<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ozom-10k_emp.txt
<DESCRIPTION>HALDEN SHANE EMPLOYMENT AGREEMENT
<TEXT>

Exhibit 10.1


                              EMPLOYMENT AGREEMENT
                               THE OZONE MAN, INC.


     THIS AGREEMENT is entered into as of November 16, 2008 by Dr. Halden Shane
(the "Employee" and The Ozone Man, Inc. (the "Company"), a Florida Corporation.


1)   Duties and Scope of Employment.

     a)   Position. For the term of his employment under this Agreement
          (the "Employment"), the Company agrees to employ the
          Employee, which, effective as of October 23,2007, shall be in the
          position of Chief Executive Officer of the Company or in such
          other level equivalent or higher-level position as the Company
          Subsequently may assign to the Employee.  The Employee shall
          report to the Company's Board of Directors (the "Board") and
          shall continue to serve throughout the term of this Agreement as
          The Chairman of the Board. Throughout the term of his
          employment, Employee shall have such power, authority and
          responsibility and perform such duties as are prescribed by or
          under the Bylaws of the Company and as are customarily
          associated with the position of Chief Executive Officer. Schedule
          "A" to this Agreement sets forth particular objectives associated
          with Employee's position, which Employee shall endeavor to meet.

     b)   Obligations to the Company. During his Employment, the
          Employee shall devote his full business efforts and time to the
          Company. During his Employment, the Employee may, during
          nonworking hours away from the Company's premises, engage in
          lawful conduct as an employee, consultant or volunteer for an
          organization other than the Company ("Other Work"); provided,
          however, that such Other Work does not include, without
          limitation, conduct that (i) constitutes a breach of fiduciary duty
          to the Company, (ii) constitutes a breach of the duty of loyalty to
          the Company, (iii) constitutes a breach of Employee's Proprietary
          Information and Inventions Agreement with the Company, (iv)
          constitutes a breach of this Agreement, (v) competes with the
          Company's business, (vi) knowingly assists any person or entity
          in competing with the Company, (vii) knowingly assists any
          person or entity in preparing to compete with the Company, or
          (viii) assists any person or entity in soliciting any employees or
          consultants of the Company to leave with Company. In the event
          that the Employee engages in Other Work, the Employee must, at
          least five (5) business days prior to engaging in lawful conduct in
          business activities other than the Company's business, or in
          material charitable and political activities not directly associated
          with the Company during nonworking hours away from the
          Company's premises, notify the Company in writing of the
          Employee's activity and purpose of activity, name of employer
          (if any) or organization, position with respect to the activity or
          the entity and any potential conflict that may arise from that
          activity, including the number of hours spent engaging in such
          activity that may or will detract from the business of the
          Company, and the Board shall have the right to approve such
          Other Work to activities. The Employee shall comply with the
          Company's policies and rules, as they may be in effect from time
          to time during his Employment. Notwithstanding the foregoing,
          the Company acknowledges and approves Employee's current
          role as President and Chairman of the board of Tiger
          Management International, LLC.

     c)   No Conflicting Obligations. The Employee represents and
          warrants to the Company that he is under no obligations and/or
          commitments, whether contractual or otherwise, that are
          inconsistent with his obligations, under this Agreement. The
          Employee represents and warrants that he will not use or
          disclose, in connection with his employment by the Company,
          any trade secrets or other proprietary information or intellectual
          property in which the Employee or any other person other than
          the Company, has any right, title or interest and that his
          employment by the Company as contemplated by this Agreement
          will not infringe or violate the rights of any other person. The
          Employee represents and warrants to the Company that he has
          returned or destroyed all property and confidential information
          belonging to any prior employer. The Employee agrees to sign
          the current versions and any future versions of the Company's
          various agreements related to confidentiality, inventions and
          related intellectual property matters.

     d)   Commencement Date, CEO Date and Location. The Employee
          had officially commenced work for the Company effective on
          October 23, 2007 ("CEO Start Date") by oral agreement. This
          agreement will be effective January 1, 2009. The Employee shall
          be located in the Beverly Hills office of the Company.

                                        1
<PAGE>

2)   Cash and Incentive Compensation

     a)   Salary. The Company initially shall pay the Employee as
          compensation for his services a base salary at a gross annual rate,
          excluding incentive bonuses that may be approved by the Board,
          of Three Hundred Ninety Thousand Dollars ($390,000) from the
          Commencement Date. However Employee may elect to have his
          compensation deferred until a later date. When paid such base
          salary shall be payable in accordance with the Company's
          standard payroll procedures. (The annual base salary specified in
          this subsection (a), together with any increases in such
          compensation that the Company may grant from time to time, is
          referred to in this Agreement as "Base Compensation.") All
          future changes to compensation will be based on the results of
          evaluations of the Employee's performance, whether such
          evaluations are performed annually, or more frequently as may be
          initiated by Employee's senior management or the Board;
          provided, however, that $390,000 base salary referred to above
          shall be increased by a minimum of eight percent (8%) during
          each of the first and second twelve (12) month periods following
          the Commencement Date.

     b)   Incentive Bonuses. The Employee will be eligible for annual
          incentive bonuses based on objective or subjective criteria
          established in advance by the Board and or the Compensation
          Committee of the Board in its sole discretion (but after
          consultation with the Employee) and presented to the Employee,
          and the determinations of the Board with respect to such bonuses
          shall be in the sole discretion of the Board and shall be final
          and binding.

     c)   Performance Bonus Stock. Subject to the approval of the Board,
          the Company may grant the Employee restricted stock, stock
          options or other equity securities, from time-to-time, covering the
          shares of the Company's equity securities. The terms of such
          grants, options and other equity securities shall be as determined
          by the Board at the time of any such grant. Such terms shall be
          provided in writing to the Employee at the time of any such
          grant. In accordance with the Company's 2008 Stock Incentive
          Plan (the "Plan"). The restricted stock described above will be
          subject to the terms and conditions of the Plan. The Company
          will review the Employee annually for purposes of making
          equity grants; provided that such grants shall based on objective
          or subjective criteria established by the Board and or the
          Compensation Committee of the Board in its sole discretion (but
          after consultation with the Employee). The determinations of the
          Board with respect to such grants shall be in the sole discretion of
          the Board and shall be final and binding.


3)   Vacation and Employee Benefits.

     During his Employment, the Employee shall be eligible for paid
     time off ("PTO") in accordance with the Company's standard
     policy for similarly situated employees, as it may be amended
     from time to time, with his initial accrual at the rate of thirty nine
     (39) days per year, accrued hourly in accordance with the
     Company's payroll practices, with a maximum accrual of thirty-
     nine (39) days or three hundred and twelve (312) hours. During
     his Employment, the Employee shall be eligible to participate in
     any employee benefit plans maintained by the Company for
     similarly situated employees, subject in each case to the generally
     applicable terms and conditions of the plan in question and to the
     determinations of any person or committee administering such
     plan based on the terms of the plan and Company policy.


4)   COBRA Reimbursement.

     a)   During his Employment, if the Employee declines for a period of
          time to participate in the employee health insurance (medical
          and/or dental) benefit plans maintained by the Company and
          instead timely elects to continue his health insurance coverage
          pursuant to COBRA (as defined in Section 8(c)) under his prior
          plan, the Company agrees to pay the Employee as reimbursement
          for payments made by the Employee for such Health coverage.

     b)   The Company shall use commercially reasonable efforts to
          procure a term policy of life insurance on the life of Executive
          with a death benefit of at least Five Million Dollars ($5,000,000)
          for a beneficiary or beneficiaries to be designated by Executive,
          and the Company shall pay all premiums and any other ordinary
          costs or expenses incident to maintaining such policy in effect
          during the Term. In connection with the procurement of such
          policy, Executive shall, at such time or times and at such place or
          places as the Company may reasonable direct, submit Himself to
          such physical examinations and execute and deliver such
          documents as the Company may deem necessary or appropriate.

                                        2
<PAGE>

          As an alternative to procuring such policy, the Company may
          authorize Executive to procure such policy, and the Company
          shall reimburse Executive for the reasonable costs incurred by
          Him in connection with the procurement of such policy. Upon the
          expiration or termination of the Employee for "good reason"  by
          the Company other than for "cause", Executive shall have the
          right to maintain such policy at Executive's cost and expense.


5)   Parking.

     During the term of this Agreement, but only for so long as the
     Company, in its reasonable discretion, determines that it is cost-
     effective, the Company shall pay for a parking space for the
     Employee's use in a parking garage close to the Company's
     Beverly Hills Office.


6)   Legal and Business Expenses.

     During his Employment, the Employee shall be authorized to
     incur necessary and reasonable travel, entertainment and other
     business expenses in connection with his duties hereunder. The
     Company shall reimburse the Employee for such, legal and other
     business expenses upon presentation of an itemized account and
     appropriate supporting documentation, all in accordance with the
     Company's generally applicable policies.


7)   Term of Employment.

     a)   Background Check. This employment is contingent on the
          Company receiving a satisfactory background and consumer
          credit report. When the credit report is conducted, the Company
          will comply with the federal Fair Credit Reporting Act and
          applicable state laws, including providing the Employee with any
          required notices or forms.

     b)   Basic Rule. The Company agrees to continue the Employee's
          Employment, and the Employee agrees to remain in Employment
          with the Company, from the period commencing on the
          Commencement Date until the date when the Employee's
          Employment terminates pursuant to subsection (c) or (d) below.

     c)   Termination. Executive's employment and Term will terminate
          on the first of the following to occur:

          (1)  Automatically upon Executives death.

          (2)  Upon written notice by the Company to Executive of
               termination due to Disability (as defined below). For the
               purpose of this agreement, "Disability" shall mean a
               condition that entitles Executive to benefits under an
               applicable Company long-standing disability plan or, if no
               such plan exists, a physical or mental disability which, in
               the reasonable judgment of the Company's board of
               directors, is likely to render Executive unable to perform
               his duties and obligations under this agreement for 180
               days in any 12-month period.

          (3)  Upon written notice by the company to the Executive of a
               termination for "cause" under Section 8d of this Agreement.

          (4)  Upon termination for "Constructive Termination or for
               "Change of Control" under Section 8b (i), 8b (ii), 8b
               (iii),8b (iv) and 8e.

          (5)  Upon "Voluntary Termination" by the Executive under
               Section 8b (v) of this Agreement.

     d)   Rights Upon Termination. Except as expressly provided in
          Section 8, upon the termination of the Employee's Employment
          for any reason (or no reason), including for Cause, the Employee
          shall only be entitled to the compensation, benefits and
          reimbursements described in Sections 2,3,4,5 and 6 for the period
          preceding the effective date of termination, except for benefits
          that by their terms are for periods following such effective date.
          The payments under this Agreement shall fully discharge all
          responsibilities of the Company to the Employee.

                                        3
<PAGE>

     e)   Termination of Agreement. This Agreement shall take effect on
          the Commencement Date and shall terminate when all obligations
          of the parities hereunder have been satisfied. The termination of
          this Agreement shall not limit or otherwise affect any of the
          Employee's obligations under Section 8.


8)   Termination Benefits.

     a)   General Release. In order to receive the benefits described in
          subsections (b) and (c) below, the Employee must (i) execute a
          reasonable general release (in a form prescribed by the Company)
          of all known and unknown claims that he may then have against
          the Company or persons affiliated with the Company, (ii) as part
          of such general release, agree to a mutual non-disparagement
          with the Company, and (iii) agree not to prosecute any legal
          action or other proceeding based upon any of such claims.

     b)   Severance Pay.

          i.   If, during the term of this Agreement, the Company
               terminates the Employee's Employment (including
               through "Constructive Termination" as defined
               below) for any reason other than Cause or Permanent
               Disability (as defined below), then the Company shall
               pay the Employee his Base Compensation for a period
               of twelve (12) months (the "Base Continuation
               Period"), shall pay monthly and ratably over such
               twelve (12) month period the average of the last two
               annual incentive bonuses paid during the 24 months
               prior to termination (the "Average Bonus"), and shall
               accelerate the vesting of any outstanding stock options
               or other equity securities such that the Employee will
               become vested in an additional number of shares
               subject to such stock options or other equity
               securities, as if the Employee provided another twelve
               (12) months of service with the Company.
               Notwithstanding anything in this Agreement to the
               contrary, to the extent require by Section 409A of the
               Internal Revenue Code of 1986, as amended (the
               "Code"), if at the time of termination of Employment,
               the Company has a class of stock that is publicly
               traded on an established securities market or
               otherwise, and Employee is a "specified employee" of
               the Company within the meaning of section
               409A(a)(2)(B)(i) of the Code, or any successor
               provision thereto, any severance payments
               contemplated hereunder that are otherwise due during
               the six month period beginning on the date of
               termination shall be paid instead on the first date of
               the seventh month following termination or, if earlier,
               Employee's date of death (the "Six Month Delay
               Period"). For purposes of this Agreement, if a
               termination of Employment occurs when there had
               been only one incentive bonus paid, then the
               "Average Bonus" shall be the amount of such single
               incentive bonus, and if a termination of Employment
               occurs prior to the payment of any incentive bonus,
               then the "Average Bonus" shall be the guaranteed
               amount equal to 70% of the Target Level bonus
               amount described in Section 2(b).

          ii.  If, within sixteen (16) months following a Change of
               Control (as defined below), the Employee's
               Employment is terminated (including through
               "Constructive Termination") for any reason other than
               Cause or Permanent Disability, then, subject to the
               "Parachute Payment" provisions of subsection (e) of
               this Section 9 and, further, subject to the Six Months
               Delay Period, if applicable, the Company shall pay the
               Employee, his Base Compensation for a period of
               twenty four (24) months following the termination of
               his Employment (the "Change of Control
               Continuation Period"), shall pay monthly and ratably
               over the Change of Control Continuation Period an
               amount equal to two (2) times the Average Bonus, and
               shall accelerate the vesting of any outstanding stock
               options or other equity securities such that the
               Employee will become vested in an additional number
               of shares subject to such stock options or other equity
               securities, as if the Employee provided another
               twenty-four (24) months of service with the Company.
               Such Base Compensation shall be paid at the rate in
               effect at the time of the termination of Employment and in
               accordance with the Company's standard payroll procedures.

          iii. Definition of "Constructive Termination." For all
               purposes under this Agreement "Constructive
               Termination" shall mean the Employee's resignation
               within sixty (60) days following (i) a material
               reduction or change in title, job duties, authority,
               responsibilities or job requirements inconsistent with
               Employee's position with the Company to which the
               Employee has not agreed to in writing; (ii) any
               material reduction of Employee's Base Compensation
               or the guaranteed portion of his incentive bonus, to
               which the Employee has not agreed in writing; (iii)
               any elimination of a material health, dental, insurance
               or other similar benefit or perquisite provided to the

                                        4
<PAGE>

               Employee pursuant to employment with the Company
               to which the Employee has not agreed to in writing
               unless such material benefit or perquisite is being
               eliminated for all Employees in comparable positions
               or Employee's class due to a reasonable business need
               or condition; (iv) a relocation of place of employment
               more than sixty (60) miles from Beverly Hills, California;
               (v) the Company's failure to cure any material breach by
               it of the terms of this Agreement within a reasonable time
               following written notice from the Employee to the
               Board or (vi) the failure by any successor to
               substantially all of the business of the Company to
               assume the Company's obligations under this Agreement
               within five business days after a written request from the
               Employee. The provisions of subparts (i) through (iii) of
               this subparagraph b(iii) shall not apply if any Cause (as
               defined in subsection (d) below) has occurred, and, if
               curable pursuant to subsection (d), has not been cured
               within the period of time permitted pursuant to subsection (d).

          iv.  Definition of "Change of Control." For all purposes under
               this Agreement, "Change of Control" shall mean (A) a
               merger or consolidation of the Company with any
               other entity, other than a merger or consolidation
               which would result in the voting securities of the
               Company outstanding immediately prior thereto
               continuing to represent (either by remaining outstanding
               or by being converted into voting securities of the
               surviving entity) at least fifty percent (50%) of the
               total voting power represented by the voting securities of
               the surviving entity outstanding immediately after such
               merger or consolidation; or (B) the sale or disposition
               by the Company of all or substantially all the Company's assets.

          v.   In addition to any other rights or remedies provided by
               law or in this Agreement. Executive may terminate his
               employment hereunder at any time by giving the
               Company written notice to such effect at ninety (90)
               days prior to the date of termination set forth therein,
               such termination to be irrevocable upon receipt of such
               notice by the Company.

          vi.  Notwithstanding anything in this Agreement to the
               contrary, for purposes of this Section 8, Employee's
               Employment with the Company shall be considered to
               have terminated only if (i) Employee provides no
               further services for the Company in any capacity
               following the termination, or (ii) there is otherwise a
               "separation from service" within the meaning of section
               409A (a)(2)(A)(i) of the Code. For purposes of the
               foregoing, Employment shall not be considered
               terminated while Employee is on a bona fide leave of
               absence (i) if Employee's right to reemployment is
               provided by statute or contract, or (ii) if no such right
               exists, until six months following the start of any such
               period of leave of absence.

     c)   Health Insurance. If subsection (b) above applies, and if the
          Employee elects to continue his health insurance coverage under
          the Consolidated Omnibus Budget Reconciliation Act ("COBRA")
          following the termination of his Employment, then the Company
          shall reimburse, subject to the Six Months Delay Period, if
          applicable, the Employee's monthly premium under COBRA until
          the earliest of (i) the close of the Base Continuation Period or the
          Change of Control Continuation Period, as applicable, (ii) the
          expiration of the Employee's continuation coverage under COBRA
          or (iii) the date when the Employee receives substantially equivalent
          health insurance coverage in connection with new employment or
          self-employment.

     d)   Definition of "Cause." For all purposes under this Agreement,
          "Cause" shall mean:

          i.   Any material breach of this Agreement, the
               Proprietary Information and Inventions Agreement
               between the Employee and the Company, or any other
               written agreement between the Employee and the
               Company, without Employee's satisfactory and
               reasonable cure, if curable, within sixty (60) days of
               Employee's receipt of written notice from the Company
               of such failure to comply, provided that such notice by
               Company to Employee specifies the material breach(es)
               compliance issues and shall delineate the performance
               improvements, modifications or action items necessary
               for Employee to effect a satisfactory and reasonable cure;

          ii.  Any material failure to comply with the Company's
               written policies or rules, as they may be in effect from
               time to time during the Employee's Employment, which
               adversely impacts any aspect of the business or personnel
               of the Company without Employee's satisfactory and
               reasonable cure, if curable, within sixty (60) days of

                                        5
<PAGE>

               Employee's receipt of written notice from the Company of
               such failure to comply, provided that such notice by
               Company to Employee shall specify the material failure(s)
               to comply and delineate the performance improvements,
               modifications or action items necessary for Employee to
               effect a satisfactory and reasonable cure;

          iii. Conviction of, or a plea of "guilty" or "no contest" to,
               a felony under the laws of the United States or any state
               thereof;

          iv.  Threats or acts of violence or unlawful harassment
               directed at any present, former or prospective employee,
               independent contractor, vendor, customer or business
               partner of the Company or directed to the Company;

          v.   The sale, possession or use of illegal drugs on the premises
               of the Company or of a customer or business partner of the
               Company or when engaged in the business of the Company at
               Company events, Company sponsored events and at any other
               events, premises and venues at which the Employee is engaged
               in the business of the Company;

          vi.  Illegal or unethical business practices;

          vii. Gross misconduct or gross negligence in the performance
               of duties assigned to the Employee under this Agreement; or

          ix.  Failure to perform reasonable duties assigned to the
               Employee under this Agreement without Employee's
               satisfactory and reasonable cure, if curable, within sixty
               (60) days of Employee's receipt of written notice from
               the Company of such failure to perform, provided that
               such notice by Company to Employee shall specify
               the failure(s) to perform and delineate the performance
               improvements, modifications or action items necessary for
               Employee to effect a satisfactory and reasonable cure.

     e)   Parachute Payments. If any payment or benefit an Employee
          would receive in connection with a Change of Control from the
          Company or otherwise ("Payment") would (i) constitute a
          "parachute payment" within the meaning of Section 280G of the
          Code, and (ii) but for this sentence, be subject to the excise
          tax imposed by Section 4999 of the Code (the "Excise Tax"), then
          such Payment shall be equal to the Reduced Amount. The "Reduced
          Amount" shall be either (x) the largest portion of the Payment that
          would result in no portion of the Payment being subject to the Excise
          Tax or (y) the largest portion, up to and including the total, of the
          Payment, whichever amount, after taking into account all
          applicable federal, state and local employment taxes, income
          taxes, and the Excise Tax (all computed at the highest applicable
          marginal rate), results in the Employee's receipt, on an after-tax
          basis, of the greater amount of the Payment notwithstanding that
          all or some portion of the Payment may be subject to the Excise
          Tax. If a reduction in payments or benefits constituting
          "parachute payments" is necessary so that the Payment equals the
          Reduced Amount, reduction shall occur in the following order:
          reduction of cash payments; cancellation of accelerated vesting of
          stock awards; reduction of employee benefits. In the event that
          acceleration of vesting of stock award compensation is to be
          reduced, such acceleration of vesting shall be cancelled in the
          reverse order of the date of grant of the Employee's stock awards.

          The accounting firm engaged by the Company for general audit
          purposes as of the day prior to the effective date of the Change of
          Control shall perform the foregoing calculations. If the accounting
          firm so engaged by the Company is serving as accountant or auditor
          for the individual, entity or group effecting the Change of Control,
          the Company shall appoint a nationally recognized accounting firm
          to make the determinations required hereunder. The Company shall
          bear all expenses with respect to the determinations by such
          accounting firm required to be made hereunder. The accounting firm
          engaged to make the determinations hereunder shall provide its
          calculations, together with detailed supporting documentation, to the
          Company and the Employee within fifteen (15) calendar days after
          the date on which the Employee's right to a Payment is triggered (if
          requested at that time by the Company or the Employee) or such
          other time as requested by the Company or the Employee. If the
          accounting firm determines that no Excise Tax is payable with
          respect to a Payment, either before or after the application of the
          Reduced Amount, it shall furnish the Company and the Employee
          with an opinion reasonably acceptable to Executive that no Excise
          Tax will be imposed with respect to such Payment. Any good faith
          determinations of the accounting firm made hereunder shall be
          final, binding and conclusive upon the Company and the Employee.

                                        6
<PAGE>

9)   Non-Solicitation and Non-Disclosure.

     a)   Non-Solicitation. During the period commencing on the date of
          this Agreement and continuing until the first anniversary of the
          date when the Employee's Employment terminated for any reason, the
          Employee shall not directly or indirectly, personally or
          through others, solicit or attempt to solicit (on the
          Employee's own behalf or on behalf of any other person or
          entity) either (i) the employment of any employee of the Company
          or any of the Company's affiliates or (ii) the business of any
          customer of the Company or any customer of any of the
          Company's affiliates with whom the Employee had contact during
          his Employment.  Notwithstanding the foregoing, the Employee
          shall be entitled to solicit the Employee's executive assistance at
          the time of termination with the approval of the Company (which
          will not be unreasonably withheld.)

     b)   Non-Disclosure. The Employee has entered into a Proprietary
          Information and Inventions Agreements with the Company, which
          is incorporated herein by reference.


10)  Successors.

     a)   Company's Successors. This Agreement shall be binding upon any
          successor (whether direct or indirect and whether by purchase, lease,
          merger, consolidation, liquidation or otherwise) to all or
          substantially all of the Company's business and/or assets. For all
          purposes under this Agreement, the term "Company" shall include any
          successor to the Company's business and/or assets which become bound
          by this Agreement.

     b)   Employee's Successors. This Agreement and all rights of the
          Employee hereunder shall inure to the benefit of, and be enforceable
          by, the Employee's personal and legal representatives, executors,
          administrators, successors, heirs, distributes, devisees and legatees.


11)  Miscellaneous Provisions.

     a)   Notice. Notices and all other communications contemplated by this
          Agreement shall be in writing and shall be deemed to have been duly
          given when personally delivered or when mailed by U.S. registered
          or certified mail, return receipt requested and postage prepaid. In
          the case of the Employee, mailed notices shall be addressed to his
          at the home address which he most recently communicated to the
          Company in writing, and a copy shall be sent to Phil Adikoff Esq
          9454 Wilshire Blvd, third floor, Beverly Hills California 90212. In
          the case of the Company, mailed notices shall be addressed to its
          corporate headquarters, and all notices shall be directed to the
          attention of its Secretary.

     b)   Modifications and Waivers. No provision of this Agreement shall
          be modified, waived or discharged unless the modification, waiver or
          discharge is agreed to in writing and signed by the Employee and by
          an authorized officer of the Company (other than the Employee). No
          waiver by either party of any breach of, or of compliance with, any
          condition or provision of this Agreement by the other party shall be
          considered a waiver of any other condition or provision or of the
          same condition or provision at another time.

     c)   Whole Agreement. This Agreement supersedes any previous
          offer letters and employment agreements. No other agreements,
          representations or understandings (whether oral or written and
          whether express or implied), which are not expressly set forth in
          this Agreement have been made or entered into by either party
          with respect to the subject matter hereof. This Agreement, the
          Proprietary Information and Inventions Agreement, and any
          agreements relating to the previously granted options or other stock
          awards contain the entire understanding of the parties with respect
          to the subject matter hereof.

     d)   Withholding Taxes. All payments made under this Agreement shall be
          subject to reduction to reflect taxes or other charges required to be
          withheld by law.

     e)   Choice of Law and Severability. This Agreement is executed
          by the parties in the State of California and shall be interpreted in
          accordance with the laws of such State (except its provisions
          governing the choice of law). If any provision of this Agreement
          becomes or is deemed invalid, illegal or unenforceable in any
          jurisdiction by reason of the scope, extent or duration of its
          coverage, then such provision shall be deemed amended to the
          extent necessary to conform to applicable law so as to be valid and
          enforceable or, if such provision cannot be so amended without

                                        7
<PAGE>

          materially altering the intention of the parties, then such provision
          shall be stricken and the remainder of this Agreement shall
          continue in full force and effect. Should there ever occur any
          conflict between any provision contained in this Agreement and
          any present or future statute, law, ordinance or regulation contrary
          to which the parties have no legal right to contract, then the latter
          shall prevail but the provision of this Agreement affected thereby
          shall be curtailed and limited only to the extent necessary to bring
          it into compliance with applicable law. All the other terms and
          provisions of this Agreement shall continue in full force and effect
          without impairment or limitation.

     f)   Arbitration. Any controversy or claim arising out of or relating to
          this Agreement or the breach thereof, or the Employee's Employment
          or the termination thereof, shall be settled in Beverly Hills,
          CA, by arbitration before a single neutral arbitrator in accordance
          with the Employment Arbitration Rules and Procedures of the Judicial
          Arbitration and Mediation Services. The decision of the arbitrator
          shall be final and binding on the parties, and judgment on the
          award rendered by the arbitrator may be entered in any court
          having jurisdiction thereof. The parties hereby agree that the
          arbitrator shall be empowered to enter an equitable decree
          mandating specific enforcement of the terms of this Agreement.
          The Company will pay all costs unique to arbitration. The Company
          shall also pay to the fullest extent permitted by law, all legal fees
          and expenses which the Employee may incur as a result of or in
          connection with or arising out of such arbitration (including as a
          result of any contest by the Employee about the amount or timing of
          any payment due under this paragraph); provided that the arbitrator
          or other person(s) presiding over the arbitration affirmatively finds
          that the Employee "prevailed" in the arbitration. Each of the
          Company and the Employee agree that such arbitrator or other
          person shall be instructed to make a determination as to whether
          the Company or the Employee "prevailed" in the arbitration. The
          parties hereby agree to waive their right to jury trial to the extent
          permitted by law.

     g)   No Assignment. This Agreement and all rights and obligations of
          the Employee hereunder are personal to the Employee and may
          not be transferred or assigned by the Employee at any time. The
          Company may assign its rights under this Agreement to any
          entity that assumes the Company's obligations hereunder in
          connections with any sale or transfer of all or a substantial
          portion of the Company's assets to such entity.

     h)   Counterparts. This Agreement may be executed in two or more
          counterparts, each of which shall be deemed an original, but all
          of which together shall constitute one and the same instrument.

     i)   No Mitigation/Offset. In the event of any termination of
          employment, Employee shall not be required to mitigate damages
          or the amount of any payment provided for under this Agreement
          by seeking other employment or otherwise, and compensation
          earned from such employment or otherwise shall not reduce the
          amounts otherwise payable under this Agreement. No amounts
          payable under this Agreement shall be subject to reduction or
          offset in respect to any claims which the Company or any of its
          subsidiaries or affiliates (or any other person or entity) has or
          may have against Employee.

                                        8
<PAGE>

     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized representative, as of the day
and year first above written.


                                     _______________________________________
                                     Dr. Halden S. Shane


                                     For The Ozone Man, Inc.



                                     _______________________________________
                                     Name: Richard Johnson, Esq.
                                     Title: Member of the Board of Directors



                                     _______________________________________
                                     Name: Honorable Willie Brown, Esq.
                                     Title: Member of the Board of Directors

                                        9
<PAGE>

                                  Schedule A
                                EMPLOYEE DUTIES

1.  Position and Structure:

    Chief Executive Officer, Reporting to the Board

2.  Position Overview:

    i.  Overall accountability for and the leadership, management,
        development and continuous improvement of the Company
        and all of its operations, finances, transactions, business
        relationships, M & A activity and human resources.

    ii. Strategic planning and strategic business development for
        the business and implementation of transactions, tasks and
        projects is resulting from such planning through the organization.

    iii. Leadership, management, recruiting, and continuous
         development of the Company's leadership team.

    iv.  Consistent and accurate planning, forecasting, and budgeting
         related to all areas of the business and managing to meet or
         exceed those plans, forecasts and budgets.

    v.   Managing, meeting and exceeding those expectations of
         member, client and business partner, as are specified in
         advance in writing between the Employee and the Company.

    vi.  As the most senior leader, with integrity, wisdom and
         prudence, interacting with, communicating to, and helping to
         educate and to develop up line management, peer management,
         and non-reporting staff throughout the Company to the benefit
         of all Company personnel and the business as a whole.

    vii. Representing the Company and its personnel in formal and
         informal communications and presentations, on panels, with
         the press, in the field, with clients and other business partners,
         and in all other business-related circumstances, with the highest
         attainable form of professionalism, integrity, honesty, and
         sincerity in the desire to serve, provide service, and relate
         information, and in all other forms of communication and presentation.

    viii. Responsibilities as further defined in written descriptions of
          the job and other roles and responsibilities.

                                         10
</TEXT>
</DOCUMENT>
