THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 1 st day of May 2006, by
Coda Octopus Group, Inc., a Delaware corporation (Coda Octopus Group, Inc. and its subsidiaries hereinafter
referred to as “Coda Octopus”), with its principal place of business at 245 Park Avenue, New York, New York
10167 and Frank Moore, residing in 5402 Morris Neck Road, Cambridge, MD 21613 (“the “Executive”)
(collectively the "Parties").
WHEREAS , the Parties desire to enter into the Agreement to reflect the Executive’s executive capacities
in Coda Octopus’ business and to provide for Coda Octopus’s employment of the Executive; and
WHEREAS , the Parties wish to set forth the terms and conditions of that employment;
NOW THEREFORE , in consideration of the mutual covenants and promises contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the
Parties, the Parties agree as follows:
Term of Employment
Coda Octopus hereby employs the Executive, and the Executive hereby accepts employment with Coda
Octopus, upon the terms and conditions set forth in this Agreement, for a term (the “Employment
Period”) commencing on the date hereof until terminated pursuant to Section 5.
During the Employment Period, the Executive shall be employed in the business of Coda Octopus
including its affiliates. The Executive shall serve as Senior Vice President Government Liaison (see
Appendix A for description of duties). In addition to the duties set forth in Appendix A, the Executive
shall perform such services consistent with his position and as may be assigned to him from time to time
by Coda Octopus.
Extent of Services
The Executive will not engage in the management of any business activities during the Employment Period
except those which are for the sole benefit of Coda Octopus and to devote his entire business time,
attention, skill and effort