Exhibit 10.1

NON-QUALIFIED STOCK OPTION AGREEMENT

NON-PLAN

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is entered into as of the 5^th day of November, 2020, by and between Brownie’s Marine Group, Inc., a Florida corporation (the “Company”), and Christopher H. Constable, an individual (the “Optionee”).

WHEREAS, the Company and the Optionee are parties to that certain Executive Employment Agreement (the “Employment Agreement”) effective as of November 5, 2020 (the “Effective Date”) pursuant to which the Company agreed to grant the Optionee (i) certain stock options as additional compensation pursuant to Section 4(a) of the Employment Agreement (the “Compensation Options”), and (ii) additional stock options as bonus compensation pursuant to Section 4(b) of the Employment Agreement (the “Bonus Options” and, together with the Compensation Options, collectively the “Options”).

WHEREAS, the Options are not intended to be “incentive stock options” as defined by Section 422 of the Internal Revenue Code of 1986, as amended.

NOW THEREFORE, in consideration of the mutual covenants and promises hereafter set forth and for other good and valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows:

1. Compensation Options.

(a) Pursuant to Section 4(a) of the Employment Agreement, the Optionee is hereby granted the Compensation Options to purchase to purchase 5,434,783 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at an exercise price of $0.0184 per share (the Exercise Price”), vesting on the Effective Date and being immediately exercisable by the Optionee through 5 p.m., Eastern time, on November 5, 2025.

(b) If not exercised by the Optionee during the applicable exercise period, the Compensation Options will lapse and no longer be exercisable by the Optionee.

2. Bonus Options.

(a) The Company hereby agrees to grant to the Optionee, as additional compensation for his services to the Company upon the satisfaction of the conditions set forth below, the Bonus Options to purchase up to an aggregate of 30,000,000 shares of the Company’s Common Stock, of the grant of options to purchase 10,000,000 shares of Common Stock is subject the achievement of the net revenue milestones set forth in Section 2(b) hereof (the “Net Revenue Portion of the Bonus Options”) and the grant of options to purchase 20,000,000 shares of Common Stock is subject to the achievement of the exchange listing of the Company’s Common Stock as set forth in Section 2(c) hereof (the “Exchange Listing Portion of the Bonus Options”).

(b) Subject to the Optionee’s continued employment with the Company pursuant to the terms of Employment Agreement, the Bonus Options shall be granted as follows:

(i) The Net Revenue Portion of the Bonus Option shall be granted as follows:

(A) A option to purchase 2,000,000 shares of Common Stock exercisable at the Exercise Price shall be granted at such time as the Company reports cumulative consolidated net revenues, including revenues recognized by the Company as a result of a stock or asset acquisition of a third party following the closing date of such transaction (the collectively, “Net Revenues”), in excess of $5,000,000 in the aggregate over four (4) consecutive fiscal quarters beginning January 1, 2021 and ending on April 30, 2023 (the “Net Revenue Period”);

(B) An option to purchase an additional 3,000,000 shares of Common Stock exercisable at the Exercise Price shall be granted at such time as the Company reports cumulative Net Revenues in excess of $7,500,000 in the aggregate over four (4) consecutive fiscal quarters during the Net Revenue Period; and

(C) An option to purchase an additional 5,000,000 shares of Common Stock exercisable at the Exercise Price shall be granted at such time as the Company reports cumulative Net Revenues in excess of $10,000,000 in the aggregate over four (4) consecutive fiscal quarters during the Net Revenue Period.

(ii) There shall be no pro rata granting of any of the Net Revenue Portion of the Bonus Options. For example, if the Company should report cumulative net revenues of $9,000,000 for four consecutive fiscal quarters for the period ending June 30, 2022, options to purchase 5,000,000 shares of Common Stock would be granted, and if the Company should report cumulative net revenues of $11,000,000 at a later point during the Net Revenue Period, options to purchase the remaining 5,000,000 shares would be granted.

(iii) The determination of the achievement of the Net Revenue milestones shall be made by the independent member(s) of the Company’s Board of Directors based upon the Company’s reviewed consolidated financial statements (for the first three (3) quarters of each fiscal year) and the Company’s audited consolidated financial statements (for the full fiscal year) as included in the periodic reports filed by the Company with the Securities and Exchange Commission. Such determination shall be made immediately following the filing of the applicable report, and any portion of the Net Revenue Portion of the Bonus Options to which the Net Revenue milestones have been met will thereafter immediately be granted and become exercisable in accordance with the terms of this Agreement.

(iv) The Exchange Listing Portion of the Bonus Options exercisable at the Exercise Price will be immediately granted, vest and become exercisable upon the Company’s receipt during the Net Revenue Period of official notice of listing of its Common Stock from either the Nasdaq Stock Market, the New York Stock Exchange or the NYSE American LLC.

(c) Once granted pursuant to the terms of this Agreement, the Bonus Options will become immediately exercisable for a period of four (4) years from the applicable date of grant. The Bonus Options may only be exercised to the extent that such Bonus Options shall have been granted and become exercisable. The conditions to granting set forth in Section 2(b) hereof requires continued employment of the Optionee by the Company pursuant to the terms of the Employment Agreement through each applicable grant date as a condition to the granting of the applicable portion of the Bonus Options. Regardless of reason for termination of the Optionee’s employment or services, employment or services for only a portion of the period, even if a substantial portion, will not entitle the Optionee to any proportionate grant or avoid or mitigate a termination of rights and benefits under this Agreement. Once granted, if not exercised by the Optionee during the applicable exercise period, any vested portion of the Bonus Options will lapse and no longer be exercisable by the Optionee. Any portion of the Bonus Options which have not been granted pursuant to the terms hereof will lapse and not entitle the Optionee to any rights thereto.

3. Method of Exercise; Cashless Exercise.

(a) In order to exercise any vested portion of the Options, the Optionee much deliver the Notice of Exercise attached hereto as Annex I, duly completed and executed by the Optionee, to the Company at the principal executive offices of the Company, together with payment in the amount obtained by multiplying the applicable exercise price then in effect by the number of shares of Common Stock thereby purchased, as designated in the Notice of Exercise. Payment may be in cash, wire transfer or by check payable to the order of the Company in immediately available funds. The Options are only exercisable for a whole number of shares of Common Stock.

(b) In lieu of exercising the vested portion of any of the Options for cash, the Optionee may elect to receive shares of Common Stock equal to the value (as determined below) of the exercised portion of the Options (the “Cashless Exercise”) with the properly endorsed Notice of Exercise with the Cashless Exercise election in which event the Company shall issue to the Optionee that number of shares of Common Stock determined according to the following formula:

X = Y (A-B)

A

(c) The shares of Common Stock deliverable upon the exercise of the Options, or any portion thereof, may be either previously authorized but unissued shares of Common Stock, treasury shares or issued shares of Common Stock which have then been reacquired by the Company. Such shares of Common Stock shall be fully paid and nonassessable when issued in accordance with the terms of this Agreement. The Company shall not be required to issue or deliver any certificates or make any book entries evidencing shares of Common Stock purchased upon the exercise of the Options or portion thereof prior to fulfillment of the conditions set forth in this Agreement.

(d) The shares of Common Stock purchasable upon the exercise of the Options will constitute “restricted securities” under the federal securities laws inasmuch as they will be acquired from the Company in transactions not involving a public offering and, accordingly, may not, under such laws and applicable regulations, be resold or transferred without registration under the Securities Act of 1933, as amended (the “Securities Act”), or an applicable exemption from such registration. The certificates representing the shares of Common Stock issuable upon the exercise of the Options shall bear an appropriate securities legend to the foregoing effect.

4. Adjustment of the Exercise Price and Number of Shares. If the Company shall at any time subdivide its outstanding Common Stock, by split-up or otherwise, or combine its outstanding Common Stock, the number of shares of Common Stock as to which the Options are exercisable as of the date of such subdivision, split-up or combination shall forthwith be proportionately increased in the case of a subdivision, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise Price, but the aggregate purchase price payable for the total number of shares of Common Stock purchasable under the Options as of such date shall remain the same.

5. Rights as a Shareholder. The Optionee shall not be, nor have any of the rights or privileges of, a shareholder of the Company in respect of any shares of Common Stock purchasable upon the exercise of any part of the Options unless and until such shares shall have been issued by the Company to the Optionee (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).

6. Certain Optionee Obligations. The Optionee is not relying on the Company or any of its employees or agents with respect to the legal, tax, economic and related considerations of this Agreement or the Options, and the Optionee has relied on the advice of, or has consulted with, only its own accountants, attorneys, and advisors. The Optionee is ultimately liable and responsible for all taxes owed in connection with the Options, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Options. The Company does not make any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or exercise of the Options or the subsequent sale of Common Stock issuable upon the exercise of the Options. The Company does not commit and is under no obligation to structure the Options to reduce or eliminate the Optionee’s tax liability.

7. Restrictions on Transfer of Options. This Agreement and the Options shall not be transferable by the Optionee.

8. Reservation of Shares. With respect to the Options, the Company hereby agrees to at all times reserve for issuance and/or delivery upon payment by the Optionee of the applicable exercise price, such number of shares of Common Stock as shall be required for issuance and/or delivery upon such payment pursuant to the Options.

9. Miscellaneous.

(a) Amendment. The Company may amend this Agreement at any time and from time to time; provided, however, that no amendment of this Agreement that would materially and adversely impair the Optionee’s rights or entitlements with respect to the Options shall be effective without the prior written consent of the Optionee.

(b) Severability. In the event any parts of this Agreement are found to be void, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the void parts were deleted.

(c) Arbitration. Any controversy, dispute or claim arising out of or relating to this Agreement, or its interpretation, application, implementation, breach or enforcement which the parties are unable to resolve by mutual agreement, shall be settled by submission by either party of the controversy, claim or dispute to binding arbitration in Broward County, Florida (unless the parties agree in writing to a different location), before a single arbitrator in accordance with the rules of the American Arbitration Association then in effect. The decision and award made by the arbitrator shall be final, binding and conclusive on all parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof.

(d) Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors and assigns.

(e) Notices and Addresses. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile (if provided), during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications sent to the Company shall be sent to: 300 NW 25 Avenue, Suite 1, Pompano Beach, Florida 33069 to the attention of the Board of Directors, with a copy to the Company’s counsel at: Pearlman Law Group LLP, 200 South Andrews Avenue, Suite 901, Fort Lauderdale, Florida 33301, Attn: Brian Pearlman, Esq., email: brian@pslawgroup.net. Upon receipt of any communications delivered to the Board of Directors, the Optionee shall immediately delivery such communications to the independent members of the Board of Directors via email to the addresses regularly used for communications to such independent directors. All communications to the Optionee shall be sent to the Optionee’s address as set forth in the books and records of the Company, or to such e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this section.

(f) Attorneys’ Fees. In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses.

(g) Governing Law. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided herein or performance shall be governed or interpreted according to the laws of the State of Florida without regard to choice of law considerations.

(h) Entire Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof.

(i) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

(j) Section or Paragraph Headings. Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part any of the terms or provisions of this Agreement.

(k) Stop-Transfer Orders. The Optionee agrees that, in order to ensure compliance with the restrictions set forth in this Agreement, the Company may issue appropriate “stop transfer” instructions to its duly authorized transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. The Company shall not be required (i) to transfer on its books any shares of the Company’s Common Stock that have been sold or otherwise transferred in violation of this Agreement or (ii) to treat the owner of such shares of Common Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such shares of Common Stock shall have been so transferred.

(l) Conformity to Securities Laws. The Optionee acknowledges that this Agreement is intended to conform to the extent necessary with all provisions of the Securities Act and the Securities Exchange Act of 1934, as amended, and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Agreement shall be administered, and the Options are granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

(m) Role of Counsel. The Optionee acknowledges his understanding that this Agreement was prepared at the request of the Company by Pearlman Law Group LLP, its counsel, and that such firm did not represent the Optionee in conjunction with this Agreement or any of the related transactions. The Optionee, as further evidenced by his signature below, acknowledges that he has had the opportunity to obtain the advice of independent counsel of his choosing prior to his execution of this Agreement and that he has availed himself of this opportunity to the extent he deemed necessary and advisable.

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

NOTICE OF EXERCISE

To: Brownie’s Marine Group, Inc.

1. The undersigned Optionee hereby elects to purchase _____________ shares of Common Stock of Brownie’s Marine Group, Inc., a Florida corporation (the “Company”), pursuant to the terms of the Non-Qualified Stock Option Agreement dated as of November 5, 2020 by and between the Company and the Optionee (the “Agreement”). All terms not otherwise defined herein shall have the same meaning as in the Agreement.

2. The Optionee shall make payment of the Exercise Price as follows (check one):

[  ] “Cash Exercise”

[  ] “Cashless Exercise”

If the Optionee is making a Cash Exercise, the Optionee is hereby delivering the sum of $____________, in lawful money of the United States, to the Company in accordance with the terms of the Agreement.

If the Optionee is making a Cashless Exercise, the Company shall deliver to the Optionee ______________ shares of Common Stock in accordance with the terms of the Agreement, which such amount is subject to verification by the Company.

IN WITNESS WHEREOF, the Optionee has executed this Notice of Exercise as of the _____ day of __________, __________.

Exhibit 10.2

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (“Agreement”), is dated as of November 5, 2020, by and between BROWNIE’S MARINE GROUP, INC., A Florida corporation, with an address at 3001 NW 25 Avenue, Suite 1, Pompano Beach, Florida (the “Company”), and Christopher H. Constable, an individual with an address at 11032 Brandywine Lake Way, Boynton Beach, Florida (the “Executive”).

W I T N E S S E T H

WHEREAS, the Company desires to employ the Executive, and the Executive desires to accept such employment, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, representations and warranties set forth herein, and for other good and valuable consideration, it is hereby agreed as follows:

1. Employment. The Company hereby agrees to employ the Executive, and the Executive hereby accepts such employment, upon the terms and conditions set forth herein.

2. Term. This Agreement shall commence on the date hereof and terminate on the third anniversary thereof, unless sooner terminated as provided in Section 8 of this Agreement (the “Term”). At the expiration of the Term, or any prior extensions thereof, the Term shall automatically be extended, without any action on the part of the Company or the Executive, for additional one-year periods, unless either party notifies the other in writing of its desire not to renew the Agreement at least sixty days prior to the expiration of the then current Term.

3. Position and Duties.

(a) During the Term, the Executive shall serve as the Chief Executive Officer of the Company and shall have such duties and responsibilities as are consistent with such office, as the board of directors of the Company (the “Board”) shall designate from time to time.

(b) During the Term, the Executive shall perform and discharge his duties and responsibilities in accordance with the terms and conditions of this Agreement, and shall devote his talents, efforts and abilities to the performance of his duties hereunder.

(c) During the Term, the Executive shall devote substantially all of his business time, attention and energies to the Company’s business; provided that nothing contained in this Agreement shall prevent the Executive from serving on civil, charitable and corporate boards, nor making passive investments which do not interfere with the performance of Executive’s duties under this Agreement.

(d) In addition, during the Term, the Executive shall serve as a member of the Company’s Board. The Company agrees that it shall nominate the Executive to be a director of the Company at each election of directors of the Company to be held during the Term, and to recommend to the shareholders of the Company to vote their shares in favor of the election of the Executive as a director of the Company at all such meetings. The Executive agrees to serve as a director of the Company for no additional consideration, except as may be provided to all directors generally.

4. Compensation.

(a) Base Salary. In consideration for the Executive’s services hereunder, the Company shall (i) pay the Executive an annual base salary of $200,000, payable in accordance with the customary payroll practices of the Company, and (ii) subject to the terms and conditions of this Agreement, issue upon execution and on each anniversary of the date hereof during the Term, a non-qualified immediately exercisable five-year stock option to purchase that number of shares equal to $100,000 of the value of the Company’s common stock, par value $0.0001 per share (“Common Stock”) at an exercise price equal to the market price of the Common Stock on the date of issuance ( collectively “Base Salary”) in accordance with the terms of an option agreement to be entered into between the parties hereto.

(b) Bonus. In addition to Base Salary, the Executive shall be entitled to receive four-year stock options to purchase shares of Common Stock at an exercise price equal to the market price of the Common Stock on the date hereof in the amounts listed below based upon the following performance milestones:

(i) 2,000,000 shares - If the Company’s total net revenues, as reported in its statement of operations in its financial statements in its filings with the Securities and Exchange Commisssion, including as a result of a stock or asset acquisition of a third party (“Net Revenues”) are in excess of $5,000,000, in the aggregate, for four consecutive fiscal quarters;

(ii) 3,000,000 shares - If the Company’s Net Revenues are in excess of $7,500,000, in the aggregate, for four consecutive fiscal quarters

(iii) 5,000,000 shares - If the Company’s Net Revenues are in excess of $10,000,000, in the aggregate, for four consecutive fiscal quarters;

(iv) 20,000,000 shares - If the Common Stock is listed on the on NASDAQ, New York Stock Exchange or American Stock Exchange.

The Net Revenues measurement period shall commence the quarter ended immediately following the execution of this Agreement.

(d) Withholding. All cash payments required to be made by the Company to the Executive under this Agreement shall be subject to withholding taxes, social security and other payroll deductions in accordance with applicable law and the Company’s policies applicable to executives of the Company.

5. Benefits. During the Term and for such longer periods required by applicable law, the Executive shall be entitled to participate in the executive benefit plans, policies and programs, including health and disability insurance (collectively, “Benefits”), on the same terms and conditions made available to other executives of the Company.

6. Reimbursement of Expenses. The Company shall pay or reimburse the Executive for all out-of-pocket expenses reasonably incurred by the Executive for the benefit of the Company upon presentation of supporting information as the Company may reasonably require of the Executive.

7. Vacation. The Executive shall be entitled to no less than three weeks of paid vacation during each full calendar year of the Term (and a pro rata portion thereof for any portion of the Term that is less than a full calendar year). Unused vacation may be carried over to successive years.

8. Termination. The employment of the Executive hereunder may be terminated prior to the expiration of the Term in the manner described in this Section 8.

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

(b) Termination upon Disability. The Company shall have the right to terminate this Agreement during the continuance of any Disability of the Executive, as hereafter defined, upon fifteen (15) days’ prior notice to the Executive during the continuance of the Disability.

(c) Termination by the Company Without Good Cause. The Company shall have the right to terminate the Executive’s employment hereunder without Good Cause (as such term is defined herein) by written notice to the Executive.

(d) Termination by the Company for Good Cause. The Company shall have the right to terminate the employment of the Executive for Good Cause by written notice to the Executive specifying the particulars of the circumstances forming the basis for such Good Cause.

(e) Voluntary Resignation by the Executive. The Executive shall have the right to voluntarily resign his employment hereunder for other than Good Reason (as such term is defined herein) by written notice to the Company.

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

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

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

(i) “Disability” shall mean an inability by the Executive to perform a substantial portion of the Executive’s duties hereunder by reason of physical or mental incapacity or disability for a total of ninety (90) days or more in any consecutive period of three hundred and sixty five (365) days, as determined by the Board in its good faith judgment.

(ii) “Good Cause” as used herein, mean (A) the commission of a felony, or a crime involving moral turpitude that has a material adverse effect on the reputation, business or prospects of the Company; (B) substantial and repeated failure to perform duties as reasonably directed by the Board; (C) gross negligence, willful misconduct, or self-dealing; (D) any material misrepresentation by the Executive under this Agreement; or (E) the Company and the Executive mutually agree that the business and/or economic conditions have changed that the Company can no longer continue to pay the Base Salary as defined in this agreement; provided, however, that such Good Cause shall not exist unless the Company shall first have provided the Executive with written notice specifying in reasonable detail the factors constituting such Good Cause, as applicable, and such factors shall not have been cured by the Executive within thirty (30) days after such notice or such longer period as may reasonably be necessary to accomplish the cure.

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

(A) the diminution of the Executive’s duties, responsibilities, title or authority;

(B) a material breach by the Company of this Agreement or any other agreement between the Company and the Executive, provided that such Good Reason shall not exist unless the Executive shall first have provided the Company with written notice specifying in reasonable detail the factors constituting such material breach and such material breach shall not have been cured by the Company within thirty days after such notice or such longer period as may reasonably be necessary to accomplish the cure;

(C) the Company requiring the Executive to be based at any location other than within fifty (50) miles of the Company’s current executive office location, except for requirements of temporary travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations existing immediately prior to the date of this Agreement;

(D) any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement;

(E) the failure to elect the Executive to, or removal of the Executive from, the Board; or

(F) a Change of Control shall have occurred.

For purposes of this Agreement, Change of Control shall mean (i) the direct or indirect sale, lease, exchange or other transfer of 50% or more of the assets of the Company to any person or entity or group of persons or entities acting in concert (a “Group”), (ii) the merger, consolidation or other business combination of the Company with or into another entity with the effect that the shareholders of the Company, immediately following such merger, consolidation or other business combination, hold 50% or less of the combined voting power of the then outstanding securities of the surviving entity having the right to vote in the election of directors (iii) the replacement of the majority of the Board, or (iv) a person or Group shall, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of securities of the Company representing 50% or more of the combined voting power of the then outstanding securities of the Company having the right to vote in the election of directors.

9. Obligations of Company on Termination. Notwithstanding anything in this Agreement to the contrary, the Company’s obligations on termination of the Executive’s employment shall be as described in this Section 9.

(a) Obligations of the Company in the Case of Termination Without Good Cause or Resignation by the Executive for Good Reason. In the event that prior to the expiration of the Term, the Company terminates the Executive’s employment, pursuant to Section 8(c), without Good Cause, or the Executive resigns, pursuant to Section 8(f), for Good Reason, the Company shall provide the Executive with the following:

(i) Severance Payments. The Company shall pay the Executive at the rate(s) which would otherwise have been in effect pursuant to Section 4 above:

(A) Base Salary otherwise payable to the Executive for the period of six months; and

(B) any Base Salary, bonuses, vacation and unreimbursed expenses accrued but unpaid as of the date of termination.

(b) Obligations of the Company in case of Termination for Death, Disability, Voluntary Resignation or Good Cause. Upon termination of the Executive’s employment upon his death (pursuant to Section 8(a)), as a result of his Disability (pursuant to Section 8(b), for Good Cause (pursuant to Section 8(d)), or as a result of the voluntary resignation of the Executive (pursuant to Section 8(e)), the Company shall have no payment or other obligations hereunder to the Executive, except for the payment of any Base Salary, bonuses, benefits or unreimbursed expenses accrued but unpaid as of the date of such termination.

10. Covenants of the Executive.

(a) Confidentiality. The Executive acknowledges, recognizes and agrees that in connection with his position with the Company he will have access to proprietary and confidential information regarding the Company, including but not limited to, its products, customers, trade secrets, processes, methods of operation, know-how, business plans, financial conditions and prospects and other information, which the Company regards as confidential (collectively, “Confidential Information”). The Executive acknowledges and agrees that the Confidential Information is of great value to the Company and has been disclosed to him in confidence. The Executive shall therefore retain in strict confidence and not, at any time, during or after his employment with the Company, directly or indirectly reveal, divulge, disclose, copy, transfer, or make known to any person or entity, any Confidential Information except in furtherance of the Business for the benefit of the Company. Notwithstanding the foregoing, the Executive has no obligation of confidentiality with respect to information which is in public domain or become known to others other than through disclosure by the Executive.

(b) Non-Competition. The Company is in the business of designing, testing manufacturing and distribution of recreational hookah diving, yacht based scuba air compressor and nitrox generation systems, and the manufacture and sale of high pressure air and industrial gas compressors (the “Business”). The Executive acknowledges that during his employment with the Company he will become familiar with trade secrets and other information relating to the Company and its Business, and that his services have been and will be of special, unique and extraordinary value to the Company. Therefore, the Executive agrees that, during the Term, and for one year thereafter (the “Restricted Period”), the Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or as an investor in or lender to any business (in each case including, without limitation, on his own behalf or on behalf of another entity) which competes either directly or indirectly with the Company in the Business, in any market in which the Company is operating, or is considering operating at any given point in time during the Term. Nothing in this Section 10(b) will be deemed to prohibit the Executive from being a passive owner of less than 5% of the outstanding stock of a corporation engaged in a competing business as described above of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation.

(c) Non-Solicitation. The Executive agrees that during the Restricted Period, the Executive will not, directly or indirectly, whether for compensation or not, on his own behalf or through another entity: (i) solicit, induce or attempt to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or its subsidiaries and any employee thereof or otherwise hire, retain, engage, employ or receive the services of an individual who was an employee of the Company or its subsidiaries at any time during such Restricted Period, except any such individual whose employment was terminated by the Company more than six months prior to Executive’s termination from the Company; or (ii) solicit, induce or attempt to induce any person, firm or company who was a client, customer, supplier, agent or distributor of the Company or its affiliates or subsidiaries during the one-year period immediately preceding the Executive’s termination from the Company to decrease or cease doing business with the Company or its subsidiaries.

(d) Work Product. The Executive agrees that all innovations, inventions, improvements, developments, methods, designs, analyses, drawings, reports, and all similar or related information which relate to the Company’s business, and which are conceived, developed or made by the Executive during the Term (any of the foregoing, hereinafter “Work Product”), belong to the Company. The Executive will promptly disclose all such Work Product to the Board and perform all actions reasonably requested by the Board (whether during or after the Term) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

(e) No Conflict. The Executive represents and warrants to the Company that the Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity or any other agreement which would prevent or limit his ability to enter into this Agreement or perform his obligations hereunder.

(f) Enforcement.

(i) The Executive acknowledges that the Company will suffer substantial and irreparable damages not readily ascertainable or compensable in the event of the breach of any of the Executive’s obligations under Sections 10(a) through (c) hereof. The Executive therefore agrees that the provisions of Sections 10(a) through (c) shall be construed as an agreement independent of the other provisions of this Agreement and any other agreement and that the Company, in addition to any other remedies (including damages) provided by law, shall have the right and remedy to have such provisions specifically enforced by any court having equity jurisdiction thereof.

(ii) If at any time any of the provisions of this Section 10 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter, and the Executive agrees that this Section 10, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

11. Indemnification. The Company hereby agrees to indemnify and hold harmless the Executive to the full extent permitted by the Florida Business Corporation Act and other relevant statutes by virtue of the Executive’s service to or on behalf of the Company as a director or officer of the Company. The Company agrees to advance to the Executive, as and when incurred by the Executive, all costs and expenses arising from any claim as to which the Company is providing indemnification hereunder

12. Insurance. The Company shall maintain directors’ and officers’ insurance during the Term at rates (but in no event less than $3,000,000) and upon such terms and conditions no less favorable than applicable to any other executive of the Company, including post-termination tail coverage.

13. Severability. Should any provision of this Agreement be held, by a court of competent jurisdiction, to be invalid or unenforceable, such invalidity or unenforceability shall not render the entire Agreement invalid or unenforceable, and this Agreement and each other provision hereof shall be enforceable and valid to the fullest extent permitted by law.

14. Successors and Assigns.

(a) This Agreement and all rights under this Agreement are personal to the Executive and shall not be assignable other than by will or the laws of descent. All of the Executive’s rights under the Agreement shall inure to the benefit of his heirs, personal representatives, designees or other legal representatives, as the case may be.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. Any entity succeeding to the business of the Company by merger, purchase, consolidation or otherwise shall assume by contract or operation of law the obligations of the Company under this Agreement.

15. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Florida, without regard to the conflicts of laws rules thereof.

16. Notices. All notices, requests and demands given to or made upon the respective parties hereto shall be deemed to have been given or made five business days after the date of mailing when mailed by registered or certified mail, postage prepaid, or on the date of delivery if delivered by hand, or one business day after the date of delivery by Federal Express or other reputable overnight delivery service, addressed to the parties at their addresses first set forth above, or to such other addresses furnished by notice given in accordance with this Section 17.

17. Entire Agreement. This Agreement supersedes any prior arrangements, understandings, discussions and agreements relating to employment between the Executive and the Company and constitutes the complete understanding between the parties with respect to the subject matter hereof. No statement, representation, warranty or covenant has been made by either party with respect to the subject matter hereof except as expressly set forth herein.

18. Modification; Waiver.

(a) This Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and the Executive or in the case of a waiver, by the party against whom the waiver is to be effective. Any such waiver shall be effective only to the extent specifically set forth in such writing.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

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

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