adoption of SFAS No. 158 will
have a material effect on its results of operations or financial position.


                                      -12-

<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE 2 - CONCENTRATIONS

     For the six months ended March 31, 2007 and 2006, the Company had one (1)
major customer representing approximately ninety-nine percent (99%) of revenues.
At March 31, 2007 and September 30, 2006, there were no amounts due from this
customer.

     The Company occasionally maintains bank account balances in excess of the
federal insurable amount of $100,000. The Company did not have cash deposits in
excess of this limit on March 31, 2007.

NOTE 3 - RELATED PARTY TRANSACTIONS

The Company borrows funds for its operations from certain major stockholders,
directors and officers as disclosed below:

     -    The Company has an unsecured note payable due to a majority
          shareholder and director that bears interest at 4% per annum with
          principal and interest due on December 31, 2007. As of March 31, 2007
          and September 30, 2006, the note has an outstanding balance of
          $110,500 and $135,530 respectively. The accrued interest on the note
          is $1,488 and $7,690 as of March 31, 2007 and September 30, 2006,
          respectively.

     -    The Company has an unsecured note payable due to a majority
          shareholder and director that bears interest at 4% per annum with
          principal and interest due on December 31, 2007. As of March 31, 2007
          and September 30, 2006, the note has an outstanding balance of
          $133,000 and $161,500, respectively. The accrued interest on the note
          is $1,797 and $10,460 as of March 31, 2007 and September 30, 2006,
          respectively.

     -    The Company has an unsecured note payable due to a majority
          shareholder, officer and director that bears interest at 4% per annum
          with principal and interest due on December 31, 2007. As of March 31,
          2007 and September 30, 2006, the note has an outstanding balance of
          $0. The accrued interest on the note is $2,584 as of March 31, 2007
          and September 30, 2006.

Future maturities of related party long-term debt as of March 31, 2007 are as
follows:

<TABLE>
<S>                       <C>
Period Ending March 31,
   2008                   $243,500
                          --------
                          $243,500
                          ========
</TABLE>


                                      -13-

<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE 4 - NOTES PAYABLE

The Company has three Convertible Notes Payable as follows:

<TABLE>
<CAPTION>
                                            March 31,   September 30,
                                              2007           2006
                                           ----------   -------------
<S>                                        <C>          <C>
Convertible note payable, 20% per annum
   interest rate                           $   42,859     $   50,000
   Principal and interest payment due
   December 31, 2007; unsecured, net of
   unamortized discount of $7,141.
   Convertible at Holder's option into
   common shares of the Company if the
   Company sells shares of its stock for
   $5 million in aggregate gross
   proceeds in the first private
   offering. Conversion price is equal
   to 80% of the price paid by other
   investors in the first private
   offering.

Convertible note payable, 15% per annum
   interest rate                              259,676        300,000
   Principal and interest payment due
   December 31, 2007; unsecured.
   Convertible at Holder's option into
   common shares of the Company if the
   Company sells shares of its stock for
   $5 million in aggregate gross
   proceeds in the first private
   offering. Conversion price is equal
   to 80% of the price paid by other
   investors in the first private
   offering. Amount shown is net of
   unamortized discount of $40,324.

Convertible subordinated note payable,
   7.5% per annum interest rate.            1,500,000      1,000,000
   Principal and interest payment due
   December 31, 2007; unsecured.
   Convertible at Holder's option into
   common shares of the Company at a
   price per share equal to the offering
   price per share of the common stock
   in the Company's first private
   offering.
                                           ----------     ----------
      Total Convertible Debt               $1,802,535     $1,350,000
                                           ==========     ==========
</TABLE>


                                      -14-

<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE 4 - NOTES PAYABLE (CONTINUED)

Future maturities of the notes payable as of March 31, 2007 are as follows:

<TABLE>
<S>                     <C>
Year Ending March 31,
   2008                   1,850,000
                        -----------
                        $ 1,850,000
                        ===========
</TABLE>

Expense associated with the beneficial conversion features of $69,355 was
reflected in the March 31, 2007 Statement of Operations as Interest Expense.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

COMMITMENTS.

     REVERSE MERGER. An agreement was executed on November 6, 2006 by and
between OCIS Corporation ("OCIS") and Ecology Coatings, Inc. ("Ecology") for a
reverse merger to occur within 90 days. On November 6, 2006, the Company paid
$50,000 to OCIS for this right. The agreement was extended for 30 days with an
additional $25,000 payment. Under the terms of the agreement, the stockholders
of Ecology will acquire control of OCIS. Ecology will then become a wholly owned
subsidiary of OCIS. The agreement anticipates newly authorized shares of
Ecology, a 6,000 to 1 stock split (see Stock Split in Note 6) and the exercise
of stock options. OCIS shares shall be split such that they will hold 4.7% of
the total number of shares based on a fully diluted basis, but not less than 1.6
million shares. Non-vested options, if any, will not be considered for purposes
of this computation. On April 4, 2007, this agreement was extended. The
agreement was consummated on July 26, 2007.

     The shareholders of Ecology acquired 95% of the voting stock of OCIS. OCIS
has had no significant operating history. The purpose of the acquisition was to
provide Ecology with access to the public equity markets in order to more
rapidly expand its business operations. The consideration to the shareholders of
OCIS was 5% of the stock, at closing, of the successor company. The final
purchase price was agreed to as it reflects the value to Ecology of a more rapid
access to the public equity markets that a more traditional initial public
offering.


                                      -15-

<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE 5 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

COMMITMENTS. (CONTINUED)

     CONSULTING AGREEMENTS. On July 15, 2006, the Company entered into an
agreement for six months of international consulting services. The Company
agreed to compensate the consultant $15,000 per month payable in cash and an
additional $15,000 per month payable in shares of the Company's restricted stock
(to be valued based on the share price of the first private offering. The
Company agreed to pay the consultant a fee of 2% of any royalties received by
the Company pursuant to royalty agreements that are a direct result of the
consultant's material efforts under the consulting agreement. In addition, the
Company agreed to pay the consultant a fee of 2% of any net sales received by
the Company pursuant to joint venture agreements that are a direct result of the
consultant's material efforts under the consulting agreement. The aforementioned
fees will be paid by the Company to the consultant for the term of any royalty
or joint venture agreements, not to exceed a period of 48 months. In January
2007, the agreement was extended for an additional six months.

     On February 1, 2006, the Company amended an agreement with a consultant.
The original agreement was dated June 1, 2006 and called for $12,500 in 18
monthly payments commencing February 1, 2007. The amendment called for
additional monthly payments of $9,250 on February 1, 2007, $9,375 on March 1,
2007, and $9,000 per month from April 1, 2007 and continuing through September
1, 2007.

     EMPLOYMENT AGREEMENTS. On October 30, 2006, the Company entered into an
employment agreement with an officer that expires on October 30, 2008. Pursuant
to the agreement, the officer will receive an annual base salary of $160,000.
The officer will also receive options to purchase the Company's common stock
that will equal 1% of the issued and outstanding shares of common stock plus any
shares convertible or exercisable into common shares at the first private
placement price. The options will be 25% vested on October 30, 2007 and
remaining 75% will be vested on October 30, 2008. The options expire 10 years
from the date of first private placement.

     On November 1, 2006, the Company entered into an employment agreement with
an officer that expires on November 1, 2008. Pursuant to the agreement, the
officer will receive an annual base salary of $100,000 and 150,000 options to
acquire stock at the first private placement price. The options will be 100%
vested on November 1, 2008. The options expire 10 years from the date of first
private placement.


                                      -16-

<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE 5 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

COMMITMENTS. (CONTINUED)

EMPLOYMENT AGREEMENTS (CONTINUED). On January 1, 2007, the Company entered into
an employment agreement with an officer that expires on January 1, 2012. Upon
expiration, the agreement calls for automatic one-year renewals until terminated
by either party with thirty days written notice. Pursuant to the agreement, the
officer will receive an annual base salary of $180,000 in 2007; an annual base
salary of $200,000 for the years 2008 through 2011; and an annual base salary of
$220,000 for 2012. In addition, 450,000 options were granted to acquire common
stock at $2 per share. 150,000 options will vest on the third anniversary date,
150,000 options will vest on the fourth anniversary date and the remaining
150,000 options will vest on the fifth anniversary date. The options expire on
January 1, 2017.

     On February 1, 2007, the Company entered into an employment agreement with
an officer that expires on February 1, 2008. Pursuant to the agreement, the
officer will receive an annual base salary of $120,000 and 25,000 options to
acquire common stock at $2 per share. The options will vest on February 1, 2008.
The options expire February 1, 2017.

     We are currently not aware of any investigations, claims, or lawsuits that
we believe could have a material adverse effect on our financial position or on
our results of operations.

NOTE 6 - EQUITY

     STOCK SPLIT. On January 3, 2007, the Company amended its Articles of
Incorporation to increase the authorized capital. The number of common shares of
no par stock authorized was increased to fifty million. Ten million shares of
preferred stock were authorized. The terms of the preferred shares have yet to
be determined by the Board of Directors. On January 9, 2007, the Company split
the number of common shares, issuing 6,000 common shares for each share
previously outstanding. The accompanying financial statements give retroactive
effect to the stock split for all periods presented.

     WARRANTS. On December 16, 2006, Ecology issued warrants to purchase 500,000
shares of the Company's stock at $2 per share. The warrants were issued to the
holder of the $1,500,000 convertible note. The warrants vest on December 17,
2007. The weighted average remaining life of the warrants is 9.8 years.


                                      -17-

<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE 6 - EQUITY (CONTINUED)

     REVERSE MERGER. An agreement was executed on November 6, 2006 by and
between OCIS Corporation ("OCIS") and Ecology Coatings, Inc. ("Ecology") for a
reverse merger to occur within 90 days. On November 6, 2006, the Company paid
$50,000 to OCIS for this right. The agreement was extended for 30 days with an
additional $25,000 payment. Under the terms of the agreement, the stockholders
of Ecology will acquire control of OCIS. Ecology will then become a wholly owned
subsidiary of OCIS. The agreement anticipates newly authorized shares of
Ecology, the 6,000 to 1 stock split (see Stock Split above) and the exercise of
stock options. OCIS shares shall be split such that they will hold 4.7% of the
total number of shares based on a fully diluted basis, but not less than 1.6
million shares. Non-vested options, if any, will not be considered for purposes
of this computation. On April 4, 2007, this agreement was extended.


                                      -18-
<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE 7 - STOCK OPTIONS

     STOCK OPTION PLAN. On January 10, 2007, the Company adopted a stock option
plan and has set aside 4,500,000 shares for the issuance of stock options or to
award restricted stock. The plan approved all prior grants of options. The plan
calls for incentive stock options, nonqualified stock options, rights to
restricted stock and stock appreciation rights. Eligible recipients are
employees, directors, and consultants. Only employees are eligible for incentive
stock options. Incentive stock options are limited to $100,000 per year per
employee based on the value of the common stock. The vesting terms are set by
the Board of Directors. All options expire 10 years after issuance.

     The Company granted non-statutory options as follows during the six months
ended March 31, 2007:

<TABLE>
<CAPTION>
                                        Weighted                  Weighted
                                        Average                   Average
                                        Exercise                (Remaining)   Aggregate
                                       Price per     Number     Contractual      Fair
                                         Share     of Options      Term         Value
                                       ---------   ----------   -----------   ---------
<S>                                    <C>         <C>          <C>           <C>
Outstanding as of September 30, 2006     $2.00        150,000         9       $    177
Granted                                  $2.00      1,190,000        10       $679,084
Exercised                                   --             --        --             --
Forfeited                                   --             --        --             --
Outstanding as of March 31, 2007         $2.00      1,340,000        10       $679,261
Exercisable                              $  --             --        --       $     --
</TABLE>

     None of the options were exercisable as of March 31, 2007. The options are
subject to various vesting periods between February 1, 2007 and January 1, 2012.
The options expire on various dates between June 1, 2016 and March 1, 2017.
Additionally, the options had no intrinsic value as of March 31, 2007. Intrinsic
value arises when the exercise price is lower than the trading price.

     Our stock option plans are subject to the provisions of Statement of
Financial Accounting Standards ("SFAS") Number 123(R), Accounting for
Stock-Based Compensation. Under the provisions of SFAS Number 123(R), employee
and director stock-based compensation expense is measured utilizing the
fair-value method.


                                      -19-

<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 7 - STOCK OPTIONS (CONTINUED)

     The Company accounts for stock options granted to non-employees under SFAS
Number 123 using EITF 98-16 requiring the measurement and recognition of
stock-based compensation to consultants under the fair-value method with
stock-based compensation expense being charged to earnings on the earlier of the
date services are performed or performance commitment exists.

     In calculating the compensation related to employee/consultants and
directors stock option grants, the fair value of each option is estimated on the
date of grant using the Black-Scholes option-pricing model and the following
weighted average assumptions:

<TABLE>
<S>                       <C>
Dividend                        None
Expected Volatility           99.76%
Risk Free Interest Rate   4.53%-5.11
Expected Life                6 years
</TABLE>

     The expected volatility was derived utilizing the price history of another
publicly traded nanotechnology company. This company was selected due to the
fact that it is widely traded and is in the same equity sector as our Company.

     The risk free interest rate figures shown above contain the range of such
figures used in the Black-Scholes calculation. The specific rate used was
dependent upon the date of option grant.

     Based upon the above assumptions and the weighted average $2 exercise
price, the options outstanding at March 31, 2007 had a total unrecognized
compensation cost of $637,072 and will be recognized over the remaining weighted
average vesting period of 2.2 years. Compensation cost of $42,190 was recorded
as an expense for the six months ending March 31, 2007. $22,231 was recorded as
compensation expense and $19,959 was recorded as consulting expense.


                                      -20-

<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE 8 - GOING CONCERN

     The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the financial
statements for the six months ended March 31, 2007 and the fiscal year ended
September 30, 2006 we incurred net losses of ($1,267,411) and ($659,626),
respectively. At March 31, 2007 and September 30, 2006, we had stockholders'
deficit of ($2,222,700) and ($1,114,299), respectively.

     Our continuation as a going concern is dependent upon our ability to
generate sufficient cash flow to meet our obligations on a timely basis, to
obtain additional financing or refinancing as may be required, to develop
commercially viable products and processes, and ultimately to establish
profitable operations. We have financed operations through operating revenues
and through the issuance of equity securities and debt. Until we are able to
generate positive operating cash flows, additional funds will be required to
support operations. We believe that current working capital, cash receipts from
anticipated sales, and funding through sales of common stock will be sufficient
to enable us to continue as a going concern through fiscal year 2007. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should we be unable to
continue as a going concern.

NOTE 9 - SUBSEQUENT EVENTS

     EQUITY OFFERING. The Company commenced a private equity offering on April
1, 2007. Under the terms of the offering, the Company was offering 3.6 million
shares at $2 each. Convertible debt holders could convert up to $1,850,000 in
debt for up to 968,750 shares. The offering closed on July 25, 2007. 1,241,750
shares were sold at $2 each. Additionally, $1,749,470 in debt and accrued
interest was converted into 902,684 shares.

     EMPLOYMENT AGREEMENT. On May 21, 2007, the Company entered into an
employment agreement with an officer that expires on May 21, 2009. Pursuant to
the agreement, the officer will receive an annual base salary of $160,000 and
300,000 options to acquire common stock at $2 per share. 75,000 of the options
vest on May 21, 2008 and 225,000 of the options vest on May 21, 2009. The
options expire on May 21, 2017.

     RENTAL AGREEMENT. On April 1, 2007, the Company agreed to an $800 per month
increase to the rent on its premises located in Bloomfield Hills, MI. Monthly
rent under this month-to-month lease is $3,200.


                                      -21-

<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE 9 - SUBSEQUENT EVENTS (CONTINUED)

     CONSULTING AGREEMENT. On May 1, 2007, the Company entered into an agreement
with a consultant to provide information system consulting services. The
agreement calls for six monthly payments of $5,000 plus reimbursement for any
out of pocket costs. Additionally, options to purchase 1000 shares of common
stock at $2 per share were issued to the consultant, with additional options to
purchase 500 shares upon the achievement of certain performance measures. The
options are restricted for 12 months and expire 10 years from date of issuance.

     EMPLOYMENT AGREEMENT. On June 18, 2007, the Company entered into an
employment agreement with a sales representative. The agreement calls for a
monthly salary of $11,250 and a $15,000 signing bonus. The signing bonus is
payable in $5,000 increments after 60, 120, and 180 days of employment. As part
of the agreement, the employee was granted an option to purchase 10,000 shares
of the Company's common stock at $2 per share. 50% of these options vest on June
1, 2008, with the remaining options vesting on June 1, 2009. The options expire
on June 14, 2017.

     AMENDMENT TO EMPLOYMENT AGREEMENT. On July 1, 2007, the Company amended a
prior employment agreement dated November 1, 2006. The new agreement will expire
on November 1, 2009, and calls for an increase in annual salary from $100,000 to
$140,000, a one time bonus of $12,500 and the issuance of 87,500 options to
purchase Company stock at $2 per share. 25,000 of the options vest immediately,
37,500 vest on July 1, 2008, and 25,000 options vest on July 1, 2009. All of the
options expire on July 1, 2017.

     REVERSE MERGER. The reverse merger with OCIS Corporation was consummated on
July 26, 2007. The shareholders of Ecology acquired 95% of the voting stock of
OCIS. OCIS had no significant operating history. The purpose of the acquisition
was to provide Ecology with access to the public equity markets in order to more
rapidly expand its business operations. The consideration to the shareholders of
OCIS was 5% of the stock, at closing, of the successor company. The final
purchase price was agreed to as it reflects the value to Ecology of a more rapid
access to the public equity markets than a more traditional initial public
offering.

     STOCK ISSUANCE. On July 6, 2007, the Company issued 180,000 shares to two
consultants to fulfill obligations owing under agreements with them.


                                       -22-

<PAGE>

                             ECOLOGY COATINGS, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE 9 - SUBSEQUENT EVENTS (CONTINUED)

     CONSULTING AGREEMENT. At closing of the reverse merger, the Company entered
into a consulting agreement with a company owned by two former officers and
directors of OCIS Corporation. The terms of the agreement call for designation
of the $100,000 standstill deposit paid to OCIS as a part of the total payment
of $200,000 at closing and the balance in equal installments on the first day of
each succeeding calendar month until paid in full. The agreement calls for the
principals to provide services for 18 months in the area of investor relations
program and initiatives; facilitate conferences between Ecology and members of
the business and financial community; review and analyze the public securities
market for Ecology's securities; and introduce Ecology to broker-dealers and
institutions, as appropriate.

     EQUITY ISSUANCE. As a condition of attending a conference in April, 2007,
the Company issued 6,250 shares of its common stock to the conference vendor.

     CONSULTING AGREEMENT. On June 1, 2007, the Company entered into a
consulting agreement with an individual in which the individual will serve as
the chairman of Ecology's business advisory board. The agreement expires June 1,
2009. Ecology will pay the consultant $11,000 per month. Additionally, Ecology
issued 200,000 options to purchase shares of the Company's common stock for $2
per share. 50,000 options vest on December 1, 2007, 50,000 options vest on June
1, 2008, 50,000 options vest on December 1, 2008, and the remaining 50,000
options vest on June 1, 2009. Additionally, the Company will reimburse the
consultant for all reasonable expenses incurred by the consultant in conduct of
Ecology business.

     OPTIONS ISSUED. Including the options discussed in the other captions in
this footnote, the Company issued 1,678,650 options subsequent to March 31,
2007. 300,000 of the options vested on the date of grant. The remainder have
vesting periods ranging from December 1, 2007 until June 26, 2009. All of the
options expire ten years after vesting.

     PATENT ISSUED. Patent #7238731 was issued to Ecology on July 3, 2007. The
patent covers environmentally friendly coating compositions for coating metal
objects, coated objects therefrom, and methods, processes and assemblages for
coating thereof.


                                      -23-

<PAGE>

                             ECOLOGY COATINGS, INC.
                    UNAUDITED PRO FORMA FINANCIAL STATEMENTS

NOTE 10 - UNAUDITED PRO FORMA FINANCIAL STATEMENTS

     The pro forma unaudited financial statements reflect the Closing of the
exchange transaction as of March 31, 2007, for Balance Sheet purposes as if the
Closing had occurred as of such date, and for the twelve months ended September
30, 2006, and for the six months ended March 31, 2007 for Statements of
Operations purposes, as if the Closing had occurred the first day of the period.
The unaudited pro forma financial data and the notes thereto should be read in
conjunction with Ecology and OCIS' historical assumptions and estimates of
management that are subject to change. The unaudited pro forma financial data is
presented for illustrative purposes only and is not necessarily indicative of
any future results of operations or the results that might have occurred if the
exchange transaction had actually occurred on the indicated dates.

     The reverse merger with OCIS Corporation was consummated on July 26, 2007.
The shareholders of Ecology acquired 95% of the voting stock of OCIS. OCIS had
no significant operating history. The consideration to the shareholders of OCIS
was 5% of the stock, at closing, of the successor company.


                                      -24-

<PAGE>

                             ECOLOGY COATINGS, INC.
                   UNAUDITED CONDENSED PRO FORMA BALANCE SHEET

<TABLE>
<CAPTION>
                                         Ecology Coatings, Inc.   OCIS Corporation    Pro Forma      Pro Forma
                                             March 31, 2007        March 31, 2007    Adjustments    Consolidated
                                              (Unaudited)            (Unaudited)     (Unaudited)    (Unaudited)
                                         ----------------------   ----------------   -----------    ------------
<S>                                      <C>                      <C>                <C>            <C>
                                     ASSETS
Current Assets:
   Cash and cash equivalents                  $    56,221            $  130,950      $ 2,483,500 A  $ 2,470,671
                                                                                        (200,000)B
   Prepaid expenses                                    --                    --          500,000 B      500,000
                                              -----------            ----------                     -----------
      Total Current Assets                         56,221               130,950                       2,970,671
                                              -----------            ----------                     -----------
Property and Equipment, net                         9,790                    --                           9,790
Patents and trademarks-- net                      292,460                    --                         292,460
Merger fee                                        127,635                    --         (100,000)C           --
                                                                                         (27,635)E
                                              -----------            ----------                     -----------
      Total Assets                            $   486,106            $  130,950                     $ 3,272,921
                                              ===========            ==========                     ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Accounts payable and accrued
     liabilities                              $   478,162            $    7,030                     $   485,192
   Consulting agreement payable                        --                    --          300,000 B      300,000
   Deferred revenue                                41,667                    --                          41,667
   Interest payable                               138,891                    --          (49,470)A       89,421
   Standstill deposit                                  --               100,000         (100,000)C           --
   Convertible notes payable                    1,802,535                    --       (1,700,000)A      129,840
                                                                                          27,305 H
   Notes payable - related party                  243,500                    --                         243,500
                                              -----------            ----------                     -----------
      Total Current Liabilities                 2,704,755               107,030                       1,289,620
Deferred revenue - long-term portion                4,051                    --                           4,051
                                              -----------            ----------                     -----------
      Total Liabilities                       $ 2,708,806            $  107,030                     $ 1,293,671
                                              -----------            ----------                     -----------
Stockholders' Equity:
   Preferred stock                            $        --            $       --                     $        --
   Common stock                                   301,010                 1,017           32,153 A       32,131
                                                                                          (1,017)D
                                                                                        (301,010)G
Capital in Excess of Par Value                         --                131,324       4,236,283 A    4,498,134
                                                                                           1,017 D
                                                                                         (27,635)E
                                                                                        (108,421)F
                                                                                         301,010 G
                                                                                         108,421 F
Accumulated Deficit                            (2,523,710)            (108,421)          (27,305)H   (2,551,015)
                                              -----------            ----------                     -----------
Total Stockholders' Equity (Deficit)           (2,222,700)              23,920                        1,979,250
                                              -----------            ----------                     -----------
Total Liabilities and Stockholders'
   Equity (Deficit)                           $   486,106            $  130,950                     $ 3,272,921
                                              ===========            ==========                     ===========
</TABLE>


                                      -25-
<PAGE>

                             ECOLOGY COATINGS, INC.
              NOTES TO UNAUDITED CONDENSED PRO FORMA BALANCE SHEET

Note: The executed reverse merger agreement calls for the issuance of 1.6
million shares of the merged entity to OCIS shareholders at the time of the
merger. As a condition of the reverse merger, Ecology Coatings must raise a
minimum of $4,000,000 in cash and debt conversions.

Note 1: The number of shares outstanding at March 31, 2007 reflects 28,200,000
shares outstanding at that date, 186,250 shares issued to three different
consultants, 1,600,000 issued to shareholders of OCIS at the time of the reverse
merger and 2,144,434 issued to investors in the private placement discussed in A
below.

A. Reflects cash raised of $2,483,500 and the conversion of $1,749,470 in notes
payable and accrued interest. See Note on this page. The amount is allocated
between Common Stock at 32,130,684 shares at $.001 par value and Capital in
Excess of Par Value.

B. Reflects conditions of a consulting agreement with two principals of OCIS.
Agreement calls for payment of $200,000 at closing of reverse merger and
$300,000 paid in 18 equal monthly increments beginning in first month after
reverse merger. Consulting agreement will continue for 18 months.

C. Elimination of these offsetting asset and liability accounts. The amount
reflects consideration paid by Ecology Coatings, Inc. to OCIS Corporation in
exchange for OCIS' forbearance from entering into any other reverse merger
agreements.

D. Reflects the elimination of the OCIS shares.

E. Reflects legal fees paid related to the merger which are absorbed into
Capital in Excess of Par Value.

F. Reflects the elimination of the Accumulated Deficit from OCIS.

G. Reflects the re-allocation of Ecology Common Stock into Capital in Excess of
Par Value.

H. Reflects the additional amortization of the beneficial conversion associated
with the converted notes.


                                      -26-

<PAGE>

                             ECOLOGY COATINGS, INC.
                 UNAUDITED CONDENSED PRO FORMA INCOME STATEMENT

<TABLE>
<CAPTION>
                                        Ecology Coatings,         OCIS
                                               Inc.            Corporation
                                           For the Six         For the Six
                                           Months Ended       Months Ended      Pro Forma     Pro Forma
                                          March 31, 2007     March 31, 2007    Adjustments   Consolidated
                                           (Unaudited)         (Unaudited)     (Unaudited)   (Unaudited)
                                        -----------------   ----------------   -----------   ------------
<S>                                     <C>                 <C>                <C>           <C>
Revenues                                   $    20,834         $       --                    $    20,834
General and administrative costs             1,134,960             21,806                      1,156,766
                                           -----------         ----------                    -----------
Operating Loss                              (1,114,126)           (21,806)                    (1,135,932)
Other Income (Expense)
   Interest income                               2,374              1,218                          3,592
                                                                                 137,654 A
   Interest expense                           (155,659)                --        (27,305)B   $   (45,310)
                                           -----------         ----------                    -----------
Total Other Income (Expense)                  (153,285)             1,218                       (41,718)
                                           -----------         ----------                    -----------
Net Loss                                   $(1,267,411)        $  (20,588)                   $(1,177,650)
                                           ===========         ==========                    ===========
Basic and diluted net loss per share       $     (0.04)        $    (0.02)                   $    (0.04)
                                           ===========         ==========                    ===========
Basic and diluted weighted average of
   common shares outstanding                28,200,000          1,017,000                     32,130,684
                                           ===========         ==========                    ===========
</TABLE>

Note: The executed reverse merger agreement calls for the issuance of 1.6
million shares of the merged entity to OCIS shareholders at the time of the
merger. As a condition of the reverse merger, Ecology Coatings must raise a
minimum of $4,000,000 in cash and debt conversions.

Note 1: The number of shares outstanding at March 31, 2007 reflects 28,200,000
shares outstanding at that date, 186,250 shares issued to three different
consultants, 1,600,000 issued to shareholders of OCIS at the time of the reverse
merger and 2,144,434 issued to investors in the private placement.

A. Reflects the adjustment to interest expense if the transaction had taken
place on October 1, 2006 and the convertible notes were converted to equity on
that date.

B. Reflects the amortization of the beneficial conversion that is associated
with the converted notes.


                                      -27-

<PAGE>

                             ECOLOGY COATINGS, INC.
                 UNAUDITED CONDENSED PRO FORMA INCOME STATEMENT

<TABLE>
<CAPTION>
                                          Ecology Coatings, Inc.    OCIS Corporation
                                              For the Fiscal         For the Twelve
                                                Year Ended            Months Ended       Pro Forma      Pro Forma
                                            September 30, 2006     September 30, 2006   Adjustments   Consolidated
                                                 (Audited)            (Unaudited)       (Unaudited)    (Unaudited)
                                          ----------------------   ------------------   -----------   ------------
<S>                                       <C>                      <C>                  <C>           <C>
Revenues                                        $    41,838            $       --                     $    41,838
General and administrative costs                    636,230                16,679                         652,909
                                                -----------            ----------                     -----------
Operating Loss                                     (594,392)              (16,679)                       (611,071)
Other Income (Expense)
   Interest income                                       --                 1,318                           1,318
                                                                                          38,640 A
   Interest expense                                 (65,234)                   --        (27,305)B        (53,899)
                                                -----------            ----------                     -----------
Total Other Income (Expense)                        (65,234)                1,318                         (52,581)
                                                -----------            ----------                     -----------
Net Loss from Continuing Operations                (659,626)              (15,361)                       (663,652)
Net Profit from Discontinued Operations                  --                 8,845                           8,845
                                                -----------            ----------                     -----------
Net Loss from Continuing and
   Discontinued Operations                      $  (659,626)           $   (6,876)                    $  (654,807)
                                                ===========            ==========                     ===========
Basic and diluted net loss per share:

   Continuing operations                        $     (0.03)           $    (0.02)                    $     (0.02)
   Discontinued operations                               --                  0.01                              --
                                                -----------            ----------                     -----------
Total basic and diluted net loss per
   share                                        $     (0.03)           $    (0.01)                    $     (0.02)
                                                ===========            ==========                     ===========
Basic and diluted weighted average of
   common shares outstanding                     24,662,466             1,017,000                      32,130,684
                                                ===========            ==========                     ===========
</TABLE>

Note: The executed reverse merger agreement calls for the issuance of 1.6
million shares of the merged entity to OCIS shareholders at the time of the
merger. As a condition of the reverse merger, Ecology Coatings must raise a
minimum of $4,000,000 in cash and debt conversions.

Note 1: The number of shares outstanding at March 31, 2007 reflects 28,200,000
shares outstanding at that date, 186,250 shares issued to three different
consultants, 1,600,000 issued to shareholders of OCIS at the time of the reverse
merger and 2,144,434 issued to investors in the private placement.

A. Reflects the adjustment to interest expense if the transaction had taken
place on October 1, 2005 and the convertible notes were converted to equity on
that date.

B. Reflects the amortization of the beneficial conversion that is associated
with the converted notes.


                                      -28-
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
