S-1

As filed with the Securities and Exchange Commission on October 15, 2008

Registration No.                     

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Spheric Technologies, Inc.

(Exact name of registrant as specified in its charter)

Nevada	5084	20-0744312
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Spheric Technologies, Inc.

4708 East Van Buren Street

Phoenix, Arizona 85008

(602) 218-9292

(Address, including zip code, and telephone number, including area code, of principal executive offices)

With copies to:

Christian J. Hoffmann, III, Esq. Quarles & Brady LLP One Renaissance Square Two North Central Avenue Phoenix, Arizona 85004 Phone: (602) 229-5200 Fax: (602) 420-5008 Hank Gracin, Esq. Lehman & Eilen LLP Mission Bay Office Plaza 20283 State Route 7, Suite 300 Boca Raton, Florida 33498 Phone: (561) 237-0804 Fax: (561) 237-0803

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: From time to time after the registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  x  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨		Accelerated filer  ¨
Non-accelerated filer  ¨	(Do not check if a smaller reporting company)	Smaller reporting company  x

Calculation of Registration Fee

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share (1)	Proposed Maximum Aggregate Price(1)	Amount of Registration Fee (1)(2)
Common stock, par value $0.001 per share	1,333,334	$6.00	$8,000,004	$314.40
Common stock, par value $0.001 per share, issuable upon exercise of Underwriter’s Warrants (3)	133,334	$7.20	$960,004	$37.73
Total Registration Fee				$352.13

(1) Estimated in accordance with Rule 457(c) solely for the purpose of computing the amount of the registration fee based on a bona fide estimate of the maximum offering price.

(2) Calculated under Section 6(b) of the Securities Act of 1933 as .00003930 of the aggregate offering price.

(3) The Company has agreed to sell to the Underwriter Warrants to purchase one share for each ten shares sold in this offering, provided the Minimum Offering is sold.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We have filed a registration statement with the Securities and Exchange Commission relating to this prospectus. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED             , 2008

PRELIMINARY PROSPECTUS

Spheric Technologies, Inc.

Minimum of 1,000,000 shares of common stock

Maximum of 1,333,334 shares of common stock

This is our initial public offering. We are offering 1,333,334 shares of our common stock, $0.001 par value per share, on a best efforts basis as to a minimum of 1,000,000 shares of our common stock (the “Minimum Offering”) and a maximum of 1,333,334 shares of our common stock (the “Maximum Offering”) at a price of $6.00 per share, through Midtown Partners & Co., LLC (the “Underwriter”). All funds received from subscribers will be deposited into a non-interest bearing escrow account (the “Escrow Account”) at Signature Bank, a New York State chartered bank (the “Escrow Agent”).

Prior to this offering, there has been no public market for our common stock. The offering price may not reflect the market price of our shares after the offering. There is no minimum purchase requirement for prospective stockholders.

Our common stock is not traded on any market or securities exchange. We intend to list our common stock on the AMEX under the proposed symbol “SPT.” The listing of our common stock on the AMEX is a condition to the completion of the offering. Our proposed AMEX listing, however, is not guaranteed and there is no assurance that our securities will ever trade on any exchange.

The shares being offered are highly speculative and they involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See “Risk Factors” beginning on page 3.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

	Price to Public		Underwriting Discounts and Commissions (1)(2)		Proceeds to Company (3)
Per Share	$	6.00	$	0.48	$	5.52
Total – Minimum of 1,000,000 shares	$	6,000,000	$	480,000	$	5,520,000
Total – Maximum of 1,333,334 shares	$	8,000,000	$	640,000	$	7,360,000

The date of this prospectus is             , 2008.

(1) Provided that the Minimum Offering is sold, we have agreed to pay the Underwriter a commission of eight percent (8%) of the price of each share sold in the offering. Such commission does not include a non-accountable expense allowance of three percent (3%) of the gross offering proceeds, which we have also agreed to pay the Underwriter, for an amount of $180,000 if the Minimum Offering is sold and $240,000 if the Maximum Offering is sold. In addition, we have agreed to sell to the Underwriter, for nominal consideration, warrants (the “Underwriter’s Warrants”) to purchase one share for each ten shares sold in this offering, again provided the Minimum Offering is sold. These items and other consideration, if any, payable to the Underwriter may be deemed to be additional compensation. See “Underwriting.”

(2) The money we raise from the subscriptions for shares will be deposited in the Escrow Account with the Escrow Agent until the Minimum Offering is sold, where the funds will be held for the benefit of the subscribers. All payments for the shares of common stock must be made payable to the Escrow Agent and mailed or delivered to the Underwriter. We expect that our shares of common stock will be ready for delivery in book-entry form through The Depository Trust Company on or about             , 2008. This offering will terminate on             , 2008, provided that the Underwriter, at its option, may extend such date until             , 2008. If we do not sell the Minimum Offering and AMEX does not confirm that the shares of common stock will be listed on the AMEX prior to the termination date, all money paid for the shares will be promptly returned to the purchasers, without interest and without deduction for expenses. Officers, directors and affiliates may purchase common stock in this offering and such purchases will count towards the Minimum Offering. Subscribers will not be able to withdraw their subscriptions from the Escrow Account during the offering period. If the Minimum Offering is sold within the offering period, the remaining 333,334 shares will be offered on a “best efforts” basis until all of the shares are sold, unless the offering is terminated earlier by agreement between the Underwriter and us. There can be no assurance that any or all of the shares being offered will be sold. See “Underwriting.”

(3) Before deducting expenses of this offering payable by us estimated to be a minimum of $150,000 and a maximum of $170,000, excluding the Underwriter’s unaccountable expense allowance referred to in footnote (1). See “Use of Proceeds.”

The shares are offered by the Underwriter subject to receipt and acceptance thereof. The Underwriter and Spheric reserve the right to reject any order in whole or in part. It is expected that the book-entry of these shares will be made against payment therefore after receipt of the proceeds from the sale of the Minimum Offering and release of such funds from the Escrow Account.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information that is different from that contained in this prospectus. We are offering to sell and seeking offers to buy shares of our common stock only in jurisdictions where offers and sales are permitted. This document may only be used where it is legal to sell the shares of our common stock. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

TABLE OF CONTENTS

	Page No.
PRELIMINARY PROSPECTUS
AVAILABLE INFORMATION	i
PROSPECTUS SUMMARY	1
RISK FACTORS	3
USE OF PROCEEDS	17
DETERMINATION OF OFFERING PRICE	19
DILUTION	20
DESCRIPTION OF BUSINESS	21
DESCRIPTION OF PROPERTY	30
LEGAL PROCEEDINGS	30
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	31
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	32
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	40
EXECUTIVE COMPENSATION	45
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS	47
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	48
UNDERWRITING	49
SHARES ELIGIBLE FOR FUTURE SALE	54
INTEREST OF NAMED EXPERTS AND COUNSEL	55
DESCRIPTION OF SECURITIES	56
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	61
WHERE TO GET MORE INFORMATION	62
FINANCIAL STATEMENTS
PART II—INFORMATION NOTE REQUIRED IN PROSPECTUS	II-1

AVAILABLE INFORMATION

This prospectus constitutes a part of a registration statement on Form S-1 (together with all amendments and exhibits thereto, the “Registration Statement”) filed by us with the SEC under the Securities Act of 1933, as amended (the “Securities Act”). As permitted by the rules and regulations of the SEC, this prospectus omits certain information contained in the Registration Statement, and reference is made to the Registration Statement and related exhibits for further information with respect to Spheric and the securities offered hereby. Any statements contained herein concerning the provisions of any document filed as an exhibit to the Registration Statement or otherwise filed with the SEC are not necessarily complete, and in each instance reference is made to the copy of such document so filed. Each such statement is qualified in its entirety by such reference.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that which is contained in this prospectus. This prospectus may be used only where it is legal to sell these securities. The information in this prospectus may only be accurate on the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of securities.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this prospectus discuss future expectations, contain projections of results of operation or financial condition or state other “forward-looking” information. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “should,” “could,” “will,” “plan,” “future,” “continue,” 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 prospectus.

Important factors that may cause the actual results to differ from the forward-looking statements, projections or other expectations include, for example, the following:

• our ability to implement our business plan;

• our ability to market our product and technology, commence revenue operations and then to achieve profitable results of operation;

• impairment of license, patent or other proprietary rights;

• competition from larger, more established companies with far greater economic and human resources than we have;

• our ability to attract and retain customers and quality employees;

• the effect of changing economic conditions; and

• changes in government regulations, tax rates and similar matters.

We do not promise to update forward-looking information to reflect actual results or changes in assumptions or other factors that could affect statements made in this prospectus.

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PART I—INFORMATION REQUIRED IN PROSPECTUS

PROSPECTUS SUMMARY

This summary highlights some information from this prospectus and it does not contain all the information necessary for your investment decision. The following summary is qualified in its entirety by reference to the more detailed information and financial statements appearing elsewhere in and incorporated by reference into this prospectus. The shares offered hereby are speculative and involve a high degree of risk. Each prospective investor should carefully review the entire prospectus, the financial statements and all exhibits and documents referred to therein. See “Risk Factors.” Except as otherwise required by the context, references in this prospectus to “we,” “our,” “us,” the “Company,” “Spheric Technologies” and “Spheric” refer to Spheric Technologies, Inc., a Nevada corporation.

Spheric Technologies

We are a development stage company that plans to develop, market and distribute industrial microwave technology for the sintering of powdered metals and advanced ceramic powders in the United States and Canada. We will deliver our technology to our customers through the sale of high-temperature industrial microwave furnaces and the sublicense of certain intellectual property relating to the microwave sintering of such materials. Sintering is the binding without melting, at a microscopic level, of small particles of metal or ceramics and is generally used for the production of industrial parts or components.

We plan to derive our future revenue from several sources: (i) sales and servicing of microwave furnaces for high temperature microwave processing of powdered metals and ceramics to produce parts; (ii) fixed annual royalties on the sublicense of intellectual property associated with the microwave sintering of powdered metals and advanced ceramics; and (iii) royalties on sales of microwave sintered parts produced off-shore by third parties and sold in the United States under our sublicenses. Given sufficient capital and attractive commercial prospects, we intend to explore marketing our technology to the water treatment and mining equipment industries.

We have entered into a Sales Agency Agreement with Changsha Syno-Therm Co., Ltd., a manufacturer of microwave furnaces located in Changsha, Hunan, P.R.C. (“Syno-Therm”). We are the exclusive distributor for Syno-Therm microwave furnaces in North and South America. We also licensed an intellectual property portfolio of nine patents from the Pennsylvania State University Research Foundation (“Penn State”), which we plan to sublicense to the purchasers of the furnaces that we sell. Our licenses from Penn State are associated with the microwave processing of powdered metal and advanced ceramics, as well as other materials.

We were incorporated in 2004 in Arizona to focus on the commercialization of production of various materials. In July 2008, we transferred the domicile of our corporation from Arizona to Nevada. The address of the executive office of Spheric Technologies, Inc. is 4708 East Van Buren Street, Phoenix, Arizona 85008 and its telephone number is (602) 218-9292.

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THE OFFERING

Common Stock Offered:	1,000,000 shares (Minimum Offering) on a “best efforts, all-or-none” basis 1,333,334 shares (Maximum Offering) on a “best efforts” basis
Common Stock Outstanding
Prior to this offering:	4,852,850 shares (1)
After this offering:	5,852,850 shares (2) (Minimum Offering) 6,186,184 shares (2) (Maximum Offering)
Terms of the Offering:	90 days from the date of this prospectus, unless extended for up to an additional 90 days at the sole discretion of the Underwriter.
Public Trading Market for Securities Offered:	Our common stock is not currently traded on any public securities exchange.
Proposed AMEX Symbol:	“SPT”(3)
Form:	The common stock will be issued and maintained in book-entry form registered in the name of the nominee of The Depository Trust Company, except under limited circumstances.
Use of Proceeds:	We will use the net proceeds, after expenses, estimated at $5,190,000 if the Minimum Offering is sold and $6,950,000 if the Maximum Offering is sold, for the purchase of microwave furnaces and other equipment, furniture and fixtures, marketing, research and development, repayment of shareholder loans, potential acquisitions and general working capital. See “Use of Proceeds.”
Risk Factors:	This offering involves a high degree of risk. You should not consider purchase of the shares unless you can afford to lose your entire investment. See “Risk Factors,” as well as other cautionary statements throughout this prospectus, before investing in shares of our common stock.

(1) Indicates shares of common stock outstanding at August 31, 2008.

(2) Does not include: (i) 1,626,860 shares, assuming exercise of all outstanding warrants, (ii) 133,334 shares underlying the Underwriter’s Warrants, and (iii) 51,500 shares, assuming exercise of all outstanding options.

(3) We intend to apply for listing on the AMEX. The symbol “SPT” may not be available with the AMEX.

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RISK FACTORS

Investment in our common stock involves a number of risks and you should be able to bear the complete loss of your investment. In addition to the risks and investment considerations discussed elsewhere in this prospectus, the following factors should be carefully considered by anyone purchasing the securities offered by this prospectus. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks actually occur, our business could be harmed. In such case, the trading price of our common stock could decline and investors could lose all or a part of the money paid to buy our common stock.

Risks Related to Our Business

We have minimal operations.

We have had limited commercial operations and require the capital to be obtained from this offering in order to continue with the implementation of our business plan. To date, we have generated revenue of $104,764 from the sale of one furnace in 2007. We expect to incur operating deficits as we implement our business plan. Even if we obtain the funding in this offering, we may not be profitable.

Our management has limited direct experience in our proposed business.

Our estimates of capital, personnel, equipment and facilities required for our proposed operations are based on the experience of our management and businesses they are familiar with in other industries. While we have conducted investigations regarding the potential market for our products, we have not retained any independent third party to verify our conclusions concerning such demand. We believe that our estimates are reasonable, but until our operations are more established, it is not possible to determine the accuracy of such estimates. We have had limited direct operating experience and have conducted preliminary test marketing of our products over the past twelve months. However, we have no reliable basis for our estimates of possible revenues. In formulating our business plan, we have relied on the judgment of our officers and their research on the powdered metal industry. Even with the financing from this offering, there can be no assurance that we will be able to operate our business on a profitable basis. Our plans are based upon the assumptions that present market conditions in the business that we plan to operate will continue, that the proceeds of this offering will be applied efficiently and that the risks described in this prospectus will be dealt with successfully. There can be no assurance that such plans will be realized or that any of the assumptions will prove to be correct.

We may continue to generate operating losses and experience negative cash flow and it is uncertain whether we will achieve future profitability.

For the years ended December 31, 2007 and December 31, 2006, we incurred a net loss from operations of $(593,595) and $(537,560), respectively. For the six months ended June 30, 2008 and June 30, 2007, we incurred a net loss from operations of $(451,463) and $(276,170), respectively. We may 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 achieve profitability will depend on the market acceptance of our product offerings and our capacity to develop, introduce and sell our products to our targeted markets. There can be no assurance that we will ever generate significant 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.

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Our auditors have expressed a going concern opinion.

We have incurred recurring losses and had a working capital deficit of $608,485 at December 31, 2007, primarily as a result of our progress through the development stage to early operating stage and lack of revenue. Accordingly, the opinion of our independent auditors for the years ended December 31, 2007 and December 31, 2006 is qualified subject to uncertainty as to whether we will be able to continue as a going concern. This may negatively impact our ability to obtain additional funding that we may require or to do so on terms attractive to us and may negatively impact the market price of our stock.

As shown in the accompanying financial statements, while we had sales in 2007, these sales were insufficient to support operations and we have previously suffered recurring losses during our development stage. As a result, there are uncertainties that raise substantial doubt as to whether we will be able to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability or classification of recorded asset amounts or the amounts or classification of recorded liabilities that may result if we are unable to continue as a going concern.

We depend on a single certain manufacturing source whose inability to perform its obligations would harm our business.

We currently rely on Syno-Therm as our sole supplier of the microwave furnaces we distribute. We purchase, and will continue to purchase our microwave furnaces from such manufacturer. We do not intend to directly manufacture any of the equipment or parts to be used in our microwave products. We have a three-year term exclusive sales agreement with this supplier that expires in December 2010. Syno-Therm may not be able to continue to perform any or all of its obligations to us. Syno-Therm’s equipment manufacturing facility is located in Changsha, Hunan, P.R.C., and its ability to supply us with furnaces may be affected by Syno-Therm’s manufacturing capacities and quality controls and regional or worldwide economic, political or governmental conditions. Disruptions in international trade and finance, or in transportation may have a material adverse effect on our business, financial condition and results of operation.

Our reliance upon one manufacturer for our furnaces is expected to continue and involves several risks, including limited control over the availability of components, delivery schedules, pricing and product quality. We may experience delays, additional expenses and lost sales because of our dependency on a single manufacturer and supplier. If Syno-Therm could not supply us with adequate equipment in a timely manner, or if we could not locate a suitable alternative supplier or at all or negotiate favorable terms with such supplier in a timely manner, it would have a material adverse effect on our business. Industry standards and our market research indicate that lead times are common throughout the industry in furnace sales, but changes in our vendor relationship might create lead times that could be unacceptably long to some customers.

If supplies of components or materials by Syno-Therm are delayed or interrupted for any reason, our ability to produce and supply our products on a timely basis could be impaired. While we believe that alternative suppliers exist for most of our components and materials, we have not specifically identified any alternative suppliers for our microwave furnaces and we may be unable to replace Syno-Therm in a timely manner. Although we will attempt to match our furnace inventory to estimates of marketplace demand to the extent product orders materially vary from our estimates, we may experience constraints in our product delivery capacity. In addition, if we do not meet the minimum purchase amount required under our license with Syno-Therm, we could lose our exclusivity.

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Accordingly, our reliance on outside vendors generally and Syno-Therm in particular, involves a number of risks, including:

• the possibility that one or more of our suppliers with whom we do not have supply agreements could terminate their services at any time without penalty;

• the potential obsolescence of the furnaces and/or inability of our suppliers to obtain required components;

• potential delays and expenses of seeking alternate sources of supply;

• reduced control over pricing, quality and timely delivery; and

• increases in prices of raw materials and key components.

We may not be successful in the implementation of our business plan.

If we raise the Minimum Offering, we should have sufficient working capital to implement our business plan as described in this prospectus. Our ability to fully implement such plan will depend upon our ability to execute our business plan efficiently and to obtain additional financing in the future, if our estimates prove to be wrong. No assurance can be given that we will be able to obtain additional capital or, if available, that such capital will be available on terms acceptable to us or at all, or that we will be able to generate profits from operations, or if profits are generated, that they will be sufficient to carry out our business plan, or that the plan will not be modified.

Our ability to successfully market our products to the intended range of customers depends on our products functioning as we plan, acceptance by our prospective customers, our ability to attract and retain employees with strong industry contacts and knowledge of our products. Individuals with specialized industry skills are in short supply and competition for qualified engineers and sales persons is intense. The loss of the services of our president, vice president, and/or secretary or the failure to attract new qualified personnel could adversely affect our business and growth prospects.

It is uncertain what our actual costs and profitability will be.

Our actual costs of distributing and marketing of our microwave furnaces and technologies for microwave processing systems and the costs of production of sintered products are unknown at this time.

In addition, even if our initial costs are as anticipated, our microwave furnaces may break down, prove unreliable or prove inefficient in a commercial setting. If so, related costs, delays and related problems may cause production of our products and technologies to be unprofitable. While we have the microwave furnaces, they may not perform as expected in a commercial production environment. We may experience cost and technical difficulties in having our products do so.

It is uncertain whether we will need additional financing.

Our cash requirements may vary materially from those now planned depending on numerous factors, including the scope and results of our marketing and business development activities, the results of future research and development and competition. We believe that the net proceeds from this offering will be sufficient to fund our working and other capital requirements for the next twelve months if the Minimum Offering is raised and for eighteen months if the Maximum Offering is raised. Thereafter, we may need to raise additional funds to finance our working capital requirements through private or public financings depending upon our ability 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 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

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commitments for 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 planned 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 operation and financial condition.

There is uncertainty as to market acceptance of our technology and products and our sales cycle may be long.

Our principal target markets are the powdered metal and ceramics sintering industries. We have conducted our own research into the markets for our products; however, because we will be a new entrant into the market and have conducted limited preliminary test marketing, we have somewhat limited information on which to estimate our levels of sales, the amount of revenue our planned operations will generate and our operating and other expenses.

Our products will require our customers to adopt new production methods and invest new capital in their businesses. Manufacturers in these markets traditionally have substantial capital investments in their plant and equipment, including in their furnaces. In this market, the sale of our technologies will be subject to budget constraints and resistance to change of long-established production techniques and processes, which could result in significant reduction in our anticipated revenues. We cannot assure investors that 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. There can be no assurance that we will be successful in our efforts to market our products or to develop markets in the manner we contemplate.

Our industry is susceptible to technological advancements in production methods and our competitive advantage may be reduced if we fail to keep up with changes in the technological processes. Our services are subject to significant technological change and innovation. Technological developments are occurring and while the effects of such developments are uncertain, they may have a material adverse effect on the demand for our products and services. Additionally, we may not be able to match any technological changes in needs of our target customers, which will reduce demand for our products.

The sales cycles for our microwave furnaces and services are lengthy and unpredictable, and we may expend substantial funds and management effort with no assurance of sales.

Our sales efforts require the effective demonstration of the benefits, value, differentiation and validation of our products and services, and training of personnel and departments within a potential customer organization. Accordingly, the sales cycles for our microwave furnaces and services are typically lengthy and unpredictable. The process begins with the identification of potential customers in selected markets. If the customer is interested, the customer will usually send samples to us for initial analysis and testing. We then test run the product through our microwave furnace. Provided we are able to demonstrate the efficacy of our technology on the application sample to the customer, it may then perform extended durability and other testing. In most cases, we are unable to exert any control or influence over such testing. Upon conclusion of the customer testing, we are able to determine whether the customer will place an order with us or not. Often, the customer will need to adapt its product to work with our processes. We expect that the customer’s resistance to change, costs, access to capital and payback on investment will be factors in its decision to adopt and utilize our technology.

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We may also be required to negotiate agreements containing terms unique to each prospective customer, which further lengthen the sales cycle. Furthermore, the capital spending policies of potential customers may have a significant effect on the timing of demand for our products. These policies are based on a wide variety of factors outside of our control, including the requirements of government grants, the resources available for purchasing research equipment and services, the spending priorities among various types of equipment and services and the policies regarding capital expenditures during recessionary periods, all of which can lengthen the sales cycles for our products and services. As a result, we may expend substantial funds and management effort in connection with our sales efforts with no assurance that we will sell our products or services. These lengthy sales cycles make it more difficult for us to accurately forecast revenue in future periods and may cause revenue and operating results to vary significantly from period to period.

If we are unable to compete in our market, you may lose all or part of your investment.

There are numerous other companies, including Centorr Vacuum Industries, Ipsen, Inc. and Nabertherm LLC that are engaged in the business of manufacturing conventional furnaces involved in the sintering of powdered metals or ceramics. All of these companies have substantially greater resources than we do and enjoy well established production facilities and processes, market presence, distribution networks and market share. It is likely that any or all of these other companies are in the process of, and have allocated substantially more resources than we have, in developing their own products that are or would be competitive with our products. Their ability to produce economies of scale may put us at a disadvantage.

Although U.S. production of microwave furnaces for our target industries does not exist, microwave furnaces are being produced in other countries that would provide significant competition to our expected microwave offerings if they were imported. However, we believe that the use of foreign-made microwave furnaces for sintering of powdered metals within the U.S. would potentially infringe upon our intellectual property rights. Increased competition or our failure to compete successfully is likely to result in price reductions, fewer customer orders, reduced gross margins, increased marketing costs, failure to acquire or retain market share, or any combination of these. 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. If we are not successful in competing against our current and future competitors, you could lose your entire investment. See “Description of Business-Competition.”

There are economic and general risks relating to our business.

The success of our activities is subject to risks inherent in our business generally, including demand for products and services; general economic conditions; changes in taxes and tax laws; and changes in government regulations and policies.

Electrical power is integral to our production processes.

While our microwave technology uses significantly less power than conventional high temperature processes, we do expect to use significant amounts of electrical power in our and our customers’ operations. Electrical power prices have been relatively stable, but they may not remain so. Any significant increase in the price of power sources will increase our costs of production.

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Our products and production processes could subject us to possible environmental liability.

Metal processing and sintering technologies, such as those used by our competitors, as well as our microwave sintering systems, are subject to federal, state and local environmental laws. Under such laws, we may be liable for the treatment, cleanup, remediation and/or removal of any hazardous substances discovered at any property we use for our operations, despite the fact that our technology does not utilize the same potential environmentally impactive processes as our competitors. In addition, courts or government agencies may impose liability for, among other things, the improper release, discharge, storage, use, disposal or transportation of hazardous substances. We might use hazardous substances and, if we do, we will be subject to substantial risks that environmental remediation will be required.

Because the industry is highly regulated in environmental matters, there is a risk that we may incur costs despite our ability to avoid most of the environmental hazards that affect the industry. While we have not found that our processes discharge any harmful effluents and will continue to follow every safety and environmental regulation required, we will utilize high intensity electrical power and produce products that may be considered toxic or carcinogenic if handled improperly.

Defects in our products could impair our ability to sell our products or could result in litigation and other significant costs.

Detection of any significant defects in our metal processing and sintering systems may result in, among other things, delay in time-to-market, loss of market acceptance and sales of our products, diversion of development resources, injury to our reputation, or increased warranty costs. Because our products are technologically complex, they may contain defects that cannot be detected prior to shipment. These defects could harm our reputation and impair our ability to sell our products. The costs we may incur in correcting any product defects may be substantial and could decrease our profit margins. Additionally, errors, defects or other performance problems could result in financial or other damages to our customers, which could result in litigation. Product liability litigation, even if we prevail, would be time consuming and costly to defend. Our product liability insurance may not be adequate to cover claims. Our product liability insurance coverage per occurrence is $1,000,000 with a $2,000,000 aggregate for our general business liability coverage, with an additional $1,000,000 per occurrence. Our excess or umbrella liability coverage per occurrence is $1,000,000, with an aggregate of $1,000,000.

Product defects in our microwave furnaces can be caused by production processes or defects in component parts of Syno-Therm or raw materials that they use. Further, products manufactured by our customers using our products and technologies will be subject to their own sets of production defection or risks. This is common to every product manufactured which is based on modern powdered metal processing or sintering technology. The microwave furnaces we utilize come from one source. We will attempt to mitigate the possibility of shipping defective microwave furnaces product by fully testing them as they come in and thoroughly testing them before they are shipped out to our customers. While we believe that Syno-Therm is reliable and has good quality controls, we can make no assurances because we are not the manufacturer.

We are dependent on key personnel.

Our success will be largely dependent upon the efforts of our executive officers and certain key employees, Mr. Joseph Hines, Mr. Michael Kirksey, Mr. Robert Desberg and Dr. Kuruvilla Cherian. We currently have independent contractor agreements with Messrs. Hines and Kirksey, and we have entered employment agreements with Mr. Hines and Mr. Kirksey, to become effective as of October 1, 2008. Each such agreement shall have a term of three years, expiring in 2011. 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

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services of such individuals in the future. We are also dependent to a substantial degree on our technical and development staff. Our success will be dependent upon our ability to hire and retain additional 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. If we are unable to attract and retain such personnel, we may not be successful in the implementation of our business plan. See “We may not be successful in the implementation of our business plan.”

We have limited marketing capability and may not successfully market our products.

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 powdered metal processing 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 manufacturers and suppliers in the powdered metal sintering market. 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 furnaces and products.

We provide a limited, one-year warranty on our furnaces.

We provide a limited, one-year warranty covering equipment defects in manufacturing and installation, but not covering any related loss in manufacturing output or materials. We receive a warranty from our manufacturer, Syno-Therm, with the same coverage. In the unlikely event that Syno-Therm did not honor its warranty to us on the equipment, we would be forced to cover the entire cost of equipment repair or replacement if such equipment is defective under the terms of our warranty to the customer. It may be necessary to segregate certain warranty-covered revenue on our financial statements to effectively allow for potential claims and reserves for such claims.

We are uncertain of our ability to protect our patents and intellectual property.

We rely primarily on a combination of U.S. and foreign patent and trademark laws, trade secrets, license agreements, confidentiality procedures and contractual provisions to protect our proprietary rights, which are our key assets. There can be no assurance that any of our pending or future patent applications, whether or not being currently challenged by applicable governmental patent examiners, will be issued with the scope of the claims sought, if at all. There also can be no assurance that any patents or licenses or sublicenses relating thereto that we may obtain or are relied upon by our key suppliers of equipment, such as industrial microwave furnaces, will not be invalidated, circumvented or challenged. Furthermore, there can be no assurance that others will not develop technologies that are similar or superior to our technology or design around any patents owned by us. Unauthorized parties may attempt to copy aspects of our products or to obtain and use information we regard as proprietary. In addition, the laws of some foreign countries do not protect proprietary rights as fully as do the laws of the United States. There can be no assurance that our means of protecting its proprietary rights in the United States or abroad will be adequate or that others will not independently develop similar or superior technology.

In a similar manner, the patents licensed from Penn State have not been guaranteed by the licensor, and there are no assurances or warranties given or implied that the technology described in the patents licensed is protected from other use or that these patents do

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not infringe on technology licensed by other parties. In addition, while we are the exclusive licensee of eight out of the nine patents we license from Penn State, other licensees under the remaining non-exclusive license may be able to compete with us. No assurances can be made that these technologies will not be superseded, circumvented or challenged.

We rely on licenses to use various technologies that are material to our business.

We have a licensing agreement with the Penn State granting us the right to use certain intellectual property contained in nine patents. The term of the licensing agreement continues until the end of the life of the last to expire patent. If we fail to make the payments under these licenses or if we lose or cannot maintain them on acceptable terms, it would cause us significant time and expense to redevelop our microwave furnaces and technologies for metal and ceramic powder sintering or halt our ability to market our products and technology, which would have a material adverse effect on our business, operating results and financial condition. Our rights to use these technologies and employ the inventions claimed in the licensed patents are subject to Penn State abiding by the terms of those licenses.

We license patent rights from third-party owners. If such owners do not properly maintain or enforce the patents underlying such licenses, our competitive position and business prospects will be harmed.

We are party to a number of licenses from Penn State that give us rights to third-party intellectual property that is necessary or useful for our business. We may also enter into additional licenses to third-party intellectual property in the future. Our success may in some instances depend on the ability of our licensor to obtain, maintain and enforce patent protection for its intellectual property because we do not control the prosecution of the patents to which we hold licenses, and we do not control the strategy for determining when any patents to which we hold licenses should be enforced. Instead, we rely upon our licensor to determine the appropriate strategy for prosecuting and enforcing those patents. For example, Penn State is responsible for filing, prosecuting and maintaining the patents and applications that we have licensed from it. Accordingly we are dependent on Penn State to prosecute the patent applications and maintain issued Penn State patents. In addition, Penn State may determine not to pursue litigation against other companies that are infringing these patents, or may pursue such litigation less aggressively than we would. Without protection for the intellectual property we license, other companies might be able to offer substantially identical products for sale, which could adversely affect our competitive business position and prospects.

We may expand by acquiring other companies, which may divert management’s attention, result in additional dilution to our shareholders, and consume resources that are necessary to operate and sustain our business.

Our business strategy may include acquiring complementary services, technologies or businesses, given sufficient capital and attractive prospects. We also may enter into relationships with other businesses to expand our product or service offerings or our ability to provide service in foreign jurisdictions, which could involve preferred or exclusive licenses, additional channels of distribution, discount pricing, investments in other companies, or other strategies. Negotiating these transactions can be time-consuming, difficult and expensive. Our ability to close these transactions may often be subject to approvals that are beyond our control. Consequently, these transactions, even if undertaken and announced, may not close. We have no ongoing negotiations or current agreements or commitments for any acquisitions or similar transactions.

An acquisition, investment or business relationship may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products, personnel or operations of

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the acquired companies, particularly if the key personnel of the acquired company choose not to work for us, the target’s technology is not easily adapted to work with ours, or we are unable to retain the customers of any acquired business due to changes in management or otherwise. Acquisitions may also disrupt our business, divert our resources, and require significant management attention that would otherwise be available for operation and development of our business. Moreover, the anticipated benefits of any acquisition, investment or business relationship may not be realized or we may be exposed to unknown liabilities. For one or more of those transactions, we may:

• issue additional equity securities that would dilute our stockholders;

• use cash that we may need in the future to operate our business;

• incur debt on terms unfavorable to us or that we are unable to repay;

• incur large charges or substantial liabilities;

• encounter difficulties retaining key employees of the acquired company or integrating diverse technology or business cultures; and/or

• become subject to adverse tax consequences, substantial depreciation, or deferred compensation charges.

Any of these risks could harm our business and operating results.

Risks Related to this Registration

We will use discretion in the application of the proceeds of this offering.

We intend to use a large portion of the net proceeds of this offering to fund working capital. If significantly less than the entire offering is sold, we will be forced to allocate the reduced proceeds in the discretion of management. Due to the number and variability of factors that we will analyze before we determine how to use such net proceeds, we will have broad discretion in allocating a significant portion of the net proceeds from this offering without any action or approval of our shareholders. Accordingly, investors will not have the opportunity to evaluate the economic, financial and other relevant information that we will consider in determining the application of such net proceeds.

There is a limited market for your shares and you may not be able to sell them.

We intend to apply for listing of our common stock on the AMEX. There can be no assurance that if such application is granted, that an active market will develop for our common stock on the AMEX. Additionally, there can be no assurance any broker will be interested in trading our stock. Therefore, it may be difficult to sell your shares of common stock if you desire or need to sell them. You may have no more liquidity in your shares of common stock even if we are successful in the future in registering with the SEC and listing on the AMEX.

There is no guarantee that our shares will be listed on the AMEX.

Prior to this offering, there has been no public market for our common stock. We intend to apply for listing of our common stock on the AMEX. As of the date of this prospectus, we believe that we satisfy the AMEX listing requirements and expect that our common stock will be listed on the AMEX. Our AMEX listing, however, is not guaranteed. There can be no assurance that such application will be granted or that an active market will develop for our common stock on the AMEX. Even after deposit of an amount equal to the Minimum Offering in the Escrow Account, if we do not receive confirmation from the AMEX that our shares satisfy such listing requirements, the offering will terminate and all funds will be returned to investors without interest. Even if such

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listing is approved, there can be no assurance any broker will be interested in trading our stock. Therefore, it may be difficult to sell your shares of common stock if you desire or need to sell them. You may have no more liquidity in your shares of common stock even if we are successful in the future in registering with the SEC and listing on the AMEX.

If we do not meet the American Stock Exchange requirements for continued listing, our common stock may be delisted and our securities may become illiquid.

The AMEX requires that listed companies satisfy various requirements for continued listing of their securities, including requirements relating to, among other things, corporate governance, shareholder approval and voting, minimum trading price and shareholders’ equity. If we fail to satisfy any of the requirements for continued listing of our securities on the AMEX, our securities may be delisted.

If our securities are delisted from the AMEX, they will likely be quoted in the over-the-counter market in the “pink sheets” or the OTC Bulletin Board. Consequently, an investor would find it more difficult to trade our securities. In addition, if our common stock is delisted from the AMEX, it will be subject to the rules relating to “penny stocks.” These rules require brokers who sell securities subject to such rules to persons other than established customers and “institutional accredited investors” to complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning the risks of trading in the securities. Application of the penny stock rules to our securities will adversely affect the market liquidity of our securities, which may adversely affect the ability of purchasers in this offering to resell our securities.

Coalitions of a few of our larger stockholders have sufficient voting power to make corporate governance decisions that could have a significant effect on us and the other stockholders.

Our officers, directors, principal stockholders (greater than five percent (5%) stockholders) together will control approximately 67.32% of our outstanding common stock on a fully diluted basis if the Minimum Offering is sold and 63.88% on a fully diluted basis if the Maximum Offering is sold. Our founders, Mssrs. Hines and Kirksey, will together control approximately 48.24% of our outstanding common stock on a fully diluted basis if the Minimum Offering is sold and 45.79% on a fully diluted basis if the Maximum Offering is sold. As a result, these stockholders, if they act together, will be able to exert a significant degree of influence over our management and affairs and over matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. In addition, this concentration of ownership may delay or prevent a change in our control and might affect the market price of our common stock, even when a change in control may be in the best interest of all stockholders. Furthermore, the interests of this concentration of ownership may not always coincide with our interests or the interests of other stockholders. Accordingly, these stockholders could cause us to enter into transactions or agreements that we would not otherwise consider.

Our common stock could trade at prices below the initial public offering price.

There has not been a public trading market for shares of our common stock prior to this offering. An active trading market may not develop or be sustained after this offering. The initial public offering price for the shares of common stock sold in this offering has been determined by negotiation between us and the Underwriter. This price may not be indicative of the price at which our common stock will trade after this offering, and our common stock could easily trade below the initial public offering price.

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The sale of substantial amounts of our common stock may have a depressive effect on the market price of the outstanding shares of our common stock, lower our value and make it more difficult for us to raise capital.

Of the 4,852,850 shares of our common stock outstanding at August 31, 2008, 4,156,850 are “restricted securities,” as that term is defined in Rule 144 promulgated under the Securities Act, and may be sold only in compliance with Rule 144, pursuant to registration under the Securities Act or pursuant to an exemption from such registration. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to registration of shares of common stock of present shareholders, may have a depressive effect upon the price of our common stock in any market that may develop. An excessive sale of our shares may result in a substantial decline in the price of our common stock and limit our ability to raise capital, even if our business is doing well. Furthermore, the sale of a significant amount of securities into the market could cause the value of our securities to decline in value. Of our shares of common stock outstanding, 876,000 were eligible for sale under Rule 144 as of August 31, 2008. Further, at August 31, 2008, we had outstanding warrants exercisable to purchase 1,626,860 shares of common stock and 51,500 outstanding options exercisable to purchase shares of common stock. If all such outstanding warrants and options were exercised, we would have a total of 6,451,950 shares of common stock outstanding.

Sales of substantial amounts of common stock by our stockholders under Rule 144 or otherwise, or even the potential for such sales, could have a depressive effect on the market price of the shares of our common stock and could impair our ability to raise capital through the sale of our equity securities. See “Description of Securities,” “Security Ownership of Certain Beneficial Owners and Management” and “Underwriting.”

Our stock price may be volatile, and you may be unable to sell your shares at or above the offering price.

The market price of our common stock could be subject to wide fluctuations in response to, among other things, the factors described in this “Risk Factors” section or otherwise, and other factors beyond our control, such as fluctuations in the valuations of companies perceived by investors to be comparable to us.

Furthermore, the stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rate changes or international currency fluctuations, may negatively affect the market price of our common stock.

In the past, many companies that have experienced volatility in the market price of their stock have become subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

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Our stock price is likely to be highly volatile because of several factors, including a limited public float.

The market price of our common stock is likely to be highly volatile because it will be a new issue and there may be a relatively thin trading market for our stock, which would cause trades of small blocks of stock to have a significant impact on our stock price. If this is the case, you may not be able to resell shares of our common stock following periods of volatility because of the market’s adverse reaction to volatility.

Other factors that could cause such volatility may include, among other things:

• actual or anticipated fluctuations in our operating results;

• the potential absence of securities analysts covering us and distributing research and recommendations about us;

• we may have a low trading volume for a number of reasons, including that a large amount of our stock is closely held;

• overall stock market fluctuations;

• announcements concerning our business or those of our competitors;

• our ability to raise capital when we require it, and to raise such capital on favorable terms;

• changes in financial estimates by securities analysts or our failure to perform as anticipated by the analysts;

• announcements of technological innovations;

• conditions or trends in the industry;

• litigation;

• changes in market valuations of other similar companies;

• future sales of common stock;

• departure of key personnel or failure to hire key personnel; and

• general market conditions.

Any of these factors could have a significant and adverse impact on the market price of our common stock. In addition, the stock market in general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock, regardless of our actual operating performance.

The possible issuance of common stock subject to options and warrants may dilute the interest of stockholders.

We adopted a 2008 Stock Option and Restricted Stock Plan under which we may grant awards to purchase 1,500,000 shares of our common stock, of which 51,500 options were issued as of August 31, 2008. In addition, we have 1,547,600 shares issuable upon exercise of warrants granted to third parties in connection with prior private placements of our equity securities as of August 31, 2008. To the extent that outstanding stock options and warrants are exercised, or additional securities are issued, 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 would, in all likelihood, be able to obtain any needed capital on terms more favorable to us than those provided in such outstanding options.

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We have additional securities available for issuance, which, if issued, could adversely affect the rights of the holders of our common stock.

Our Articles of Incorporation authorize the issuance of 50,000,000 shares of our common stock and 5,000,000 shares of preferred stock. The common stock and preferred stock, as well as the awards available for issuance under the 2008 Stock Option and Restricted Stock Plan, can be issued by our board of directors, without stockholder approval. Any future issuances of such stock would further dilute the percentage ownership of us held by public stockholders. Any preferred stock that is issued may rank ahead of our common stock in terms of dividends, liquidation rights and voting rights and could adversely affect the voting power and the rights of our holders of common stock. In addition, the issuance of the preferred stock may be used as an “anti-takeover” device without further action on the part of our stockholders, and may adversely affect the holders of the common stock.

We have never paid dividends and have no plans to in the future.

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. Therefore, any return investors in our common stock may have will be in the form of appreciation, if any, in the market value of their shares of common stock. See “Dividend Policy.”

We may experience difficulties in the future in complying with Section 404 of the Sarbanes-Oxley Act.

After we are a public company, we will be required to evaluate our internal controls under Section 404 of the Sarbanes-Oxley Act of 2002. We will be required to comply with the internal control requirements of Section 404 of the Sarbanes-Oxley Act. If we fail to maintain the adequacy of our internal controls, we could be subject to regulatory scrutiny, civil or criminal penalties and/or stockholder litigation. Any inability to provide reliable financial reports could harm our business. Section 404 of the Sarbanes-Oxley Act also requires that our independent registered public accounting firm report on management’s evaluation of our system of internal controls. Furthermore, any failure to implement required new or improved controls, or difficulties encountered in the implementation of adequate controls over our financial processes and reporting in the future, could harm our operating results or cause us to fail to meet our reporting obligations.

If we fail to maintain proper and effective internal controls in future periods, it could adversely affect our operating results, financial condition and our ability to run our business effectively and could cause investors to lose confidence in our financial reporting.

Shareholders purchasing shares in this offering will experience immediate and substantial dilution, causing their investment to immediately be worth less than their purchase price.

If you purchase common stock in this offering, you will experience an immediate and substantial dilution in the projected book value of the common stock from the price you pay in this initial offering. This means that if you buy stock in this offering at $6.00 per share, you will pay substantially more than our current shareholders. The following represents your dilution: (i) if the Minimum Offering is sold, you will have an immediate dilution of $5.16 per common share and an immediate increase in net tangible book value to our present shareholders from $(0.05) to $0.84 per share will occur, and (ii) if the Maximum Offering is sold, you will have an immediate dilution of $4.92 per common share and an immediate increase in book value to our new shareholders from $(0.05) to $1.08 per share will occur.

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We will sell broker-dealer warrants to our Underwriter in this offering.

We will sell to the Underwriter, as additional compensation, warrants (“Underwriter’s Warrants”) to purchase one Underwriter’s Warrant for every ten shares sold in the offering, which is 100,000 Underwriter’s Warrants if we sell the Minimum Offering and 133,333 Underwriter’s Warrants if we sell the Maximum Offering. The Underwriter’s Warrants may be exercised at any time commencing one year from the completion of the offering and continuing for four years thereafter to purchase shares of common stock at an exercise price equal to 120% of the offering price of the shares in this offering.

During the term of the Underwriter’s Warrants, their holders will have the opportunity to profit from an increase in the price of the shares. The existence of the Underwriter’s Warrants may adversely affect the market price of the shares if they become publicly traded and the terms on which we can obtain additional financing. The holders of the Underwriter’s Warrants can be expected to exercise them at a time when we would, in all likelihood, be able to obtain additional capital on terms more favorable than those contained in the Underwriter’s Warrants. See “Underwriting” and “Description of Securities.”

We provide indemnification of our officers and directors and we may have limited recourse against these individuals.

Our Articles of Incorporation and Bylaws contain broad indemnification and liability limiting provisions regarding our officers, directors and employees, including the limitation of liability for certain violations of fiduciary duties. Our shareholders therefore will have only limited recourse against these individuals.

Investors funds will be placed in escrow during the offering period and investors will not have use of their funds during the offering period.

The Underwriters are offering a minimum of 1,000,000 shares of common stock and a maximum of 1,333,334 shares of common stock on a best efforts basis. No commitment by anyone exists to purchase all or any part of the shares offered hereby. Consequently, there is no assurance that the shares being offered will be sold and subscriber’s funds may be escrowed for as long as ninety (90) days, or longer if the Underwriter extends the offering period, and then returned without interest if within such time an aggregate of $6,000,000 of funds are not received in the Escrow Account and the AMEX has not confirmed that the shares offered hereby will be listed on the AMEX. Investors will not have use of any funds paid for the shares during the offering period. See “Underwriting.”

The Underwriter will not make a market in our common stock and has limited experience in conducting public equity offerings.

We have retained Midtown Partners & Co., LLC to serve as the Underwriter in our initial public offering. While the principals of Midtown Partners & Co., LLC have extensive investment banking background and experiences, Midtown Partners & Co., LLC has not led or co-led any prior public offerings. The limited experience of Midtown Partners & Co., LLC may deter investors from investing, which could result in lower dispersion of shares and a less active trading market than could be achieved if we engaged a more experienced underwriter. In addition, Midtown Partners & Co., LLC will not make a market in our common stock after this offering is completed. This may result in lower demand for the shares after the offering.

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USE OF PROCEEDS

The net proceeds from the sale of the shares of common stock offered hereby are estimated to be approximately $5,190,000 if the Maximum Offering is sold and $6,950,000 if the Minimum Offering is sold. We intend to utilize the estimated net proceeds following the offering for the following purposes:

	Minimum Offering			Maximum Offering
	Amount		%	Amount		%
Gross Offering Proceeds (1)	$	6,000,000	100.0	$	8,000,000	100.0
Commissions (2)		480,000	8.0		640,000	8.0
Unaccountable Expense Allowance (3)		180,000	3.0		240,000	3.0
Offering Expenses (4)		150,000	2.5		170,000	2.1
Net Proceeds	$	5,190,000	86.5	$	6,950,000	86.9
Furniture and Fixtures, Equipment (5)		200,000	3.3		275,000	3.4
Marketing (6)		1,250,000	20.8		1,625,000	20.3
Microwave Furnaces (7)		275,000	4.6		600,000	7.5
Research and Development (8)		700,000	11.7		925,000	11.6
Repayment of Shareholder Loans (9)		500,000	8.3		500,000	6.3
Working Capital/Potential Acquisitions (10)		2,265,000	37.8		3,025,000	37.8
Net Cash Proceeds		5,190,000	86.5		6,950,000	86.9
Total Commissions, Unaccountable Expense Allowance, and Offering Expenses		810,000	13.5		1,050,000	13.1
Total Application of Gross Proceeds	$	6,000,000	100.0	$	8,000,000	100.0

(1) We are offering the first 1,000,000 shares on a “best efforts, all-or-none” basis and the remaining 333,334 shares on a “best efforts” basis. If more than the Minimum Offering, but less than the Maximum Offering is sold, the net proceeds will be applied among all of the categories, in our discretion.

(2) We are offering the shares through the Underwriter and will pay a commission of 8% per share sold, provided the Minimum Offering is sold. See “Underwriting.”

(3) We will pay the Underwriter an unaccountable expense allowance of 3% of the price of each share sold, provided the Minimum Offering is sold.

(4) We will pay the offering expenses, and we will then be reimbursed for such costs and expenses from the proceeds of the offering. The offering expenses include legal and accounting fees, blue sky fees, printing, postage and any general administrative expenses directly related to the offer and sale of the shares. See “Underwriting.”

(5) Represents estimated costs of the acquisition of furniture, computer systems, laboratory equipment, power upgrade, analytical and other equipment and fixtures for the production facilities, offices and related tenant improvements.

(6) Represents the estimated costs of website enhancement, public relations expenditures, tradeshow attendance, hiring sales personnel, preparation of sales materials to promote our products and for travel and related expenses.

(7) Represents the cost of the acquisition of one demonstration furnace in the case of the Minimum Offering and two demonstration furnaces in the case of the Maximum Offering.

(8) Represent research and development expenses for materials and contract testing.

(9) Represents repayment of amounts advanced to us by Mr. Hines. The loans are represented by non-interest bearing promissory notes in the principal amounts of $447,000, $63,600 and $55,000. All of such notes are due and payable on December 31, 2008. Of the total principal of $565,600 outstanding, $500,000 will be repaid with proceeds from this offering.

(10) Represents the estimated amounts which we will apply toward working capital to cover our expected operating deficits, rent, salaries and general and administrative expenses. We may also apply a portion of our working capital to additional marketing of our product and to strategic acquisitions that are complementary to our business. We have no active negotiations with any potential acquisition target. See “Underwriting.”

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The foregoing represents our best estimate of the allocations of the proceeds of this offering based on our present plans and business conditions. The amounts and timing of expenditures described in the table below for each purpose may vary significantly depending on numerous factors, including, without limitation, the progress of our marketing. There can be no assurances that unforeseen events or changes in business conditions will not result in the application of proceeds of this offering in a manner other than is described in this prospectus. Any such reallocation of the net proceeds of the offering would be substantially limited to the categories set forth above. We believe we will have sufficient working capital for 12 months if the Minimum Offering is sold and 18 months if the Maximum Offering is sold. Pending application, any unused working capital amounts will be invested in interest bearing savings accounts, certificates of deposit and money market accounts where there is appropriate safety of principal.

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DETERMINATION OF OFFERING PRICE

Prior to this offering, there has been no public market for our securities. The offering price of $6.00 per share was determined based on negotiations between the Underwriter and us. Factors considered in determining such price in addition to prevailing market conditions include an assessment of our future prospects. Such price does not have any relationship to any established criteria of value, such as book value or earnings per share. Such price is not indicative of the current market value of our assets. No valuation or appraisal has been prepared for our business. No assurance can be given that the shares can be resold at the public offering price.

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DILUTION

If you purchase common stock in this offering, you will experience an immediate and substantial dilution in the projected net tangible book value of the common stock from the price you pay in this initial offering. The net tangible book value of our common stock as of June 30, 2008 was $(247,662), or $(0.051) per share of common stock. Net tangible book value per share is equal to our total tangible assets, less total liabilities, divided by the number of shares of common stock outstanding.

After giving effect to our sale of common stock in this offering and the receipt and application of the estimated net proceeds (at an initial public offering price of $6.00 per share, after deducting estimated offering expenses), our projected net tangible book value as of June 30, 2008 would be $4,942,338, or $0.844 per share, if the Minimum Offering is sold, and $6,702,338, or $1.083 per share, if the Maximum Offering is sold.

This means that if you buy stock in this offering at $6.00 per share, you will pay substantially more than our current common shareholders paid for their shares. The following represents your dilution:

• If the Minimum Offering is sold, an immediate decrease in net tangible book value to our new shareholders from $6.00 to $0.84 per share and an immediate dilution to the new shareholders of $5.16 per share.

• If the Maximum Offering is sold, an immediate decrease in net tangible book value to our new shareholders from $6.00 to $1.08 per share and an immediate dilution to the new shareholders of $4.92 per share.

The following table illustrates this per share dilution, based on the net tangible book value and the undiluted number of common shares outstanding as of June 30, 2008:

	Minimum Offering			Maximum Offering
Offering price per share of common stock	$	6.00		$	6.00
Net tangible book value per share as of June 30, 2008		(0.05	)		(0.05	)
Net tangible book value per share after this offering		0.84			1.08
Increase attributable to sale of shares to new investors in this offering		0.89			1.13
Projected net tangible book value per share after this offering		0.84			1.08
Dilution per share to new investors	$	5.16		$	4.92
Percentage dilution per share to new investors		86	%		82	%

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DESCRIPTION OF BUSINESS

Introduction

We are a development stage company that plans to develop, market and distribute industrial microwave technology for the sintering of powdered metals and advanced ceramic powders in the United States and Canada. We will deliver technology to domestic markets through the sale of high-temperature, industrial microwave furnaces and the sublicense of certain intellectual property associated with the microwave sintering of such materials. Sintering is the binding without melting, at a microscopic level, of small particles of metal or ceramics and is frequently used for the production of industrial parts or components.

We plan to derive our future revenue from several sources: (i) sale of industrial microwave furnaces that we purchase from Syno-Therm for high-temperature microwave processing of powdered metals and ceramics; (ii) fixed annual sublicense royalties we will receive from our customers from the sublicense of technology associated with the microwave sintering of powdered metals and advanced ceramics; and (iii) royalties on sales of imported of microwave sintered parts produced off-shore by third parties and sold in the U.S. under our sublicenses. Given sufficient capital and attractive prospects, we also intend to explore marketing our technology to the water treatment and mining equipment industries. To date, we have derived nominal revenue from the sale of one furnace.

After investigation of various materials technologies, in the spring of 2006 we licensed an industrial microwave intellectual property portfolio of nine patents from Penn State. Our licenses from Penn State are associated with the microwave processing of powdered metal and advanced ceramics, as well as other materials. We obtained exclusive licenses for eight U.S. patents, and a non-exclusive license for one additional U.S. patent, covering advances in material science, including the manufacture of industrial microwave furnaces, microwave processing of powdered metal and specialized microwave processing of advanced ceramic powders. We intend to pursue our target markets by sub-licensing the proprietary processes covered by the patents and selling microwave furnaces and equipment under our distribution agreement with Syno-Therm. These licenses are based on paying license issue fees through 2008 and a minimum royalty at escalating levels through the remaining life of the license. If the payment schedules are met, the license is non-cancellable for the life of the patents. See “License Agreement” for additional information regarding the terms of our license agreement with Penn State.

In 2007 we entered into a Sales Agency Agreement with Syno-Therm. We are the exclusive distributor for Syno-Therm microwave furnaces in North and South America. We believe that these high-temperature systems have significant technical advantages over low-temperature microwave equipment and allow for processing either batch or continuance flow material. Our agreement with Syno-Therm, which expires in 2010, is not cancellable if minimum purchases are made. Under the Sales Agency Agreement, Syno-Therm may not sell any equipment in North and South America during its term except through us, and we may not sell Syno-Therm equipment in Asia or any of Syno-Therm’s other protected areas. However, we may choose to sell microwave furnaces from other manufacturers if it is to our advantage to do so. See “Microwave Furnaces—Sales Agency Agreement” for additional information with respect to our agreement with Syno-Therm.

We believe that our technology has applications in the domestic powdered metal component production industry, where current production methodologies involve the use of gas or electric furnaces with relatively high energy consumption and slow cycle times. Based upon our research, we believe that microwave sintering of powdered metal and metal composites yields components with greater durability, at less than 20% of the energy consumption and with up to a 90% reduction in cycle time. Differences in hardness, density, and other characteristics, are apparent between conventionally produced powdered metal parts and microwave produced

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powdered metal parts, enabling test methods that clearly differentiate microwave sintered components. Utilizing the licensed microwave technology, we also plan to engage in product development to create other products through our research effort in conjunction with Penn State and Arizona State University. Source: Rustum Roy and D.K. Agrawal, Microwave Processing and Engineering Center, Pennsylvania State University, “Revolutionizing Chemistry and Materials Synthesis Using Microwave E/H Fields,” December 2005; Dinesh Agrawal and Motayasu Sato, Pennsylvania State University and National Institute of Fusion Science Japan, “Microwave Processing, Commercialization, and Energy Savings,” presentation at the National Academy of Engineering Regional Meeting at Pennsylvania State University, June 15–16, 2006; D. Agrawal, Materials Research Lab, Pennsylvania State University, “Microwave Sintering of Metallic Materials,” Proceedings of 2000 Powder Metallurgy World Congress, Kyoto, Japan, November 2000.

History. We were founded in 2004 as an Arizona corporation to focus on commercialization of various aspects of materials science. We initially conducted research and product development for a novel method of producing high-purity metal oxides. That research generated new technology, a U.S. patent and progress in the development of commercial production methods and products. The patent that we own covers a methodology of production of certain ceramic powders, which may be complementary to our business in the future. As our research and development continued to evolve in 2006, we focused on the sale of microwave furnaces for high-temperature microwave processing for powdered metals and ceramics. In July 2008, we transferred the domicile of our corporation from Arizona to Nevada.

Business Strategy

The three core elements of our business strategy are:

• Industry-wide promotion of the technologies where supply and demand factors create strong profit margins;

• Protection of those technologies through proprietary or exclusively licensed patents and trademarks; and

• Development of new materials technologies that can be applied near-term.

Microwave Furnaces

A vital part of our microwave technology package are suitable furnaces for high temperature applications. Syno-Therm, our supplier, has considerable experience in producing microwave furnaces for a variety of high temperature uses, and builds models for the sintering of powder metals and ceramics and chemical synthesis. These microwave furnaces have computer controls and other advanced features and operate at temperatures of up to 1700° centigrade. These furnaces range from small laboratory models for experimental and analytical use through large custom multi-stage versions for continuous production of sintered metal powder parts, or large vacuum based furnaces for sensitive materials. The furnaces will be priced from approximately $40,000 for the smallest semi-standard laboratory models to over $500,000 for the largest continuous systems. Microwave furnaces are often simpler in design and construction than similar capacity conventional furnaces, allowing for lower manufacturing costs, and construction in as little as sixty days for some models.

Other important parts of our microwave technology package include sublicenses of our licensed technology from Penn State and service and support of the microwave furnaces we have sold. We will charge annual sublicenses based on a percentage of the value of the output from the licensed microwave furnace, which will vary widely between applications. We plan to provide the technical and engineering support for installation and set-up. We intend to stock spare parts sufficient to provide a reserve for domestic replacements, but will draw the majority of spares from the furnace producers.

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Sales Agency Agreement. We are party to a Sales Agency Agreement with Syno-Therm, effective as of December 15, 2007, which grants us the exclusive right to sell microwave furnaces and relevant devices in North and South America. The Agreement is for a three-year term, and may be terminated by Syno-Therm if we fail to purchase furnaces totaling over $300,000 in the first year of the Agreement, over $400,000 in the second year, and over $500,000 in the third year.

License Agreement

The second component of our microwave technology package is the intellectual property to produce powdered metal parts using the microwave furnace that we will sublicense to our customers. Without this sublicense a customer would not be able to utilize the microwave furnace to produce powdered metal parts or components. Penn State has licensed us its intellectual property under a License Agreement, dated July 20, 2006. The License Agreement grants us: (i) an exclusive right and license to, with the right to sublicense, the rights existing in eight patents and (ii) a nonexclusive right and license to, with the right to sublicense, the rights existing in one patent, to make and sell any process or product that is covered by at least one unexpired claim of such patent rights (the “Licensed Product”). Penn State retains for itself and for Penn State University the rights to practice under the patent rights for their own research and educational purposes.

In consideration for the licenses, we pay Penn State $25,000 in fees, plus a running royalty of 3% of revenue derived from the sale of a Licensed Product or from any fee collected by us where a Licensed Product is provided by our sub-licensee, plus royalties for all sublicensing revenue. We must pay a minimum of $25,000 in 2009, $50,000 in each of 2010, 2011, and 2012, $100,000 in each of 2013 through 2016, and $250,000 for each year thereafter for the remainder of the term, which continues until the end of the life of the last to expire patent, unless we terminate the License Agreement earlier, regardless of the total royalties we have collected in relation to sales of the Licensed Product. If we fail to make such payments, Penn State may terminate the License Agreement. The last patent expires in July 2021.

Advantages of Microwave Sintering for Powdered Metals and Advanced Ceramics

The powdered metal and ceramic industries use huge amounts of heat energy to sinter, or bind without melting, at a microscopic level, small particles of metal or ceramics. While sintering or firing of ceramics has been done for years, sintering of powdered metal is a more recent innovation that has been widely adopted in the production of industrial parts. In a typical sintering process, powdered metal, such as steel, copper and aluminum, is combined with a binder, pressed into a rough shape, treated at a temperature high enough to attach the powder grains to each other, cooled and, if required, finished.

We believe that there are several significant problems in the powdered metal component industry we can address. These include a dimensional variation in many parts; failure of parts to reach maximum density; inability to create certain desired sizes and shapes; and long, costly and energy-intensive process times. Because of these factors, we have concluded that the powdered metals component industry had difficulty meeting certain requirements or specifications of customers and therefore has not penetrated some high-value markets.

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Based on published studies, we believe that the microwave sintering of powdered metal components, when compared with conventional sintering, has the following advantages:

• Greater durability;

• Greater density and hardness;

• Less post-sintering finishing;

• Lower shrinkage rate, closer to the desired “net shape”;

• Less raw material waste;

• Reduced energy consumption; and

• Faster throughput (based on management’s estimates of shorter processing time).

An advantage of microwave heating is that the entire part couples in the energy field, directly absorbing energy throughout the volume. Conventional gas or electric furnaces may require as much as thirty hours of total heating time for certain materials. The Materials Research Institute at Pennsylvania State University and the National Fusion Institute in Japan estimate the savings in using microwave furnaces for sintering may be as much as 50% in energy costs and 25% in time, depending on the application. These advantages are made possible by the heating characteristics of the microwave sintering process: parts are internally heated by microwave stimulation rather than by being subjected to external convective or radiant heat. Energy is used only to process parts, not to heat the furnace. Microwave heating is much faster, resulting in smaller spaces between metal particles, greater density and hardness, as well as improved dimensional stability, which in many cases eliminates post-sintering finishing steps. This shortens processing time, increases throughput, and reduces manpower needs, maintenance costs and capital expenditures. We believe that this combination of effects will result in substantial cost savings.

Despite the advantages of our microwave sintering process, manufacturers in these markets traditionally have substantial capital investments in their plant and equipment, including in their furnaces. Accordingly, we expect that selling our technology in this market will be subject to budget constraints and resistance to change of long-established production techniques and processes, which could adversely affect the size and timing of our sales. Even if we convince our prospective customers of the efficacy of our technology, they may not have the necessary funds to purchase it. 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. There can be no assurance that we will be successful in our efforts to market our products or to develop markets in the manner we contemplate.

Microwave processing of ceramics is in limited use in the U.S. The microwave furnaces being used are low-temperature, very expensive and, in our view, ill-suited to process advanced ceramics, such as nitrides. Until now, management believes that the more rapid adoption of microwave processing in China and Japan has given producers there a distinct advantage over U.S. powdered metal and ceramic processors.

Application of Microwave Processing to Wastewater and Mining

Given sufficient capital and other resources, we plan to explore the marketing of our microwave furnaces and sublicenses to the wastewater treatment and mining industries. In wastewater treatment, current processes are dependent upon the contaminant, location, end use of the flow and many other factors. Based on published research, we believe that microwave technology, acting with chemical reagents and organic compounds, such as trichloroethylene and naphthalene, is more efficient, removing contaminants much faster than is otherwise possible. We may consider the production and marketing of ready-to-use waste water treatment systems, where pumps, filters and/or screens and piping will be added to the microwave unit so that the buyer has a turnkey product. We are also in the process of negotiating additional licenses from a foreign company for wastewater treatment through microwave and its applications.

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In metals mining, many current production processes demand that ore be broken and ground, a process known as comminution, into particles as fine as beach sand prior to chemical leaching. Our preliminary sample tests have shown that microwaving the rough mined ore prior to fine grinding makes the ore considerably easier to grind and may also make the metal available without further chemical processes. Published test results have shown that energy use in comminution, which accounts for up to 50% of the metal recovery cost, can be reduced by up to two-thirds using microwave.

Market and Industry Overview

Powdered Metal Industry. According to Global Industry Analysts, Inc., an international business research company, sales in the North American powdered metal component industry were valued at $5.6 billion in 2006, which does not include the value of powdered metal components used as OEM parts in imported equipment. Further, it forecasts annual growth of up to 2% through 2010. The Metal Powders Industry Federation estimates that tooling and equipment sold annually to approximately 300 companies in the powdered metal industry totals about $300 million.

Advanced Ceramics Industry. According to the Supplier Relations US, LLC, advanced ceramics industry in the U.S. consists of over 200 producers, with demand of over $10.8 billion in 2007, and a forecasted annual growth rate of demand of over 6% expected through 2010, according to Global Industry Analysts, Inc. This includes sales of high-purity ceramic components for industrial use, but does not include more common ceramics such as dinnerware. Advanced ceramic powders used in these components are valued at approximately $2 billion annually and furnaces and accessories sold into this market are valued at approximately $250 million annually.

Wastewater Treatment Industry. The market for non-chemical water treatment in the U.S. was roughly $1.8 billion in 2007, with an annual growth rate of over 9% expected through 2010, according to Global Industry Analysts, Inc. Technologies in this industry include UV treatment, filtration, sedimentation and thermal processes. We believe that continued emphasis on pollution control and efficiency will support the growth rate for non-chemical waste water treatment.

Mining Equipment Industry. The Freedonia Group, an international business research company, estimates that the North American mining equipment industry generated annual revenues of $4.6 billion in 2006, with $695 million devoted to crushing, pulverizing and screening equipment. It forecasts annual growth of North American mining industry revenues at over 5% through 2011.

Sales and Marketing

We plan to market to the broad category of our customers within our targeted industries, although we believe that the customer with a high-value product (versus a commodity-type product) will be more likely to purchase our products, because it should have more flexibility in its cost structure to accommodate new equipment and more demanding product specifications which may be harder to achieve with conventional processes. We have made only limited marketing efforts to date and had one customer in 2007.

Powdered Metal. Initially, we intend to pursue customers in high-margin areas of powdered metal processing, such as medical instruments, turbine blades and aircraft engine parts. Harder, higher density parts produced via microwave may also take market share from other processing techniques, such as forging or casting that current powdered metal processes can not displace. As awareness of the value of microwave technology in the powder metal industry grows, and as energy costs increase, penetration of lower-margin industry segments may follow.

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We plan to launch a public relations and marketing campaign targeting the powdered metal industry, designed to generate industry and national media coverage. Releases will include information on industry-wide energy savings through microwave, enhanced product quality through microwave, and informational releases about our projects and products.

We plan to advertise our products in industry publications, providing exposure to technical buyers and process engineers who make purchase decisions on sintering systems. We plan to participate in industry tradeshows, the Microwave Processing Consortium, direct mail to powdered metal producers, and other marketing venues. We intend to encourage potential customers to submit designs for sampling, and if possible, to visit laboratory production facilities at Arizona State University and Penn State, where we will have the ability to perform development work and process samples for customers.

We expect to distribute our microwave systems through select manufacturer’s representatives in the powder metal equipment industry. We will select representatives based on their past success and their focus on capital goods for the powder metal industry. We also plan to have an internal direct sales and customer service department to support our sales representatives.

Advanced Ceramics. We plan to market to the advanced ceramics industry in a similar manner to the powdered metal industry, with the following important differences:

• We do not expect that a sublicense will be necessary for certain applications. In specific instances where the customer wishes to produce components covered by the licensed intellectual property, both the price and sublicense terms will be similar to those used in the powdered metal industry;

• Public relations, advertising and other promotional campaigns will target the ceramics industry; and

• We plan to commence an active campaign into ceramics after the powdered metal marketing program is well underway.

Wastewater Treatment Industry. If we pursue this industry, we expect the initial market segment will be the discharge from pharmaceutical and electronics streams, because microwave has a strong advantage in the breakdown of cyclic compounds generated by these industries. Additional target segments could include processing and petroleum processing, which may be added as research and market analyses dictate.

Mining Equipment Industry. If we pursue the mining industry, we will focus on enhanced ore grinding, or comminution, that can be readily mated to industry standard conveyor/material handling systems. Due to its Arizona location, and the suitability of its ores to microwave processing, we will initially target the Arizona copper industry, with other locations and metallic ores to follow.

Research and Development

Development work on the use of microwaves for high-temperature industrial processing continues to take place at the Microwave Processing and Engineering Center at Penn State University under the direction of Dr. Dinesh Agrawal. As a full member of the Microwave Processing Consortium at the University, we have, in association with the other full members, rights of first refusal to any intellectual property developed with Consortium funding.

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If various governmental agencies, including the Department of Defense and the National Science Foundation, make requests for proposals on projects appropriate for us, we plan to apply for grants to support product development and applications for our technology package. There can be no assurance that such grant proposals will be forthcoming or that we will obtain any grants.

During 2007 and 2006, we spent $154,384 and $163,717, respectively, and through June 30, 2008 and June 30, 2007, we spent $73,490 and $65,294, respectively, on research and development. These expenditures were primarily for materials and equipment used in process development activities. In choosing to license technology, rather than develop marketable technology internally, we have minimized our research and development expenditures. As part of our sales and marketing programs, we will process certain materials for existing or potential clients in our demonstration microwave system, which will entail some expense to us. However, if we are processing materials for current or potential customers that are proprietary, involve development of new processes, or involve substantial amounts of machine or employee time, we will require the customer to pay for such activities.

Competition

There are numerous other companies, including Centorr Vacuum Industries, C.I. Hayes, Harper International, Ipsen, Inc., Nabertherm LLC and ThermalTek, that are engaged in the business of manufacturing and marketing conventional electric or gas high temperature sintering and thermal process furnaces. In addition, there are other companies working to introduce microwave or combination microwave conventional furnaces in the United States, such as Carbolite, Muegge and Linn High Therm. All of these companies have substantially greater resources than we do and enjoy well established production facilities and processes, market presence, distribution networks and market share. It is likely that any or all of these other companies are in the process of, and have allocated substantially more resources than we have to, developing their own products that are or would be competitive with our products.

We are not aware of any direct U.S. competition in the powdered metal microwave furnace segment; however, there are approximately thirty producers of custom conventional furnaces. Dana Corporation developed technology to sinter powdered metal in a combination microwave/plasma apparatus, but sold this technology to a firm that we believe has no significant presence in the powdered metal industry. Competition in the high-temperature microwave furnace market for ceramics includes Linn (imported from Europe), Cober and CPI (small scale furnaces). We expect that competition will be based upon price differential at the start of our marketing campaign, with increased differentiation based on quality in later years.

Sources and availability of raw materials and principal suppliers

We intend to sell only equipment manufactured by Syno-Therm. We plan to actively search for other sources of high temperature microwave equipment to insure that we can offer our customers the most cost-effective and efficient equipment available in the market. We are unaware of any industrial process high temperature microwave equipment being built in North America that can currently meet such standards, and therefore will continue to import equipment for the foreseeable future. Increase in material costs used in the manufacture of high temperature microwave equipment may affect the price of our goods, but because these are generally the same materials used in the construction of all other high temperature furnaces, such increases should not harm our competitive position. We expect that the lead times from order to shipment of equipment will be from 60 to 90 days, which appear standard in the industry. We are not aware of scarcity of any component that might cause delays or cancellations, and all materials appear to be in good supply with the manufacturer.

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Sales, marketing and distribution methods

Distribution of our equipment will be through a combination of ocean freight and common carrier through a West Coast port. The equipment will be delivered directly to the customer, with our personnel installing the equipment in concert with customer personnel. We estimate that our distribution times, including customs clearance and installation, should average 45 days, although we have no significant experience in this regard. We plan to carry sufficient insurance on freight to cover any costs associated with loss of cargo or damage in the event of any mishap. Distribution of customer samples and custom process orders is through parcel service or common carrier, depending upon weight.

Our sales efforts require the effective demonstration of the benefits, value, differentiation and validation of our products and services, and training of personnel and departments within a potential customer organization. Accordingly, we expect that the sales cycles for our microwave furnaces and services will be lengthy and unpredictable. The process will begin with the identification of potential customers in selected markets. If the customer is interested, the customer may send samples to us for initial analysis and testing. We would then test run the product through our microwave furnace. If we are able to demonstrate the efficacy of our technology on the application sample to the customer, it may then perform extended durability and other testing. In most cases, we are unable to exert any control or influence over such testing. Upon conclusion of the customer testing, we may be able to determine whether the customer will place an order with us or not. We expect that the customer will need to adapt its product to work with our processes. We expect that the customer’s resistance to change, costs, access to capital and payback on investment will be factors in its decision to adopt and utilize our technology.

We may also be required to negotiate agreements containing terms unique to each prospective customer, which may further lengthen the sales cycle. Furthermore, the capital spending policies of potential customers may have a significant effect on the timing of demand for our products. These policies are based on a wide variety of factors outside of our control, including the requirements of government grants, the resources available for purchasing research equipment and services, the spending priorities among various types of equipment and services and the policies regarding capital expenditures during recessionary periods, all of which can lengthen the sales cycles for our products and services. As a result, we may expend substantial funds and management effort in connection with our sales efforts with no assurance that we will sell our products or services. These lengthy sales cycles may cause revenue and operating results to vary significantly from period to period.

Intellectual Property

In addition to the patents that we have licensed from Penn State, the last of which expires 2021, we also own a patent on technology we developed that covers a methodology of production of certain ceramic powders. This patent will expire in 2024. We have also applied for trademark coverage of several names for products deriving from the intellectual property. We are not pursuing commercialization of this technology at this point.

Governmental Regulation

Effect of existing or probable governmental regulations on the business

We do not know of any current or impending governmental regulations that will impact our business significantly. Any upward changes in tariffs or duties on the type of goods that we import would cause an immediate cost impact, but we plan to pass such cost on to our customers, to the extent feasible under the circumstances.

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Compliance with environmental laws

We are not aware of any issues with compliance with federal, state or local environmental laws regarding our products. Any emissions by our equipment will be a function of the materials processed in them, and as such, will be the responsibility of the operator of the equipment. Our equipment is likely to produce no more, and may produce less, harmful emissions than conventional equipment. In any case, we would expect those emissions to be minimal. Certain materials that are sintered in both microwave and conventional equipment may be considered mildly toxic (i.e. the material is listed in the Toxic Substance Control Act inventory), but any exposure will take place during preparation of the materials, and will be reduced to negligible levels by the consolidation during sintering. We will rely on our customers to have the appropriate compliance mechanisms in place, which should be identical with those in place for conventional processing.

When we perform research and development or custom processing activities in our facility, the only emissions possible are gaseous compounds, typically hydrocarbons, from the heating of the binders used to keep the powders cohesive during the heating process. The scale with which these are currently emitted is negligible; in the future, we may need to install an exhaust gas scrubber, at a likely cost of less than $5,000, to comply with any Arizona or Maricopa County Department of Environmental Quality regulations.

Insurance Coverage

We believe we have adequate product liability insurance. Our product liability insurance coverage per occurrence is $1,000,000 with a $2,000,000 aggregate for our general business liability coverage, with an additional $1,000,000 per occurrence. Our excess or umbrella liability coverage per occurrence is $1,000,000, with an aggregate of $1,000,000.

Employees

We had five contract consultants at August 31, 2008, three of whom will become employees of the Company at October 1, 2008.

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DESCRIPTION OF PROPERTY

Our office and production and research and development facility consists of approximately 4,000 square feet and is located at 4708 East Van Buren Street, Phoenix, Arizona. The portion of the building leased to us also includes an 800 square foot enclosed yard. The lease will terminate on November 14, 2008, and may be renewed for additional periods. Monthly rent under this lease is $2,000. We lease these premises from an affiliate of Mr.  Hines, our president and one of our principal shareholders.

LEGAL PROCEEDINGS

We are not involved in any pending litigation, legal proceedings or claims.

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MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND

RELATED STOCKHOLDER MATTERS

Our common stock has not been publicly quoted prior to the date of this prospectus. There can be no assurance that a market for our common stock will develop. We intend to list our common stock for trading on the AMEX or other public market after the registration statement, of which this prospectus is a part, becomes effective.

Holders of Common Stock

We had approximately 65 shareholders of record of our common stock as of August 31, 2008.

Dividend Policy

To date, we have not declared or paid cash dividends on our shares of common stock. The holders of the shares of common stock purchased pursuant to this prospectus will be entitled to non-cumulative dividends on the shares of common stock, when and as declared by our board of directors, in its discretion. We intend to retain all future earnings, if any, for our business and do not anticipate paying cash dividends in the foreseeable future.

Any future determination to pay cash dividends will be at the discretion of our board of directors and will be conditions and such other factors as our board of directors may deem relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

Our board of directors adopted the 2008 Stock Option and Restricted Stock Plan (the “Plan”) and our shareholders approved the Plan on June 3, 2008. The Plan authorizes us to issue 1,500,000 shares of our common stock for issuance upon exercise of options and grant of restricted stock awards. We have issued 51,500 options under the Plan as of August 31, 2008.

The Plan authorizes us to grant (i) 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) 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.

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 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 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 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.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our Financial Statements and notes thereto appearing elsewhere in this prospectus. The following discussion contains forward-looking statements, including, but not limited to, statements concerning our plans, anticipated expenditures, the need for additional capital and other events and circumstances described in terms of our expectations and intentions. You are urged to review the information set forth under the captions for factors that may cause actual events or results to differ materially from those discussed below.

Overview

We were formed in February 2004. Our corporate offices are located at 4708 East Van Buren Street, Phoenix, Arizona 85008, and our telephone number is (602) 218-9292.

Since our inception in 2004, we have been a development stage company, with activities to date focused on organizational activities, research and development, and creation of a business plan and strategies. In 2007 we commenced limited commercial operations with our first sale of product.

For the Years Ended December 31, 2007 and 2006

Results From Operations

Revenues. Our revenues from operations for the years ended December 31, 2007 and 2006 were $104,764 and $0, respectively, as we transitioned from a development stage company to limited commercial operations and first sale of product in 2007. The revenue recorded in 2007 was from the sale of a single microwave furnace to a large industrial user, and includes revenue from the furnace sales, as well as amounts for freight, duty and customs clearance, and installation of the microwave furnace.

Cost of Sales. Cost of sales on units sold for the years ended December 31, 2007 and 2006 were $83,452 and $0, respectively, due to the first sale of product in 2007. Cost of sales recorded in 2007 includes the cost of the furnace, freight, duty and customs clearance, and installation.

Gross Profit. Gross profit for the years ended December 31, 2007 and 2006 was $21,312 and $0, respectively, due to the commencement of limited commercial operations and first sale of product in 2007. Gross profit was 20.3% in 2007. An outside contractor was used in the installation of the equipment; future installations will not require this contractor because our personnel are now familiar with the installation process. We expect that the use of our personnel rather than contractors should reduce installation costs, a component of total cost of goods, and thereby increase gross profit.

Operating Expenses

Research and Development Expenses. Research and development costs, including consulting research expenses, for the years ended December 31, 2007 and 2006 were $154,384 and $163,717, respectively, a decrease of $9,333 (-5.7%) related to the completion of certain research activities. These activities include purchase of materials, analytical services and consultant’s time in developing an internal knowledge base for support and in determining materials and techniques most appropriate for potential customer’s thermal processing needs.

Selling, General and Administrative Expenses. Selling, general and administrative costs for the years ended December 31, 2007 and 2006 were $463,830 and $372,563, respectively, an increase of $91,267 (24.5%) due to the commencement of limited commercial operations and first sale of product in 2007. The $463,830 of selling, general and administrative costs for the year ended December 31, 2007 consists of management consulting services expenses of $178,960, general and administrative expenses of

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$159,663, rent expense of $24,000, and depreciation and amortization expense of $101,207 and the $372,563 for the year ended December 31, 2006 consists of management consulting services expenses of $170,000, general and administrative expenses of $99,470, rent expense of $24,000, and depreciation and amortization expense of $79,093. Increases in selling expenses in 2007 over 2006 include an increase of $35,738 as we expanded our sales and marketing efforts, including trade show attendance, the development of sales materials and limited advertising in industry specific journals. Increases in general and administrative expenses include (i) approximately $8,960 in management consulting fees as management used various consultants to develop projects; (ii) an increase of $12,799 over 2006 as additional accounting and legal fees were incurred in corporate development and (iii) $22,115 in additional amortization and depreciation expense generated by amortizing the Penn State patent license amounts over a full year versus the partial year in 2006.

Interest Expense

Interest expense was $1,437 and $1,280 for the years ended December 31, 2007 and 2006, respectively, an increase of $157 (12.3%), as we utilized commercial credit to purchase research and development materials.

Operating Loss

Due to limited sales to date, operating losses were ($598,339) and ($537,560) for the years ended December 31, 2007 and 2006, respectively, an increase of $60,779 (11.3%).

Interest and Other Income

Interest income for the years ended December 31, 2007 and 2006 was $4,744 and $0, respectively, due to the sublease of office space to a related party. See “Related Party Transactions.”

Income Tax Provision

There is no provision for taxes for either period because we were a development stage company in such periods, with limited revenues in 2007, and have incurred substantial losses since our inception. No tax benefit is recorded due to the uncertainty of future profitable operations to be able to utilize such tax benefits.

Net Loss. As a result of the above, for the years ended December 31, 2007 and 2006, we recorded a net loss of ($593,595) and ($537,560), respectively, an increase of $56,035 (10.4%).

Basic and Diluted Loss per Share. The basic and diluted loss per share was ($0.23) per share, based on a weighted average number of shares of 2,543,870, for the year ended December 31, 2007, and ($0.23) per share, based on a weighted average number of shares of 2,297,877, for the year ended December 31, 2006, for the reasons previously noted.

For the Six Months Ended June 30, 2008 and 2007

Results From Operations

Revenues. Our revenues from operations for the six months ended June 30, 2008 and 2007 were $0 and $104,764, respectively, as we transitioned from a development stage company to limited commercial operations and first sale of product in the first quarter of 2007. During the first half of 2008, we had no revenue because we sold no furnaces. The revenue recorded in 2007 was from the sale of a single microwave furnace to a large industrial user. The revenue for June 30, 2007 includes the full price of the equipment plus all amounts for freight, duty and installation.

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Cost of Sales. Cost of sales on units sold for the six months ended June 30, 2008 and 2007 was $0 and $82,542, respectively, because we sold no furnaces in the first half of 2008 and had one sale in such period in 2007.

Gross Profit. Gross profit for the six months ended June 30, 2008 and 2007 was $0 and 22,222, respectively. During the first half of 2008, we had no revenue from sales of equipment. Gross margin was 21.2% in 2007. We used an outside contractor in the installation of the equipment, but believe we will be able to make future installations with our own personnel because we are now familiar with the installation process. We believe this will improve our gross profit on future sales.

Operating Expenses

Research and Development Expenses. Research and development costs, including consulting research expenses, for the six months ended June 30, 2008 and 2007 were 73,490 and $65,294, respectively, an increase of $8,196 (12.6%). These related to the expansion of certain research activities, including trial process development for potential customers.

Selling, General and Administrative Expenses. Selling, general and administrative, including depreciation, costs for the six months ended June 30, 2008 and 2007 were $377,319 and $232,480, respectively, an increase of $144,839 (62.3%) due to the expansion of limited commercial operations subsequent to the first sale of product in 2007. Increases in general and administrative expenses in 2008 are due principally to (i) approximately 107,064 in management consulting fees as management used various consultants to develop projects in 2008; and (ii) an increase of $29,024 in travel expenses, market research expense and the payroll tax expense associated with increased management consulting fees over the first half of 2007 .

Interest Expense

Interest expense was $717 and $618 for the six months ended June 30, 2008 and 2007, respectively, an increase of $99 (16.0%), as we utilized a Company credit card to purchase research and development materials.

Operating Loss

For the reasons previously stated, operating losses were (451,526) and ($276,170) for the six months ended June 30, 2008 and 2007, respectively, an increase of $175,366 (63.4%).

Interest and Other Income

Interest income for the six months ended June 30, 2008 and 2007 were $63 and $10, respectively.

Income Tax Provision

There is no provision for taxes for either period because we were a development stage company in such periods, with limited revenues in 2007, and have incurred substantial losses since our inception. No tax benefit is recorded due to the uncertainty of future profitable operations to be able to utilize such tax benefits.

Net Loss. As a result of the above, for the six months ended June 30, 2008 and 2007, we recorded net loss of ($451,463) and ($276,170), respectively, an increase of $175,293 (63.5%).

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Basic and Diluted Loss per Share. The basic and diluted loss per share was $(0.11) per share for the six months ended June 30, 2008, based on weighted average shares of 4,186,842, and $(0.11) per share for the six months ended June 30, 2007, based on weighted average shares of 2,412,403, for the reasons previously noted.

Liquidity and Capital Resources

We have provided for our cash requirements to date through private placements of our equity securities and from loans made by a principal shareholder. From 2005 to 2006, we sold units comprised of one share of Series A Convertible Preferred Stock and one common stock purchase warrant in a private placement, resulting in a net of $993,013. From 2006 through July, 2008 we sold units composed of one share of common stock and one common stock purchase warrant in a private placement in which we raised a net of $1,319,799. As of June 30, 2008, we had working capital of $290,150. At June 30, 2008, we had long-term debt of $565,600, of which $500,000 will be repaid from the proceeds of the offering, and notes payable of $62,000, all due to our President. In June, 2008, we sold 425,000 restricted shares of our common stock at a price of $1.00 to individual investors, resulting in gross proceeds of $425,000.

Based on expected operating results, we anticipate that we will require a minimum of approximately $5,000,000 to fund our operations over the next twelve months. If we raise the Maximum Offering, we believe we will have enough capital to fund our operations for the next eighteen months. If the implementation of our business plan requires additional capital beyond the offering proceeds, we will need to raise additional working capital through additional offerings of debt or equity. Such additional equity offerings would reduce the percentage ownership of current stockholders.

There can be no assurance that we will be able to raise the capital we may require through a future debt or equity offering or that we will be able to raise the capital on terms acceptable to us or at all. At this point, we cannot assess the likelihood of achieving these objectives. If we are unable to achieve these objectives, we may be forced to alter our business operations and implementation of our business plan.

Net cash used in operating activities was ($423,769) and ($451,464) for the years ended December 31, 2007 and 2006, respectively. The use of cash in 2007 is the result of the net loss of ($593,595), a net change in operating assets and liabilities of approximately $67,193, and partially offset by non-cash charges of approximately $102,633. The cash used in operating activities was used to expand infrastructure, fund research and development and business plan activities and conduct limited commercial operations. The cash used in operating activities in 2006 is the result of a net loss of ($537,560), a net change in operating assets and liabilities of approximately $3,224, and partially offset by non-cash charges of approximately $89,320. For the year ended December 31, 2007, we were a development stage company and the use of our operating funds was primarily to fund research and development activities and general and administrative expenses.

Net cash used in operating activities for the first six months of 2008 was ($408,437), and was used primarily in funding the Net Loss for the period of ($451,463). Significant adjustments to reconcile net cash to the net loss were non-cash expenses of $32,843 for depreciation and $10,183 in other operating items. For the first six months of 2007, a Net Loss of ($276,160) was partially offset by a non-cash expense of $39,985 for depreciation and other operating items of ($15,906), resulting in Net Cash used in operating activities of ($252,081).

Pursuant to our license with Syno-Therm, we are obligated to purchase $300,000 goods for inventory during 2008 from Syno-Therm. We have already committed to purchases of $87,300, of which $43,650 was paid in July 2008, in addition to the purchase of $5,871 worth of goods for inventory in January 2008. We will need to commit to purchase $206,829 in additional goods for inventory from Syno-Therm this year to comply with the terms of our license.

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We are obligated to make certain payments to the Penn State Research Foundation under our License Agreement. A fixed payment of $25,000 for the License Issue Fee was paid to PSRF in July, 2008 and no further payments are required to be made during 2008 other than royalties that may be generated from revenues. In 2009, a minimum royalty payment of $25,000 will be payable to the Penn State Research Foundation.

We are obligated to pay lease expenses on certain pieces of equipment. This equipment includes a copier under a five year operating lease commitment at a monthly payment of $117 per month, with the lease agreement expiring in September of 2012; and a telephone system under a three year lease commitment at a monthly payment of $363 per month, with the lease agreement expiring in September of 2010. We are obligated to pay all operating expenses associated with the leases.

Cash used in investing activities was ($102,586) and ($40,709) for the years ended December 31, 2007 and 2006, respectively. The increase in cash used in investing activities for both 2007 and 2006 was due to the purchase of equipment and licensing intellectual property. Cash used in investing activities for the first six months of 2008 was ($1,789) used to purchase additional laboratory equipment, and cash used in investing activities during the first six months of 2007 was ($5.520) for patent and license costs.

Cash provided by financing activities was $556,716 and $490,326 for the years ended December 31, 2007 and 2006, respectively. For both years, these monies were provided primarily through the proceeds from the issuance of common stock from private placement activities. Cash provided by financing activities for the first six months of 2008 was 801,547, as we raised additional funds through the private placement, and cash provided by financing activities for the first six months of 2007 was 248,339, also provided by funding through the private placement.

The net result of these activities resulted in an increase in cash of $30,361 to $39,653 for the year ended December 31, 2007, and a decrease in cash of $(1,847) to $9,292 for the year ended December 31, 2006. For the first six months of 2008, cash increased $391,321 over the December 31, 2007 balance of $39,653 to $430,974, compared to a decrease in cash of ($9,262) for the six months ended June 30, 2007.

Research and Development Costs

Nature of estimates required. We expense all research and development costs as incurred. We incurred costs related to research and development as we prepare our products for market, and will continue to incur these costs as we develop and enhance our products.

Assumptions and approach used. As we begin to move to production, many of these costs will be shifted to expenses related to the production of this product (cost of sales), thus reducing our research and development expense. However, we continue to provide support to the development of enhancements to our existing products as well as invest resources in the development of new products.

Sensitivity analysis. Management continually evaluates our efforts in new product development so that we properly classify costs to either production of existing product or research and development costs related to bringing new/enhanced products to market.

Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements at December 31, 2007 or at June 30, 2008.

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Critical Accounting Policies and Estimates

Our financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles. Preparation of the statements in accordance with these principles requires that we make estimates, using available data and our judgment, for such things as valuing assets, accruing liabilities and estimating expenses. The following is a discussion of what we feel are the most critical estimates that we must make when preparing our financial statements.

Certain accounting estimates used in the preparation of our financial statements require us to make judgments and estimates and the financial results we report may vary depending on how we make these judgments and estimates. Our critical account estimates are set forth below and have not changed during 2007 or 2008.

Use of estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates.

Revenue recognition. Revenue from sales of equipment is recognized upon shipment of product. Estimated returns and allowances are accrued at the time of sale.

Research and development. Research and development costs are expensed as incurred.

Cash and cash equivalents. Cash equivalents include highly liquid debt instruments and other short-term investments with an original maturity of three months or less.

Accounts receivable. Accounts receivable consist of unsecured trade receivables from one customer and are recorded based upon the outstanding invoice balance. Receivables considered to be uncollectable are written off. At each of, December 31, 2007 and 2006, no allowance for doubtful accounts was considered necessary. At each of June 30, 2008 and 2007, no allowance for doubtful accounts was considered necessary either.

Inventory. Inventories are stated at cost, based upon the specific identification method. Our inventory consists mainly of research consumables.

Property and equipment. Property and equipment are recorded at cost. Depreciation is being computed over three to five years on the straight-line method based upon the shorter of the estimated useful lives of the assets or the term of the lease.

Patents. Patents are being amortized, on a straight-line basis, over their estimated useful lives of five years.

Advertising. Advertising costs are being expensed as incurred. Advertising costs for the years ended December 31, 2007 and 2006 were $11,169 and $1,831, respectively, and for the six months ended June 30, 2008 and 2007 are $3,849 and $9,170, respectively.

Warranty obligation. The Company has warranted equipment sold for a period up to two years. To date, all warranty issues have been covered by the manufacturer. Management does not expect to incur any costs related to the warranty at December 31, 2007 or 2006 or at June 30, 2008 or 2007.

Income taxes. The Company accounts for income taxes under the provisions of SFAS No. 109. “Accounting for Income Taxes,” whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between bases used for financial reporting and income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

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On July 2006, FASB Interpretation (FIN) No. 48, “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109” (“Fin 48”) was issued. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. It also 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. The implementation of Fin 48 has not had a material affect on the Company’s results of operations, financial condition or cash flows. Due to our operating losses incurred to date, we currently pay no income taxes.

Loss per share. Basic Loss per Share is computed as net loss divided by the weighted average shares outstanding during the period. The potential common shares that were issuable upon the exercise of warrants and options are 1,087,200 at December 31, 2007 and 595,000 at December 31, 2006. The potential common shares that were issuable upon the exercise of warrants and options are 1,542,200 at June 30, 2008 and 790,000 at June 30, 2007. The number of potential shares to be issued are related to the exercise of all outstanding warrants and options.

Fair Value Measurements. In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” The Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements, and does not require any new fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements. The Statement is effective for the fiscal years beginning after November 15, 2007. The Company is assessing SFAS No. 157 and has not yet determined the impact of the adoption of SFAS No. 157 will have its results of operations or financial position, but expects it will not have a material effect on its financial statements.

Quantifying Misstatements. Statements (“SAB No. 108”), which provides interpretive guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. SAB No. 108 requires registrants to quantify misstatement using both the balance sheet and income statement approaches and to evaluate whether either approach results in quantifying an error that is material based on relevant quantitative and qualitative factors. This guidance is effective for the first fiscal period ending after November 15, 2006. The adoption of SAB No. 108 did not have a material effect on the Company’s results of operations, financial condition or cash flows.

Recent Pronouncements and Accounting Changes

In December 2007, the FASB issued SFAS No. 141(revised 2007), “Business Combinations” (“SFAS No. 141R”). SFAS No. 141R will significantly change the accounting for business combinations in a number of areas, including the treatment of contingent consideration, contingencies, acquisition costs, in-process research and development and restructuring costs. SFAS No. 141R includes an amendment to SFAS No. 109, “Accounting for Income Taxes.” This statement is effective for fiscal years beginning after December 15, 2008. The Company is assessing the impact of SFAS No. 141R and has not determined whether it will have a material impact on the Company’s results of operations or financial position.

In February 2007, the FASB issued SFAS No. 159, which permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS No. 159 also includes an amendment to SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities” which applies to all entities with available-for-sale and trading securities. This Statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company is assessing the impact of SFAS No. 159 and has not determined whether it will have a material impact on the Company’s results of operations or financial position.

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In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” The Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements, and does not require any new fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements. The Statement is effective for the fiscal years beginning after November 15, 2007. In February 2008, the FASB issued FSP FAS No. 157-1 and FSP FAS No. 157-2. FSP FAS No. 157-1 amends SFAS No. 157, “Fair Value Measurements” to exclude SFAS No. 13, “Accounting for Leases,” and other accounting pronouncements that address fair value measurements for purposes of lease classification or measurement under SFAS No. 13. FSP FAS No. 157-2 delays the effective date of SFAS 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of this FSP. The Company is assessing SFAS No. 157 and FSP FAS No. 157-1 and 157-2 and has not determined the impact the adoption of SFAS No. 157 will have on its results of operations or financial position.

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the names, positions and ages of our directors and executive officers. Our directors were elected by the majority written consent of our shareholders in lieu of a meeting. Our directors are typically elected at each annual meeting and serve for one year and until their successors are elected and qualify. Officers are elected by our board of directors and their terms of office are at the discretion of our board.

Name	Age	Position
Joseph Hines	80	President, CEO, and Chairman of the Board
Michael Kirksey	52	Executive Vice President, COO and Director
Gregg A. Linn	46	Chief Financial Officer
Peter Blonsky (1)(2)(3)	49	Director
Jason Mayer (1)(2)(3)	39	Director
Lester R. Garnas (1)(2)(3)	68	Director

__________

(1) Member of Audit Committee.

(2) Member of Compensation Committee.

(3) Member of Nominating Committee.

Joseph Hines has been our President, Chief Executive Officer and Chairman of the Board since 2004, when he co-founded us. From 2002 through 2008, Mr. Hines has been the owner of Desert Valley Consulting, his wholly-owned consulting firm. From 1982 through 2002, Mr. Hines was President, Chief Executive Officer and Chairman of the board of directors of Zila, Inc. (NASDAQ: ZILA). Prior to his employment with Zila, Inc., Mr. Hines served as Executive Vice President of the Chemical/Plastics Group of Dart Industries.

Michael Kirksey has been our Executive Vice President and a member of our board of directors since 2004, when he co-founded us. During 2002 and 2003, Mr. Kirksey served in consulting or contract CFO roles for several startup companies. From 1996 to 2001, he was Interim President, Director of Finance, and Financial Analyst of Rowpar Pharmaceuticals, Inc., a pharmaceutical development and marketing firm, and President of its subsidiary, Micropure, Inc. From 1991 to 1996, he was Executive Vice President of GroMax, Inc., an agricultural equipment manufacturer and marketer. Mr. Kirksey received an undergraduate degree in Biochemistry from the University of Arizona in 1977 and received a Masters degree in Business Administration from Arizona State University in 1979.

Gregg A. Linn has been our Chief Financial Officer since August, 2008. From 2001 to 2004 and 2007 through 2008, Mr. Linn was president of Red Rock Advisors, LLC in Scottsdale, Arizona, providing guidance to a public hi-tech manufacturing firm and consulting for a number of emerging growth and turnaround companies, with emphasis on capital formation, mergers and acquisition. From 2004 to 2007, he was chief operating officer and chief financial officer of Vital Living, Inc., in Phoenix, Arizona, a publicly traded nutritional supplements company. Mr. Linn received an undergraduate degree in Accounting and Business from Michigan State University in 1984 and a Masters in Business Administration, summa cum laude, from Pace University in 1992. Mr. Linn is a certified public accountant.

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Peter Blonsky, Ph.D. has been a member of our board of directors since June, 2008. From 2005 to 2008, Dr. Blonsky was a technical and business development consultant to us. Prior to that, Dr. Blonsky was Director of Applications Engineering and Business Development at Eagle-Picher Industries, Inc., a privately-held, diversified advanced technologies company providing power solutions, gaskets, precision milled parts, and filtration aids located in Phoenix, Arizona during 2005. From 2000 to 2005, he was the Vice President of Business and Product Development at H & T Battery Components, a global company producing deep drawn and stamped metal components located in Waterbury, Connecticut. Dr. Blonsky received a doctorate in Inorganic Chemistry from Northwestern in 1992 and a Masters in Business Administration from Xavier University in 1994. Dr. Blonsky is the inventor or co-inventor on seventeen U.S. and Foreign patents.

Jason Mayer has been a member of our board of directors since June, 2008. He has been a vice president at The Biltmore Bank of Arizona since July 2008. From 2002 through June 2008, Mr. Mayer was a Vice President for Commercial Lending at National Bank of Arizona. He was a senior commercial lender for Wells Fargo Bank N.A. from 2000 through 2002. Mr. Mayer holds a M.S. in Accounting from the University of Wisconsin (1995) and BBA also from the University of Wisconsin (1991). Mr. Mayer is a Certified Public Accountant.

Lester Garnas has been a member of our board of directors since July, 2008. For the past 30 years, Mr. Garnas has been president of his wholly-owned business consulting company, Edgemark Strategic Solutions, LLC, a Pennsylvania limited liability company. Such firm specializes in providing for-profit and non-profit companies with consulting advice and business solutions in marketing and organizational development, with special emphasis on business positioning, analysis and strategy. Representative clients have included American Express, Eastman Kodak, McGraw Hill Companies, The Financial Times, London and other European organizations, as well as start-up companies. Mr. Garnas holds a B.A. degree in Marketing from Parsons University (1962).

Certain Other Key Employees

Kuruvilla Cherian, Ph.D., age 59, has been our Director of Applied Research since 2006. In this capacity Dr. Cherian advises us regarding the development of new approaches to materials processing using microwave and other forms of electromagnetic radiation and applications of these processes for industrial use. From 2002 to 2006 he was the Senior Materials Scientist for Dana Corporation in its Microwave Technologies Division. From 2000 through 2002, Dr. Cherian was Chief Scientist and V.P. of Research with QQC Lasers and Advanced Materials Division. From 1994 through 2000, Dr. Cherian was involved with two major research projects on microwave effects: first for a joint project between Pennsylvania State University and the Naval Research Laboratory and second for a joint project between Pennsylvania State University and the University of Queensland. He holds a doctorate in Solid State Physics and Materials Science from Sardar Patel University, Gujarat, India, which he received in 1984. Dr. Cherian’s work has been published internationally in such journals as Materials Technology, Journal of Materials Research and Nature.

Janice Backus, age 59, has been our Corporate Secretary and Human Resources Director since incorporation. She was the Corporate Secretary of Zila, Inc., from 1982 through 2004, with responsibility for regulatory reporting, senior executive support and operational management of facilities. From 2002 to the present, Ms. Backus has owned and operated her own dance studio.

Robert Desberg, age 51, has been our Director of Sales and Marketing since September, 2008. From 1999 to 2008, he was a manager of Business Development for H.C. Starck, Inc., a global manufacturer of refractory metals and fabricated components for electronics, medical, aerospace and industrial markets. He served in product management, business development and sales capacities for such company. From 1989 to 1998 he was aerospace product manager for Hoogovens Aluminum Corp., and from 1985 to 1989

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he was a metallurgical engineering supervisor at Agro-Tech Corporation (formerly TRW). Mr. Desberg was a senior metallurgical engineer (landing gear systems) for Cleveland Pneumatic Corporation (now BF Goodrich) from 1981 to 1985. He was a metallurgical engineer at Republic Steel Corporation (now Warren Consolidated) from 1979 to 1981. Mr. Desberg has a Bachelor of Science degree in Metallurgy and Materials Science from Case Western Reserve University.

Committees of the Board of Directors

Our board of directors has three committees: an Audit Committee, a Compensation Committee and a Corporate Governance Nominating Committee. Each committee has a written charter approved by the board of directors outlining the principal responsibilities of the committee. These charters are also available on our website. All of our directors, other than our Chief Executive Officer, plan to meet in executive sessions with each committee without management present on a regular basis in 2008.

Audit Committee

Our Audit Committee appoints our independent auditors, reviews audit reports and plans, accounting policies, financial statements, internal controls, audit fees, and certain other expenses and oversees our accounting and financial reporting process. Specific responsibilities include: selecting, hiring and terminating our independent auditors; evaluating the qualifications, independence and performance of our independent auditors; approving the audit and non-audit services to be performed by our auditors; reviewing the design, implementation, adequacy and effectiveness of our internal controls and critical accounting policies; overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters; reviewing any earnings announcements and other public announcements regarding our results of operations, in conjunction with management and our public auditors; and preparing the report that the SEC will require in our annual proxy statement.

The Audit Committee is comprised of three directors, each of whom is independent, as defined by the rules and regulations of the SEC and the listing standards of the American Stock Exchange. The members of our Audit Committee are Mr. Mayer, Dr. Blonsky and Mr. Garnas. On April 7, 2008 the Audit Committee adopted a written charter. Mr. Mayer is the Chairman of the Committee and the board of directors has determined that Mr. Mayer qualifies as an “audit committee financial expert,” as defined under the rules and regulations of the SEC, qualifies as “financially sophisticated” under the listing standards of the American Stock Exchange, and is independent as noted above.

Compensation Committee

Our Compensation Committee assists our board of directors in determining the development plans and compensation of our officers, directors and employees. Specific responsibilities include approving the compensation and benefits of our executive officers; reviewing the performance objectives and actual performance of our officers; and administering our stock option and other equity compensation plans.

Our Compensation Committee is comprised of three Directors, whom the board considers to be independent under the rules of the SEC and the listing standards of the AMEX. On April 7, 2008, the board of directors adopted a written charter. The members of our Compensation Committee are Dr. Blonsky, Chairman, Mr. Mayer and Mr. Garnas.

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Corporate Governance and Nominating Committee

Our Corporate Governance and Nominating Committee assists our board of directors by identifying and recommending individuals qualified to become members of our board of directors, reviewing correspondence from our stockholders, and establishing, evaluating and overseeing our corporate governance guidelines. Specific responsibilities include the following: developing criteria for membership on our board of directors, recruiting, reviewing and nominating candidates for election to our board of directors, evaluating and making recommendations regarding the functions, contributions and composition of committees of our board of directors, making recommendations to our board of directors regarding corporate governance matters; reviewing stockholder nominees for election to our board of directors, and developing and recommending governance and nominating guidelines and principles applicable to our board of directors.

Our Nominating Committee is comprised of three Directors, whom the board considers to be independent under the rules of the SEC and the listing standards of the AMEX. The members of our Nominating Committee are Dr. Blonsky, Chairman, Mr. Mayer and Mr. Garnas. The Nominating Committee was created by our board of directors on April 7, 2008, when the board of directors adopted a written charter.

Consulting and Employment Agreements; Termination of Employment and Change-in-Control Arrangements

The Company currently has an independent contractor agreement in place with Desert Valley Consulting Group, Inc. pursuant to which Mr. Hines is engaged as our president and chief executive. The Company has entered into an employment agreement with Mr. Hines, to be effective as of October 1, 2008. The agreement will have a term of three years. Mr. Hines will receive a base salary of $96,000 annually during the term of the agreement, including an additional automobile allowance of $500 per month. Mr. Hines is also eligible to participate in any bonus or stock option plan of the Company.

The Company also has an independent contractor agreement in place with its executive vice president and chief operating officer, Mr. Kirksey. The Company has entered into an employment agreement with Mr. Kirksey, to be effective as of October 1, 2008. The agreement will have a term of three years. Mr. Kirksey will receive a base salary of $120,000 annually during the term of the agreement, including an additional automobile allowance of $500 per month. Mr. Kirksey is also eligible to participate in any bonus or stock option plan of the Company.

The Company’s corporate secretary, Ms. Backus, has also entered into an independent contractor agreement with the Company. The Company has entered into an employment agreement with Ms. Backus, to be effective as of October 1, 2008. The agreement will have a term of three years. Ms. Backus will receive a base salary of $65,000 annually during the term of the agreement, including an additional automobile allowance of $300 per month. Ms. Backus is also eligible to participate in any bonus or stock option plan of the Company.

Each of the above employment agreements automatically renews at the end of the term for successive one-year terms unless one party provides a written notice of non-renewal to the other party thirty (30) days prior to the last day of the term. The employment agreements may be terminated prior to the end of the term by: (i) the Company for “Cause,” as defined therein; (ii) the executive for “Good Reason”; or (iii) upon thirty days written notice given to the other party for any reason except death or disability. “Cause” 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) his or her salary through date of termination; (ii) any deferred compensation due the executive; and (iii) any other benefits to the extent unpaid. “Good Reason” is defined as, among other things, the failure of the Company to substantially

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comply with its requirements under the agreement. If the executive terminates the agreement for Good Reason, the Company shall pay the executive: (i) his or her 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) any declared and accrued, but as of then unpaid, bonus or stock options grant, all of which shall be deemed immediately vested; (iii) any accrued vacation pay; (iv) any amounts payable pursuant to the Company’s benefit plans. If the executive terminates his or her employment for other than for Good Reason, the Company’s obligations shall terminate other than for: (i) his or her salary through date of termination; (ii) any deferred compensation due the executive; and (iii) any other benefits to the extent unpaid.

If the executive dies prior to the completion of the term, the agreement will automatically terminate. Upon executive’s death, the Company’s obligations under the agreement terminate 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; (iii) full vesting and non-forfeiture of stock options granted to the executive, and (iv) the timely payment or provision of other benefits. If the Company determines that the executive has become disabled, the agreement shall terminate thirty days after executive’s receipt of written notice. Upon termination for disability, the Company’s obligations under the agreement terminate other than for: (i) salary payments 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.

Upon a “Change in Control,” 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 or her 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) any declared and accrued, but as of then unpaid, bonus or stock options grant, all of which shall be deemed immediately vested.

The Company also has a consulting agreement with Red Rock Advisors, LLC pursuant to which Gregg Linn is engaged as our chief financial officer on an independent contractor basis. The agreement was entered into on August 15, 2008 and terminates on July 31, 2009. Pursuant to the agreement, the Company is obligated to pay Mr. Linn $5,000 per month prior to the effectiveness of this registration statement and $6,000 per month thereafter. In addition, Mr. Linn has been granted 25,000 options, which vested on August 15, 2008. In addition, Mr. Linn will 30,000 options upon the completion of the initial public offering under this registration statement. All options will be exercisable at $1.00 per share and will have a term of five years from the date of grant.

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EXECUTIVE COMPENSATION

The table below sets forth all cash compensation paid or proposed to be paid by us to the chief executive officer and the most highly compensated executive officers, and key employees for services rendered in all capacities to us during fiscal years 2007 and 2006.

Summary Compensation Table

Name (a)	Year (b)	Consulting Fees ($) (c)		Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f) (1)	Non-Equity Incentive Plan Compensation ($) (g)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h)	All Other Compensation ($) (i)	Total ($) (j)
Joseph Hines, Chairman, CEO and President	2007	$	60,000	-0-	-0-	-0-	-0-	-0-	-0-	$	60,000
	2006	$	60,000	-0-	-0-	-0-	-0-	-0-	-0-	$	60,000
Michael Kirksey, Executive	2007	$	60,000	-0-	-0-	-0-	-0-	-0-	-0-	$	60,000
Vice President, General	2006	$	60,000	-0-	-0-	-0-	-0-	-0-	-0-	$	60,000
Manager and Director
Karl Cherian, Ph.D., Director of Applied Research	2007	$	108,000	-0-	-0-	-0-	-0-	-0-	-0-	$	108,000
	2006	$	44,450	-0-	-0-	-0-	-0-	-0-	-0-	$	44,450
Janice L. Backus, Secretary	2007	$	50,000	-0-	-0-	-0-	-0-	-0-	-0-	$	50,000
	2006	$	50,000	-0-	-0-	-0-	-0-	-0-	-0-	$	50,000

Compensation Policy. Our executive compensation plan is based on attracting and retaining qualified professionals who possess the skills and leadership necessary to enable us to achieve earnings and profitability growth to satisfy our stockholders. We must, therefore, create incentives for these executives to achieve both our goals and individual performance objectives through the use of performance-based compensation programs.

No one component is considered by itself, but all forms of the compensation package will be considered in total. Wherever possible, we will use objective measurements to quantify performance, but many subjective factors still come into play when determining performance.

Compensation Components. The main elements of our compensation package will consist of salary, stock options, and bonus. We plan to review the salary for each executive officer and compare it to the prior year, with consideration given for increase based on performance. During 2006 and 2007, our executive officers were independent contractors and had base fees of $60,000 each. We made no equity awards to our officers or directors in 2007. Our executive officers will become employees on October 1, 2008, which is the effective date of our employment agreements with them. After we commence revenue operations we will review their compensation packages for possible adjustments. Salary adjustments will be based on both individual and our performance and will include both objective and subjective criteria specific to each executive’s role and responsibility with us. To date, we have been granted no bonuses.

Stock Option Plan

Our board of directors adopted the 2008 Stock Option and Restricted Stock Plan (the “Plan”) and our shareholder approved the Plan on June 3, 2008. The Plan authorizes us to issue 1,500,000 shares of our common stock for issuance upon exercise of options and grant of restricted stock awards. As of August 31, 2008, we have issued 51,500 options under the Plan.

The Plan allows for the grant of incentive stock options, non-qualified stock options and restricted stock awards. The Plan authorizes us to grant (i) 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) to non-employee directors and consultants’

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non-qualified stock options and restricted stock. Our Compensation Committee will administer the Plan 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.

Incentive stock options granted under the Plan must have an exercise price at least equal to 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 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 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.

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.

Compensation of Directors

We had no non-employee directors in 2007 and paid no cash compensation or issued no stock options to persons serving as directors. During 2008, we will grant the non-employee directors, who are neither employees nor our affiliates, options to purchase 10,000 shares of common stock for their service on the Board and our Audit, Compensation and Corporate Governance and Nominating Committees. To date, we have granted a total of 7,500 director options to our three outside directors. The options will be exercisable at $1.00 per share for a term of seven years and such options will vest as follows: 2,500 upon grant and 2,500 in each succeeding quarter, provided that the grantee remains a director. In 2008, non-employee members of our board of directors will receive compensation per quarter of $1,000 for their services as Board members. The non-employee directors will be reimbursed for their out-of-pocket costs in attending the meetings of the board of directors.

Consulting Agreement

On February 1, 2008, we entered into a consulting agreement with Steven Scott for consulting services relating to our financing, evaluating financing alternatives and sources for us and the introduction of firms to provide investor relations services. Mr. Scott receives consulting fees of $7,500 per month during the term of such agreement, which terminates on January 31, 2009.

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TRANSACTIONS WITH RELATED PERSONS, PROMOTERS

AND CERTAIN CONTROL PERSONS

We lease our production, research and development and office facility, located at 4708 East Van Buren Street, Phoenix, Arizona from JH Realty, LLC (“JH Realty”), an entity wholly owned by Mr. Hines, our President, Chief Executive Officer and Chairman of the Board, at a rate of $2,000 per month. We believe this rental rate to be at or below market in the area for similar facilities. The lease terminates on November 14, 2008, and we may renew it for additional 12 month periods. The portion of the building leased to us contains approximately 4,000 square feet along with an 800 square foot enclosed yard. We have made $144,880 in improvements to the leased premises through August 31, 2008. We may remove these improvements provided we repair any damage caused by the removal. On December 31, 2007, we issued a non-interest bearing promissory note to JH Realty in the principal amount of $62,000, consolidating older promissory notes and representing outstanding rent due on our leased premises for the years 2005, 2006 and 2007. Such note is due and payable on December 31, 2008.

In 2005, Mr. Hines converted his outstanding non-interest bearing loans to us, totaling $940,000, into units comprised of 470,000 shares of Series A Convertible Preferred Stock and common stock purchase warrants. Such warrants are exercisable to purchase stock at a price of $1.00 per share through 2010. In 2007, Mr. Hines converted all of his Preferred Stock into 940,000 shares of common stock and declined to receive any dividends that we paid on the Preferred Stock at that point. In 2006, Mr. Hines made non-interest bearing advances to us totaling $447,000 to finance our operations. In 2007 Mr. Hines made loans to us of $63,600 and $55,000. All of these loans are represented by non-interest bearing notes due and payable on December 31, 2008. We intend to repay a total of $500,000 principal amount of these loans from the proceeds of this offering, leaving $65,600 due Mr. Hines after the completion of this offering.

In April 2006, we entered into an Agreement and Mutual Release (the “Agreement and Mutual Release”) with Rosemary Drlik, Romuald Drlik and their wholly-owned corporation, Avion Romuald, S.A. (“ARSA”), relating to certain metal oxide technology under development. Prior to April 2006, we employed Rosemary Drlik as our director of purchasing and Romuald Drlik as our Vice President of Research and Development. Mrs. Drlik also was a member of our Board of Directors and ARSA owned more than ten percent of our outstanding common stock at such time. Under the terms of the Agreement and Mutual Release, we transferred to ARSA certain equipment with a book value of $10,227 which we utilized in our metal oxide development projects; the parties agreed to share technology developments relating to the production of metal oxides; and they granted each other a non-exclusive, non-transferable license to ARSA for certain proprietary or patented technology relating to the production of metal oxides, with accompanying royalty cross-payment obligations if one or both of the parties generates net revenue based upon the implementation of such technology. We are not actively pursuing the commercialization of our metal oxide technology given our focus on microwave sintering. In April 2006 Mr. and Mrs. Drlik resigned from all positions they held with us and Mr. Hines purchased 625,000 shares of common stock from ARSA for $20,000, which stock represented its entire ownership interest in us.

In July 2008, Mr. Peter Blonsky, a member of our Board of Directors, received compensation for consulting services rendered prior to becoming a director of our Company, of 19,000 options to purchase shares of our common stock with an exercise price of $1.00 per share and a term of five years.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of August 31, 2008, the number and percentage of outstanding shares of common stock beneficially owned by (a) each person known by us to beneficially own more than five percent of such stock, (b) each director of the Company, (c) each named officer of the Company, and (d) all our directors and executive officers as a group. We have no other class of capital stock outstanding.

Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership(2) Before Offering	Percent of Class Before Offering(3)		Percent After Sale of Minimum Offering(3)		Percent After Sale of Maximum Offering(3)
Joseph Hines, Chairman, CEO and President (4)	2,510,000	47.16	%	39.70	%	37.71	%
Michael Kirksey, Executive Vice President, General Manager and Director (5)	500,000	10.30	%	8.54	%	8.08	%
Gregg A. Linn, Chief Financial Officer (6)	25,000	0.51	%	0.43	%	0.40	%
Peter Blonsky, Ph.D., Director (7)	44,500	0.91	%	0.76	%	0.72	%
Jason Mayer, Director (8)	12,500	0.26	%	0.21	%	0.20	%
Lester R. Garnas, Director (9)	12,500	0.26	%	0.21	%	0.20	%
Janice Backus, Corporate Secretary (10)	75,000	1.55	%	1.28	%	1.21	%
Arlan Akerlind (11)	385,000	7.69	%	6.41	%	6.07	%
Joseph C. Koch (12)	770,250	15.17	%	12.67	%	12.01	%
All executive officers and directors as a group (6 persons )	3,179,500	59.16	%	49.88	%	47.32	%

(1) The address of these persons is c/o 4708 East Van Buren Street, Phoenix, Arizona 85008.

(2) The foregoing beneficial owners hold investment and voting power in their shares.

(3) The percent of Common Stock owned is calculated using the sum of (A) the number of shares of Common Stock owned and (B) the number of warrants and options of the Beneficial Owner that are exercisable within 60 days, as the numerator, and the sum of (Y) the total number of shares of Common Stock outstanding (4,852,850) and (Z) the number of warrants and options of the Beneficial Owner that are exercisable within 60 days as the denominator.

(4) Includes 470,000 warrants and 0 options to purchase shares of common stock exercisable within 60 days.

(5) Includes 0 options to purchase shares of common stock exercisable within 60 days.

(6) Includes 25,000 options to purchase shares of common stock exercisable within 60 days.

(7) Includes 21,500 options to purchase shares of common stock exercisable within 60 days.

(8) Includes 2,500 options to purchase shares of common stock exercisable within 60 days.

(9) Includes 2,500 options to purchase shares of common stock exercisable within 60 days.

(10) Includes 0 options to purchase shares of common stock exercisable within 60 days.

(11) Includes 155,000 warrants and 0 options to purchase shares of common stock exercisable within 60 days.

(12) Includes 225,000 warrants and 0 options to purchase shares of common stock exercisable within 60 days.

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UNDERWRITING

Midtown Partners & Co., LLC (“Midtown”) has agreed, subject to the terms and conditions of the underwriting agreement among the Company and Midtown as representative of the several underwriters, to act as the sales agent of the Company for the sale of shares offered pursuant to this prospectus at the public offering price of $6.00, less the underwriting discount set forth on the cover page of this prospectus.

The underwriters have made no commitment to purchase all or any part of the shares of common stock offered pursuant to this prospectus but have agreed to use their best efforts to sell the Minimum Offering of 1,000,000 shares of common stock and the Maximum Offering of 1,333,334 shares of common stock within ninety days of the date of this prospectus, subject to an extension at the underwriters’ option for an additional ninety day period. All funds received in connection with the sale of the shares will be promptly transmitted to Signature Bank, a New York State chartered bank, (the “Escrow Agent”) pursuant to the terms of an escrow agreement among the Company, the Escrow Agent and Midtown.

All payments for subscriptions hereunder should be made payable to “Signature Bank” as Escrow Agent for the Company’s Escrow Account. If, prior to the termination of the offering period, at least an aggregate of $6,000,000 of funds are not received in the Escrow Account and AMEX does not confirm the listing of the shares on the AMEX, the offering will terminate and funds deposited with the Escrow Agent will be returned to investors promptly without interest. The shares are being offered by the Underwriter subject to the delivery of an opinion of our counsel and various other conditions.

Midtown has advised us that they propose to offer the shares to the public at the initial public offering price set forth on the cover page of this prospectus. The Underwriter may allow to certain dealers, who are members of FINRA, concessions, not in excess of $      per share, of which no reallowance will be made to other dealers who are members of FINRA.

We have agreed to pay to Midtown a commission of 8% of the price of each share sold in this offering, as well as a non-accountable expense allowance of 3% of the gross proceeds of the offering, of which $25,000 has been paid as of the date of this prospectus. We have also agreed to pay all expenses in connection with qualifying the shares offered hereby for sale under the laws of such states as the underwriters may designate, including expenses of counsel retained for such purpose by the underwriters.

We will sell to Midtown, as additional compensation, warrants (“Underwriter’s Warrants”) to purchase one Underwriter’s Warrant for every ten shares sold in the offering, which is 100,000 Underwriter’s Warrants if we sell the Minimum Offering and 133,333 Underwriter’s Warrants if we sell the Maximum Offering. The Underwriter’s Warrants may be exercised at any time commencing one year from the completion of the offering and continuing for four years thereafter to purchase shares of common stock at an exercise price equal to 120% of the offering price of the shares in this offering.

Midtown is principally engaged in providing securities brokerage, investment banking and related financial services to individuals, institutions and corporations. Midtown also provides consulting and financial services to private and public entities seeking to obtain or participate in financing arrangements. Although the executive officers of Midtown have extensive investment banking background and experience, Midtown has never led or co-led any public equity offerings.

Prior to this offering, there has been no public trading market for our securities. Consequently, the initial public offering price of the shares has been determined by negotiations between us and Midtown and bears no relationship to our earnings, book value, net worth or other financial criteria of value and may not be indicative of the market price of our common stock after this offering. Among the factors considered in determining the offering price were our financial condition and prospects, market prices of similar

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securities of comparable publicly-traded companies, certain financial and operating information of companies engaged in activities similar to ours and the general condition of the securities market. Additionally, the initial public offering price of our shares may not be indicative of the prices that may prevail in the public market.

Stabilization, Short Positions and Penalty Bids

The underwriters may engage in stabilizing transactions, syndicate covering transactions, and penalty bids or purchases for the purpose of pegging, fixing or maintaining the price of the common stock, in accordance with Regulation M under the Securities Exchange Act of 1934 (the “Exchange Act”):

• Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum;

• Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. If the underwriters sell more shares than could be covered by the maximum number of shares offered hereby, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering; and

• Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or delaying a decline in the market price of the common stock. As a result, the price of the common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the AMEX or otherwise and, if commenced, may be discontinued at any time.

Neither we nor the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the common stock. In addition, neither we nor the underwriters make representation that the underwriters will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

Foreign Regulatory Restrictions on Purchase of Shares

We have not taken any action to permit a public offering of shares of our common stock outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to this offering of shares of our common stock and the distribution of the prospectus outside the United States.

Italy. This offering of shares of common stock has not been cleared by Consob, the Italian Stock Exchanges regulatory agency of public companies, pursuant to Italian securities legislation and, accordingly, no shares may be offered, sold or delivered, nor may copies of this prospectus or of any other document relating to the shares be distributed in Italy, except (1) to professional investors (operatori qualificati); or (2) in circumstances which are exempted from the rules on solicitation of investments pursuant to Decree

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No. 58 and Article 33, first paragraph, of Consob Regulation No. 11971 of May 14, 1999, as amended. Any offer, sale or delivery of the shares or distribution of copies of this prospectus or any other document relating to the shares in Italy under (1) or (2) above must be (i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Decree No. 58 and Legislative Decree No. 385 of September 1, 1993, or the Banking Act; (ii) in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the issue or the offer of securities in Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in Italy and their characteristics; and (iii) in compliance with any other applicable laws and regulations.

Germany. The offering of shares of common stock is not a public offering in the Federal Republic of Germany. The shares may only be acquired in accordance with the provisions of the Securities Sales Prospectus Act (Wertpapier-Verkaudfspropsektgestz), as amended, and any other applicable German law. No application has been made under German law to publicly market the shares in or out of the Federal Republic of Germany. The shares are not registered or authorized for distribution under the Securities Sales Prospectus Act and accordingly may not be, and are not being, offered or advertised publicly or by public promotion. Therefore, this prospectus is strictly for private use and the offering is only being made to recipients to whom the document is personally addressed and does not constitute an offer or advertisement to the public. The shares of common stock will only be available to persons who, by profession, trade or business, buy or sell shares for their own or a third party’s account.

France. The shares of common stock offered by this prospectus may not be offered or sold, directly or indirectly, to the public in France. This prospectus has not been or will not be submitted to the clearance procedure of the Autorité des Marchés Financiers, or the AMF, and may not be released or distributed to the public in France. Investors in France may only purchase the shares offered by this prospectus for their own account and in accordance with articles L. 411-1, L. 441-2 and L. 412-1 of the Code Monétaire et Financier and decree no. 98-880 dated October 1, 1998, provided they are “qualified investors” within the meaning of said decree. Each French investor must represent in writing that it is a qualified investor within the meaning of the aforesaid decree. Any resale, directly or indirectly, to the public of the shares offered by this prospectus may be effected only in compliance with the above mentioned regulations.

“Les actions offertes par ce document d’information ne peuvent pas être, directement ou indirectement, offertes ou vendues au public en France. Ce document d’information n’a pas été ou ne sera pas soumis au visa de l’Autorité des Marchés Financiers et ne peut être eclare ou eclarer au public en France. Les investisseurs en France ne peuvent acheter les actions offertes par ce document d’information que pour leur compte eclar et conformément aux articles L. 411-1, L. 441-2 et L. 412-1 du Code Monétaire et Financier et du décret no. 98-880 du 1 octobre 1998, sous eclare qu’ils soient des investisseurs eclarer au sens du décret susvisé. Chaque investisseur doit eclarer par écrit qu’il est un investisseur qualifié au sens du décret susvisé. Toute revente, directe ou indirecte, des actions offertes par ce document d’information au public ne peut être effectuée que conformément à la réglementation susmentionnée.”

Switzerland. This prospectus may only be used by those persons to whom it has been directly handed out by the offeror or its designated distributors in connection with the offer described therein. The shares of common stock are only offered to those persons and/or entities directly solicited by the offeror or its designated distributors, and are not offered to the public in Switzerland. This prospectus constitutes neither a pubic offer in Switzerland nor an issue prospectus in accordance with the respective Swiss legislation, in particular but not limited to Article 652A Swiss Code Obligations. Accordingly, this prospectus may not be used in connection with any other offer, whether private or public and shall in particular not be distributed to the public in Switzerland.

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United Kingdom. In the United Kingdom, the shares of common stock offered by this prospectus are directed to and will only be available for purchase to a person who is an exempt person as referred to at paragraph ^® below and who warrants, represents and agrees that: (a) it has not offered or sold, will not offer or sell, any shares offered by this prospectus to any person in the United Kingdom except in circumstances which do not constitute an offer to the public in the United Kingdom for the purposes of section 85 of the Financial Services and Markets Act 2000 (as amended) (“FSMA”); (b) it has complied and will comply with all applicable provisions of FSMA and the regulations made thereunder in respect of anything done by it in relation to the shares offered by this prospectus in, from or otherwise involving the United Kingdom; and (c) it is a person who falls within the exemptions to Section 21 of the FSMA as set out in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“the Order”), being either an investment professional as described under Article 19 or any body corporate (which itself has or a group undertaking has a called up share capital or net assets of not less than £500,000 (if more than 20 members) or otherwise £5 million) or an unincorporated association or partnership (with net assets of not less than £5 million) or is a trustee of a high value trust or any person acting in the capacity of director, officer or employee of such entities as defined under Article 49(2)(a) to (d) of the Order, or a person to whom the invitation or inducement may otherwise lawfully be communicated or cause to be communicated. The investment activity to which this document relates will only be available to and engaged in only with exempt persons referred to above. Persons who are not investment professionals and do not have professional experience in matters relating to investments or are not an exempt person as described above, should not review nor rely or act upon this document and should return this document immediately. It should be noted that this document is not a prospectus in the United Kingdom as defined in the Prospectus Regulations 2005 and has not been approved by the Financial Services Authority or any competent authority in the United Kingdom.

Israel. The shares of common stock offered by this prospectus have not been approved or disapproved by the Israeli Securities Authority (ISA). The shares may not be offered or sold, directly or indirectly, to the public in Israel. The ISA has not issued permits, approvals or licenses in connection with the offering of the shares or publishing the prospectus; nor has it authenticated the details included herein, confirmed their reliability or completeness, or rendered an opinion as to the quality of the shares being offered. Any resale, directly or indirectly, to the public of the shares offered by this prospectus is subject to restrictions on transferability and must be effected only in compliance with the Israeli securities laws and regulations.

Sweden. Neither this prospectus nor the shares of common stock offered hereunder have been registered with or approved by the Swedish Financial Supervisory Authority under the Swedish Financial Instruments Trading Act (1991:980) (as amended), nor will such registration or approval be sought. Accordingly, this prospectus may not be made available nor may the shares offered hereunder be marketed or offered for sale in Sweden other than in circumstances which are deemed not to be an offer to the public in Sweden under the Financial Instruments Trading Act. This prospectus may not be distributed to the public in Sweden and a Swedish recipient of the prospectus may not in any way forward the prospectus to the public in Sweden.

Norway. This prospectus has not been produced in accordance with the prospectus requirements laid down in the Norwegian Securities Trading Act 1997, as amended. This prospectus has not been approved or disapproved by, or registered with, either the Oslo Stock Exchange or the Norwegian Registry of Business Enterprises. This prospectus may not, either directly or indirectly be distributed to Norwegian potential investors.

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Denmark. This prospectus has not been prepared in the context of a public offering of securities in Denmark within the meaning of the Danish Securities Trading Act No. 171 of 17 March 2005, as amended from time to time, or any Executive Orders issued on the basis thereof and has not been and will not be filed with or approved by the Danish Financial Supervisory Authority or any other public authority in Denmark. The offering of shares of common stock will only be made to persons pursuant to one or more of the exemptions set out in Executive Order No. 306 of 28 April 2005 on Prospectuses for Securities Admitted for Listing or Trade on a Regulated Market and on the First Public Offer of Securities exceeding EUR 2,500,000 or Executive Order No. 307 of 28 April 2005 on Prospectuses for the First Public Offer of Certain Securities between EUR 100,000 and EUR 2,500,000, as applicable.

Electronic Distribution of Prospectus

A prospectus in electronic format relating to our offering may be made available on the Internet sites or through other online services maintained by the Underwriter or selling group members participating in this offering, or their affiliates. In those cases, prospective investors may view offering terms online and may be able to open an account online with the underwriters to participate in the public offering.

Other than the prospectus in electronic format, the information on the Underwriter’s or any selling group member’s website and any information contained in any other website maintained by the Underwriter or a selling group member is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us, any underwriter or any selling group member in its capacity as underwriter or selling group member and should not be relied upon by investors.

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SHARES ELIGIBLE FOR FUTURE SALE

The sale of a substantial amount of our common stock in the public market after this offering, or the perception that such sales may occur, could adversely affect the prevailing market price of our common stock. Furthermore, because some of our shares will not be available for sale shortly after this offering due to the contractual and legal restrictions on resale described below, the sale of a substantial amount of common stock in the public market after these restrictions lapse could adversely affect the prevailing market price of our common stock and our ability to raise equity capital in the future.

Sales of Restricted Securities

Upon the completion of this offering, we will have 5,852,850 shares of common stock outstanding if the Minimum Offering is sold and 6,186,184 shares of common stock outstanding if the Maximum Offering is sold. Currently, we have 4,852,850 shares outstanding.

Of the current outstanding shares of 4,852,850, 1,419,600 shares are restricted securities we sold in prior private placements, of which 696,000 are currently eligible for sale under Rule 144 under the Securities Act of 1933, an additional 55,000 will be eligible for sale under such Act by September 30, 2008, an additional 663,200 shares will be eligible at December 31, 2008 and 5,400 additional shares will be eligible at March 31, 2009. The remaining 3,433,250 shares of common stock are held by the executives, directors and their affiliates and are “restricted” shares under Rule 144 and, therefore, generally may be sold in the public market only in compliance with Rule 144. Further, 1,547,600 warrants are exercisable to purchase shares of restricted common stock at $1.00 per share at various dates, the last of which is July 15, 2013, 79,260 warrants are excisable to purchase shares of restricted common stock at $1.20 per share, expiring July 1, 2013, and 51,500 options are outstanding as of July 31, 2008.

We granted piggyback registration rights to the purchasers of units composed of one share of common stock and one common stock purchase warrant made from 2006 to July 2008. These rights were subject to the consent of the Underwriter, which has not been granted.

Of the shares to be outstanding after the closing of this offering, the shares sold in this offering will be freely tradable without restriction under the Securities Act, except that any shares purchased in this offering by our “affiliates,” as that term is defined in Rule 144 under the Securities Act of 1933, generally may be sold in the public market only in compliance with Rule 144.

Rule 144

In general, under Rule 144, a person who is one of our affiliates and has beneficially owned those shares of common stock for at least six months would be entitled to sell, within any three-month period, a number of shares that does not exceed the greater of:

• 1% of the number of our shares of common stock then outstanding, which is expected to equal approximately 58,528 shares immediately after this offering if the Minimum Offering is sold and approximately 61,861 shares if the Maximum Offering is sold, and

• the average weekly trading volume of our common stock on the Amex during the four calendar weeks before a notice of the sale on SEC Form 144 is filed.

Sales under Rule 144 are also subject to certain manner-of-sale provisions and notice requirements and to the availability of certain public information about us.

A person who is not one of our affiliates, and who is not deemed to have been one of our affiliates at any time during the three months preceding a sale, may sell the shares proposed to be sold according to the following conditions:

• if the person has beneficially owned the shares for at least six months, including the holding period of any prior owner other than an affiliate, the shares may be sold, subject to continued availability of current public information about us; and

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• if the person has beneficially owned the shares for at least one year, including the holding period of any prior owner other than an affiliate, the shares may be sold without any Rule 144 limitations.

Stock Issued Under Our Stock Option Plan

We intend to file a registration statement on Form S-8 under the Securities Act to register 1,500,000 shares of common stock, with respect to awards to be granted, or otherwise, under our 2008 Stock Option and Restricted Stock Plan. We have issued 51,500 options under the Plan through August 31, 2008. Shares that are issued upon the exercise of stock options or restricted stock issued under the Plan after the effective date of the Form S-8 registration statement will be eligible for resale in the public market without restriction, subject to Rule 144 limitations applicable to affiliates.

Lock-up Agreements

Pursuant to lock-up agreements with our Underwriter, each of Mr. Hines and Mr. Kirksey has agreed that he will not, without the prior written consent of the Underwriter, for a period of twelve (12) months following the closing date of this offering, sell any shares of common stock, or any options or warrants to purchase shares of common stock, or any other securities convertible into or exchangeable for shares of common stock, now owned or hereafter acquired by each of Mr. Hines and Mr. Kirksey.

INTEREST OF NAMED EXPERTS AND COUNSEL

The financial statements appearing in the registration statement have been audited by Farber Hass Hurley LLP, an independent registered public accounting firm, to the extent and for the periods indicated in their report appearing elsewhere herein, which report expresses a qualified opinion and includes an explanatory paragraph relating to our ability to continue as a going concern and are included in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.

The legality of the securities offered hereby has been passed upon for us by Quarles & Brady LLP, Two North Central Avenue, Phoenix, Arizona 85004.

Lehman & Eilen LLP, Boca Raton, Florida is acting as counsel for the Underwriter in this offering.

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DESCRIPTION OF SECURITIES

Common Stock

We are authorized to issue 50,000,000 shares of common stock, par value $0.001 per share, of which 4,852,850 shares were issued and outstanding at August 31, 2008. The rights of the holders of the common stock are subject to any rights that may be fixed for holders of preferred stock, when and if any preferred stock is issued.

The shares of common stock will be issued and maintained in book-entry form registered in the name of the nominee, The Depository Trust Company, except in limited circumstances. See “Book-Entry Procedures” below.

Voting

Holders of the common stock are entitled to one vote for each share in the election of directors and in all other matters to be voted on by the stockholders. There is no cumulative voting in the election of directors.

No Preemptive, Redemption or Conversion Rights

Holders of our common stock are not entitled to preemptive rights and our common stock is not subject to redemption or conversion. The holders of common stock are not subject to further calls or assessments. There are no redemption or sinking fund provisions applicable to our common stock.

Dividends

Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends out of assets legally available at the time when and if declared by our board of directors.

Right to Receive Liquidation Distributions

Upon our liquidation, dissolution or winding-up, the holders of our common stock are entitled to share in all assets remaining after payment of all our debts and other liabilities and the liquidation preferences of any outstanding preferred stock.

Fully Paid

The common stock currently outstanding is, and the common stock offered by us hereby will, when issued, be validly issued, fully paid and non-assessable.

Preferred Stock

We are authorized to issue 5,000,000 shares of serial preferred stock, par value $0.001 per share, of which no shares are currently outstanding. Any future issues of preferred stock may, without action by our stockholders, be issued by our board of directors from time to time in one or more series for such consideration and with such relative rights, privileges and preferences as the board may determine. Accordingly, the board has the power to fix the dividend rate and to establish the provisions, if any, relating to voting rights, redemption rate, sinking fund, liquidation, preferences and conversion rights for any series of preferred stock issued in the future.

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It is not possible to state the actual effect of any future series of preferred stock upon the rights of holders of the common stock because our board has the power to determine the specific rights of the holders of any future series of preferred stock. The board’s authority to issue preferred stock provides a convenient vehicle in connection with possible acquisitions and other corporate purposes, but could have the effect of making it more difficult for a third party to acquire a majority of the outstanding voting stock. Accordingly, the issuance of the preferred stock may be used as an “anti-takeover” device without further action on the part of our stockholders, and may adversely affect the holders of the common stock.

There are currently no shares of our preferred stock designated or outstanding. Upon completion of this offering, no shares of our preferred stock will be outstanding, and we have no present plans to issue any shares of preferred stock.

Warrants

From December 2004 to December 2005, we sold 520,000 units at a price of $2.00 per unit to individual investors in a private placement, raising gross proceeds of $1,040,000. Each unit consisted of one share of Series A Convertible Preferred Stock (the “Preferred Stock”) and one redeemable common stock purchase warrant exercisable to purchase one share of common stock at a purchase price of $1.00 per share for a period of five years. Each share of Preferred Stock was convertible into two shares of common stock. We sold the securities through our officers, none of whom received compensation in connection with the placement. We sold the offering and the securities were issued in reliance on the exemption from registration set forth in Section 4(2) of the Securities Act. All outstanding shares of the Preferred Stock were converted into common stock in 2007. At December 31, 2007, 520,000 warrants to purchase shares of common stock at a price of $1.00 per share were outstanding. The warrants expire in 2009 and 2010, unless sooner redeemed by us upon satisfaction of certain conditions.

From May 2006 to August 31, 2008, we made a private placement of units at a price of $1.00 per unit to individual investors. Each unit consisted of one share of common stock and one redeemable common stock purchase warrant exercisable to purchase one share of common stock at a price of $1.00 per share for a period of five years from their dates of issue. The warrants expire from 2011 to 2013. The warrants are redeemable by us upon satisfaction of certain criteria. We sold 1,072,600 units in the placement, raising gross proceeds of $1,117,600, as 45,000 warrants were exercised at the time of the sale of the units, at a price of $1.00 per share. We sold the units through our officers and through a third party. The officers received no compensation for such sales. The third party sold 796,600 units and we paid him $103,038 in fees and in an unaccountable expense allowance. We also issued him a warrant exercisable to purchase 79,260 shares of common stock at a price of $1.20 per share for a four-year term. We sold the offering and the securities were issued in reliance on the exemption from registration set forth in Section 4(2) of the Securities Act.

Board of Directors

The Board consists of five directors. The term of office of each director expires at each annual meeting of stockholders or until successors are elected.

Certain Anti-Takeover Provisions

Stockholders’ rights and related matters are governed by Nevada corporate law, our articles of incorporation and our bylaws. Certain provisions of the Nevada Revised Statutes may discourage or have the effect of delaying or deferring potential changes in control of us. The cumulative effect of these terms may be to make it more difficult to acquire and exercise control of us and to make changes in management. Furthermore, these provisions may make it more difficult for shareholders to participate in a tender or exchange offer for common stock and in so doing may diminish the market value of the common stock. The existence of these provisions could limit the price that investors might be willing to pay in the future for shares of our common stock.

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Authorized but unissued shares. The authorized but unissued shares of our common stock and preferred stock are available for future issuance without stockholder approval. These additional shares may be used for a variety of corporate purposes, such as for additional public offerings, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise. One of the effects of the existence of authorized but unissued shares of our common stock may be to enable our board of directors to render it more difficult or to discourage an attempt to obtain control of us and thereby protect the continuity of or entrench our management, which may adversely effect the market price of our common stock. If in the due exercise of its fiduciary obligations, for example, our board of directors were to determine that a takeover proposal were not in the best interests of our shareholders, such shares could be issued by the board of directors without stockholder approval in one or more private placements or other transactions that might prevent or render more difficult or make more costly the completion of any attempted takeover transaction by diluting voting or other rights of the proposed acquirer or insurgent stockholder group, by creating a substantial voting block in institutional or other hands that might support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise. See “Risk Factors—We have additional securities available for issuance, which, if issued, could adversely affect the rights of the holders of our common stock.”

Amendment to bylaws. Our bylaws may be repealed, altered or amended by the majority vote of our shareholders or by the majority of our board of directors without further shareholder approval.

Advance notice of director nominations and matters to be acted upon at meetings. Our bylaws contain advance notice requirements for nominations for directors to our board of directors and for proposing matters that can be acted upon by stockholders at stockholder meetings.

Shareholder action by written consent. Our bylaws provide that shareholders may act by written consent if such written consent is signed by the number of shareholders as are required to pass such action and entitled to vote with respect to the subject matter thereof.

Special meeting of shareholders. Our bylaws provide that special meetings of shareholders may be called only by our board of directors, chairman of the board or our president, or as otherwise provided under Nevada law.

Transfer Agent

Our transfer agent is Computershare, located at 350 Indiana Street, Suite 800, Golden, Colorado. Computershare’s web address is www.computershare.com. All inquiries may be made at (303) 262-0705.

Book Entry Procedures

The Depository Trust Company, which we refer to herein as DTC, will act as securities depositary for the common stock. We will issue one or more fully registered global securities certificates in the name of DTC’s nominee, Cede & Co. These certificates will represent the total aggregate number of common stock sold in this offering. We will deposit these certificates with DTC or a custodian appointed by DTC. We will not issue certificates to you for the common stock that you purchase, unless DTC’s services are discontinued as described below.

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Title to book-entry interests in the common stock will pass by book-entry registration of the transfer within the records of DTC, as the case may be, in accordance with their respective procedures. Book-entry interests in the securities may be transferred within DTC in accordance with procedures established for these purposes by DTC.

Each person owning a beneficial interest in the common stock must rely on the procedures of DTC and the participant through which such person owns its interest to exercise its rights as a holder of the common stock.

DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under the provisions of Section 17A of the Securities Exchange Act. DTC holds securities that its participants, referred to as Direct Participants, deposit with DTC. DTC also facilitates the settlement among Direct Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Direct Participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly, referred to as “Indirect Participants”. The rules applicable to DTC and its Direct and Indirect Participants are on file with the SEC.

When you purchase the common stock within the DTC system, the purchase must be made by or through a Direct Participant. The Direct Participant will receive a credit for your shares of the common stock on DTC’s records. You, as the actual owner of your shares of common stock, are the “beneficial owner”. Your beneficial ownership interest will be recorded on the Direct and Indirect Participants’ records, but DTC will have no knowledge of your individual ownership. DTC’s records reflect only the identity of the Direct Participants to whose accounts shares of common stock are credited.

You will not receive written confirmation from DTC of your purchase. The Direct or Indirect Participants through whom you purchased the shares of common stock should send you written confirmations providing details of your transactions, as well as periodic statements of your holdings. The Direct and Indirect Participants are responsible for keeping an accurate account of the holdings of their customers like you.

Transfers of ownership interests held through Direct and Indirect Participants will be accomplished by entries on the books of Direct and Indirect Participants acting on behalf of the beneficial owners.

The laws of some states may require that specified purchasers of securities take physical delivery of the shares of common stock in definitive form. These laws may impair the ability to transfer beneficial interests in the global certificates representing the shares of common stock.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

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We understand that, under DTC’s existing practices, in the event that we request any action of holders, or an owner of a beneficial interest in a global security such as you desires to take any action which a holder is entitled to take under our amended and restated articles of incorporation, as amended or supplemented, DTC would authorize the Direct Participants holding the relevant shares to take such action, and those Direct Participants and any Indirect Participants would authorize beneficial owners owning through those Direct and Indirect Participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them.

In those instances where a vote is required, neither DTC nor Cede & Co. itself will consent or vote with respect to the shares of common stock. Under its usual procedures, DTC would mail an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants whose accounts the shares of common stock are credited on the record date, which are identified in a listing attached to the omnibus proxy.

Dividends on the shares of common stock will be made directly to DTC. DTC’s practice is to credit participants’ accounts on the relevant payment date in accordance with their respective holdings shown on DTC’s records unless DTC has reason to believe that it will not receive payment on that payment date.

Payments by Direct and Indirect Participants to beneficial owners such as you will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name.” These payments will be the responsibility of the participant and not of DTC, us or any agent of ours.

DTC may discontinue providing its services as securities depositary with respect to the common stock at any time by giving reasonable notice to us. Additionally, we may decide to discontinue the book-entry only system of transfers with respect to the common stock. In that event, we will print and deliver certificates in fully registered form for the common stock. If DTC notifies us that it is unwilling to continue as securities depositary, or if it is unable to continue or ceases to be a clearing agency registered under the Securities Exchange Act and a successor depositary is not appointed by us within ninety days after receiving such notice or becoming aware that DTC is no longer so registered, we will issue the shares of common stock in definitive form, at our expense, upon registration of transfer of, or in exchange for, such global security.

According to DTC, the foregoing information with respect to DTC has been provided to the financial community for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind.

Initial settlement for the shares of common stock will be made in immediately available funds. Secondary market trading between DTC’s participants will occur in the ordinary way in accordance with DTC’s rules and will be settled in immediately available funds using DTC’s Same-Day Funds Settlement System.

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DISCLOSURE OF COMMISSION POSITION OF

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

The Nevada Private Corporation Act, under which we are organized, 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 shareholders 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 corporation or its shareholders, 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 the Nevada Private Corporation Act. Accordingly, the provisions limiting or eliminating the potential monetary liability of directors permitted by Nevada law apply only to the “duty of care” of directors, i.e., to unintentional errors in their deliberations or judgments and not to any form of “bad faith” conduct.

Our Articles of Incorporation contain a provision which eliminates the personal monetary liability of directors to the extent allowed under Nevada law. Accordingly, a shareholder is able to prosecute an action against a director for monetary damages only if he 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 “negligence” or “gross negligence” in satisfying his duty of care. Nevada law applies only to claims against a director arising out of his role as a director and not, if he is also an officer, his role as an officer or in any other capacity or to his responsibilities under any other law, such as the federal securities laws.

In addition, the articles of incorporation and bylaws provide that we 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 Spheric pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. If a claim for indemnification against such liabilities (other than the payment by us 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, we 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 us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

No pending litigation or proceeding involving one of our directors, officers, employees or other agents as to which indemnification is being sought exists, and we are not aware of any pending or threatened material litigation that may result in claims for indemnification by any such director, officer, employee or other agent.

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WHERE TO GET MORE INFORMATION

It is our intent to become a reporting company under the Securities Exchange Act of 1934, as amended, upon the effectiveness of this prospectus. You may obtain annual, quarterly, and special reports and other information that we file with the Securities and Exchange Commission (“SEC”). You may read and copy any document that we file with the SEC at the SEC’s Public Reference Room, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Electronic filings filed on or after July 1, 1992 are available via the Electronic Data Gathering Analysis and Retrieval System (“EDGAR”) at the public reference facility. The SEC also maintains a web site that contains reports, proxy and information statements and other materials that are filed through EDGAR which can be accessed at http://www.sec.gov.

When we become a reporting company, our filings may also be accessed through the SEC’s website (http://www.sec.gov). We will provide a copy of any or all documents incorporated by reference herein (exclusive of exhibits unless such exhibits are specifically incorporated by reference therein), without charge, to each person to whom this prospectus is delivered, upon written or oral request to Spheric Technologies, Inc., at 4708 East Van Buren Street, Phoenix, Arizona 85008; our telephone number is 602-218-9292 and our web address is www.spherictechnologies.com.

We will furnish record-holders of our securities with annual reports containing financial statements, audited and reported upon by our independent auditors, quarterly reports containing unaudited interim financial information and such other periodic reports as we determine to be appropriate or as may be required by law.

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FINANCIAL STATEMENTS

Spheric Technologies, Inc.

Financial Report

For the Six Months Ended June 30, 2008 (unaudited) and June 30, 2007 and

for the Years Ended December 31, 2007 and 2006

TABLE OF CONTENTS

Financial Statements:

Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Stockholders’ Equity	F-5
Statements of Cash Flows	F-6
Notes to the Financial Statements	F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Spheric Technologies, Inc.

We have reviewed the accompanying interim balance sheet of Spheric Technologies, Inc. as of June 30, 2008 and 2007, and the related interim statements of income, stockholders’ deficit, and cash flows for the six-month period ended June 30, 2008 and 2007. These interim financial statements are the responsibility of the company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

	/s/ Farber Hass Hurley LLP
Granada Hills, CA
October 14, 2008

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Spheric Technologies, Inc.

We have audited the accompanying balance sheets of Spheric Technologies, Inc (A Development Stage Company) as of December 31, 2007 and 2006, and the related statements of income, stockholders’ deficit, and cash flows for each of the years in the three-year period ended December 31, 2007. Spheric Technology Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the 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. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included 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 Spheric Technology Inc. (A Development Stage Company) as of December 31, 2007 and 2006, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Spheric Technology Inc. (A Development Stage Company) will continue as a going concern. As discussed in Note 2 to the financial statements, the company has suffered recurring losses from operations and requires additional financing to continue in operation. These conditions 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 2. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

	/s/ Farber Hass Hurley LLP
Granada Hills, CA
October 14, 2008

F-2

SPHERIC TECHNOLOGIES, INC.

BALANCE SHEETS

June 30, 2008 and 2007 (Unaudited) and

December 31, 2007 and 2006 (Audited)

	JUNE 30,						DECEMBER 31,
	2008			2007			2007			2006
	(Unaudited)			(Unaudited)			(Audited)			(Audited)
ASSETS
Current assets
Cash and cash equivalents	$	430,974		$	30		$	39,653		$	9,292
Accounts receivable		—			33,889			4,095			—
Prepaid expenses		—			—			505			—
Inventory parts		6,442			—			—			—
Total current assets		437,416			33,919			44,253			9,292
Property and equipment, net		79,250			28,544			90,236			57,835
Deposits		4,095			37,292			452			36,714
Patent costs, net		131,413			178,757			151,483			183,931
Total assets	$	652,174		$	278,512		$	286,424		$	287,772
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	59,881		$	57,277		$	56,399		$	38,716
License fees payable, current portion		25,000			50,248			25,000			60,495
Payroll taxes		55,943			25,909			43,757			25,909
Related party payables		627,600			567,593			652,738			467,993
Total current liabilities		768,424			701,027			777,894			593,113
License fee payable, net of current portion		—			—			—			15,000
Total liabilities		768,424			701,027			777,894			608,113
Shareholders’ deficit
Preferred stock, $0.001 par value, 5,000,000 shares authorized, Series A 520,000 shares issued and outstanding at June 30, 2007 and December 31, 2006, respectively		—			520			—			520
Common stock, $0.001 par value, 55,000,000 shares authorized, 4,837,450, 2,520,000, 3,877,450 and 2,325,000 shares issued and outstanding at June 30, 2008 and 2007, and December 31, 2007 and 2006, respectively		4,837			2,520			3,877			2,325
Additional paid in capital		2,307,975			1,234,607			1,482,250			1,060,816
Accumulated deficit		(2,429,062	)		(1,660,162	)		(1,977,597	)		(1,384,002	)
Total shareholders’ deficit		(116,250	)		(422,515	)		(491,470	)		(320,341	)
Total liabilities and shareholders’ deficit	$	652,174		$	278,512		$	286,424		$	287,772

See accompanying notes to financial statements

F-3

SPHERIC TECHNOLOGIES, INC.

STATEMENTS OF OPERATIONS

For the Six Months Ended June 30, 2008 and 2007 (Unaudited) and

Years Ended December 31, 2007 and 2006 (Audited)

	JUNE 30,						DECEMBER 31,
	2008			2007			2007			2006
	(Unaudited)			(Unaudited)			(Audited)			(Audited)
Revenue	$	—		$	104,764		$	104,764		$	—
Cost of sales		—			82,542			83,452			—
Gross profit		—			22,222			21,312			—
Operating expenses
Research and development		14,990			944			15,384			88,738
Consulting fees, research		58,500			64,350			139,000			74,979
Consulting fees, management		210,914			103,850			178,960			170,000
General and administrative		121,562			76,645			159,663			99,470
Rent		12,000			12,000			24,000			24,000
Depreciation and amortization		32,843			39,985			101,207			79,093
Interest and finance charges		717			618			1,437			1,280
		451,526			298,392			619,651			537,560
Net loss from operations		(451,526	)		(276,170	)		(598,339	)		(537,560	)
Other income		63			10			4,744			—
Net loss	$	(451,463	)	$	(276,160	)	$	(593,595	)	$	(537,560	)
Earnings per share, basic and diluted	$	(0.11	)	$	(0.11	)	$	(0.23	)	$	(0.23	)
Weighted average shares		4,186,842			2,412,403			2,543,870			2,297,877

See accompanying notes to financial statements.

F-4

SPHERIC TECHNOLOGIES, INC

STATEMENTS OF SHAREHOLDERS’ DEFICIT

For the Six Months Ended June 30, 2008 (Unaudited) and

Years Ended December 31, 2007 and 2006 (Audited)

	Preferred Stock					Common Stock			Additional Paid in Capital			Accumulated Deficit			Stock Subscription			Total
	Shares		Amount			Shares	Amount
Balance at December 31, 2005	520,000		$	520		2,250,000	$	2,250	$	992,493		$	(846,442	)	$	(175	)	$	148,646
Stock issued in private placement	—			—		75,000		75		74,925			—			—			75,000
Costs incurred in stock offering	—			—		—		—		(6,602	)		—			—			(6,602	)
Collection of stock subscription	—			—		—		—		—			—			175			175
Net loss for the year ended December 31, 2006	—			—		—		—		—			(537,560	)		—			(537,560	)
Balance at December 31, 2006	520,000			520		2,325,000		2,325		1,060,816			(1,384,002	)		—			(320,341	)
Stock issued in private placement	—			—		492,200		492		491,708			—			—			492,200
Costs incurred in stock offering	—			—		—		—		(69,734	)		—			—			(69,734	)
Conversion of preferred stock to common stock	(520,000	)		(520	)	1,060,250		1,060		(540	)		—			—			—
Net loss for the year ended December 31, 2007	—			—		—		—		—			(593,595	)		—			(593,595	)
Balance at December 31, 2007	—			—		3,877,450		3,877		1,482,250			(1,977,597	)					(491,470	)
Stock issued in private Placement	—			—		925,000		925		924,075			—			—			925,000
Stock issued in warrant exercise	—			—		35,000		35		34,965			—			—			35,000
Costs incurred in stock offering	—			—		—		—		(113,315	)		—			—			(113,315	)
Net loss for the six months ended June 30, 2008	—			—		—		—		—			(451,463	)		—			(451,463	)
Balance at June 30, 2008	—		$	—		4,837,450	$	4,837	$	2,307,975		$	(2,429,062	)	$	—		$	(116,248	)

See accompanying notes to financial statements.

F-5

SPHERIC TECHNOLOGIES, INC

STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2008 and 2007 (Unaudited)

Years Ended December 31, 2007 and 2006 (Audited)

	JUNE 30,						DECEMBER 31,
	2008			2007			2007			2006
	(Unaudited)			(Unaudited)			(Audited)			(Audited)
Cash flows from operating activities:
Net loss	$	(451,463	)	$	(276,160	)	$	(593,595	)	$	(537,560	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		32,843			39,985			101,207			79,093
Loss on disposition of equipment		—			—			1,426			10,227
Increase (decrease) in cash resulting from changes in:
Accounts receivable		4,095			(33,889	)		(4,095	)		—
Deposits and other assets		(9,580	)		(578	)		35,757			(32,875	)
Accounts payable and accrued expenses		3,482			18,561			17,683			16,916
Payroll taxes		12,186			—			17,848			12,735
Net cash used in operating activities		(408,437	)		(252,081	)		(423,769	)		(451,464	)
Cash flows from investing activities:
Purchase of property and equipment		(1,789	)		—			(94,895	)		(1,511	)
Patent costs		—			(5,520	)		(7,691	)		(39,198	)
Net cash used in investing activities		(1,789	)		(5,520	)		(102,586	)		(40,709	)
Cash flows provided by financing activities:
Issuance of common stock		826,685			173,986			422,466			68,398
Payment of licensing fee		—			(25,247	)		(50,495	)		(25,247	)
Collection of stock subscription		—			—			—			175
Proceeds from (payments of) notes payable		(25,138	)		36,000			66,145			—
Proceeds from Founder’s loan		—			63,600			118,600			447,000
Net cash provided by financing activities		801,547			248,339			556,716			490,326
Net change in cash and cash equivalents		391,321			(9,262	)		30,361			(1,847	)
Cash and cash equivalents, beginning of period		39,653			9,292			9,292			11,139
Cash and cash equivalents, end of period	$	430,974		$	30		$	39,653		$	9,292
Supplemental disclosure of cash flow information
Interest paid	$	717		$	618		$	1,437		$	1,280
Non-cash investing and financing activities
Acquisition of licenses and permits	$	—		$	—		$	—		$	100,742

See accompanying notes to financial statements.

F-6

SPHERIC TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2008

UNAUDITED

NOTE 1. NATURE OF OPERATIONS

Organization

Spheric Technologies, Inc. (the “Company”) was incorporated in the state of Arizona on February 18, 2004. From February 1, 2004 to December 31, 2007, the Company was a development stage enterprise. The Company is not currently listed on any stock exchange.

Nature of Operations

The Company is the exclusive distributor in North and South America for high efficiency industrial microwave furnaces produced by a manufacturer in China and has sublicensed certain intellectual property relating to the microwave sintering of powdered metals and ceramics to produce industrial components or parts. It became a Nevada corporation on July 17, 2008 under a plan of conversion in which it transferred its domicile from Arizona to Nevada.

NOTE 2. BASIS OF PRESENTATION

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has generated limited revenue and has incurred operating losses of $2,429,062 at June 30, 2008. The Company is continuing its attempt to raise additional capital through this initial public offering. From July 1, 2008 to August 31, 2008, the Company has raised an additional $15,400 from a private placement. Additionally, management has indicated its intention to fund operating shortfalls in order to fund future research and working capital. If the Company is unsuccessful with the offering and is unable to fund operating shortfalls, the Company will be required to modify its plans, which may impact its ability to continue current operations.

The private placement memorandum and the initial public offering prospectus disclose various risks to potential investors, including but not limited to: competition within the Company’s industry, the ability to raise sufficient capital, the ability to commercialize its production processes and to attract and retain customers to generate revenue and achieve profitable operations.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates.

Concentration of Credit Risk

Currently, the Company has no financial instruments that would potentially subject it to concentrations of credit risk.

Revenue Recognition

Revenue is recognized upon shipment of product. Estimated returns and allowances are accrued at the time of sale. The Company has warranted equipment sold for a period of up to two years. To date, all warranty issues have been covered by the manufacturer. Management does not expect to incur any costs related to the warranty at June 30, 2008.

Shipping and Handling Charges

The Company records shipping and handling charges, which are invoiced to customers with actual shipping and handling costs recorded as part of its cost of goods sold in the Statement of Operations.

Advertising Costs

Advertising and promotional costs are expensed as incurred. Advertising and promotional expenses were $7,197 and $9,170 for the six months ended June 30, 2008 and 2007, respectively, and $11,169 and $1,831 for the years ended December 31, 2007 and 2006, respectively.

F-7

SPHERIC TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2008

UNAUDITED

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Research and Development Expenses

Research and development costs are expensed as incurred.

Income Taxes

The Company accounts for income taxes under the provisions of SFAS No. 109. “Accounting for Income Taxes,” whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between bases used for financial reporting and income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

On July 2006, FASB Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 (“Fin 48”) was issued. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. It also 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. The adoption of FIN 48 had no material impact on the Company’s results of operations, financial condition or cash flows.

Stock-Based Compensation

The Company adopted the provisions of SFAS 123(R), Share-based Payments, in June, 2008, with the adoption of the Company’s Stock Option Plan. Accordingly, compensation costs for all share-based awards to employees are measured based on the grant date fair value of those awards and recognized over the period during which the employee is required to perform services in exchange for the award (generally over the vesting period of the award). The Company has no outstanding employee options or share-based payment awards with market or performance conditions. The implementation of SFAS 123(R) did not have a material effect on the Company’s financial statements.

Quantifying Misstatements

In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB No. 108”), which provides interpretive guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. SAB No.108 requires registrants to quantify misstatement using both the balance sheet and income statement approaches and to evaluate whether either approach results in quantifying an error that is material based on relevant quantitative and qualitative factors. This guidance is effective for the first fiscal period ending after November 15, 2006. The adoption of SAB No. 108 did not have a material effect on the Company’s results of operations, financial condition or cash flows.

Loss per Share

Basic EPS is computed as net loss is based on weighted average shares outstanding. The potential common shares that can be issued total 1,457,200 and 1,275,820 at June 30, 2008 and 2007, respectively, and 567,200 and 1,040,000 at December 31, 2007 and 2006, respectively.

Cash and Cash Equivalents

Cash and cash equivalents include money market funds which are carried at cost, plus accrued interest, which approximates market. The Company does not believe that it is subject to any unusual credit or market risk. All cash and cash equivalents have an original maturity of three months or less.

F-8

SPHERIC TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2008

UNAUDITED

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Trade Accounts Receivable

Trade accounts receivable are recorded on shipment of products to customers and are generally due net 30 days. The trade receivables are not collateralized and interest is not accrued on past due accounts. Periodically, management reviews the adequacy of its provision for doubtful accounts based on historical bad debt expense results and current economic conditions using factors based on the aging of its accounts receivable. Additionally, the Company may identify additional allowance requirements based on indications that a specific customer may be experiencing financial difficulties. Actual bad debt results could differ materially from these estimates. At June 30, 2008 and 2007, no allowance for doubtful accounts was considered necessary. At December 31, 2007 and 2006, no allowance for doubtful accounts was considered necessary.

Inventory parts

Inventories consist principally of parts and are stated at cost, based upon the specific identification method.

Property and Equipment

Property and equipment are depreciated over their estimated useful lives using the straight-line method over three to five years. Additions are capitalized when acquired. The cost of maintenance and repairs is charged to expense as incurred.

Patents

Patents are being amortized, on a straight-line basis, over their estimated useful lives of five years.

Reclassifications

Certain prior year amounts in the accompanying financial statements have been reclassified to conform to the current year’s presentation.

Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” The Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements, and does not require any new fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements. The Statement is effective for the fiscal years beginning after November 15, 2007. The Company is assessing SFAS No. 157 and has not determined the impact of its the adoption of SFAS No. 157 will have its results of operations or financial position, but expects it will not have a material effect on its financial statements.

NOTE 4. PROPERTY AND EQUIPMENT

Property and equipment consists of the following at June 30, 2008 and 2007 and December 31, 2007, and 2006.

	June 30,				December 31,
	2008		2007		2007		2006
Computers and office equipment	$	21,273	$	21,273	$	21,273	$	21,273
Office furniture		6,105		6,105		6,105		6,105
Machinery		104,612		10,878		102,823		10,878
Tenant improvements		144,880		144,880		144,880		144,880
		276,870		183,136		275,081		183,136
Less: accumulated depreciation		197,619		154,592		184,845		125,301
	$	79,251	$	28,544	$	90,236	$	57,835

During the six months ended June 30, 2008 and 2007, depreciation expense totaled $12,773 and $29,290, respectively. During the years ended December 31, 2007 and 2006 depreciation expense totaled $61,069 and $64,628, respectively.

F-9

SPHERIC TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2008

UNAUDITED

NOTE 5. INTANGIBLE ASSETS

Intangible assets consist of licenses and licensing agreements, as well as trademark and other intellectual rights. The Company is amortizing these intangible assets over their useful lives. Amortization expense at June 30, 2008 and 2007 was $20,070 and $10,695, respectively. Amortization expense at December 31, 2007 and 2006 was $40,162 and $14,466, respectively.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Leases

The Company entered into a three-year lease agreement with its president for office and laboratory space in Phoenix, Arizona. The lease expired on November 15, 2007, and was subsequently renewed for one year. The lease requires monthly rents of $2,000 through November 14, 2008. The lease also contains a renewal option and requires the Company to pay all utility, insurance and maintenance costs. Rent expense for the six months ended June 30, 2008 and 2007 was $12,000 and $12,000, respectively, and for the years ended December 31, 2007 and 2006 was $24,000 and $24,000, respectively.

The Company also has operating leases for a copier (five year lease) and a telephone system (three year lease). The leases require monthly payments of $480 and the company is required to pay all operating expenses associated with the leases. Equipment rental expense totaled $3,388 and $5,558 for the six months ended June 30, 2008 and 2007 and $9,965 and $11,615 for the years ended December 31, 2007 and 2006, respectively.

The Company’s future annual minimum lease payments as of June 30, 2008 are as follows:

Year Ending December 31,
2008	$	11,879
2009		5,759
2010		4,670
2011		1,404
2012		1,053
	$	24,765

Litigation

As of June 30, 2008, there were no claims filed against the Company. However, the Company may, during its normal course of business, be subject from time to time to disputes and to legal proceedings against it.

NOTE 7. STOCK AND WARRANT TRANSACTIONS

Preferred Stock

During 2004, the Board authorized the issuance of up to 875,000 shares of Series A Preferred Stock. The preferred stock had voting rights, liquidation preferences and cumulative dividend rights of 8% per year. The dividends were payable quarterly once net income exceeded $250,000 per year. The preferred stock was redeemable at prices ranging from $2.30 to $2.50 per share plus accrued dividends after two years at the Company’s option. A warrant to purchase a share of the Company’s common stock was also issued with each share.

All of the Company’s outstanding preferred shares and cumulative unpaid dividends on those shares were converted to 1,060,250 shares of common stock on December 31, 2007. The 520,000 preferred shares were converted at a ratio of 1:2 and $20,250 of unpaid dividends were converted on a 1:1 basis. A total of $208,893 of unpaid dividends were not converted and were forgiven by the Company’s president.

Common Stock

In connection with its private offering, the Company issued 960,000 and 195,000 shares in the six months ended June 30, 2008 and 2007, respectively, and 492,200 and 75,000 shares in the years ended December 31, 2007 and 2006, respectively.

F-10

SPHERIC TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2008

UNAUDITED

NOTE 7. STOCK AND WARRANT TRANSACTIONS (continued)

Stock Option Issuances

In 2007 and 2006, there were no options granted.

In June, 2008, the Company approved the adoption of its 2008 Stock Option Plan (the “Plan”) by which the Company’s Board of Directors may grant options to purchase Company common stock to the Company’s officers, employees, directors and consultants. The Plan reserves 1,500,000 shares of the Company’s common stock for issuances. The expense price under the plan may not be less than 100% of the fair market value of the Company’s common stock on the date of grant. As of June 30, 2008, no options had been granted under the Plan. Subsequently, 51,500 options were granted to certain directors and employees as of July 31, 2008.

Warrants

In connection with the Company’s private offerings, it sold units composed of equity and warrants exercisable to purchase one share of common stock at $1.00. These warrants have a five year exercise period, with the last warrant to expire June, 2013. The following table summarizes the activity of the warrants related to the private offerings:

	Six Months Ended		Year Ended
	June 30, 2008	June 30, 2007	December 31, 2007	December 31, 2006
Beginning balance, December 31	1,087,200	595,000	595,000	520,000
Issued	490,000	195,000	492,200	75,000
Exercised	35,000	—	—	—
Forfeited	—	—	—	—
Expired	—	—	—	—
Outstanding at end of period	1,542,200	790,000	1,087,200	595,000

NOTE 8. PROVISION FOR INCOME TAXES

No provision for income taxes was recorded for either the six months ended June 30, 2008 and 2007 or for the years ended December 31, 2007 and 2006 since the Company generated both book and tax losses. A valuation allowance has been established to offset the benefit of any deferred tax assets since the Company has not yet achieved a history of profitable operations. The Company’s deferred tax assets consist of the following:

	Six Months Ended						Year Ended
	June 30, 2008			June 30, 2007			December 31, 2007			December 31, 2006
Net operating loss carryforward	$	2,429,000		$	1,660,000		$	2,021,000		$	1,384,000
Estimated deferred tax benefit	$	971,600		$	664,000		$	808,400		$	553,600
Valuation allowance		(971,600	)		(664,000	)		(808,400	)		(553,600	)
	$	—		$	—		$	—		$	—
Provision for income tax benefits were as follows:
Tax benefit, at statutory rates	$	(202,300	)	$	(110,400	)	$	(255,000	)	$	(215,000	)
Increase in valuation allowance		202,300			110,400			255,000			215,000
	$	—		$	—		$	—		$	—

At June 30, 2008, the Company had net operating carryforwards for federal purposes that expire in various years through 2028 and for state purposes that expire in various years through 2013. The extent to which these loss carryforwards can be used to offset future taxable income may be limited.

F-11

SPHERIC TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2008

UNAUDITED

NOTE 9. RELATED PARTY TRANSACTIONS

The Company’s president and principal shareholder advanced substantial portions of the Company’s start-up and development expenses. As of June 30, 2008, the president had advanced funds totaling $565,600 for the Company’s operations, which advances are represented by non-interest bearing promissory notes due December 31, 2008. In 2005, expenses and advances which totaled $559,500 were converted to preferred stock.

The Company has consulting agreements with various key personnel, including its president, vice president and secretary. During the six months ended June 30, 2008 and 2007, the Company paid $162,833 and $,139,000, respectively, to various stockholders and officers for consulting services. For the years ended December 31, 2007 and 2006, the Company paid $259,000 and $170,000, respectively, to various stockholders and officers for consulting services. The Company may be exposed to claims from taxing authorities that the officers are employees. As such, the Company has recorded an estimate for potential payroll taxes.

The Company’s credit card liability is guaranteed by the Company’s president, which amounted to $9,645 and $7,382 at June 30, 2008 and 2007, respectively, and $13,923 and $10,176 at December 31, 2007 and 2006, respectively.

Notes payable, related party consists of advances of $62,000 from certain officers of the Company. These amounts due to related parties are unsecured and non-interest bearing.

The Company leased a portion of its office space and storage to another company generating rental revenue of $6,160 in 2007. The owner of the other company is related to the Company’s president.

During 2006, the president of the Company acquired the stock of another stockholder. The agreement provides for the transfer of certain licenses to the Company and certain equipments to the retiring shareholder. The equipment had a net book value of $10,227.

NOTE 10. LICENSING AGREEMENT

The Company has entered into a licensing agreement with The Penn State Research Foundation (PSRF) effective July 20, 2006. The agreement grants the Company the exclusive right to use the intellectual property contained in certain patents owned by PSRF.

In consideration of the rights granted under the agreement, the Company is to pay a non-refundable fee of $10,000 which was due on December 20, 2007 and $15,000 due on July 20, 2008. All fees were paid in July, 2008. In addition, the Company is to pay a running royalty of 3% of net sales, with the following minimum payments:

Year ending December 31:
2009	$	25,000
2010-2012		50,000
2013-2016		100,000
2016 until end of license agreement term		250,000

The Company is also to pay royalties on a percentage of all sublicense revenue according to the following schedule:

2008	10	%
2009	15	%
2010 until end of license agreement term	20	%

The Company is to reimburse PSRF for all reasonable and ordinary fees and external costs incurred relating to the filing, prosecution, and maintenance of patents. For those expenses that PSRF has already incurred, the Company paid PSRF $0 and $25,247 for the six months ended June 30, 2008 and 2007, respectively, and $50,495 and $25,247 during the years ended December 31, 2007 and 2006, respectively.

F-12

SPHERIC TECHNOLOGIES, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2007

1. NATURE OF OPERATIONS

Organization

Spheric Technologies, Inc. (the “Company”) was incorporated in the State of Arizona on February 18, 2004. It became a Nevada corporation on July 17, 2008 under a plan of conversion in which it transferred its domicile from Arizona to Nevada.

Nature of operations

The Company intends to develop, market and distribute industrial microwave furnaces and technology for the sintering of powdered metals and advanced ceramic powders in North and South America. The Company also developed production processes for high purity ceramic powders (metal oxides and nitrides).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates.

Revenue recognition

Revenue from sales of equipment is recognized upon shipment of product. Estimated returns and allowances are accrued at the time of sale.

Research and development

Research and development costs are expensed as incurred.

Cash and cash equivalents

Cash equivalents include highly liquid debt instruments and other short-term investments with an original maturity of three months or less.

Accounts receivable

Accounts receivable consist of unsecured trade receivables from one customer and are recorded based upon the outstanding invoice balance. Receivables considered to be uncollectible are written off. At December 31, 2007 and 2006, no allowance for doubtful accounts is considered necessary.

Inventory

Inventories are stated at cost, based upon the specific identification method.

Property and equipment

Property and equipment are recorded at cost. Depreciation is being computed over three to five years on the straight-line method based upon the shorter of the estimated useful lives of the assets or the term of the lease.

Patents

Patents are being amortized, on a straight-line basis, over their estimated useful lives of five years.

F-13

SPHERIC TECHNOLOGIES, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2007

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Advertising

Advertising costs are being expensed as incurred. Advertising costs for the years ended, December 31, 2007 and 2006, were $11,169 and $1,831, respectively.

Warranty obligation

The Company has warranted equipment sold for a period up to two years. To date, all warranty issues have been covered by the manufacturer. Management does not expect to incur any costs related to the warranty at December 31, 2007 or 2006.

Income taxes

The Company accounts for income taxes under the provisions of SFAS No. 109. “Accounting for Income Taxes,” whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between bases used for financial reporting and income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

On July 2006, FASB Interpretation (FIN) No. 48, “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109” (“Fin 48”) was issued. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. It also 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. The Company does not believe the implementation of Fin 48 has a material affect on its results of operations, financial condition or cash flows.

Loss per share

Basic Loss per Share is computed as net loss, divided by the weighted average shares outstanding during the period. The potential common shares that can be issued total 1,524,000 at both December 31, 2007 and 2006. The number of potential shares to be issued are related to the exercise of all outstanding warrants and options.

Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” The Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements, and does not require any new fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements. The Statement is effective for the fiscal years beginning after November 15, 2007. The Company is assessing SFAS No. 157 and has not determined the impact of it’s the adoption of SFAS No. 157 will have its results of operations or financial position, but expects it will not have a material effect on its financial statements.

Reclassifications

Certain prior year amounts in the accompanying financial statements have been reclassified to conform to the current year’s presentation.

F-14

SPHERIC TECHNOLOGIES, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2007

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Quantifying Misstatements

In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108, Considering Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB No. 108”), which provides interpretive guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. SAB No. 108 requires registrants to quantify misstatement using both the balance sheet and income statement approaches and to evaluate whether either approach results in quantifying an error that is material based on relevant quantitative and qualitative factors. This guidance is effective for the first fiscal period ending after November 15, 2006. The adoption of SAB No. 108 did not have a material effect on the Company’s results of operations, financial condition or cash flows.

Recent Pronouncements and Accounting Changes

In December 2007, the FASB issued SFAS No. 141(revised 2007), “Business Combinations” (“SFAS No. 141R”). SFAS No. 141R will significantly change the accounting for business combinations in a number of areas, including the treatment of contingent consideration, contingencies, acquisition costs, in-process research and development and restructuring costs. SFAS No. 141R includes an amendment to SFAS No. 109, “Accounting for Income Taxes.” This statement is effective for fiscal years beginning after December 15, 2008. The Company is assessing the impact of SFAS No. 141R and has not determined whether it will have a material impact on the Company’s results of operations or financial position.

In February 2007, the FASB issued SFAS No. 159, which permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS No. 159 also includes an amendment to SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities” which applies to all entities with available-for-sale and trading securities. This Statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company is assessing the impact of SFAS No. 159 and has not determined whether it will have a material impact on the Company’s results of operations or financial position.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” The Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements, and does not require any new fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements. The Statement is effective for the fiscal years beginning after November 15, 2007. In February 2008, the FASB issued FSP FAS No. 157-1 and FSP FAS No. 157-2. FSP FAS No. 157-1 amends SFAS No. 157, “Fair Value Measurements” to exclude SFAS No. 13, “Accounting for Leases,” and other accounting pronouncements that address fair value measurements for purposes of lease classification or measurement under SFAS No. 13. FSP FAS No. 157-2 delays the effective date of SFAS 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of this FSP. The Company is assessing SFAS No. 157 and FSP FAS No. 157-1 and 157-2 and has not determined the impact the adoption of SFAS No. 157 will have its results of operations or financial position.

F-15

SPHERIC TECHNOLOGIES, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2007

3. BASIS OF PRESENTATION

Although we believe we may derive revenues in the future from our product offerings, and are currently endeavoring to develop our offerings into marketable products, we have not done so to date with any material success. As such, we are in the development stage and consequently are subject to the risks associated with development stage companies, including the need for additional financings, the uncertainty that our development initiatives will produce successful commercial products as well as the uncertainty of marketing and customer acceptance of such products.

Through December 31, 2007, the Company has generated limited revenue and has incurred operating losses of $2,021,317. The Company is continuing its attempt to raise additional capital through private placements and an initial public offering. The private placements were of units composed of common stock and warrants. Additionally, management has indicated its intention to fund operating shortfalls in order to fund future research and working capital. If the Company is unsuccessful with the offering and management is unable to fund operating shortfalls, the Company will be required to modify its plans, which may impact its ability to continue current operations.

The private placement memorandum and initial public offering disclose various risks to potential investors, including but not limited to: competition within the Company’s industry, the ability to raise sufficient capital, the ability to commercialize its production processes and to attract and retain customers to generate revenue and achieve profitable operations.

These financial statements are prepared on a going concern basis that contemplates the realization of assets and discharge of liabilities in the normal course of business. We have incurred net operating losses and negative cash flows from operations. At December 31, 2007 and 2006, we had a deficit accumulated in the development stage of $2,021,317 and $1,384,002, respectively.

It is not possible to predict the success of our efforts to achieve profitability. If we are unable to meet our goals or obtain additional financing, we may find it necessary to undertake other actions as may be appropriate if we are to continue operations and meet our commitments.

4. PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31, 2007 and 2006:

	December 2007		December 2006
Computers and Office Equipment	$	21,273	$	21,273
Office Furniture		6,105		6,105
Machinery		102,823		10,878
Tenant Improvements		144,880		144,880
		275,081		183,136
Less: Accumulated Depreciation		184,845		125,301
	$	90,236	$	57,835

F-16

SPHERIC TECHNOLOGIES, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2007

5. STOCK TRANSACTIONS

Preferred Stock

During 2004, the Board authorized the issuance of up to 962,500 shares of Series A Preferred Stock. The preferred stock has voting rights, liquidation preferences and cumulative dividend rights of 8% per year. The dividends are payable quarterly, once net income has exceeded $250,000 per year. The preferred stock is redeemable at prices ranging from $2.30 to $2.50 per share plus accrued dividends after two years at the Company’s option.

Effective December 31, 2007, all preferred stock and $20,250 of unpaid dividends were converted to 1,040,000 shares of common stock. The Company’s president forgave his right to dividends, totaling approximately $200,000.

Cumulative unpaid dividends on preferred stock totaled $221,143 and $137,943 at December 31, 2007 and 2006, respectively, prior to conversion.

Common Stock

The Company has issued units under its private placement at a price of $1.00 per unit. Each unit consists of one common share and one redeemable common stock purchase warrant exercisable to purchase one share of common stock at a price of $1.00 per share. The warrants are exercisable for 5 years from their dates of issue. 492,200 and 75,000 shares were issued under this offering during the years ended December 31, 2007 and 2006, respectively.

The warrants expire as follows:

Year ended December 31,	2007	2006
2011	75,000	75,000
2012	492,200	—
Total warrants outstanding	567,200	75,000

6. LEASE COMMITMENTS

The Company entered into a three-year lease agreement with an affiliate of its president for office and laboratory space in Phoenix, Arizona. The lease expired on November 15, 2007 and was subsequently renewed for one year. The lease requires monthly rents of $2,000 through November 14, 2008. The lease contains a renewal option and requires the Company to pay all utility, insurance and maintenance costs. Rent expense was $24,000 for the years ended December 31, 2007 and 2006, respectively.

In 2007, the Company signed new lease agreements on a copier and telephone system. The copier is under a five-year operating lease agreement and the telephone system a three-year operating lease agreement. The copier lease requires monthly payments of $117 per month and the phone system requires monthly payments of $363 per month. The Company is required to pay all operating expenses associated with the leases. Equipment rental expense totaled $9,965 and $11,615 for the years ended December 31, 2007 and 2006, respectively.

F-17

SPHERIC TECHNOLOGIES, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2007

6. LEASE COMMITMENTS (continued)

Future minimum lease obligations at December 31, 2007 are as follows:

Year ending December 31
2008	$	19,319
2009		5,759
2010		4,307
2011		1,404
2012		1,053
	$	31,842

7. INCOME TAXES

Substantially all expenses, except for research and development, have been capitalized as-start up costs and will be amortized over five years beginning in 2007. Start-up costs and net operating loss carry forwards totaled approximately $2,021,000 and $1,384,002 at December 31, 2007 and 2006, respectively. Research and development have also been used to generate approximately $13,000 in tax credits for federal income tax purposes that may be carried forward to future years.

Net operating loss carry forwards will be available to reduce future taxable income for 20 years for federal purposes and 5 years for state tax purposes. The utilization of net operating loss and R & D credit carry forwards could be impaired if there is a significant change in the ownership of the Company.

A valuation allowance has been established to offset the benefit of any deferred tax assets since the Company has not yet achieved a history of profitable operations. The valuation allowance increased by approximately $247,000 and $207,000 in 2007 and 2006, respectively, using an arbitrary effective tax rate of 38.6% which is the maximum federal and state effective tax rate. The Company’s effective tax rate may be different than 38.6% once the Company begins to pay income taxes.

8. RELATED PARTY TRANSACTIONS

The Company’s president and principal stockholder advanced substantial portions of its start-up and development expenses. As of December 31, 2007 and 2006, the president had advanced funds totaling $565,600 and $447,000, respectively, for the Company’s operations. In 2005, he converted the expenses and advances which totaled $559,500 into preferred stock. At December 31, 2007 the Company owed its president $565,600 for advances he made to it, which advances are represented by non-interest bearing notes in the principal amounts of $447,000 (originally due and payable December 31, 2006, extended to December 31, 2008), $63,600 (originally due and payable March 31, 2007, extended to December 31, 2008), and $55,000 (due and payable March 31, 2008, extended to December 31, 2008).

The Company has independent contractor agreements with various key personnel, including its president, vice president and secretary. During the years ended December 31, 2007 and 2006, the Company paid $259,000 and $170,000, respectively, to various stockholders and officers for services under these agreements. The Company may be exposed to claims from taxing authorities that the officers are employees. As such, the Company has recorded an estimate for potential payroll taxes.

The Company’s credit card liability is guaranteed by its president.

Notes payable, related party consists of advances of $87,138 from certain officers of the Company. These amounts due to related parties are unsecured and non-interest bearing.

F-18

SPHERIC TECHNOLOGIES, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2007

8. RELATED PARTY TRANSACTIONS (continued)

The Company paid $144,880 for improvements to the property leased from an affiliate of an officer of the Company.

The Company leased a portion of its office space and storage to another company generating rental revenue of $6,160 in 2007. The owner of the other company is related to the Company’s president.

During 2006, the President purchased the common stock owned by another stockholder. The agreement provides for the transfer of certain licenses to the Company and certain equipment to the retiring shareholder. The equipment had a net book value of $10,227.

9. LICENSE AGREEMENT

The Company has entered into a licensing agreement with The Penn State Research Foundation (PSRF) effective July 20, 2006. The agreement grants the Company exclusive right and license to certain patents owned by PSRF.

In consideration of the rights granted under the agreement, the Company is to pay a non-refundable fee of $10,000 which was due on December 20, 2007 and $15,000 due on July 20, 2008. In addition, the Company is to pay a running royalty of 3% of net sales, with the following minimum payments:

Year ending December 31
2009	$	25,000
2010 – 2012		50,000
2013 – 2016		100,000
2016 until the end of the term of the License Agreement		250,000

The Company is to also pay royalties on a percentage of all sublicense revenue according to the following schedule:

Year ending December 31
2008	10	%
209	15	%
2010 until the end of the term of the License Agreement	20	%

The Company is to reimburse PSRF for all reasonable and ordinary fees and external costs, incurred, relating to the filing, prosecution, and maintenance of the patents. For those expenses that PSRF has already incurred, the Company paid PSRF $0 and $50,495 in 2008 and 2007, respectively.

The Company is to also pay royalties on a percentage of all sublicense revenue according to the following schedule:

Year ending December 31
2008	10	%
2009	15	%
2010 until the end of the term of the License Agreement	20	%

The Company is to reimburse PSRF for all reasonable and ordinary fees and external costs, incurred, relating to the filing, prosecution, and maintenance of the patents. For those expenses that PSRF has already incurred, the Company paid PSRF $0 and $50,495 in 2008 and 2007, respectively.

F-19

No dealer, salesman or any other person has been authorized to give any information or to make any representation not contained in this prospectus in connection with the offer made by this prospectus. If given or made, such information or representation must not be relied upon as having been authorized by Spheric. This prospectus does not constitute an offer of any securities other than the registered securities to which it relates or an offer to any person in any jurisdiction in which such an offer would be unlawful. Neither delivery of this prospectus nor any sale made hereunder shall under any circumstances create an implication that information contained herein is correct as of any time subsequent to the date of this prospectus.

Until                     , all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

SPHERIC TECHNOLOGIES, INC.

Minimum of 1,000,000 shares of common stock and a

Maximum of 1,333,334 shares of common stock

$     per share

PROSPECTUS

                    , 2008

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Other Expenses of Issuance and Distribution.

The following table sets forth the estimated costs and expenses of Spheric in connection with the offering described in the registration statement.

Securities and Exchange Commission Registration Fee	$	—
Legal Fees and Expenses		125,000
Accounting Fees and Expenses		20,000
Other Expenses		5,000
Total Expenses	$	150,000

Indemnification of Directors and Officers.

The Nevada Private Corporation Act, under which we are organized, permits the inclusion in the articles of incorporation of a provision limiting or eliminating the potential monetary liability of directors to a corporation or our shareholders 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 corporation or its shareholders, 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 the Nevada Private Corporation Act. Accordingly, the provisions limiting or eliminating the potential monetary liability of directors permitted by the Law apply only to the “duty of care” of directors, i.e., to unintentional errors in their deliberations or judgments and not to any form of “bad faith” conduct.

Our Articles of Incorporation contain a provision which eliminates the personal monetary liability of directors to the extent allowed under Nevada law. Accordingly, a shareholder is able to prosecute an action against a director for monetary damages only if he 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 “negligence” or “gross negligence” in satisfying his duty of care. The Law applies only to claims against a director arising out of his role as a director and not, if he is also an officer, his role as an officer or in any other capacity or to his responsibilities under any other law, such as the federal securities laws.

In addition, our Articles of Incorporation and Bylaws provide that we 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 our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons 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, we 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 us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-1

No pending litigation or proceeding involving one of our directors, officers, employees or other agents as to which indemnification is being sought exists, and we are not aware of any pending or threatened material litigation that may result in claims for indemnification by any director, officer, employee or other agent.

Recent Sales of Unregistered Securities

From December 2004 to December 2005, we sold 520,000 units at a price of $2.00 per unit to individual investors in a private placement, raising gross proceeds of $1,040,000. Each unit consisted of one share of Series A Convertible Preferred Stock (the “Preferred Stock”) and one redeemable common stock purchase warrant exercisable to purchase one share of common stock at a purchase price of $1.00 per share for a period of five years. Each share of Preferred Stock was convertible into two shares of common stock. We sold the securities through our officers, none of whom received compensation in connection with the placement. We sold the offering and the securities were issued in reliance on the exemption from registration set forth in Section 4(2) of the Securities Act. All outstanding shares of the Preferred Stock were converted into common stock in 2007. At December 31, 2007, 520,000 warrants to purchase shares of common stock at a price of $1.00 per share were outstanding. The warrants expire in 2009 and 2010, unless sooner redeemed by us upon satisfaction of certain conditions.

From May 2006 to August 31, 2008, we made a private placement of units at a price of $1.00 per unit to individual investors. Each unit consisted of one share of common stock and one redeemable common stock purchase warrant exercisable to purchase one share of common stock at a price of $1.00 per share for a period of five years from their dates of issue. The warrants expire from 2011 to 2013. The warrants are redeemable by us upon satisfaction of certain criteria. We sold 1,112,200 units in the placement, raising gross proceeds of $1,112,200. We sold the units through our officers and through a third party. The officers received no compensation for such sales. The third party sold 796,600 units and we paid him $103,038 in fees and in an unaccountable expense allowance. We also issued him a warrant exercisable to purchase 79,260 shares of common stock at a price of $1.20 per share for a four-year term. We sold the offering and the securities were issued in reliance on the exemption from registration set forth in Section 4(2) of the Securities Act.

In June, 2008, we sold 425,000 shares of our common stock at a price of $1.00 to individual investors, raising $425,000 in gross proceeds. We sold the shares through a member of the Financial Industry Regulatory Authority (“FINRA”) and paid a commission of $34,000 as compensation for its services. We sold the offering and the securities were issued in reliance on the exemption from registration set forth in Section 4(2) of the Securities Act.

Exhibits

Exhibit Number	Description
1.1	Form of Underwriting Agreement with Midtown Partners.*
3.1	Articles of Incorporation of the Company, filed July 17, 2008.*
3.2	Articles of Conversion of the Company, filed July 17, 2008.*
3.3	Amended and Restated Bylaws of the Company, adopted July 17, 2008.*
3.4	Audit Committee Charter, dated July 17, 2008.*

II-2

Exhibit Number	Description
3.5	Compensation Committee Charter, dated July 17, 2008.*
3.6	Corporate Governance and Nominating Committee Charter, dated July 17, 2008.*
4.1	Plan of Conversion of the Company, dated June 3, 2008.*
4.2	Form of Common Stock Certificate.*
4.3	Form of Common Stock Purchase Warrant ($1.00 per share, part of Unit with Common Stock).*
4.4	Form of Amendment to Common Stock Purchase Warrant ($1.00 per share, part of Unit with Common Stock).*
4.5	Form of Common Stock Purchase Warrant ($2.00 per share, part of Unit with Series A Convertible Preferred Stock).*
4.6	2008 Stock Option and Restricted Stock Plan.*
4.7	Form of Underwriter Warrant.*
5.1	Form of Opinion of Quarles & Brady LLP as to the legality of securities being registered (includes consent).*
10.1	Lease Agreement with JH Realty LLC, dated November 15, 2004.*
10.2	Addendum to Lease Agreement with JH Realty LLC, dated November 15, 2007.*
10.3	Promissory Note between the Company and Joseph Hines, dated December 31, 2006, in the principal amount of $447,000.*
10.4	Promissory Note between the Company and Joseph Hines, dated March 31, 2007, in the principal amount of $63,600.*
10.5	Promissory Note between the Company and Joseph Hines, dated December 31, 2007, in the principal amount of $55,000.*
10.6	Promissory Note between the Company and J H Realty, dated December 31, 2007, in the principal amount of $62,000.*
10.7	Allonge to Promissory Notes between the Company and Joseph Hines, dated March 1, 2008.*
10.8	Allonge to Promissory Note between the Company and JH Realty LLC, dated March 1, 2008.*
10.9	Independent Contractor Agreement between the Company and Desert Valley Consulting Group, Inc., dated January 1, 2005.*
10.10	Independent Contractor Agreement between the Company and Michael Kirksey, dated January 1, 2005.*
10.11	Independent Contractor Agreement between the Company and Janice Backus, dated January 1, 2005.*
10.12	Independent Contractor Agreement between the Company and Kuruvilla Cherian, dated August 25, 2006.*
10.13	License Agreement between the Company and The Penn State Research Foundation, dated July 20, 2006.*

II-3

Exhibit Number	Description
10.14	Sales Agency Agreement between the Company and ChangSha Syno-Therm Co., Ltd, dated December 15, 2007.*
10.15	Stock Purchase Agreement between Joseph Hines and Avion Romuald, S.A., dated April 20, 2006.*
10.16	Agreement and Mutual Release between the Company and Gary Waldeck, dated August 17, 2006.*
10.17	Agreement and Mutual Release between the Company and Richard Schuff, dated August 18, 2006.*
10.18	Consulting Agreement between the Company and Steven Scott, dated February 1, 2008.*
10.19	Consulting Agreement between the Company and Gregg A. Linn, dated August 15, 2008.*
10.20	Employment Agreement between the Company and Joseph Hines, dated October 1, 2008.*
10.21	Employment Agreement between the Company and Michael Kirksey, dated October 1, 2008.*
10.22	Employment Agreement between the Company and Janice Backus, dated October 1, 2008.*
10.23	Stock Option Agreement between the Company and Peter Blonsky, dated June 3, 2008.*
10.24	Stock Option Agreement between the Company and Peter Blonsky, dated June 3, 2008.*
10.25	Stock Option Agreement between the Company and Jason Mayer, dated June 3, 2008.*
10.26	Stock Option Agreement between the Company and Lester Garnas, dated July 31, 2008.*
10.27	Stock Option Agreement between the Company and Gregg A. Linn, dated August 15, 2008.*
10.28	Form of Lock-up Agreement between the Company and Joseph Hines.*
10.29	Form of Lock-up Agreement between the Company and Michael Kirksey.*
10.30	Form of Escrow Deposit Agreement among the Company, Midtown Partners & Co. LLC, and Signature Bank.*
15.1	Letter on unaudited interim financial information.*
23.1	Consent of Farber Hass Hurley LLP.*
23.2	Consent of Quarles & Brady LLP (Included in 5.1 above).
24.1	Power of Attorney (included on signature page).

* filed herewith.

II-4

Undertakings

(a) Rule 415 Offering. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

II-5

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) Request for acceleration of effective date or filing of registration statement becoming effective upon filing.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant will, unless in the opinion of its 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 Act and will be governed by the final adjudication of such issue.

(c) Reliance on Rule 430A:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-6

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-1 and authorized this Form S-1 to be signed on its behalf by the undersigned, in the City of Phoenix, State of Arizona on October 14, 2008.

SPHERIC TECHNOLOGIES, INC., a Nevada corporation
/s/ JOSEPH HINES
Name:	Joseph Hines
Title:	President, CEO, & Chairman of the Board

Each person whose signature appears below authorizes Joseph Hines and/or Michael Kirksey to execute in the name of each such person who is then an officer or director of the registrant, and to file, any amendments to this registration statement on Form S-1 necessary or advisable to enable the registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the SEC in respect thereof, which amendments may make such changes in such Form S-1 as such attorney-in-fact may deem appropriate.

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the date stated:

Signature and Title	Date
/s/ JOSEPH HINES	October 14, 2008
Joseph Hines, President, Chief Executive Officer and Chairman of the Board
/s/ MICHAEL KIRKSEY	October 14, 2008
Michael Kirksey, Executive Vice President, Chief Operating Officer and Director
/s/ GREGG A. LINN	October 14, 2008
Gregg A. Linn, Chief Financial Officer and Principal Accounting Officer
/s/ PETER BLONSKY, PH.D.	October 14, 2008
Peter Blonsky, Ph.D., Director
/s/ LESTER GARNAS	October 14, 2008
Lester Garnas, Director
/s/ JASON MAYER	October 14, 2008
Jason Mayer, Director

II-7

Exhibit Number	Description
1.1	Form of Underwriting Agreement with Midtown Partners.*
3.1	Articles of Incorporation of the Company, filed July 17, 2008.*
3.2	Articles of Conversion of the Company, filed July 17, 2008.*
3.3	Amended and Restated Bylaws of the Company, adopted July 17, 2008.*
3.4	Audit Committee Charter, dated July 17, 2008.*
3.5	Compensation Committee Charter, dated July 17, 2008.*
3.6	Corporate Governance and Nominating Committee Charter, dated July 17, 2008.*
4.1	Plan of Conversion of the Company, dated June 3, 2008.*
4.2	Form of Common Stock Certificate.*
4.3	Form of Common Stock Purchase Warrant ($1.00 per share, part of Unit with Common Stock).*
4.4	Form of Amendment to Common Stock Purchase Warrant ($1.00 per share, part of Unit with Common Stock).*
4.5	Form of Common Stock Purchase Warrant ($2.00 per share, part of Unit with Series A Convertible Preferred Stock).*
4.6	2008 Stock Option and Restricted Stock Plan.*
4.7	Form of Underwriter Warrant.*
5.1	Form of Opinion of Quarles & Brady LLP as to the legality of securities being registered (includes consent).*
10.1	Lease Agreement with JH Realty LLC, dated November 15, 2004.*
10.2	Addendum to Lease Agreement with JH Realty LLC, dated November 15, 2007.*
10.3	Promissory Note between the Company and Joseph Hines, dated December 31, 2006, in the principal amount of $447,000.*
10.4	Promissory Note between the Company and Joseph Hines, dated March 31, 2007, in the principal amount of $63,600.*
10.5	Promissory Note between the Company and Joseph Hines, dated December 31, 2007, in the principal amount of $55,000.*
10.6	Promissory Note between the Company and J H Realty, dated December 31, 2007, in the principal amount of $62,000.*
10.7	Allonge to Promissory Notes between the Company and Joseph Hines, dated March 1, 2008.*
10.8	Allonge to Promissory Note between the Company and JH Realty LLC, dated March 1, 2008.*
10.9	Independent Contractor Agreement between the Company and Desert Valley Consulting Group, Inc., dated January 1, 2005. *
10.10	Independent Contractor Agreement between the Company and Michael Kirksey, dated January 1, 2005.*
10.11	Independent Contractor Agreement between the Company and Janice Backus, dated January 1, 2005.*
10.12	Independent Contractor Agreement between the Company and Kuruvilla Cherian, dated August 25, 2006.*
10.13	License Agreement between the Company and The Penn State Research Foundation, dated July 20, 2006.*

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Exhibit Number	Description
10.14	Sales Agency Agreement between the Company and ChangSha Syno-Therm Co., Ltd, dated December 15, 2007.*
10.15	Stock Purchase Agreement between Joseph Hines and Avion Romuald, S.A., dated April 20, 2006.*
10.16	Agreement and Mutual Release between the Company and Gary Waldeck, dated August 17, 2006.*
10.17	Agreement and Mutual Release between the Company and Richard Schuff, dated August 18, 2006.*
10.18	Consulting Agreement between the Company and Steven Scott, dated February 1, 2008.*
10.19	Consulting Agreement between the Company and Gregg A. Linn, dated August 15, 2008.*
10.20	Employment Agreement between the Company and Joseph Hines, dated October 1, 2008.*
10.21	Employment Agreement between the Company and Michael Kirksey, dated October 1, 2008.*
10.22	Employment Agreement between the Company and Janice Backus, dated October 1, 2008.*
10.23	Stock Option Agreement between the Company and Peter Blonsky, dated June 3, 2008.*
10.24	Stock Option Agreement between the Company and Peter Blonsky, dated June 3, 2008.*
10.25	Stock Option Agreement between the Company and Jason Mayer, dated June 3, 2008.*
10.26	Stock Option Agreement between the Company and Lester Garnas, dated July 31, 2008.*
10.27	Stock Option Agreement between the Company and Gregg A. Linn, dated August 15, 2008.*
10.28	Form of Lock-up Agreement between the Company and Joseph Hines.*
10.29	Form of Lock-up Agreement between the Company and Michael Kirksey.*
10.30	Form of Escrow Deposit Agreement among the Company, Midtown Partners & Co. LLC, and Signature Bank.*
15.1	Letter on unaudited interim financial information.*
23.1	Consent of Farber Hass Hurley LLP.*
23.2	Consent of Quarles & Brady LLP (Included in 5.1 above).
24.1	Power of Attorney (included on signature page).

* filed herewith.

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EX-1.1

Exhibit 1.1

SPHERIC TECHNOLOGIES, INC.

Minimum of 1,000,000 shares of common stock

and

Maximum of 1,333,334 shares of common stock

UNDERWRITING AGREEMENT

October __, 2008

Midtown Partners & Co., LLC

4218 West Linebaugh Avenue

Tampa, Florida 33624

Attention: Bruce Jordan

As Representative of the Several Underwriters

Gentlemen:

SPHERIC TECHNOLOGIES, INC., a Nevada corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule I to this Agreement (the “Underwriters”) on a best efforts basis a minimum of 1,000,000 shares of the Company’s common stock $0.001 par value per share (the “Common Stock”) and a maximum of 1,333,334 shares of the Company’s Common Stock for whom Midtown Partners & Co., LLC is acting as the representative (the “Representative”). The Shares being offered are hereinafter referred to as (the “Shares”). The Shares are more fully described in the Registration Statement and Prospectus referred to below. The Company confirms its agreement with the Representative and the other several Underwriters as follows:

1. REGISTRATION STATEMENT AND PROSPECTUS.

The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”), in accordance with the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Rules and Regulations,” and together with said Act, the “Securities Act”), a registration statement on Form S-1 (File No. 33-            ) and may have filed one or more amendments thereto, including in such registration statement and in certain amendments thereto a related preliminary prospectus for the registration under the Securities Act of the Shares. In addition, subject to the provisions of Section 4(e) hereof, the Company has filed or will promptly file a further amendment to such registration statement prior to the effectiveness of such registration statement, unless an amendment is not required pursuant to Rule 430A of the Rules and Regulations. As used in this Agreement, the term “Registration Statement” means such registration statement, including the Prospectus (as hereinafter defined), financial statements and schedules thereto, exhibits and other documents filed as part thereof, as amended when, and in the form in which, it is declared effective by the Commission, and, in the event any post-effective amendment thereto is filed thereafter and on or

before the Closing Date (as hereinafter defined), shall also mean (from and after the date such post-effective amendment is effective under the Securities Act) such registration statement as so amended, provided that such Registration Statement, at the time it becomes effective, may omit such information as is permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A of the Rules and Regulations, which information (“Rule 430 Information”) shall be deemed to be included in such Registration Statement when a final prospectus is filed with the Commission in accordance with Rules 430A and 424(b)(1) or (4) of the Rules and Regulations; the term “Preliminary Prospectus” means each Prospectus included in the Registration Statement, or any amendments thereto, before it becomes effective under the Securities Act, the form of Prospectus omitting Rule 430A Information included in the Registration Statement when it becomes effective, if applicable (the “Rule 430A Prospectus”), and any prospectus filed by the Company with the consent of the Underwriters pursuant to Rule 424(a) of the Regulations; the term “Prospectus” means the final prospectus included as part of the Registration Statement, except that (i) if any prospectus (including any Preliminary Prospectus) which differs from the prospectus included in the Registration Statement is provided to the Representative for use in connection with the offering of the Shares (whether or not such differing prospectus is required to be filed by the Company pursuant to Rule 424(b) under the Securities Act), the term “Prospectus” as used herein shall mean such differing prospectus from and after the date on which it shall have been first used, and (ii) in the event any supplement to or amendment of such prospectus is made after the date on which the Registration Statement is declared effective and on or prior to the Closing Date, the term “Prospectus” shall also mean (with respect to any supplement, from and after the date such supplement is first used or, with respect to any amendment, the date such amendment is effective under the Securities Act) such prospectus as so supplemented or amended; and the term “Effective Date” means (i) if the Company and the Representative have determined not to proceed pursuant to Rule 430A under the Securities Act, the date on which the Registration Statement becomes effective, or (ii) if the Company and the Representative have determined to proceed pursuant to Rule 430A under the Securities Act, the date of this Agreement.

2. AGREEMENTS TO SELL AND PURCHASE.

The Company agrees to issue and sell through you, as its exclusive sales agent, and upon the basis of the representations, warranties, covenants and agreements of the Company herein contained but subject to all the terms and conditions of this Agreement, you shall sell to the public on behalf of the Company, 1,000,000 Shares on a “best efforts all or none” basis and up to an additional 333,334 Shares on a “best efforts” basis at a purchase price of $6.00 per Share. The Company shall pay to you a commission of $0.48 for each Share sold. You shall use your best efforts to effect sales of such Shares for a period of sixty (60) days from the date hereof, subject to extension at your option for an additional sixty (60) days (the “Offering Period”).

If a minimum of 1,000,000 Shares have not been sold and the proceeds have not been placed in escrow with the Escrow Agent (as defined below) during the Offering Period and the American Stock Exchange (“AMEX”) has not confirmed that the Shares will be listed on AMEX, this Agreement shall terminate at the expiration of such period and the Escrow Agent (as defined below) shall promptly refund to each person who has subscribed for any of the Shares the full amount paid by such person, without deduction and without interest, and neither party to this Agreement shall have any obligation to the other party hereunder, except as hereinafter provided. The Company and you shall make appropriate arrangements for the prompt deposit in escrow with Signature Bank (the “Escrow Agent”), of all monies received in payment for the Shares. All escrow fees and expenses shall be paid by the Company. The escrow agreement (the “Escrow Agreement”) shall make appropriate provision for refunds to subscribers for the Shares as set forth above and if at least 1,000,000 Shares are sold during the Offering Period and AMEX has confirmed that the Shares will be listed on AMEX, for payment to the Company by the Escrow Agent of an amount equal to the public offering price of the Shares less the amounts required to be paid to you pursuant to this Section 2.

The Underwriters will offer the Shares for sale at the initial public offering price set forth on the cover of the Prospectus.

3. DELIVERY AND PAYMENT.

Delivery of and payment for the Shares shall be made at the offices of Lehman & Eilen, 20283 State Road 7, Suite 300, Boca Raton, FL 33498 (or such other place as shall be mutually agreed upon) at such time and date established by you following

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notification by you of the sale during the Offering period of not less than 1,000,000 Shares and up to 1,333,334 Shares, the Company’s compliance with all of the covenants set forth in this Agreement, the receipt by the Escrow Agent of collected funds in payment of such Shares and the receipt of confirmation from AMEX that the Shares will be listed on AMEX (the “Closing Date”).

The Closing Date and the time and place of delivery of and payment for the Shares may be varied by agreement among the Representative and the Company. Delivery of certificates for the Shares (in definitive form and registered in such names and in such denominations as the Representative shall request at least two business days prior to the Closing Date, as the case may be, by written notice to the Company) shall be made to the Representative for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer, certified or official bank check or checks payable in New York Clearing House funds to the order of the Company. The Company agrees to make a list of names of all individuals and entities that will be entered into the book entry system available for inspection at the offices of the Representative at least 24 hours prior to the Closing Date.

On the Closing Date, at the time of the delivery and payment for the Shares, the Company shall: cause the Escrow Agent to (i) pay to the Representative as a non-accountable expense allowance a sum equal to 3% of the gross proceeds of the offering by wire transfer, certified or official bank check or checks payable in New York Clearing House funds payable to the order of the Representative in accordance with instructions from the Representative; and (ii) issue, sell and deliver to the Representative or its designees warrants to purchase up to an aggregate of 100,000 Shares (if the minimum is sold) or 133,334 Shares (if the maximum is sold), for an aggregate purchase price of $10 (the “Representative’s Warrants”), substantially in the form filed as an exhibit to the Registration Statement. The shares of Common Stock included in the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Warrant Shares.” The Representative’s Warrants will be exercisable at an initial exercise price of $7.20 per warrant at any time and from time to time, in whole or in part, during a four (4) year period commencing one (1) year following the Effective Date.

4. COVENANTS AND AGREEMENTS OF THE COMPANY.

The Company covenants and agrees with the several Underwriters as follows:

(a) The Company will notify the Representative promptly by telephone and (if requested by the Representative) will confirm such advice in writing, (1) when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective, (2) if Rule 430A under the Securities Act is used, or the Prospectus is otherwise required to be filed with the Commission pursuant to Rule 424(b) under the Securities Act, when the Prospectus is filed with the Commission pursuant to Rule 424(b) under the Securities Act, (3) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information, (4) of the issuance by the Commission of any stop order (“Stop Order”) suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Preliminary Prospectus, the Prospectus, the Registration Statement or any amendment or supplement thereto, or refusing to permit the effectiveness of the Registration Statement, or the initiation of any proceedings for any of those purposes, (5) of the happening of any event during the period mentioned in paragraph (f) below which in the reasonable judgment of the Company makes any statement made in the Registration Statement or the Prospectus untrue or which requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading, and (6) of the receipt of any comments from the Commission or the Blue Sky or securities authorities of any jurisdiction regarding the Registration Statement, any post-effective amendment thereto, the Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto. The Company will use its best efforts to prevent the issuance of any Stop Order by the Commission or any notification from the Blue Sky or securities authorities of any jurisdiction suspending the qualification or registration of the Shares or shares of Common Stock issuable upon exercise of the Warrants (the Shares together with the Representative’s Warrant Shares, the “Securities”) for sale in such jurisdictions, and if at any time the Commission shall issue any Stop Order, or if the Blue Sky or securities authorities of any jurisdiction shall issue notification suspending the qualification or registration of the Securities, the Company will make every reasonable effort to obtain the withdrawal of such Stop Order or notification at the earliest possible moment. The Company will promptly advise the Representative of its receipt of any notification with respect to the suspension of the qualification or registration of the Securities for offer or sale in any jurisdiction or the initiation or threatening of any action or proceeding for such purpose. The Company will use its best efforts to effectuate the listing of its shares on the AMEX.

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(b) Prior to any public offering of the Shares by the Underwriters, the Company will endeavor in good faith, in cooperation with the Representative and its counsel, to register or qualify the Securities for offer or sale, as may be required under the Blue Sky or securities laws, rules or regulations of such jurisdictions as the Representative may request; provided that in no event shall the Company be obligated to register or qualify to do business as a foreign corporation in any jurisdiction where it is not now so registered or qualified or to take any action which would subject it to general service of process, or to taxation as a foreign corporation doing business, in any jurisdiction where it is not now so subject. The Company will pay all fees and expenses relating to the registration or qualification of the Securities under such Blue Sky or securities laws of such jurisdictions as the Representative may designate (including legal fees of counsel for the registration or qualification of the Securities, and in all cases, all disbursements and expenses incurred by such counsel in connection therewith). After registration, qualification or exemption of the Securities for offer and sale, in such jurisdictions, and for as long as any offering pursuant to this Agreement continues, the Company, at the Representative’s request, will file and make such statements or reports, and pay the fees applicable thereto, at such times as are or may be required by the laws, rules or regulations of such jurisdictions in order to maintain and continue in full force and effect the registration, qualification or exemption for offer or sale of the Securities, in such jurisdictions. After the termination of the offering contemplated hereby, and as long as any of the Securities are outstanding, the Company will file and make, and pay all fees applicable thereto, such statements and reports and renewals of registration as are or may be required by the laws, rules or regulations of such jurisdictions to maintain and continue in full force and effect the registration, qualification or exemption for secondary market transactions in the Shares in the various jurisdictions in which the Shares were originally registered, qualified or exempted for offer or sale.

(c) The Company will furnish to the Representative and its counsel, without charge, two copies (one of which shall be manually signed) of the Registration Statement as originally filed on Form S-1 and of any amendments (including post-effective amendments thereto), including financial statements and schedules, if any, and all consents, certificates and exhibits (including those incorporated therein by reference to the extent not previously furnished to the Representative), heretofore or hereafter made, signed by or on behalf of its officers whose signatures are required thereon and a majority of its board of directors, and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters a copy of the Registration Statement and each post-effective amendment thereto, including financial statements and schedules, if any, but without exhibits.

(d) The Company will use its best efforts to cause the Registration Statement to become effective under the Securities Act. Upon such effectiveness, if the Company and the Representative have determined not to proceed pursuant to Rule 430A under the Securities Act, the Company will timely file a Prospectus pursuant to, and in conformity with, Rule 424(b), if required, and if the Company and the Representative have determined to proceed pursuant to Rule 430A under the Securities Act, the Company will timely file a Prospectus pursuant to, and in conformity with, Rules 424(b) and 430A under the Securities Act.

(e) The Company will give the Representative and its counsel advance notice of its intention to file any amendment to the Registration Statement or any amendment or supplement to the Prospectus, whether before or after the effective date of the Registration Statement, and will not file any such amendment or supplement unless the Company shall have first delivered copies of such amendment or supplement to the Representative and its counsel and the Representative and its counsel shall have given consent to the filing of such amendment or supplement, which consent shall not be unreasonably withheld. Any such amendment or supplement shall comply with the Securities Act.

(f) From and after the Effective Date, the Company will deliver to each of the Underwriters, without charge, as many copies of the Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares for such period of time thereafter as the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur which in the judgment of the Company or counsel to the Representative should be set forth in the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and will deliver to each of the Underwriters, without charge, such number of copies thereof as the Representative may reasonably request.

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(g) The Company will promptly pay all expenses in connection with (1) the preparation, printing, filing, distribution and mailing (including, without limitation, express delivery service) of the Registration Statement, each Preliminary Prospectus, the Prospectus, and the preliminary and final forms of Blue Sky memoranda (if any); (2) the issuance and delivery of the Shares; (3) the fees and expenses of legal counsel and independent accountants for the Company relating to, among other things, opinions of counsel, audits, review of unaudited financial statements and cold comfort review; (4) the fees and expenses of any registrar, transfer agent for the Shares; (5) the printing, filing, distribution and mailing (including, without limitation, express delivery service) of this Agreement, the Agreement Among Underwriters, the Selected Dealer Agreement, and the Underwriters’ Questionnaire; (6) furnishing such copies of the Registration Statement, the Prospectus and any Preliminary Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom the Shares may be sold; (7) any fees with respect to filings required to be made by the Underwriters with the FINRA; and (8) the expenses of tombstone advertisements, due diligence meetings and lucite cubes. The Company will also pay all expenses in connection with the Company’s application to list the Shares on the American Stock Exchange (“AMEX”). In addition, the Company hereby agrees to pay to the Representative a non-accountable expense allowance set forth in Section 3 above.

(h) On the Closing Date, the Company shall sell to the Representative (or its designees), Representative’s Warrants described in Section 3 above.

(i) If (I) this Agreement (a) shall not become effective, or (b) if the Representative terminates this Agreement, in either case due to a breach or non-fulfillment of obligations of Section 7 hereof by the Company, which shall include a breach of the representations and warranties of the Company contained in this Agreement, or for the failure of the Company to perform any of the covenants contained in this Agreement or (II) if the Company elects to terminate this Agreement pursuant to Section 8 hereof, the Company will reimburse the several Underwriters for their out-of-pocket expenses (including fees and expenses of counsel to the Representative) reasonably incurred by them in connection with this Agreement or the proposed offer, sale, and delivery of the Shares limited to an aggregate amount of fifty thousand dollars ($50,000) in total.

(j) Until ninety (90) days after the Effective Date, without the prior written consent of the Representative, the Company will not offer, issue, sell, contract to sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any securities of the Company, except as provided for and as contemplated by this Agreement.

(k) On or prior to the Closing Date, the Company shall obtain from each of Joe Hines and Michael Kirksey his enforceable written agreement, in form and substance satisfactory to counsel to the Representative, that for a period of one year after the Closing Date (or any longer period required by any jurisdiction in which the offer and sale of the Shares is to be registered or qualified), he will not offer for sale, sell, contract to sell, assign, pledge, transfer, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any securities of the Company (including without limitation any shares of Common Stock), owned by him as of the Closing Date without the prior written consent of the Company (the “Offering Restrictions”) and the Company agrees not to release such persons from the restrictions without prior written consent of the Representative. In addition, the Company will instruct the transfer agent accordingly and the certificates representing these securities will bear a legend to the foregoing effect.

(l) The Company has reserved and shall continue to reserve and keep available the maximum number of shares of its authorized but unissued Common Stock and other securities for issuance upon exercise of the Representative’s Warrants.

(m) For a period of five (5) years after the date of this Agreement, the Company shall:

(i) retain Farber, Hass Hurley LLP or another nationally recognized firm of independent public accountants, as its auditors, and at its own expense, shall cause such independent certified public accountant to review (but not audit) the Company’s financial statements for each of the first three (3) fiscal quarters of each fiscal year prior to the announcement of quarterly financial information, the filing of the Company’s Form 10-Q quarterly reports and the mailing of quarterly financial information to its stockholders, provided this shall not require the inclusion of such a review report in the Company’s quarterly filings.

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(ii) cause the Company’s Board of Directors to meet not less frequently than quarterly, upon proper notice, and cause an agenda and minutes of the preceding meeting to be distributed to directors prior to each such meeting;

(iii) distribute to its security holders, within 120 days after the end of each fiscal year, an annual report (containing certified financial statements) prepared in accordance with, and satisfying the substantive disclosure requirements of Rule 14a-3(b) of Regulation 14A promulgated by the Commission under the Securities Exchange Act of 1934, as amended; and

(iv) appoint a transfer agent for the Common Stock, acceptable to the Representative.

(n) For a period of five (5) years after the date of this Agreement, the Company shall furnish each of the Underwriters without charge, the following:

(i) within ninety (90) days after the end of each fiscal year, financial statements certified by the independent certified public accountants referred to in Section 4(m)(i) above, including a balance sheet, statement of operations, statement of stockholders’ equity and statement of cash flows, in each case for the Company and its then existing subsidiaries (if any), with, supporting schedules, prepared in accordance with generally accepted accounting principles, as at the end of such fiscal year and for the twelve (12) months then ended, accompanied by a copy of the certificate or report thereon of such independent certified public accountants;

(ii) (x) for so long as the Company is a reporting company under any of Sections 12(b), 12(g) or 15(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Exchange Act”), promptly after filing with the Commission, copies of all reports and proxy soliciting material which the Company is required to file under the Exchange Act, or (y) at such times as the Company is not a reporting company under the aforesaid provisions of the Exchange Act, as soon as practicable after the end of each of the first three fiscal quarters of each fiscal year, financial statements of the Company, including a balance sheet, statement of operations, statement of stockholders’ equity and statement of cash flows as at the end of, or for each such fiscal quarter and the comparable period of the preceding year, which statements need not be audited.

(iii) as soon as practicable after they have first been distributed to stockholders of the Company, copies of each annual and interim financial or other report or communication sent by the Company to its stockholders (except to the extent duplicative of information pursuant to any other clause of this Section 4(n));

(iv) as soon as practicable following release or other dissemination, copies of every press release and every material news item and article in respect of the Company or its affairs and released or otherwise disseminated by the Company;

(v) promptly following receipt thereof, copies of the Company’s daily transfer sheets prepared by the Company’s transfer agent and a list of stockholders; and

(vi) such additional documents and information with respect to the Company and its affairs and the affairs of its subsidiaries, if any, as the Representative may from time to time reasonably request.

(o) On or prior to the Effective Date, the Company will have confirmed the listing of the Shares on AMEX, subject only to notice of issuance and the registration of such securities under the Exchange Act. For a period of five (5) years from the date of this Agreement, the Company agrees, at its sole cost and expense, to take all necessary and appropriate action such that its securities continue to be listed on the AMEX, provided that the Company otherwise complies with the prevailing requirements of the AMEX.

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(p) Within sixty (60) days of the Closing Date, the Company shall prepare and deliver (at its own cost and expense) to the Representative one velobinder and to counsel to the Representative three velobinders containing copies of all documents and correspondence filed with, or received from, the Commission, FINRA and the AMEX relating to the offering of the Shares and the closing thereof, including related matters.

(q) For a period of six (6) months from the Closing Date, the Company will maintain a current prospectus satisfying the requirements of Section 10(a)(3) of the Securities Act and, in connection therewith, expeditiously file with the Commission, at its own expense, any post-effective amendments to the Registration Statement which may be required and cause such post-effective amendments to become effective in compliance with the Securities Act, without lapse of time between the effectiveness of any such post-effective amendments, and cause a copy of the Prospectus, as then amended or supplemented, and furnish to each Underwriter and dealer as many copies of each such Prospectus as such Underwriter or dealer may reasonably request.

(r) The Company will make generally available to its security holders and deliver to the Representative as soon as it is practicable to do so, but in no event later than ninety days after the end of its first four (4) full fiscal quarters following the effective date of the Registration Statement occurs, an earnings statement (which need not be audited) covering a period of at least twelve consecutive months commencing after the effective date of the Registration Statement, which shall satisfy the requirements of Section 11(a) of the Securities Act.

(s) The Company will, promptly upon the Representative’s request, prepare and file with the Commission any amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus and take any other action, which in the reasonable opinion of Lehman & Eilen LLP, counsel to the Representative, may be reasonably necessary or advisable in connection with the distribution of the Shares, and will use its best efforts to cause the same to become effective as promptly as possible.

(t) The Company will furnish to the Representative as early as practicable prior to the Closing Date, but no less than two (2) full business days prior thereto, a copy of the latest available unaudited interim financial statements of the Company which have been reviewed by the Company’s independent certified public accountants, as stated in their letters to be furnished pursuant to Section 7(d) hereof.

(u) The Company will apply the net proceeds from the issuance and sale of the securities for the purposes and in the manner set forth under the caption “Use of Proceeds” in the Prospectus, and will file on a timely basis such reports with the Commission with respect to the sale of the securities and the application of the proceeds therefrom as may be required pursuant to Rule 463 under the Securities Act. The Company will operate its business in such a manner and, pending application of the net proceeds of the offering for the purposes and in the manner set forth under the caption “Use of Proceeds” in the Prospectus, will invest such net proceeds in certain types of securities so as not to become an “investment company” as such term is defined under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(v) The Company has filed a registration statement on Form 8-A covering the Shares, pursuant to Section 12(b) of the Exchange Act and will use its best efforts to cause said registration statement to become effective on the Effective Date. The Company will comply with all registration, filing and reporting requirements of the Exchange Act, which may from time to time be applicable to the Company. The Company shall comply with the provisions of all undertakings contained in the Registration Statement.

(w) Prior to the Closing Date, the Company shall neither issue any press release or other communication, directly or indirectly, nor hold any press conference with respect to the offering of the securities of the Company or its business, results of operations, condition (financial or otherwise), property, assets, liabilities or prospects, without the prior written consent of the Representative.

(x) For a period of ninety (90) days after the date hereof, the Company will not, directly or indirectly, take any action designed, or which will constitute or which might reasonably be expected to cause or result in, stabilization or manipulation of the market price of the Shares.

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(y) The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to cash and cash equivalents is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for cash and cash equivalents is compared with the existing cash and cash equivalents at reasonable intervals and appropriate action is taken with respect to any differences.

(z) There are no business relationships or related party transactions of the nature described in Item 404 of Regulation S-K involving the Company and any person referred to in said Item 404, except as required to be described in the Prospectus and as so described.

(aa) For a period of six months from the Closing Date, the Company will not grant any person or entity registration rights with respect to any of its securities, except such rights as are pari passu to the registration rights contained in the Representative’s Warrants and registered or qualified for sale under the Blue Sky or state securities law, rules or regulations of the jurisdictions in which such securities are to be offered for sale.

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to each Underwriter that:

(a) When the Registration Statement becomes effective, and at all times subsequent thereto to and including the Closing Date, and during such longer period as the Prospectus may be required to be delivered in connection with sales by the Underwriters or any dealer, and during such longer period until any post-effective amendment thereto shall become effective, the Registration Statement (and any post-effective amendment thereto) and the Prospectus (as amended or as supplemented if the Company shall have filed with the Commission any amendment or supplement to the Registration Statement or the prospectus) will contain all statements which are required to be stated therein in accordance with the Securities Act, will comply with the Securities Act, and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and no event will have occurred which should have been set forth in an amendment or supplement to the Registration Statement or the Prospectus which has not then been set forth in such an amendment or supplement if a Rule 430A Prospectus is included in the Registration Statement at the time it becomes effective, the Prospectus filed pursuant to Rules 430A and 424(b)(1) or (4) will contain all Rule 430A Information and all statements which are required to be stated therein in accordance with the Securities Act, will comply with the Securities Act, and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and each Preliminary Prospectus, as of the date filed with the Commission, did not include any untrue statement of a material fact or omit to state any 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 (except as such statements are corrected in subsequent Preliminary Prospectus filing); except that no representation or warranty is made in this Section 5(a) with respect to statements or omissions made in reliance upon and in conformity with written information furnished to the Company as stated in Section 6(b) with respect to any Underwriter by or on behalf of such Underwriter through the Representative expressly for inclusion in any Preliminary Prospectus, the Registration Statement, or the Prospectus or any amendment or supplement thereto.

(b) Neither the Commission nor the Blue Sky or securities authorities of any jurisdiction has issued an order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, the Prospectus, the Registration Statement, or any amendment or supplement thereto, refusing to permit the effectiveness of the Registration Statement, or suspending the registration or qualification of the Shares or Representative’s Warrants, nor has the Commission or any of such authorities instituted or threatened to institute any proceedings with respect to such an order.

(c) The Company is a corporation duly incorporated and validly existing in good standing under the laws of Nevada, its jurisdiction of incorporation. The Company has full corporate power and authority and has obtained all material consents, authorizations, approvals, orders, licenses, certificates, declarations and permits of and from, and has made all required filings with, all federal, state, local and other governmental authorities and all courts and other tribunals, to own, lease, license and use its

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properties and assets and to carry on its business in the manner described in the Prospectus. All such consents, authorizations, approvals, orders, licenses, certificates, declarations; permits and filings are in full force and effect and the Company is in all material respects complying therewith. The Company is duly registered or qualified to do business as a foreign corporation and is in good standing in each other jurisdiction in which its ownership, leasing, licensing, or use of property and assets or the conduct of its business requires such registration or qualification, except where the failure to so register or qualify would not individually or in aggregate, either (i) have a material adverse effect on the condition (financial or otherwise), results of operations, business, property, assets or liabilities of the Company from the latest information set forth in the Registration Statement or the Prospectus, (ii) prevent or materially interfere with the consummation of the transactions contemplated hereby or (iii) result in the delisting of Shares from the AMEX (the occurrence of such effect or such prevention described in the foregoing clauses (i), (ii) or (iii) being herein referred to as a “Material Adverse Effect”).

(d) The authorized capital stock of the Company consists of fifty million (50,000,000) shares of Common Stock par value $0.001 per shares of which 4,842,850 shares are outstanding, and five million (5,000,000) shares of blank check preferred stock, par value $0.001 per share (the “Preferred Stock”), of which no shares are outstanding. Each outstanding share of Common Stock is duly authorized, validly issued, fully paid, and non-assessable, without any personal liability attaching to the ownership thereof, and has not been issued and is not owned or held in violation of any preemptive rights of stockholders. There is no commitment, plan or arrangement to issue, and no outstanding option, warrant or other right calling for the issuance of, any share of capital stock of the Company or any security or other instrument which by its terms is convertible into, exercisable for, or exchangeable for capital stock of the Company, except as disclosed in the Prospectus. There is outstanding no security or other instrument which by its terms is convertible into or exchangeable for capital stock of the Company.

(e) The financial statements of the Company included in the Registration Statement and the Prospectus fairly present the financial position, the results of operations and the other information purported to be shown therein at the respective dates and for the respective periods to which they apply. Such financial statements have been prepared in accordance with generally accepted accounting principles and are prepared in accordance with the books and records of the Company. The accountants whose reports on the audited financial statements are filed with the Commission as a part of the Registration Statement are, and during the periods covered by their report(s) included in the Registration Statement and the Prospectus were, independent certified public accountants with respect to the Company and within the meaning of the Securities Act. No other financial statements are required by Form S-1 or otherwise to be included in the Registration Statement or the Prospectus. Except as disclosed in the Prospectus, there has at no time been a material adverse change in the condition (financial or otherwise), results of operations, business, property, assets or liabilities of the Company from the latest information set forth in the Registration Statement or the Prospectus (A “Material Adverse Change”).

(f) There is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending, or to the Company’s knowledge, threatened (or any basis therefore known to the Company), with respect to the Company, its operations, business, property or assets, except as disclosed in the Prospectus or such as individually or in the aggregate do not now have and are not expected to have a material adverse effect upon the operations, business, property, assets or condition (financial or otherwise) of the Company. The Company is not in violation of, or in default with respect to, any material law, rule, regulation, order judgment, or decree, except as disclosed in the Prospectus or such as individually or in the aggregate do not now have and are not expected to have material adverse effect upon the operations, business, property, assets, condition (financial or otherwise) of the Company; nor is the Company required to take any action in order to avoid any such violation or default.

(g) The Company has good and marketable title in fee simple absolute to all real properties and good title to all other properties and assets which the Prospectus indicates are owned by it, free and clear of all liens, security interests, pledges, charges, mortgages and other encumbrances (except as may be required to be disclosed in the Prospectus). The properties held under lease by the Company are held by it under valid and enforceable leases and the interests of the Company in such leases are free and clear of all liens, encumbrances and defects, except as disclosed in the Prospectus, and the Company is in full compliance with all material terms and conditions thereunder and such leases are in full force and effect. No real property owned, leased, licensed or used by the Company is situated in an area which is, or to the knowledge of the Company, will be, subject to zoning, use, or building code restrictions which would prohibit (and no state of facts relating to the actions or inaction of another person or entity or his or its

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ownership, leasing, licensing, or use of any real or personal property exists or will exist which would prevent) the continued effective ownership, leasing, licensing, or use of such real property in the business of the Company as presently conducted or as the Prospectus indicates any of them contemplate conducting.

(h) Neither the Company nor any other party is now in violation or breach of, or in default with respect to complying with, any material provision of any indenture, mortgage, deed of trust, debenture, note or other evidence of indebtedness, contract, agreement, instrument, lease or license, or arrangement or understanding which is material to the Company, and each such indenture, mortgage, deed of trust, debenture, note or other evidence of indebtedness, contract, agreement, instrument, lease or license is in full force and is the legal, valid and binding obligation of the Company, and to the knowledge of the Company, of the other contracting party and is enforceable as to the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and by equitable principles affecting the availability of remedies in the nature of specific performance. The Company is not a party to nor bound by any contract, agreement, instrument, lease, license, arrangement or understanding, or subject to any charter or other restriction, which has had or is expected in the future to have a material adverse effect on the condition (financial or otherwise), results of operations, business, property, assets or liabilities of the Company. The Company is not in violation or breach of, or in default with respect to, any term of its Certificate of Incorporation or By-laws.

(i) Except as disclosed in the Prospectus, the Company does not own or have any licensed rights to, in or under any patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, technology, know-how or other intangible properties or assets (all of the foregoing being herein called “Intangibles”) that are material to the business of the Company. Except as disclosed in the Prospectus, there is no right under any Intangibles of the Company necessary to the business of the Company as presently conducted or as proposed to be conducted as indicated in the Prospectus. The Company has not received notice of infringement with respect to asserted Intangibles of others. To the knowledge of the Company, there is no infringement by others of Intangibles of the Company. To the knowledge of the Company, there is no Intangible of others which has had or may in the future have a materially adverse effect on the condition (financial or otherwise), results of operations, business, property, assets or liabilities of the Company.

(j) None of the Company, any director or officer of the Company, or to the knowledge of the Company, any agent, employee, or other person authorized to act on behalf of the Company has, directly or indirectly: used any corporate funds of the Company for unlawful contributions, gifts, entertainment, or other unlawful expenses relating to political activity; made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from corporate funds of the Company; violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, as relates to the business of the Company; or made any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment in connection with the business of the Company.

(k) Any material contract, agreement, instrument, lease or license required to be described in the Registration Statement or the Prospectus has been properly described therein in all material respects. Any material contract, agreement, instrument, lease or license required to be filed as an exhibit to the Registration Statement has been filed with the Commission as an exhibit to or has been incorporated as an exhibit by reference into the Registration Statement.

(l) The Company has all requisite corporate power and authority to execute, deliver and perform under the terms and conditions of this Agreement. All necessary corporate proceedings of the Company have been duly taken to authorize the execution, delivery and performance by the Company of this Agreement. This Agreement has been duly authorized, executed and delivered by the Company, and assuming the valid execution thereof by the other parties thereto, is a legal, valid, and binding agreement of the Company, and is enforceable as to the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and by equitable principles affecting the availability of remedies in the nature of specific performance. Each of the Representative’s Warrants has been duly authorized by the Company and, when executed, issued and delivered by the Company and paid for by the Underwriters or the Representative (or its executive officers), as the case may be, in accordance with the provisions of the Representative’s Warrants, as the case may be, will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with

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their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and by equitable principles affecting the availability of remedies in the nature of specific performance. No consent, authorization, approval, order, license, certificate, declaration or permit of or from, or filing with, any governmental or regulatory authority, agent, board or other body is required for the execution, delivery or performance by the Company of this Agreement, or the Representative’s Warrants (except filings with and orders of the Commission pursuant to the Securities Act which have been or will be made or obtained prior to the Closing Date, and such filings, consents or permits as are required under Blue Sky or securities laws in connection with the transactions contemplated by this Agreement). No consent of any party to any material contract, agreement, instrument, lease, license, arrangement or understanding to which the Company is a party, or to which any of its property or assets are subject, is required for the execution, delivery or performance of this Agreement or the Representative’s Warrants (except as described in the exhibits to the Registration Statement); and the execution, delivery and performance of this Agreement and the Representative’s Warrants will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under any such material contract, agreement, instrument, lease, license, arrangement or understanding, result in the creation or imposition of, any lien, security interest, pledge, charge, or other encumbrance upon any of the material property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan or credit agreement, lease or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the material property or assets of the Company is subject or violate or result in a breach of any term of the Certificate of Incorporation or By-laws of the Company, or violate, result in a material breach of, or conflict with any law, rule, regulation, order, judgment or decree binding on the Company or to which any of its operations, businesses, properties or assets are subject.

(m) The Shares are validly authorized. The Shares, when issued, paid for and delivered in accordance with this Agreement, will be validly issued, fully paid and non-assessable, without any personal liability attaching to the ownership thereof, and will not be issued in violation of any preemptive rights of stockholders. The Underwriters will receive good title to the Securities purchased by them, upon payment of the purchase price therefor in accordance with the provisions of this Agreement, free and clear of all liens, security interests, pledges, charges, encumbrances, stockholders’ agreements and voting trusts (collectively, “Encumbrances”). The Representative (or its executive officers or its designees) will receive good title to the Representative’s Warrants purchased by them, upon payment of the purchase price thereof in accordance with the provisions of this Agreement, free and clear of all Encumbrances.

(n) The Representative’s Warrant Shares are duly authorized and reserved for issuance and, when issued, paid for and delivered upon exercise of the Representative’s Warrants in accordance with the provisions of the Representative’s Warrants will be validly issued, fully paid and non-assessable and will not be issued in violation of any preemptive rights of stockholders; and the holders of the Representative’s Warrant Shares will receive good title to them, free and clear of all Encumbrances.

(o) The Shares and the Representative’s Warrants conform in all material respects to all statements relating thereto contained in the Registration Statement and the Prospectus.

(p) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, and except as otherwise may be stated therein, (i) the Company has not entered into any transaction or incurred any liability or obligation, contingent or otherwise, which is material to the Company, except in the ordinary course of business, (ii) there has not been any change in the outstanding capital stock of the Company or any issuance of options, warrants or rights to purchase the capital stock of the Company or any material increase in the long-term debt of the Company or any material adverse change in the business, condition (financial or otherwise) or results of operations of the Company, (iii) no loss or damage (whether or not insured) to the properties of the Company have been sustained which is material to the Company, (iv) the Company has not paid or declared any dividend or other distribution with respect to its capital stock, and (v) there has not been any change, contingent or otherwise, in the direct or indirect control of the Company nor, to the knowledge of the Company, do there exist any circumstances which would likely result in such a change.

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(q) Neither the Company nor any of its officers, directors or Affiliates (as defined in Rule 405 of the Rules and Regulations), has taken or will take, directly or indirectly, prior to the termination of the offering contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which has caused or resulted in, or which might in the future reasonably be expected to cause or result in, stabilization, or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares.

(r) The Company has not incurred, directly or indirectly, any liability for a fee, commission or other compensation on account of the employment of a broker or finder in connection with the offering of the Shares contemplated by this Agreement.

(s) The Company is not, and does not intend to conduct its business in a manner in which it would become, an “investment company” as defined in Section 3(a) of the Investment Company Act.

(t) The Offering Restrictions are in full force and effect and certificates representing the Securities subject to such restrictions bear an appropriate legend.

(u) No person or entity has the right to require registration of shares of Common Stock or other securities of the Company because of the filing or effectiveness of the Registration Statement who has not waived such right.

(v) The Company has filed all federal, state and local tax returns required to be filed (or has obtained extensions therefor) and has paid all taxes shown on such returns and all assessments received by it to the extent that payment has become due. The Company has made adequate accruals for all taxes which may be owed by it, but have not been paid.

(w) The Company has adequately insured its properties against loss or damage by fire, maintains adequate insurance against liability for negligence and maintains such other insurance in such amounts as is usually maintained by companies engaged in the same or similar businesses, including product liability insurance.

6. INDEMNIFICATION AND CONTRIBUTION.

(a) The Company agrees to indemnify and hold harmless each Underwriter, its officers, directors, partners, employees, agents and counsel, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, against any and all loss, liability, claim, damage, and expense whatsoever (which shall include, for all purposes of this Section 6, but not be limited to, attorneys’ fees and any and all expenses whatsoever incurred in investigating, preparing, or defending against any investigation, litigation or proceeding, commenced or threatened, or any claim whatsoever and any and all amounts paid in settlement of any claim or litigation) as and when incurred arising out of, based upon, or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any Preliminary Prospectus, the Rule 430A Prospectus, the Registration Statement, or the Prospectus (as from time to time amended and supplemented), or any amendment or supplement thereto, or (B) in any application or other document or communication (in this Section 6 collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the Blue Sky or securities laws thereof (or the rules and regulations promulgated thereunder) or filed with the Commission or any securities exchange or automated quotation system; or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Company as stated in Section 6(b) with respect to any Underwriter by or on behalf of such Underwriter through the Representative for inclusion in any Preliminary Prospectus, the Rule 430A Prospectus, the Registration Statement, or the Prospectus or any amendment or supplement thereto, or in any application, as the case may be, or (ii) any breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement. The foregoing agreement to indemnify shall be in addition to any liability the Company may otherwise have, including liabilities arising under this Agreement.

If any investigation is initiated or action is brought against an Underwriter or any of its officers, directors, partners, employees, agents or counsel, or any controlling persons of an Underwriter (each, an “Indemnified or Indemnifying Party” and collectively

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“Indemnified Parties”) in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such Indemnified Party or Indemnified Parties shall promptly notify the Company in writing of the institution of such action (but the failure so to notify shall not relieve the Company from any liability it may have pursuant to this Section 6(a)) and the Company shall promptly assume the defense of such action, including the employment of counsel (reasonably satisfactory to such Indemnified Party or Indemnified Parties) and payment of expenses. Such Indemnified Party or Indemnified Parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Indemnified Parties, unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action or the Company shall not have promptly employed counsel reasonably satisfactory to such Indemnified Party or Indemnified Parties to have charge of the defense of such action or such Indemnified Party or Indemnified Parties shall have reasonably concluded that there may be one or more legal defenses available to it or them or to other Indemnified Parties which are different from or additional to those available to the Company, in any of which events such reasonable fees and expenses shall be borne by the Company and the Company shall not have the right to direct the defense of such action on behalf of the Indemnified Party or Indemnified Parties. Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or action effected without its prior written consent. The Company agrees promptly to notify the Underwriters of the commencement of any litigation or proceedings against the Company or any of its officers or directors in connection with the sale of the Shares, any Preliminary Prospectus, the Rule 430A Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto, or any application.

(b) Each Underwriter severally agrees to indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall have signed the Registration Statement, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, to the same extent as the foregoing indemnity from the Company to the several Underwriters in Section 6(a), but only with respect to statements or omissions, if any, made in any Preliminary Prospectus, the Rule 430A Prospectus, the Registration Statement, or the Prospectus (as from time to time amended and supplemented), or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information furnished to the Company with respect to any Underwriter by or on behalf of such Underwriter through the Representative expressly for inclusion in any Preliminary Prospectus, the Rule 430A Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto, or in any application, as the case may be; provided, however, that the obligation of each Underwriter to provide indemnity under the provisions of this Section 6(b) shall be limited to the amount which represents the product of the number of Shares underwritten by such Underwriter, hereunder and the underwriting discount per Share set forth on the cover page of the Prospectus. For all purposes of this Agreement, the public offering price, the amounts of the selling concession and re-allowance set forth in the Prospectus, the information in the first and seventh paragraph under “Underwriting” and the risk factor “The Underwriter has limited experience in conducting public equity offerings” constitute the only information furnished in writing by or on behalf of any Underwriter expressly for inclusion in any Preliminary Prospectus, the Rule 430A Prospectus, the Registration Statement or the Prospectus (as from time to time amended or supplemented), or any amendment or supplement thereto, or in any application, as the case may be. If any action shall be brought against the Company or any other person so indemnified based upon any Preliminary Prospectus, the Rule 430A Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto, or any application, and in respect of which indemnity may be sought against any Underwriter pursuant to this Section 6(b), such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the Indemnified Parties, by the provisions of Section 6(a).

(c) To provide for just and equitable contribution, if (i) an Indemnified Party makes a claim for indemnification pursuant to Section 6(a) or 6(b) (subject to the limitations thereof) but it is found in a final judicial determination, not subject to further appeal, that such indemnification may not be enforced in such case, even though this Agreement expressly provides for indemnification in such case, or (ii) any Indemnified Party or Indemnifying Party seeks contribution under the Securities Act, the Exchange Act, or otherwise, then the Company (including for this purpose any contribution made by or on behalf of any director of the Company, any officer of the Company who signed the Registration Statement, and any controlling person of the Company), as one entity, and the Underwriters in the aggregate (including for this purpose any contribution by or on behalf of an Indemnified Party), as a second entity, shall contribute to the losses, liabilities, claims, damages and expenses whatsoever to which any of them may be subject, so

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that the Underwriters are responsible for the proportion thereof equal to the percentage which the underwriting discount per Share set forth on the cover page of the Prospectus represents of the initial public offering price of such securities set forth on the cover page of the Prospectus and the Company is responsible for the remaining portion, provided, however, that if applicable law does not permit such allocation, then other relevant equitable considerations such as the relative fault of the Company and the Underwriters in the aggregate in connection with the facts which resulted in such losses, liabilities, claims, damages and expenses shall also be considered. The relative fault, in the case of an untrue statement, alleged untrue statement, omission, or alleged omission, shall be determined by, among other things, whether such statement, alleged statement, omission, or alleged omission relates to information supplied by the Company or by the Underwriters, and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement, alleged statement, omission or alleged omission. The Company and the Underwriters agree that it would be unjust and inequitable if the respective obligations of the Company and the Underwriters for contribution were determined by pro rata or per capita allocation of the aggregate losses, liabilities, claims, damages and expenses (even if the Underwriters and the other Indemnified Parties were treated as one entity for such purpose) or by any other method of allocation that does not reflect the equitable considerations referred to in this Section 6(c). In no case shall any Underwriter be responsible for a portion of the contribution obligation imposed on all Underwriters in excess of its pro rata share based on the number of Shares underwritten by it as compared to the number of Shares underwritten by all Underwriters. No person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who is not guilty of such fraudulent misrepresentation. For purposes of this Section 6(c), each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company, shall have the same rights to contribution as the Company, subject in each case to the provisions of this Section 6(c). Anything in this Section 6(c) to the contrary notwithstanding, no party shall be liable for contribution with respect to the settlement of any claim or action effected without its written consent. This Section 6(c) is intended to supersede any right to contribution under the Securities Act, the Exchange Act or otherwise.

7. CONDITIONS OF UNDERWRITERS’ OBLIGATIONS.

The obligations of each Underwriter hereunder are subject to the continuing accuracy of the representations and warranties of the Company contained herein and in each certificate and document contemplated under this Agreement to be delivered to the Representative, as of the date hereof, as of the Closing Date, to the performance by the Company of its obligations hereunder, and to the following additional conditions:

(a) Notification that the Registration Statement has become effective shall be received by the Representative not later than 6:30 p.m., New York City time, on the date of this Agreement or at such later date and time as shall be consented to in writing by the Representative. If the Company has elected to rely upon Rule 430A of the Rules and Regulations, the price of the Shares and any price related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the Rules and Regulations within the prescribed time period, and prior to the Closing Date the Company shall have provided evidence satisfactory to the Representative of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the Rules and Regulations.

(b) The Commission shall not have issued a Stop Order and no Blue Sky or securities authority of any jurisdiction shall have issued an order suspending the registration or qualification of the Securities, and no proceedings for such purpose shall have been instituted or shall be pending, or to the knowledge of the Company, be threatened or contemplated by the Commission or the Blue Sky or securities authorities of any such jurisdiction.

(c) The Representative shall have received an opinion, dated the Closing Date and satisfactory in form and substance to counsel for the Representative from Quarles & Brady LLP, counsel to the Company, to the effect that:

(i) The Company is a corporation duly incorporated and validly existing in good standing under the laws of Nevada, its jurisdiction of incorporation, with full corporate power and authority to own its property and conduct its business in the manner described in the Prospectus. To the knowledge of such counsel, the Company has obtained all necessary consents,

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authorizations, approvals, orders, licenses, certificates, declarations and permits of and from, and has made all required filings with, all federal, state, local and other governmental authorities and all courts and other tribunals, to own, lease, license and use its property and assets and to carry on the business in the manner described in the Prospectus. The Company is duly registered or qualified to do business as a foreign corporation and is in good standing in each other jurisdiction in which its ownership, leasing, licensing, or use of property and assets or the conduct of its business requires such registration or qualification, except where the failure to so qualify would not have a material adverse effect on the operations, business, property, assets or condition (financial or otherwise) of the Company. The Company has no subsidiaries.

(ii) The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, of which 4,842,850 shares are outstanding, and 5,000,000 shares of Preferred Stock, of which no shares are outstanding. Each outstanding share of Common Stock is validly authorized, validly issued, fully paid, and non-assessable, with no personal liability attaching to the ownership thereof, has not been issued and is not owned or held in violation of any preemptive right of stockholders. There is no commitment, plan or arrangement to issue, and no outstanding option, warrant or other right calling for the issuance of, any share of capital stock of the Company or any security or other instrument which by its terms is convertible into, exercisable for, or exchangeable for capital stock of the Company, except as disclosed in the Prospectus. There is outstanding no security or other instrument which by its terms is convertible into or exchangeable for capital stock of the Company.

(iii) To the knowledge of such counsel, there is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending or threatened, with respect to the Company or any of its operations, business, property or assets, except as disclosed in the Prospectus or such as individually or in the aggregate do not now have and are not expected to have a material adverse effect on the operations, business, property, assets or condition (financial or otherwise) of the Company. The Company is not in violation of, or in default with respect to, any law, rule, regulation, order, judgment or decree, except as disclosed in the Prospectus or such as individually or in the aggregate do not now have and are not expected to have a material adverse effect on the operations, business, property, assets or condition (financial or otherwise) of the Company; nor is the Company required to take any action in order to avoid any such violation or default.

(iv) Except as disclosed in the Prospectus, neither the Company nor to the knowledge of such counsel, any other party, is now in violation or breach of, or in default with respect to complying with, any material provision of any indenture, mortgage, deed of trust, debenture, note or other evidence of indebtedness, contract, agreement, instrument, lease or license, or arrangement or understanding known to such counsel which is material to the Company, and each such indenture, mortgage, deed of trust, debenture, note or other evidence of indebtedness, contract, agreement, instrument, lease or license is in full and force and is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and by equitable principles affecting the availability of remedies in the nature of specific performance.

(v) The Company is not in violation or breach of, or in default with respect to, any term of its Articles of Incorporation or By-laws.

(vi) The Company has all requisite corporate power and authority to execute, deliver and perform this Agreement. All necessary corporate proceedings of the Company have been taken to authorize the execution, delivery, and performance by the Company of this Agreement. This Agreement has been duly authorized, executed and delivered by the Company, and constitutes the legal, valid and binding agreement of the Company, enforceable as to the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and by equitable principles affecting the availability of remedies in the nature of specific performance, and except as the enforceability of the indemnification and contribution provisions of this Agreement may be limited under applicable securities laws. The Representative’s Warrants have been duly authorized by the Company and, when executed, issued and delivered by the Company and paid for by the Underwriters in accordance with the provisions of this

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Agreement will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and by equitable principles affecting the availability of remedies in the nature of specific performance.

(vii) All legally required proceedings in connection with the authorization, issue and sale of the Shares by the Company in accordance with the provisions of this Agreement have been taken, and no material consent, authorization, approval, order, license, certificate, declaration or permit of or from, or filing with, any governmental or regulatory authority, agency, board, bureau or other body is required for the execution, delivery or performance by the Company of this Agreement or each of the Representative’s Warrants (except filings with and orders of the Commission pursuant to the Securities Act which have been made or received and matters under Blue Sky or state securities laws, rules or regulations, as to which such counsel need not express an opinion).

(viii) No consent of any party to any material contract, agreement, instrument, lease or license, or arrangement or understanding known to such counsel, to which the Company is a party, or to which any of its property or assets are subject, is required for the execution, delivery or performance of this Agreement or the Representative’s Warrants (except as set forth in the exhibits to the Registration Statement); and the execution, delivery and performance of this Agreement and each of the Representative’s Warrants will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under any such contract, agreement, instrument, lease, license, arrangement or understanding, result in the creation or imposition of any lien, security interest, pledge, charge or other encumbrance upon any of the material property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan or credit agreement, lease or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the material property or assets of the Company is subject, known to such counsel, or violate or result in a breach of any term of the Certificate of Incorporation or By-laws of the Company, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment or decree binding on the Company or to which any of its operations, business, property or assets are subject.

(ix) The Shares are validly authorized. Upon payment of the purchase price thereunder in accordance with the provisions of this Agreement, the Representative’s Warrants will be duly delivered. The Shares, when issued, paid for and delivered in accordance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, without any personal liability attaching to the ownership thereof, and will not be issued in violation of any preemptive rights of stockholders. Upon payment of the purchase price therefor in accordance with the provisions of this Agreement, the Underwriters will receive good title to the Shares purchased by them from the Company, free and clear of all Encumbrances, and the Representative (and its executive officers) will receive good title to the Representative’s Warrants purchased by them from the Company, free and clear of all Encumbrances.

(x) The Representative’s Warrant Shares are validly authorized and have been duly and validly reserved for issuance, and when issued, paid for and delivered upon exercise of the Representative’s Warrants in accordance with the provisions of the Representative’s Warrants will be validly authorized, validly issued, fully paid, and non-assessable, with no personal liability attaching to the ownership thereof, and will not have been issued in violation of any preemptive rights of stockholders, and the holders of the Representative’s Warrant Shares will receive good title to them, free and clear of all Encumbrances.

(xi) The Shares and the Representative’s Warrants conform to all statements relating thereto contained in the Registration Statement and the Prospectus.

(xii) To the knowledge of such counsel, any material contract, agreement, instrument, lease or license required to be described in the Registration Statement or the Prospectus has been properly described therein. To the knowledge of such counsel, any material contract, agreement, instrument, lease, or license required to be filed as an exhibit to the Registration Statement has been filed with the Commission as an exhibit to or has been incorporated as an exhibit by reference into the Registration Statement.

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(xiii) To the knowledge of such counsel, no person or entity has the right to require registration of shares of Common Stock or other securities of the Company because of the filing or effectiveness of the Registration Statement who has not waived such right.

(xiv) The Company is not an “investment company” by reason of its assets and operations as defined in Section 3(a) of the Investment Company Act.

(xv) To the knowledge of such counsel, none of the Securities issued by the Company prior to the date hereof has been offered and sold by the Company in violation of the Securities Act or applicable Blue Sky or state securities laws or rules or regulations. All shares of Common Stock outstanding as of the date hereof have been duly authorized and validly issued, and are fully paid and non-assessable, with no personal liability attaching to the ownership thereof, and have not been issued in violation of any preemptive rights of stockholders.

(xvi) The statements in the Prospectus under captions “Prospectus Summary”, “Description of Business”, Risk Factors”, “Description of Property”, “Use of Proceeds”, “Management”, “Legal Proceedings”, “Executive Compensation”, “Transactions with Related Persons, Promoters and Certain Control Persons”, and “Description of Securities” have been reviewed by such counsel and insofar as such statements refer to descriptions of agreements, instruments or leases, summarize the status of litigation or other proceedings, or the provisions of orders, judgments or decrees, or constitute statements of law, descriptions of statutes, rules or regulations, or conclusions of law, such statements fairly present the information called for and are accurate and complete in all material respects.

(xvii) The Registration Statement has become effective under the Securities Act, and to the knowledge of such counsel, no Stop Order has been issued and no proceedings for that purpose have been instituted or threatened. AMEX has confirmed that the Shares will be listed on AMEX on the Closing Date.

(xviii) The Registration Statement, any Rule 430A Prospectus, and the Prospectus, and any amendment or supplement thereto (except for the financial statements and the notes and schedules related thereto, and other financial information and statistical data contained therein or omitted therefrom, as to which such counsel need express no opinion), comply as to form in all material respects with the applicable requirements of the Securities Act.

(xix) Such counsel has participated in the preparation of the Registration Statement and the Prospectus and any amendments or supplements thereto, and in the course thereof participated in conferences with officers and other representatives of the Company, representatives of the independent certified public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement and Prospectus and related matters were discussed and, although such counsel is riot passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus, or any amendment or supplement thereto, on the basis of the foregoing, no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement or any amendment thereto at the time such Registration Statement or such amendment became effective or the Prospectus as of its date of any amendment or supplement thereto as of its date contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (it being understood that such counsel need express no comment with respect to the financial statements, and the notes and schedules related thereto, and other financial information and statistical data included in the Registration Statement or Prospectus).

(xx) To the knowledge of such counsel, since the effective date of the Registration Statement, no event has occurred which should have been set forth in an amendment or supplement to the Registration Statement or the Prospectus which has not been set forth in such an amendment or supplement.

In rendering such opinion, counsel for the Company may rely (A) as to matters involving the application of laws other than the laws of the United States and the General Corporation Law of the State of Nevada, to the extent counsel for the Company deems proper

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and to the extent specified in such opinion, upon opinion or opinions of local counsel (in form and substance satisfactory to counsel for the Representative) acceptable to counsel for the Representative, familiar with the applicable laws, in which case the opinion of counsel for the Company shall state that the opinion or opinions of such other counsel are satisfactory in scope, form and substance to counsel for the Company and that reliance thereon by counsel for the Company is reasonable; (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company; and (C) to the extent they deem proper, upon written statements or certificates of officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to counsel for the Representative.

(d) You shall have received letters addressed to you and dated the date hereof and the Closing Date from Farber Haas Hurley LLP, independent registered public accounting firm for the Company, addressed to you, and in form and substance satisfactory to you, to the effect that:

(i) Such accountants are independent public accountants as required by the Securities Act and the rules and regulations of the Commission thereunder and no information need be supplied with respect to them in answer to Item 10 of Form S-1.

(ii) In their opinion, the financial statements and related notes of the Company examined by them, at all dates and for all periods referred to in their report therein, and included in the Registration Statement and the Prospectus on their authority as experts comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Rules and Regulations of the Commission promulgated thereunder.

(iii) On the basis of limited procedures not constituting an audit, including a reading of the latest available unaudited interim financial statements of the Company and the financial data and accounting records of the Company, inquiries of officials of the Company and others responsible for financial and accounting matters, a reading of the minute books of the Company, including without limitation the minutes (if any) of meetings or consents in lieu of meetings of the shareholders and of the Board of Directors (and any committees thereof) of the Company, and other specified procedures and inquiries requested by you, if any, nothing has come to their attention which causes them to believe that:

(A) except as disclosed in or contemplated by the Registration Statement and the Prospectus, during the period from the date of the last audited balance sheet of the Company included in the Registration Statement and Prospectus to a specified date not more than five (5) days prior to the date of such letter, there were no any decreases, as compared with the corresponding period of the preceding year, in net sales, earnings from operations, the total or per share amounts of net earnings, or the weighted average number of shares outstanding and no increases in cost of goods sold, operating, selling, general and administrative expenses;

(B) except as disclosed in or contemplated by the Registration Statement and the Prospectus, during the period from the date of the last audited balance sheet of the Company included in the Registration Statement and Prospectus to a specified date not more than five (5) days prior to the date of such letter, there has been any change in the capital stock or other securities of the Company or any payment or declaration of any dividend or other distribution in respect thereof or in exchange therefore, or any increase in the long-term debt of the Company or any decrease in the net current assets or net assets of the Company as compared with the amounts shown on the last audited balance sheet of the Company, included in the Registration Statement and the Prospectus (other than in the ordinary course of business); and

(C) On the basis of their examinations referred to in their report and consent included in the Registration Statement and Prospectus and the indicated procedures and inquiries referred to above, nothing has come to their attention which, in their judgment, would cause them to believe or indicate that the financial statements and related notes and schedules of the Company included in the Registration Statement and Prospectus do not present fairly the financial position and results of operations of the Company, as at the dates and for the periods indicated, in conformity with generally accepted accounting principles applied on a consistent basis, and are not in all material respects a fair presentation of the information purported to be shown.

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(iv) In addition to their examination referred to in their report included in the Registration Statement and the Prospectus and the inquiries and limited procedures referred to in clause (iii) of this Section 7(d), they have performed other procedures, not constituting an audit, with respect to certain numerical data, percentages, dollar amounts and other financial information appearing in the Registration Statement and the Prospectus, which are derived from the general accounting records of the Company, and have compared certain of such data and information with the accounting records of the Company and found them to be in agreement.

(v) Such other matters as you may have reasonably requested.

(e) The representations and warranties of the Company in this Agreement shall be true and correct with the same effect as if made on and as of the Closing Date and the Company shall have complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date.

(f) The Registration Statement and the Prospectus and any amendments or supplements thereto shall contain all statements which are required to be stated therein in accordance with the Securities Act and the Rules and Regulations, and shall in all material respects conform to the requirements thereof, and neither the Registration Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

(g) There shall have been, since the respective dates as of which information is given in the Registration Statement and the Prospectus, no material adverse change in the business, property, condition (financial or otherwise), results of operations, capital stock, long-term or short-term debt or general affairs of the Company, except changes which the Registration Statement and the Prospectus indicate might occur after the effective date of the Registration Statement, and the Company shall not have incurred any material liabilities or entered into any agreements not in the ordinary course of business, except as disclosed in the Registration Statement and the Prospectus.

(h) No action, suit or proceeding, at law or in equity, shall be pending or, to the knowledge of the Company, threatened against the Company which would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the knowledge of the Company, threatened against the Company before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding would have a materially adverse effect on the business, property, condition (financial or otherwise), results of operations or general affairs of the Company.

(i) The Representative shall have received an officers’ certificate, dated as of the Closing Date, signed by each of the President and chief financial officer of the Company and in form and substance satisfactory to the Representative, to the effect set forth in Sections 7(a), (b), (e), (f), (g) and (h).

(j) FINRA, upon review of the terms of the public offering of the Shares, shall have indicated that it has no objections to the underwriting arrangements pertaining to the sale of the Shares and the participation by the Underwriters in such sale.

(k) Prior to or on the Closing Date, the Company shall have delivered to the Representative executed copies of the agreements related to the Offering Restrictions.

(l) Subsequent to the date hereof, there shall not have occurred any change, or any development affecting particularly the business or financial affairs of the Company which, in your opinion as Representative of the several Underwriters, would materially and adversely affect the market for the Shares.

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(m) Subsequent to the date hereof, no executive officer of the Company listed as such in the Prospectus shall have died, become physically or mentally disabled, resigned or have been removed or discharged.

(n) The Company shall furnish the Representative with such further certificates and documents as the Representative or its counsel shall have reasonably requested. All opinions, certificates, letters and other documents required by this Section 7 to be delivered to the Representative by the Company will be in compliance with the provisions hereof only if they are satisfactory in form and substance to the Representative and its counsel. The Company will furnish the Representative with such conformed copies of such opinions, certificates, letters and other documents as the Representative shall reasonably request.

(o) A minimum of 1,000,000 Shares shall have been sold and the proceeds thereof placed in escrow with the Escrow Agent during the Offering Period and AMEX shall have confirmed during the Offering Period that the Shares will be listed on AMEX.

8. EFFECTIVE DATE OF AGREEMENT; TERMINATION.

(a) The Representative and the Company agree that unless a minimum of 1,000,000 Shares are subscribed to and the proceeds thereof are placed in with the Escrow Agent on or prior to the termination of the Offering Period and on or prior to the termination of the Offering Period, AMEX has confirmed that on the Closing Date, the Shares will be listed on AMEX, this Agreement will terminate. In such event all proceeds that have been paid for Shares will be returned to investors. This Agreement shall become effective at 9:30 a.m., New York City time, on the first full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by the Underwriters of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes effective, of the release by the Representative for publication of the first newspaper advertisement which is subsequently published relating to the Shares or the time, after the Registration Statement becomes effective, when the Shares are first released by the Representative for offering by the Underwriters and dealers by letter or telegram, whichever shall first occur. The Representative or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time this Agreement becomes effective.

(b) In addition to the right to terminate this Agreement pursuant to Sections 7 hereof by reason of the Company’s failure, refusal or inability to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder prior to the Closing Date the Representative shall have the right to terminate this Agreement at any time prior to the Closing Date by giving notice to the Company, if the Company shall have sustained a material loss or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Company; or if there shall have been a general suspension of, trading in securities on the New York Stock Exchange, the AMEX or in the over-the-counter market; or if a banking moratorium has been declared by a state or federal authority; or if there shall have been an outbreak of major hostilities between the United States and any foreign power, or any other insurrection, armed conflict or national calamity, which in the judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares.

(c) If the Representative elects to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, the Representative shall notify the Company promptly by telephone, telecopier, telex, or telegram, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify the Representative promptly by telephone, telecopier, telex, or telegram, confirmed by letter.

(d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if (I) this Agreement (a) shall not become effective, or (b) if the Representative terminates this Agreement, in either case due to a breach or non-fulfillment of obligations of Section 7 hereof by the Company, which shall include a breach of the representations and warranties of the Company contained in this Agreement, or for the failure of the Company to perform any of the covenants contained in this Agreement or (II) if the Company elects to terminate this Agreement pursuant to Section 8 hereof, the sole liability of the Company to the several

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Underwriters, in addition to the obligations the Company assumed pursuant to Section 4(g) and 4(i), will be to reimburse the Underwriters for such out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) as shall have been incurred by them in connection with this Agreement or the proposed offer, sale, and delivery of the Shares; and upon demand the Company agrees to pay promptly the full amount thereof to the Underwriters, provided that, such reimbursement amount shall be limited to an aggregate amount of fifty thousand dollars ($50,000) in total; in all other instances that this Agreement shall not become effective or shall be terminated or otherwise not be carried out within the time specified herein, each of the parties shall be responsible for their own out-of-pocket expenses (including the reasonable fees and disbursements of their own counsel) as shall have been incurred by them in connection with this Agreement or the proposed offer, sale, and delivery of the Shares.

(e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 4(i), 6, and 8 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

9. MISCELLANEOUS.

(a) Notices required to be in writing shall be mailed or delivered (i) to the Company at its office at Spheric Technologies, Inc., 4708 East Van Buren Street, Phoenix, Arizona 85008, with copies to Quarles & Brady LLP, One Renaissance Square, Two North Central Avenue, Phoenix, Arizona 85004, Attention: Christian J. Hoffmann, III, Esq. or (ii) to the Representative or Underwriters, at the office of Midtown Partners & Co., LLC, 4218 West Linebaugh Avenue, Tampa, Florida 33624 Attention: Bruce Jordan with copies to Lehman & Eilen LLP, 20283 State Road 7, Suite 300, Boca Raton, FL 33498 Attention: Hank Gracin, Esq., and shall be deemed given when received. Any notice not required to be in writing, may be made by telex, telecopier or telephone and shall be deemed given at the time the telex, or telecopied communication is received or the telephone call is made, but if so made shall be subsequently confirmed in writing.

(b) The covenants, agreements, representations and warranties of the Company, and the indemnity and contribution agreements, contained in Sections 4, 5 and 6 of this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company or any of its officers or directors or any controlling persons of any Underwriter or the Company and will survive acceptance of and payment for any of the Shares and the termination of this Agreement.

(c) This Agreement has been and is made solely for the benefit of the several Underwriters and the Company and the controlling persons, directors and officers referred to in Section 6 hereof and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” as used in this Agreement shall not include a purchaser, as such purchaser, of Shares from any of the several Underwriters.

(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, applicable to contracts made and to be performed entirely with such State, without regard to conflict of laws provisions thereof.

Please confirm that the foregoing correctly sets forth the agreement among the Company and the Representative.

SPHERIC TECHNOLOGIES, INC.

By:

Name:

Title:

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Confirmed, as of the date first above mentioned.

MIDTOWN PARTNERS & CO., LLC

By:

Name:

Title:

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SCHEDULE I

Underwriting Agreement, dated                  , 2008

Underwriter

EX-3.1

Exhibit 3.1

	DEAN HALLER
	Secretary of State
	206 North Carson Street
	Carson City, Nevada 89701-4299
	(775) 684 5708
	Website: secretaryofstate.biz

Articles of Incorporation

(PURSUANT TO NRS 78)

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

1.	Name of Corporation:	SPHERIC TECHNOLOGIES, INC.
2.	Resident Agent Name and Street Address:	The Corporation Trust Company of Nevada Name
	(must be a Nevada address where process may be served)	6100 Neil Road, Suite 500                                         Reno			,	NEVADA
		89511
		Street Address		City		State
		Zip Code
					,
		Optional Mailing Address		City		State
		Zip Code
3.	Shares: (number of shares corporation authorized to issue)	The classes and number of shares of each class which the Corporation is authorized to issue is further set forth on Exhibit A.
		Number of shares with par value:	55,000,000	Par value:	$0.001	Number of shares without par value:
			n/a
4.	Names & Addresses, of Board of Directors/Trustees: (attach additional page if there is more than 3 directors/trustees)	1. Joseph Hines
		Name
		4708 East Van Buren Street                                     Phoenix			,	AZ
		85308
		Street Address		City		State
		Zip Code
		2. Michael Kirksey
		Name
		4708 East Van Buren Street                                     Phoenix			,	AZ
		85308
		Street Address		City		State
		Zip Code
		3. Peter Blonsky
		Name
		4708 East Van Buren Street                                     Phoenix			,	AZ
		85308
		Street Address		City		State
		Zip Code
		*  Additional board of directors and articles are further set forth on Exhibit A attached hereto.

5.	Purpose: (optional—see instructions)	The purpose of this Corporation shall be:
6.	Name, Address and Signature of Incorporator: (attach additional page if there is more than 1 incorporator)	Joseph Hines		/s/ Joseph Hines
		Name		Signature
		4708 East Van Buren Street                                  Phoenix		,	AZ
		85008
		Address	City		State
		Zip Code
7.	Certificate of Acceptance of Appointment of Resident Agent:	I hereby accept appointment as Resident Agent for the above named corporation.
Authorized Signature of R.A. or On Behalf of R.A. Company Date

This form must be accompanied by appropriate fees. See attached fee schedule.	Nevada Secretary of State Form 78 ARTICLES.2003
	Revised on: 11/21/03

EXHIBIT A

ADDENDUM TO THE

ARTICLES OF INCORPORATION

OF

SPHERIC TECHNOLOGIES, INC.

ARTICLE 3

Shares:

Number of Shares with par value: 55,000,000

Par Value: $0.001

The aggregate number of shares that the Corporation will have authority to issue is Fifty-Five Million (55,000,000), of which Fifty Million (50,000,000) shares will be Common Stock, with a par value of $0.001 per share, and Five Million (5,000,000) shares will be blank check 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 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.

ARTICLE 4

Board of Directors:

Name & Address of additional member of the Board of Directors:

NAME	ADDRESS	TITLE
Jason Mayer	4708 East Van Buren Street Phoenix, AZ 85008	Director

The number of Directors of the Corporation shall be fixed by its Bylaws.

ARTICLE 8

Liability:

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 9

Bylaws:

Provisions for the regulation of the internal affairs of the Corporation will be contained in its Bylaws as adopted by the Board of Directors.

ARTICLE 10

Acquisition of Controlling Interest:

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.

ARTICLE 11

Indemnification:

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.

EX-3.2

Exhibit 3.2

ROSS MILLER Secretary of State 206 North Carson Street, Ste 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz

	Articles of Conversion (PURSUANT TO NRS 92A.205) Page 1
USE BLACK INK ONLY- DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICE USE ONLY

Articles of Conversion

(Pursuant to NRS 92A.205)

1. Name and jurisdiction of organization of constituent entity and resulting entity:

SPHERIC TECHNOLOGIES, INC.

Name of constituent entity

ARIZONA	CORPORATION
Jurisdiction	Entity type *
and,
SPHERIC TECHNOLOGIES, INC.
Name of resulting entity
NEVADA	CORPORATION
Jurisdiction	Entity type *

2. A plan of conversion has been adopted by the constituent entity in compliance with the law of the jurisdiction governing the constituent entity.

3. Location of plan of conversion: (check one)

¨ The entire plan of conversion is attached to these articles.

x The complete executed plan of conversion is on file at the registered office or principal place of business of the resulting entity.

¨ The complete executed plan of conversion for the resulting domestic limited partnership is on file at the records office required by NRS 88.330.

* corporation, limited partnership, limited-liability partnership, limited-liability company or business trust.

This form must be accompanied by appropriate fees.	Nevada Secretary of State Form AM Conversion page 1 2007
	Revised on: 01/01/07

ROSS MILLER Secretary of State 206 North Carson Street, Ste 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz

	Articles of Conversion (PURSUANT TO NRS 92A.205) Page 2
USE BLACK INK ONLY - DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICE USE ONLY

4. Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the resulting entity in the conversion):

Attn:

c/o:

5. Effective date of conversion (optional) (not to exceed 90 days after the articles are filed pursuant to NRS 92A.240 ^* :

6. Signature – must be signed by:

1. If constituent entity is a Nevada entity: an officer of each Nevada corporation; all general partners of each Nevada limited partnership or limited-liability limited partnership; a manager of each Nevada limited-liability company with managers or all the members if there are no managers; a trustee of each Nevada business trust; a managing partner of a Nevada limited-liability partnership (a.k.a.; general partnership governed by NRS chapter 87).

2. If constituent entity is a foreign entity: must be signed by the constituent entity in the manner provided by the law governing it.

SPHERIC TECHNOLOGIES, INC.

Name of constituent entity

X /s/ Joseph Hines	PRESIDENT	7/11/08
Signature	Title	Date

* Pursuant to NRS 92A.205(4) if the conversion takes effect on a later date specified in the articles of conversion pursuant to NRS 92A.240, the constituent document filed with the Secretary of State pursuant to paragraph (b) subsection 1 must state the name and the jurisdiction of the constituent entity and that the existence of the resulting entity does not begin until the later date. This statement must be included within the resulting entity’s articles.

Filing Fee $350.00

This form must be accompanied by appropriate fees.	Nevada Secretary of State Form AM Conversion page 2 2007
	Revised on: 01/01/07

EX-3.3

Exhibit 3.3

AMENDED AND RESTATED

BYLAWS

OF

SPHERIC TECHNOLOGIES, INC.

Adopted July 17, 2008

ARTICLE I

OFFICES

1. Registered Office.

The registered office of the Corporation shall be the registered office named in the Articles of Incorporation of the Corporation. The Corporation may change its registered office from time to time as the Board of Directors may designate or in the manner as provided by the Private Corporations Law of the State of Nevada.

2. Other Offices.

The Corporation may also have offices at such other places both within and without the State of Nevada as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

SHAREHOLDERS

1. Annual Meeting.

The annual meeting of the stockholders shall be held on such date as the Board of Directors shall determine for the purpose of electing Directors and for the transaction of such other business as may properly come before the meeting. If the election of Directors is not held on the day designated by the Board of Directors for any annual meeting of the stockholders, or any adjournment hereof, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as convenient.

2. Special Meetings.

Special meetings of the stockholders may be called for any purpose or purposes, unless otherwise prescribed by statute, at any time by the Board of Directors, Chairman of the Board or the President, or otherwise as provided by the Private Corporations Law of the State of Nevada. In no event, however, shall a special meeting of the stockholders be held on any matter that is the subject of pending litigation to which the Corporation is a party. Any business to be transacted at a special meeting of stockholders must be confined to the purpose stated in the notice of the stockholders’ meeting and to such additional matter as the chairman of the meeting may rule to be relevant to such purpose.

3. Place of Meetings.

Annual and special meetings of the stockholders shall be held at the general office of the Corporation, unless otherwise specified in the notice calling any such meeting, or in the event of a waiver of notice of such meeting, in such waiver of notice.

4. Notice of Meeting; Adjourned Meeting; Waiver of Notice.

Written notice stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than fifty (50) days before the date of the meeting. Notice may be delivered either personally or by first class, certified or registered mail or by facsimile transmission, charges prepaid, by an officer of the Corporation at the direction of the person or persons calling the meeting. If mailed, notice shall be deemed to be delivered when mailed to the stockholders at his or her address as it appears on the stock transfer books of the Corporation. If the notice is sent by facsimile transmission, it shall be deemed to have been given upon transmission, if transmission occurs on a business day before 5:00 p.m. at the place of receipt, and upon the business day following transmission, if transmission occurs after 5:00 p.m. Additionally, any notice to stockholders given by the Corporation shall be effective if given by a form of electronic transmission consented to by the stockholder to whom notice is given. Notice need not be given of an adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, provided that such adjournment is for less than thirty days and further provided that a new record date is not fixed for the adjourned meeting, in either of which events, written notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at such meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally noticed. A written waiver of notice, whether given before or after the meeting to which it relates, shall be equivalent to the giving of notice of such meeting to the stockholder or stockholders signing such waiver. Attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when the stockholder attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

5. Fixing Date for Determination of Shareholders Record.

In order that the Corporation may determine the stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any other change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix in advance a record date, which shall not be more than sixty (60) nor less than ten (10) days prior to the date of such meeting or such action, as the case may be. If the Board has not fixed a record date for determining the stockholders entitled to notice of and to vote at a meeting of stockholders, the record date shall be at four o’clock in the afternoon on the day before the day on which notice is given, or if notice is waived, at the commencement of the meeting. If the Board has not fixed a record date for determining the stockholders entitled to express consent to corporate action in writing without a meeting, the record date shall be the time of the day on which the first written consent is served on the Corporation in the manner provided by the Private Corporations Law of the State of Nevada. If the Board has not fixed a record date for determining stockholders for any other purpose, the record date shall be at the close of business on the day before the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting if such adjournment or adjournments do not exceed thirty days in the aggregate; provided, however, that the Board may fix a new record date for the adjourned meeting.

6. Record of Stockholders.

The Secretary or other officer having charge of the stock transfer books of the Corporation shall make, or cause to be made, a complete record of the stockholders entitled to vote at a meeting of stockholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each stockholder. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to inspection by the stockholders during the entire time of the meeting for the purposes thereof. Failure to comply with the requirements of this Section 6, however, shall not affect the validity of any action taken at any such meeting.

7. Quorum and Manner of Acting.

At any meeting of the stockholders, the presence, in person or by proxy, of the holders of a majority of the outstanding stock entitled to vote shall constitute a quorum. All shares represented and entitled to vote on any single subject matter which may be brought before the meeting shall be counted for quorum purposes. Only those shares entitled to vote on a particular subject matter shall be counted for the purpose of voting on that subject matter. Business may be conducted once a quorum is present and may continue to be conducted until adjournment sine die, notwithstanding the withdrawal or temporary absence of stockholders leaving less than a quorum. Except as otherwise provided in the Private Corporations Law of the State of Nevada, the affirmative vote of the holders of a majority of the shares of stock then represented at the meeting and entitled to vote on the subject matter under consideration shall be the act of the stockholders; provided, however, that if the shares of stock then represented are less than the number required to constitute a quorum, the affirmative vote must be such as would constitute a majority if a quorum were present, except that the affirmative vote of the holders of a majority of the shares of stock then present is sufficient in all cases to adjourn a meeting.

8. Voting of Shares of Stock; Proxies.

Each stockholder shall be entitled to one vote for each share of stock standing in his or her name on the books of the Corporation on the record date. A stockholder may vote either in person or by proxy executed in writing or transmitted as permitted by law, including without limitation, electronically, via telegram, internet, interactive voice response system, or other means of electronic transmission executed or authorized by the stockholder or by his or her duly authorized attorney in fact, but no such proxy shall be voted or acted upon after eleven (11) months from the date of its execution unless the proxy provides for a longer period. Any proxy transmitted electronically shall set forth such information from which it can be determined that such electronic transmission was authorized by the stockholder. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, when held by it in a fiduciary capacity. Shares of stock standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such other corporation may prescribe or, in the absence of such provision, as the board of directors of such other corporation may determine. Shares of stock standing in the name of an administrator, executor, guardian, conservator, trustee, receiver, trustee in bankruptcy or assignee for the benefit of creditors may be voted by such person, either in person or by proxy. Shares of stock held by an administrator, executor, guardian or conservator may be voted by such person, either in person or by proxy, without a transfer of such shares into his or her name. Shares of stock held by a trustee, other than a trustee in bankruptcy, may not be voted by such trustee without a transfer of such shares into his or her name. Shares of stock held by or under the control of a receiver or trustee in bankruptcy may be voted by such receiver or trustee, either in person or by proxy, without a transfer thereof into his or her name if authority so to do is contained in an appropriate order of the court by which such receiver or trustee was appointed. A person whose stock is pledged shall be entitled to vote such stock unless the stock has been transferred into the name of the pledgee on the books of the Corporation, in which case only the pledgee or his or her proxy shall be entitled to vote such stock. If shares of stock stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, tenants by community property or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares of stock, unless the Corporation is given written notice in the manner required by the Private Corporations Law of the State of Nevada to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (i) if only one votes, his or her act binds all; (ii) if more than one vote, the act of the majority so voting

binds all; and (iii) if more than one vote, but the vote is evenly split on any particular matter, each faction may vote the shares in question proportionally. If any tenancy is held in unequal interests, the majority or even split, for the purpose of the preceding sentence, shall be a majority or even split in interest. Unless demanded by a stockholder present in person or by proxy at any meeting of the stockholders and entitled to vote thereat, or unless so directed by the chairman of the meeting, the vote thereat on any question need not be by ballot. If such demand or direction is made, a vote by ballot shall be taken, and each ballot shall be signed by the stockholder voting, or by his or her proxy, and shall state the number of shares voted.

9. Organization.

At each meeting of the stockholders, the Chairman of the Board, or, if he or she is absent therefrom, the Chief Executive Officer, or, if he or she is absent therefrom, another officer of the Corporation chosen as chairman of such meeting by a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat, or, if all the officers of the Corporation are absent therefrom, a stockholder of record so chosen, shall act as chairman of the meeting and preside thereat. The Secretary, or, if he or she is absent from the meeting or is required pursuant to the provisions of this Section 9 to act as chairman of such meeting, the person (who shall be an Assistant Secretary, if any and if present) whom the chairman of the meeting shall appoint shall act as secretary of the meeting and keep the minutes thereof.

10. Order of Business; Notice of Stockholder Proposals; Nomination of Director Candidates.

(a) At any annual or special meeting of the stockholders, only such business shall be conducted as shall have been brought before the meetings (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors, or (iii) by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Section 10, who shall be entitled to vote at such meeting, and who complies with the notice procedures set forth in this Section 10. The chairman of any meeting shall determine the manner of voting and conduct of business at the meeting.

(b) Only persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible to serve as directors. Nominations of persons for election to the Board of Directors may be made at a meeting of stockholders (i) by or at the direction of the Board of Directors or a committee thereof or (ii) by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Section 10 who shall be entitled to vote for the election of directors at the meeting, and who complies with the notice procedures set forth in this Section 10.

(c) A stockholder must give timely, written notice to the Secretary of the Corporation to nominate directors at an annual meeting pursuant to Section 10 hereof or to propose business to be brought before an annual or special meeting pursuant to clause (iii) of Section 10(a) hereof. To be timely in the case of an annual meeting, a stockholder’s notice must be received at the principal executive offices of the Corporation not less than one hundred twenty (120) days before the date of the Corporation’s proxy statement release to shareholders in connection with the Corporation’s previous year’s annual meeting of stockholders. To be timely in the case of a special meeting or in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, a stockholder’s notice must be received at the principal executive offices of the Corporation no later than the close of business on the tenth day following the earlier of the day on which notice of the meeting date was mailed or public disclosure of the meeting date was made. For purposes of this Section 10, public disclosure shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934. Such stockholder’s notice shall set forth (i) with respect to each matter, if any, that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) with respect to each person, if any, whom the stockholder proposes to nominate for election as a director, all information relating to such person (including such person(s) written consent to being named in the proxy statement as a nominee and to serving as a director) that is required under the Securities Exchange Act of 1934, as amended, (iii) the name and address, as they appear on the Corporation’s records, of the stockholder proposing such business or nominating such persons (as the case may be), and the name and address of the beneficial owner, if any, on whose behalf the proposal or nomination is made, (iv) the class and number of shares of

capital stock of the Corporation that are owned beneficially and of record by such stockholder of record and by the beneficial owner, if any, on whose behalf the proposal or nomination is made, and (v) any material interest or relationship that such stockholder of record and/or the beneficial owner, if any, on whose behalf the proposal or nomination is made may respectively have in such business or with such nominee. At the request of the Board of Directors, any person nominated for election as a director shall furnish to the Secretary of the Corporation the information required to be set forth in a stockholder(s) notice of nomination which pertains to the nominee.

(d) Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted, and no person shall be nominated to serve as a director, at an annual or special meeting of stockholders, except in accordance with the procedures set forth in this Section 10. The Chairman of the meeting shall, if the facts warrant, determine that business was not properly brought before the meeting, or that a nomination was not made, in accordance with the procedures prescribed by these Bylaws and, if he shall so determine, he shall so declare to the meeting, and any such business not properly brought before the meeting shall not be transacted and any defective nomination shall be disregarded. A stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section 10.

(e) This Section 10 shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors and committees of the Board of Directors, but, in connection with such reports, no business shall be acted upon at such annual meeting unless stated, filed and received as herein provided.

11. Election of Directors.

Each stockholder entitled to vote at each election of Directors, shall have the right to vote, in person or by proxy, the number of shares of stock owned by such stockholder. Stockholders shall not have cumulative voting rights with respect to the election of Directors. The candidates receiving the greatest number of votes, up to the number of Directors to be elected, shall be the Directors.

12. Stockholder Approval or Ratification.

The Board of Directors may submit any contract or act for approval or ratification of the stockholders at a duly constituted meeting of the stockholders. Except as otherwise required by law, if any contract or act so submitted is approved or ratified by a majority of the votes cast thereon at such meeting, the same shall be valid and as binding upon the Corporation and all of its stockholders as it would be if it were the act of the stockholders.

13. Action by Stockholders Without a Meeting.

Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting, without notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the number of stockholders as are required to pass such action and entitled to vote with respect to the subject matter thereof.

14. Irregularities.

All informalities and irregularities at any meeting of the stockholders with respect to calls, notices of meeting, the manner of voting, the form of proxies and credentials, and the method of ascertaining those present shall be deemed waived if no objection is made at the meeting.

ARTICLE III

BOARD OF DIRECTORS

1. General Powers.

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

2. Number; Term of Office and Qualifications.

Subject to the requirements of the Private Corporations Law of the State of Nevada and the Articles of Incorporation, the Board of Directors may, from time to time, determine the number of Directors upon the affirmative vote of at least a majority of the Directors in office. Each Director shall hold office until the next annual meeting of stockholders following his appointment or election and until his or her successor is elected or until his or her death, resignation or removal in the manner hereinafter provided. Directors do not need to be residents of the State of Nevada or stockholders of the Corporation.

3. Place of Meeting.

The Board of Directors may hold its meetings at such place or places as it may from time to time by resolution determine or as shall be designated in any notices or waivers of notice thereof. Any such meeting, whether regular or special, may be held by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall constitute presence in person at such meeting.

4. Annual Meetings.

As soon as practicable after each annual election of Directors and on the same day, the Board of Directors may meet for the purpose of organization and the transaction of other business at the place where regular meetings of the Board of Directors are held, and no notice of such meeting shall be necessary in order to legally hold the meeting, provided that a quorum is present. If such meeting is not held as provided above, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for a special meeting of the Board of Directors, or in the event of waiver of notice as specified in the written waiver of notice.

5. Regular Meetings.

Regular meetings of the Board of Directors may be held without notice at such times as the Board of Directors shall from time to time by resolution determine.

6. Special Meetings; Notice.

Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board or a majority of the Directors at the time in office. Notice shall be given, in the manner hereinafter provided, of each such special meeting, which notice shall state the time and place of such meeting, but need not state the purposes thereof. Except as otherwise provided in Section 7 of this Article III, notice of each such meeting shall be mailed to each Director, addressed to him or her at his or her residence or usual place of business, at least two (2) days before the day on which such meeting is to be held, or shall be sent addressed to him or her at such place by telegraph, cable, wireless or other form of recorded communication or delivered personally or by telephone not later than the day before the day on which such meeting is to be held. A written waiver of notice, whether given before or after the meeting to which it relates, shall be equivalent to the giving of notice of such meeting to the Director or Directors signing such waiver. Attendance of a Director at a special meeting of the Board of Directors shall constitute a waiver of notice of such meeting, except when he or she attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

7. Quorum and Manner of Acting.

A majority of the whole Board of Directors shall be present in person at any meeting of the Board of Directors in order to constitute a quorum for the transaction of business at such meeting, and except as otherwise specified in these Bylaws, and except also as otherwise expressly provided by the Private Corporations Law of the State of Nevada, the vote of a majority of the Directors present at any such meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum from any such meeting, a majority of the Directors present thereat may adjourn such meeting from time to time to another time or place, without notice other than announcement at the meeting, until a quorum shall be present thereat. The Directors shall act only as a Board and the individual Directors shall have no power as such.

8. Organization.

(a) From its members, the Board of Directors will elect a Chairman to preside over meetings of the stockholders and of the Board of Directors. The Chairman may simultaneously serve as any officer of the Corporation. The Board may elect one or more Vice Chairmen. In the absence of the Chairman or a Vice Chairman, if any, the Board shall designate any person to preside at such meetings.

(b) At each meeting of the Board of Directors, the Chairman of the Board, or, if he or she is absent therefrom, a Vice Chairman, or if he or she is absent therefrom, a Director chosen by a majority of the Directors present thereat, shall act as chairman of such meeting and preside thereat. The Secretary, or if he or she is absent, the person (who shall be an Assistant Secretary, if any and if present) whom the chairman of such meeting shall appoint, shall act as Secretary of such meeting and keep the minutes thereof.

9. Action by Directors Without a Meeting.

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by all Directors entitled to vote with respect to the subject matter thereof.

10. Resignations.

Any Director may resign at any time by giving written notice of his or her resignation to the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time when it shall become effective is not specified therein, it shall take effect immediately upon its receipt by the Chairman of the Board, the President or the Secretary; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

11. Recording of a Negative Vote.

A Director who is present at a meeting of the Board of Directors at which any action is taken shall be presumed to have assented to such action unless his dissent to such action shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the Secretary before the adjournment thereof or forward such dissent to the Secretary by certified mail before 5:00 p.m. the next day which is not a holiday or Saturday after the adjournment of the meeting. No right to dissent shall apply to a Director who voted in favor of such action.

12. Removal of Directors.

Directors may be removed, with or without cause, as provided from time to time by the Private Corporations Law of the State of Nevada as then in effect.

13. Vacancies.

Any vacancy occurring in the Board of Directors, and any newly created directorship, may be filled by a majority of the Directors then in office, including any Director whose resignation from the Board of Directors becomes effective at a future time, provided that

the number of Directors then in office is not less than a quorum of the whole Board, or by a sole remaining Director. If at any time the Corporation has no Directors in office, any officer or any shareholder or any fiduciary entrusted with responsibility for the person or estate of a shareholder may call a special meeting of the shareholders for the purpose of filling vacancies in the Board of Directors.

14. Compensation.

Unless otherwise expressly provided by resolution adopted by the Board of Directors, no Director shall receive any compensation for his or her services as a Director. The Board of Directors may at any time and from time to time by resolution provide that the Directors shall be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. In addition, the Board of Directors may at any time and from time to time by resolution provide that Directors shall be paid their actual expenses, if any, of attendance at each meeting of the Board of Directors. Nothing in this section shall be construed as precluding any Director from serving the Corporation in any other capacity and receiving compensation therefor, but the Board of Directors may by resolution provide that any Director receiving compensation for his or her services to the Corporation in any other capacity shall not receive additional compensation for his or her services as a Director.

ARTICLE IV

OFFICERS

1. Number.

The Corporation shall have the following officers: a President, a Chief Executive Officer, a Treasurer, a Chief Financial Officer and a Secretary. At the discretion of the Board of Directors, the Corporation may also have additional officers, including but not limited to, Vice Presidents, Executive Vice Presidents, Assistant Vice Presidents, Assistant Secretaries and one or more Assistant Treasurers. Any two or more offices may be held by the same person.

2. Election and Term of Office.

The officers of the corporation shall be elected annually by the Board of Directors. Each such officer shall hold office until his or her successor is duly elected or until his or her earlier death or resignation or removal in the manner hereinafter provided.

3. Agents.

In addition to the officers mentioned in Section 1 of this Article IV, the Board of Directors may appoint such agents as the Board of Directors may deem necessary or advisable, each of which agents shall have such authority and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine. The Board of Directors may delegate to any officer or to any committee the power to appoint or remove any such agents.

4. Removal.

Any officer may be removed, with or without cause, at any time by resolution adopted by a majority of the whole Board of Directors.

5. Resignations.

Any officer may resign at any time by giving written notice of his or her resignation to the Board of Directors, the Chairman of the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the times specified therein, or, if the time when it shall become effective is not specified therein, it shall take effect immediately upon its receipt by the Board of Directors, the Chairman of the Board, the President or the Secretary; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

6. Vacancies.

A vacancy in any office due to death, resignation, removal, disqualification or any other cause may be filled for the unexpired portion of the term thereof by the Board of Directors.

7. Chairman

The Chairman of the Board, if one shall have been appointed and be serving, shall preside at all meetings of the Board of Directors and all meetings of Shareholders, and shall perform such other duties as from time to time may be assigned to him or her. He or she shall further be authorized to sign all deeds and conveyances, all contracts and agreements, and all other instruments requiring execution on behalf of the Corporation, including stock certificates, subject to policies established by the Board of Directors.

8. President and Chief Executive Officer.

The President and Chief Executive Officer shall be the chief executive officer of the Corporation. Subject to the direction of the Board of Directors, the President and Chief Executive Officer shall have and exercise direct charge of and general supervision over the business and affairs of the Corporation and shall perform such other duties as may be assigned from time to time by the Board of Directors.

9. Executive Vice President.

The Executive Vice-President shall: (a) carry out the policies and decisions of the President and/ or the Chief Executive Officer; (b) supervise and oversee the other vice presidents; and (c) any and all other tasks assigned by the President and/or the Chief Executive Officer.

10. Vice President.

Each Vice President shall have such powers and perform such duties as the Chairman of the Board, the Chief Executive Officer, the President or the Board of Directors may from time to time prescribe and shall perform such other duties as may be prescribed by these Bylaws. In the absence or disability of the President, a designated Vice President shall perform the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.

11. Secretary.

The Secretary shall: (a) record all the proceedings of the meetings of the stockholders and the Board of Directors in one or more books kept for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be the custodian of all contracts, deeds, documents, all other indicia of title to properties owned by the Corporation and of its other corporate records (except accounting records) and of the corporate seal, if any, and affix such seal to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (d) sign, with the Chairman of the Board, the Chief Executive Officer, the President or a Vice President, certificates for stock of the Corporation; (e) have charge, directly or through the transfer clerk or transfer clerks, transfer agent or transfer agents and registrar or registrars appointed as provided in Section 3 of Article VII of these Bylaws, of the issue, transfer and registration of certificates for stock of the Corporation and of the records thereof, such records to be kept in such manner as to show at any time the amount of the stock of the Corporation issued and

outstanding, the manner in which and the time when such stock was paid for, the names, alphabetically arranged, and the addresses of the holders of record thereof, the number of shares held by each, and the time when each became a holder of record; (f) upon request, exhibit or cause to be exhibited at all reasonable times to any Director such records of the issue, transfer and registration of the certificates for stock of the Corporation; (g) see that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and (h) see that the duties prescribed by Section 6 of Article II of these Bylaws are performed. In general, the Secretary shall perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Chairman of the Board, the Chief Executive Officer, the President or the Board of Directors.

12. Chief Financial Officer; Treasurer.

If required by the Board of Directors, the Chief Financial Officer and/or the Treasurer shall give a bond for the faithful discharge of his, her or their duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Chief Financial Officer and/or the Treasurer, who may be one or two persons, shall: (a) have charge and custody of, and be responsible for, all funds, securities, notes and valuable effects of the Corporation; (b) receive and give receipt for moneys due and payable to the Corporation from any sources whatsoever; (c) deposit all such moneys to the credit of the Corporation or otherwise as the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President shall direct in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; (d) cause such funds to be disbursed by checks or drafts on the authorized depositories of the Corporation signed as provided in Article VI of these Bylaws; (e) be responsible for the accuracy of the amounts of, and cause to be preserved proper vouchers for, all moneys so disbursed; (f) have the right to require from time to time reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Corporation from the officers or agents transacting the same; (g) render to the Chairman of the Board, the Chief Executive Officer or the Board, whenever they, respectively, shall request him, her or them so to do, an account of the financial condition of the Corporation and of all his, her or their transactions as Chief Financial Officer and Treasurer; (h) upon request, exhibit or cause to be exhibited at all reasonable times the cash books and other records to the Chairman of the Board, the Chief Executive Officer or any of the Directors of the Corporation; and (i) cause to be kept correct books of account of all the business and transactions of the Corporation, shall see that adequate audits thereof are currently and regularly made and certify the accounts of the Corporation. In general, the Chief Financial Officer and the Treasurer shall perform all duties incident to the offices of Chief Financial Officer and Treasurer and such other duties as from time to time may be assigned to him, her or them by the Chairman of the Board, the Chief Executive Officer or the Board of Directors.

13. Assistant Officers.

Any persons elected as assistant officers shall assist in the performance of the duties of the designated office and such other duties as shall be assigned to them by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Secretary or the Treasurer.

14. Compensation.

The compensation of the Officers shall be fixed from time to time by the Board of Directors, and no Officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation. The salaries of the Officers or the rate by which salaries are fixed shall be set forth in the minutes of the meetings of the Board of Directors. Election or appointment as an officer shall not of itself create a right to compensation for services performed as such officer.

ARTICLE V

COMMITTEES

1. Executive Committee: How Constituted and Powers.

The Board of Directors, by resolution adopted by a majority of the whole Board of Directors, may designate one or more of the Directors then in office, who shall include the Chairman of the Board, to constitute an Executive Committee, which shall have and may exercise between meetings of the Board of Directors all the delegable powers of the Board of Directors to the extent not expressly prohibited by the Private Corporations Law of the State of Nevada or by resolution of the Board of Directors. The Board may designate one or more Directors as alternate members of the Committee who may replace any absent or disqualified member at any meeting of the Committee. Each member of the Executive Committee shall continue to be a member thereof only during the pleasure of a majority of the whole Board of Directors.

2. Executive Committee; Organization.

The Chairman of the Board shall act as chairman at all meetings of the Executive Committee and the Secretary shall act as secretary thereof. In case of the absence from any meeting of the Chairman of the Board or the Secretary, the Committee may appoint a chairman or secretary, as the case may be, of the meeting.

3. Executive Committee Meetings.

Regular meetings of the Executive Committee may be held without notice on such days and at such places as shall be fixed by resolution adopted by a majority of the Committee and communicated to all its members. Special meetings of the Committee shall be held whenever called by the Chairman of the Board or a majority of the members thereof then in office. Notice of each special meeting of the Committee shall be given in the manner provided in Section 6 of Article III of these Bylaws for special meetings of the Board of Directors. Notice of any such meeting of the Executive Committee, however, need not be given to any member of the Committee if waived by him or her in writing or by telegraph, cable, wireless or other form of recorded communication either before or after the meeting, or if he or she is present at such meetings, except when he or she attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Subject to the provisions of this Article V, the Committee, by resolution adopted by a majority of the whole Committee, shall fix its own rules of procedure and it shall keep a record of its proceedings and report them to the board at the next regular meeting thereof after such proceedings have been taken. All such proceedings shall be subject to revision or alteration by the Board of Directors; provided, however, that third parties shall not be prejudiced by any such revision or alteration.

4. Executive Committee; Quorum and Manner of Acting.

A majority of the Executive Committee shall constitute a quorum for the transaction of business, and, except as specified in Section 3 of this Article V, the act of a majority of those present at a meeting thereof at which a quorum is present shall be the act of the Committee. The members of the Committee shall act only as a committee, and the individual members shall have no power as such.

5. Other Committees.

The Board of Directors, by resolution adopted by a majority of the whole Board, may create one or more committees, which shall in each case consist of one or more of the Directors and, at the discretion of the Board of Directors, such officers who are not Directors. The Board of Directors may designate one or more Directors or officers who are not Directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee. Each such committee shall have and may exercise such powers as the Board of Directors may determine and specify in the respective resolutions appointing them; provided, however, that (a) unless all of the members of any committee shall be Directors, such committee shall not have authority to exercise any of the powers of the Board of Directors in the management of the business and affairs of the Corporation, and (b) if any committee shall have the power to determine the amounts of the respective fixed salaries of the officers of the Corporation or any of them, such committee shall consist of not fewer than three (3) members and none of its members shall have any vote in the determination of the amount that shall be paid to him or her as a fixed salary. A majority of all the members of any such committee may fix its rules of procedure, determine its action and fix the time and place of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise by resolution provide.

6. Resignations.

Any member of a committee may resign therefrom at any time by giving written notice of his or her resignation to the Chairman of the Board, the President or the Secretary. Any such resignation shall take effect at the time specified therein, or if the time when it shall become effective is not specified therein, it shall take effect immediately upon its receipt by the Chairman of the Board or the Secretary; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

7. Vacancies.

Any vacancy in any committee shall be filled by the vote of a majority of the whole Board of Directors.

8. Compensation.

Unless otherwise expressly provided by resolution adopted by the Board of Directors, no member of any committee shall receive any compensation for his or her services as a committee member. The Board of Directors may at any time and from time to time by resolution provide that committee members shall be paid a fixed sum for attendance at each committee meeting or a stated salary as a committee member. In addition, the Board of Directors may at any time and from time to time by resolution provide that such committee members shall be paid their actual expenses, if any, of attendance at each committee meeting. Nothing in this section shall be construed as precluding any committee member from serving the Corporation in any other capacity and receiving compensation therefor, but the Board of Directors may by resolution provide that any committee member receiving compensation for his or her services to the Corporation in any other capacity shall not receive additional compensation for his or her services as a committee member.

9. Dissolution of Committees; Removal of Committee Members.

The Board of Directors, by resolution adopted by a majority of the whole Board, may, with or without cause, dissolve any committee, and, with or without cause, remove any member thereof.

ARTICLE VI

MISCELLANEOUS

1. Execution of Contracts.

Except as otherwise required by law or by these Bylaws, any contract or other instrument may be executed and delivered in the name of the Corporation and on its behalf by the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the Treasurer, the President, or any Vice President. In addition, the Board of Directors may authorize any other officer of officers or agent or agents to execute and deliver any contract or other instrument in the name of the Corporation and on its behalf, and such authority may be general or confined to specific instances as the Board of Directors may by resolution determine.

2. Attestation.

Any Vice President, the Secretary, or any Assistant Secretary may attest the execution of any instrument or document by the Chairman of the Board, the President, or any other duly authorized officer or agent of the Corporation and may affix the corporate seal, if any, in witness thereof, but neither such attestation nor the affixing of a corporate seal shall be requisite to the validity of any such document or instrument.

3. Loans.

Unless the Board of Directors shall otherwise determine, the Chairman of the Board of Directors, the Chief Executive Officer or the President, acting together with any one of the following officers, to-wit: any Vice President, the Treasurer or the Secretary, may effect loans and advances at any time for the Corporation from any bank, trust company or other institution or from any firm or individual and, for such loans and advances, may make, execute and deliver promissory notes or other evidences of indebtedness of the Corporation, but no officer or officers shall mortgage, pledge, hypothecate or otherwise transfer for security any property owned or held by the Corporation except when authorized by resolution adopted by the Board of Directors.

4. Checks, Drafts.

All checks, drafts, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange and insurance certificates shall be signed or endorsed (except endorsements for collection for the account of the Corporation or for deposit to its credit, which shall be governed by the provisions of Section 5 of this Article VI) by such officer or officers or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

5. Deposits.

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation or otherwise as the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President shall direct in general or special accounts at such banks, trust companies, savings and loan associations, or other depositories as the Board of Directors may select or as may be selected by any officer or officers or agent or agents of the Corporation to whom power in that respect has been delegated by the Board of Directors. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts and other orders for the payment of money which are payable to the order of the Corporation may be endorsed, assigned and delivered by any officer or agent of the Corporation. The Board of Directors may make such special rules and regulations with respect to such accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient.

6. Proxies in Respect of Stock or Other Securities of Other Corporations.

Unless otherwise provided by resolution adopted by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, the President or any Vice President may exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation, including without limitation the right to vote or consent with respect to such stock or other securities.

7. Fiscal Year.

The fiscal year of the Corporation shall commence on the first day of January and end on the last day of December.

ARTICLE VII

STOCK

1. Certificates.

The shares of the capital stock of the Corporation may be certificated or uncertificated, as provided under the Private Corporations Law of the State of Nevada. A certificate or certificates for shares of the capital stock of the Corporation may be issued to each shareholder when any of these shares are fully paid. Any such certificates shall be signed in the name of the Corporation by the president or vice president and by the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on any such certificate may be facsimile if the certificate is countersigned by a transfer agent or any assistant transfer agent, or registered by a registrar other than the Corporation itself or an

employee of the Corporation. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer before that certificate is issued, it may be issued by the Corporation with the same effect as if that person were an officer at the date of issue.”

2. Transfers of Stock.

Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these bylaws. Transfers of stock shall be made on the books of the Corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

3. Lost or Destroyed Certificates.

Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and advertise the same in such manner as the Board of Directors may require, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate or his legal representative to give the Corporation a bond, in such sum as it may direct, not exceeding double the value of the stock, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate. A new certificate of the same tenor and for the same number of shares as the one alleged to be lost or destroyed, or uncertificated shares in place of any such certificate, may be issued without requiring any bond when, in the judgment of the Directors, it is proper to do so.

ARTICLE VIII

DIVIDENDS

The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares of stock in the manner and upon the terms and conditions provided in the Private Corporations Law of the State of Nevada.

ARTICLE IX

SEAL

A corporate seal shall not be requisite to the validity of any instrument executed by or on behalf of the Corporation. Nevertheless, if in any instance a corporate seal is used, the same shall be in the form of a circle and shall bear the full name of the Corporation and the year and state of incorporation, or words and figures of similar import.

ARTICLE X

INDEMNIFICATION OF DIRECTORS AND OFFICERS

1. General.

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

2. Derivative Actions.

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

3. Indemnification in Certain Cases.

To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article X, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

4. Procedure.

Any indemnification under Sections 1 and 2 of this Article X (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such Sections 1 and 2. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

5. Advances for Expenses.

Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation, to the extent permitted by law, in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall be ultimately determined that he is not entitled to be indemnified by the Corporation as authorized in this Article X.

6. Rights Not Exclusive.

The indemnification and advancement of expenses provided by or granted pursuant to, the other Sections of this Article X shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any law, by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

7. Insurance.

The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article X.

8. Definition of Corporation.

For the purposes of this Article X, references to “the Corporation” include all constituent corporations absorbed in consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article X with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

9. Other Definitions.

For purposes of this Article X, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article X.

10. Continuation of Rights.

The indemnification and advancement of expenses provided by, or granted pursuant to this Article X shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person. No amendment to or repeal of this Article X shall apply to or have any effect on, the rights of any director, officer, employee or agent under this Article X which rights come into existence by virtue of acts or omissions of such director, officer, employee or agent occurring prior to such amendment or repeal.

11. Contract.

The foregoing provisions of this Article shall be deemed to be a contract between the Corporation and each director and officer who serves in such capacity at any time while this Bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing of any Proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. The foregoing rights of indemnification shall not be deemed exclusive of any other rights to which any director or officer may be entitled apart from the provisions of this Article.

ARTICLE XI

AMENDMENTS

These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders or by the Board of Directors at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.

EX-3.4

Exhibit 3.4

AUDIT COMMITTEE CHARTER

OF

SPHERIC TECHNOLOGIES, INC.

Adopted by the Board of Directors as of July 17, 2008

I. Purpose

The Audit Committee is appointed by the Board of Directors (the “Board”) of Spheric Technologies, Inc. (the “Company”) to assist the Board in monitoring (1) the integrity of the annual, quarterly and other financial statements of the Company, (2) the independent auditor’s qualifications and independence, (3) the performance of the Company’s independent auditor and (4) the compliance by the Company with legal and regulatory requirements, as more fully set forth below.

II. Committee Membership

A. The Audit Committee shall consist of no fewer than three (3) members, absent a temporary vacancy. The Audit Committee shall meet the “Independent Directors and Audit Committee” requirements of the American Stock Exchange Company Guide and the independence and experience requirements of Section 10A(m)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations of the Commission, including the requirements that:

1. Each member be independent under Section 803A of the American Stock Exchange Company Guide and Rule 10A-3 under the Exchange Act;

2. Each director must not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years;

3. Each director must be able to read and understand fundamental financial statements, including the balance sheet, income statement and cash flow statement;

4. At least one member be financially sophisticated under Section 803A of the American Stock Exchange Company Guide; and

5. At least one member qualify as an audit committee financial expert under Item 407(d)(5)(ii) and (iii) of Regulation S-K.

B. The members of the Audit Committee shall be appointed by the Board. Audit Committee members may be replaced by the Board. There shall be a Chairman of the Audit Committee which shall also be appointed by the Board. The Chairman of the Audit Committee shall be a member of the Audit Committee and, if present, shall preside at each meeting of the Audit Committee. He or she shall advise and counsel with the executives of the Company and shall perform such other duties as may from time to time be assigned to him or her by the Audit Committee or the Board of Directors.

III. Meetings

The Audit Committee shall meet as often as it determines, but not less frequently than quarterly. The Audit Committee shall meet periodically with management and the independent auditor in separate executive sessions. The Audit Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Audit Committee or to meet with any members of or consultants to the Audit Committee.

IV. Committee Authority and Responsibilities

A. The Audit Committee shall have the sole authority to appoint or replace the independent auditor. The Audit Committee shall be directly responsible for determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Audit Committee.

B. The Audit Committee shall pre-approve all auditing services and permitted non-audit services to be performed for the Company by its independent auditor, including the fees and terms thereof (subject to the de minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). The Audit Committee may form and delegate authority to subcommittees of the Audit Committee consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting.

C. The Audit Committee shall have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other advisors. The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to (i) the independent auditor for the purpose of rendering or issuing an audit report or performing other audit, review or attest services, (ii) any advisors employed by the Audit Committee, and (iii) the Audit Committee for ordinary administrative expenses that are necessary or appropriate in carrying out its duties.

D. The Audit Committee shall make regular reports to the Board. The Audit Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Audit Committee annually shall review the Audit Committee’s own performance.

E. The Audit Committee shall:

Financial Statement and Disclosure Matters

1. Meet with the independent auditor prior to the audit to review the scope, planning and staffing of the audit.

2. Review and discuss with management and the independent auditor the annual audited financial statements and recommend to the Board whether the audited financial statements should be included in the Company’s Form 10-K.

3. Review and discuss with management and the independent auditor the Company’s quarterly financial statements prior to the filing of its Form 10-Q, including the results of the independent auditor’s review of the quarterly financial statements.

4. Discuss with management and the independent auditor, as appropriate, significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including:

a. any significant changes in the Company’s selection or application of accounting principles;

b. the Company’s critical accounting policies and practices;

c. all alternative treatments of financial information within GAAP that have been discussed with management and the ramifications of the use of such alternative accounting principles;

d. any major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies; and

e. any material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.

5. Discuss with management the Company’s earnings press releases generally, including the use of “pro forma” or “adjusted” non-GAAP information, and any financial information and earnings guidance provided to analysts and rating agencies. Such discussion may be general and include the types of information to be disclosed and the types of presentations to be made.

6. Discuss with management and the independent auditor the effect on the Company’s financial statements of (i) regulatory and accounting initiatives and (ii) off-balance sheet structures.

7. Discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.

8. Discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61, as amended by SAS No. 84 and SAS No. 90, and as may be amended, relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management.

9. Review disclosures made to the Audit Committee by the Company’s CEO and CFO (or individuals performing similar functions) during their certification process for the Form 10-K and Form 10-Q about any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting and any fraud involving management or other employees who have a significant role in the Company’s internal control over financial reporting.

10. Review the independent auditor’s attestation and report on management’s internal control report, from the time that such reports are prepared.

11. Prepare the report required by the rules of the Securities and Exchange Commission (the “Commission”) to be included in the Company’s annual proxy statement.

Oversight of the Company’s Relationship with the Independent Auditor

12. At least annually, obtain and review a report from the independent auditor, consistent with Independence Standards Board Standard No. 1, regarding (a) the independent auditor’s internal quality-control procedures, (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five (5) years respecting one or more independent audits carried out by the firm, (c) any steps taken to deal with any such issues and (d) all relationships between the independent auditor and the Company. Evaluate the qualifications, performance and independence of the independent auditor, including whether the auditor’s quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor’s independence, and taking into account the opinions of management and the internal auditor. The Audit Committee shall present its conclusions with respect to the independent auditor to the Board.

13. Verify the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law. Consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the independent auditing firm on a regular basis.

14. Oversee the Company’s hiring of employees or former employees of the independent auditor who participated in any capacity in the audit of the Company.

15. Be available to the independent auditor during the year for consultation purposes.

Compliance Oversight Responsibilities

16. Obtain assurance from the independent auditor that Section 10A(b) of the Exchange Act has not been implicated.

17. Review and approve all related-party transactions, including analyzing the shareholder base of each target business so as to ensure that if the Company proposes to consummate a business combination with an entity that is affiliated with the Company’s management that such business combination is fair to the Company’s stockholders from a financial point of view.

18. Inquire and discuss with management the Company’s compliance with applicable laws and regulations and with the Company’s Code of Ethics in effect at such time, if any, and, where applicable, recommend policies and procedures for future compliance.

19. Establish procedures (which may be incorporated in the Company’s Code of Ethics, in effect at such time, if any) for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or reports which raise material issues regarding the Company’s financial statements or accounting policies and for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

20. Discuss with management and the independent auditor any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Company’s financial statements or accounting policies.

21. Discuss with the Company’s legal counsel legal matters that may have a material impact on the financial statements or the Company’s compliance policies.

22. Review proxy disclosure to ensure that it is in compliance with the Commission’s rules and regulations.

Other Responsibilities

23. Review and approve all expense reimbursements made to the Company’s officers and directors and any expense reimbursements payable to members of the Audit Committee be reviewed and approved by the Board, with the interested director or directors abstaining from such review and approval.

V. Limitation of Audit Committee’s Role

While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent auditor.

EX-3.5

Exhibit 3.5

COMPENSATION COMMITTEE CHARTER

OF

SPHERIC TECHNOLOGIES, INC.

Adopted by the Board of Directors as of July 17, 2008

VI. Purpose

The purpose of the Compensation Committee of the Board of Directors (the “Committee”) of Spheric Technologies, Inc. (the “Company”), is to carry out the overall responsibility of the Board of Directors (the “Board”) relating to the compensation of the Company’s directors, executive officers and compensation policies, plans and programs. The term “compensation” shall include any salary, long-term incentives, bonuses, perquisites, equity incentives, severance arrangements, retirement benefits and other related benefits and benefit plans. The Committee shall also produce an annual report or discussion and analysis, as required under the U.S. Securities laws in existence from time to time (the “Compensation Committee Report”) on the Committee’s compensation policies and executive compensation for inclusion in the Company’s proxy statement as required by the United States Securities and Exchange Commission (the “SEC”).

VII. Membership

A. The Committee shall be comprised of two (2) or more Board members, including a Committee Chairman, appointed by the Board. Each member of the Committee shall be (i) “independent” within the meaning of the listing standards set forth by American Stock Exchange, (ii) a “non-employee director” for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder, and (iii) an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. Members of the Committee may be removed at any time by the Board.

B. To the extent the Committee consists of at least three (3) members, one director who is not independent may be appointed to the Committee, subject to the following:

1. The director is not a current officer or employee of the Company or an immediate family member of a current officer or employee of the Company;

2. The Board determines, under exceptional and limited circumstances, that membership by the individual on the Committee is required by the best interests of the Company and its stockholders;

3. The Board discloses, in the Company’s next annual meeting proxy statement (or its next annual report on Form 10-K or its equivalent if the Company does not file an annual proxy statement) subsequent to such determination, the nature of the relationship and the reason for that determination; and

4. No such person may serve on the Committee under this exception for more than two (2) years.

VIII. Meetings and Procedures

A. The Committee shall meet at least annually and more frequently as necessary or appropriate, including teleconferences when appropriate. Special meetings of the Committee may be called by any member of the Committee upon notice to all members as provided in the Bylaws of the Company; provided, however, that such notice may be waived as provided in the Bylaws of the Company.

B. A majority of the Committee shall constitute a quorum, and the Committee shall act only on the affirmative vote of a majority of the members present at a meeting at which a quorum is present. Attendance by members of management will be at the invitation of the Committee Chairman.

C. All determinations with respect to the compensation of the Company’s chief executive officer must be made by the Committee in an executive session, without the presence of executive officers.

D. The Committee shall maintain minutes of all meetings documenting its activities and recommendations to the Board.

E. The Committee shall report its actions and any recommendations to the Board after each Committee meeting.

IX. Duties and Responsibilities

A. The function, powers, duties and responsibilities of the Committee are as follows:

1. The Committee shall review from time to time and approve the Company’s compensation policies to ensure that management is rewarded appropriately for its contributions to Company growth and profitability and that the executive compensation strategy supports organization objectives and stockholder interests.

2. The Committee shall review and approve annually the corporate goals and objectives relevant to the chief executive officer of the Company. At least annually, the Committee shall evaluate the chief executive officer’s performance in light of these goals and objectives and set the chief executive officer’s compensation, including any salary, bonus, incentive and equity compensation, based on this evaluation. The Committee shall communicate in its annual Compensation Committee Report to stockholders the factors and criteria on which the chief executive officer’s compensation for the last year was based, including the relationship of the Company’s performance to the chief executive officer’s compensation.

3. The Committee shall review and approve the compensation, including any salary, bonus, incentive and equity compensation, for the executive officers of the Company (which includes all officers within the meaning Section 16 of the Exchange Act and Rule 16a-l thereunder) other than the chief executive officer. The Committee shall communicate in its annual Compensation Committee Report to stockholders the specific relationship of corporate performance to such executive compensation.

4. The Committee shall provide oversight of management’s decisions concerning the performance and compensation of key employees of the Company, other than the executive officers.

5. The Committee shall approve, subject to Board approval and, where appropriate, subject to submission to the stockholders, all new incentive compensation and equity-based plans for executive officers.

6. The Committee shall review the Company’s employee benefit, pension, incentive compensation and equity-based plans, and the Committee shall recommend to the Board any changes in such employee benefit, pension, incentive compensation and equity-based plans that the Committee deems necessary or appropriate. The Committee shall have and shall exercise all the authority of the Board with respect to the administration of such plans.

7. The Committee shall review and approve all awards made to executive officers under the Company’s incentive compensation and equity-based plans.

8. The Committee shall review officer and director indemnification and insurance matters.

9. The Committee shall, not less frequently than annually, evaluate the performance of the Committee, including a review of the Committee’s compliance with this Charter, and review and reassess this Charter and submit any recommended changes to the Board for its consideration.

10. The Committee shall perform such other duties and responsibilities as may be assigned to the Committee, from time to time, by the Board, or as designated in particular plan documents.

11. The Committee shall have the authority to consult with Company counsel. The Committee also shall have the authority to engage any outside advisor of its selection, at the Company’s expense, should the Committee deem it necessary or appropriate to do so. The Committee shall have the sole authority to retain and terminate any compensation consultant to assist in the evaluation of director, chief executive officer or other executive officer compensation, including the sole authority to approve the compensation consultant’s fees and other retention terms.

EX-3.6

Exhibit 3.6

CORPORATE GOVERNANCE AND

NOMINATING COMMITTEE CHARTER

OF

SPHERIC TECHNOLOGIES, INC.

Adopted by the Board of Directors as of July 17, 2008

The responsibilities and powers of the Corporate Governance and Nominating Committee (the “Committee”) as delegated by the board of directors (the “Board”) of Spheric Technologies, Inc. (the “Company”) are set forth in this Charter. Whenever the Committee takes an action, it shall exercise its independent judgment on an informed basis that the action is in the best interests of the Company and its stockholders.

X. Purpose

As set forth herein, the Committee shall, among other things, discharge the responsibilities of the Board relating to the appropriate size, functioning and needs of the Board including, but not limited to, recruitment and retention of high quality board members and committee composition and structure.

XI. Committee Membership

A. The Committee shall consist of at least two (2) members of the Board as determined from time to time by the Board. Each member shall be “independent” in accordance with the listing standards of the American Stock Exchange, as amended from time to time.

B. The Board shall elect the members of this Committee at the first Board meeting practicable following the annual meeting of stockholders and may make changes from time to time pursuant to the provisions below. Unless a chair is elected by the Board, the members of the Committee shall designate a chair by majority vote of the full Committee membership.

C. A Committee member may resign by delivering his or her written resignation to the chairman of the Board, or may be removed by majority vote of the Board by delivery to such member of written notice of removal, to take effect at a date specified therein, or upon delivery of such written notice to such member if no date is specified.

D. To the extent the Committee consists of at least three (3) members, one director who is not independent may be appointed to the Committee, subject to the following:

1. The director is not a current officer or employee of the Company or an immediate family member of a current officer or employee of the Company;

2. The Board determines, under exceptional and limited circumstances, that membership by the individual on the Committee is required by the best interests of the Company and its stockholders;

3. The Board discloses, in the Company’s next annual meeting proxy statement (or its next annual report on Form 10-K or its equivalent if the Company does not file an annual proxy statement) subsequent to such determination, the nature of the relationship and the reason for that determination; and

4. No such person may serve on the Committee under this exception for more than two (2) years.

XII. Meetings and Committee Action

A. The Committee shall meet at such times as it deems necessary to fulfill its responsibilities. Meetings of the Committee shall be called by the chairman of the Committee upon such notice as is provided for in the Bylaws of the Company with respect to meetings of the Board. A majority of the members shall constitute a quorum.

B. Actions of the Committee may be taken in person at a meeting or in writing without a meeting. Actions taken at a meeting, to be valid, shall require the approval of a majority of the members present and voting. Actions taken in writing, to be valid, shall be signed by all members of the Committee. The Committee shall report its minutes from each meeting to the Board.

C. The chairman of the Committee may establish such rules as may from time to time be necessary or appropriate for the conduct of the business of the Committee. At each meeting, the chairman shall appoint as secretary a person who may, but need not, be a member of the Committee. A certificate of the secretary of the Committee or minutes of a meeting of the Committee executed by the secretary setting forth the names of the members of the Committee present at the meeting or actions taken by the Committee at the meeting shall be sufficient evidence at all times as to the members of the Committee who were present, or such actions taken.

XIII. Committee Authority and Responsibilities

A. The Committee shall:

1. Develop the criteria and qualifications for membership on the Board.

2. Recruit, review and nominate candidates for election to the Board or to fill vacancies on the Board.

3. Review candidates proposed by stockholders, and conduct appropriate inquiries into the background and qualifications of any such candidates.

4. Establish subcommittees for the purpose of evaluating special or unique matters.

5. Monitor and make recommendations regarding Committee functions, contributions and composition.

6. Make recommendations to the Board regarding corporate governance matters, including our certificate of incorporation, bylaws and charters of our committees.

7. Develop and recommend to the Board governance and nominating guidelines and principles applicable to us.

8. Evaluate, on an annual basis, the Committee’s performance.

XIV. Reporting

The Committee shall prepare a statement each year concerning its compliance with this Charter for inclusion in the Company’s proxy statement.

XV. Board of Director Candidate Guidelines

A. The Committee will identify, evaluate and recommend candidates to become members of the Board with the goal of creating a balance of knowledge and experience. Nominations to the Board may also be submitted to the Committee by the Company’s stockholders in accordance with the Company’s policy.

B. Candidates will be reviewed in the context of current composition of the Board, the operating requirements of the Company and the long-term interests of the Company’s stockholders.

C. In conducting this assessment, the Committee will consider and evaluate each director-candidate based upon its assessment of the following criteria:

1. Whether the candidate is independent pursuant to the requirements of the American Stock Exchange;

2. Whether the candidate is accomplished in his or her field and has a reputation, both personal and professional, that is consistent with the image and reputation of the Company;

3. Whether the candidate has the ability to read and understand basic financial statements. The Committee also will determine if a candidate satisfies the criteria for being an “audit committee financial expert,” as defined by the Securities and Exchange Commission;

4. Whether the candidate has relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise;

5. Whether the candidate has knowledge of the Company and issues affecting the Company;

6. Whether the candidate is committed to enhancing stockholder value;

7. Whether the candidate fully understands, or has the capacity to fully understand, the legal responsibilities of a director and the governance processes of a public company;

8. Whether the candidate is of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assume broad fiduciary responsibility;

9. Whether the candidate has, and would be willing to commit, the required hours necessary to discharge the duties of Board membership;

10. Whether the candidate has any prohibitive interlocking relationships or conflicts of interest;

11. Whether the candidate is able to develop a good working relationship with other Board members and contribute to the Board’s working relationship with the senior management of the Company; and

12. Whether the candidate is able to suggest business opportunities to the Company.

XVI. Stockholder Recommendations for Directors

A. Stockholders who wish to recommend to the Committee a candidate for election to the Board of Directors should send their letters to the Company at its address as reflected on the Company’s most recent filings with the Securities and Exchange Commission.

B. The Corporate Secretary will promptly forward all such letters to the members of the Committee. Stockholders must follow certain procedures to recommend to the Committee candidates for election as directors. In general, in order to provide sufficient time to enable the Committee to evaluate candidates recommended by stockholders in connection with selecting candidates for nomination in connection with the Company’s annual meeting of stockholders, the Corporate Secretary must receive the stockholder’s recommendation no later than thirty (30) days after the end of the Company’s fiscal year. The recommendation must contain the following information about the candidate:

1. Name;

2. Age;

3. Business and current residence addresses, as well as residence addresses for the past 20 years;

4. Principal occupation or employment and employment history (name and address of employer and job title) for the past ten (10) years (or such shorter period as the candidate has been in the workforce);

5. Educational background;

6. Permission for the Company to conduct a background investigation, including the right to obtain education, employment and credit information:

7. The number of shares of common stock of the Company beneficially owned by the candidate;

8. The information that would be required to be disclosed by the Company about the candidate under the rules of the SEC in a Proxy Statement soliciting proxies for the election of such candidate as a director (which currently includes information required by Items 401, 404 and 405 of Regulation S-K); and

9. A signed consent of the nominee to serve as a director of the Company, if elected.

EX-4.1

Exhibit 4.1

PLAN OF CONVERSION

OF

SPHERIC TECHNOLOGIES, INC.

The terms and conditions of the conversion of Spheric Technologies, Inc., an Arizona corporation, into Spheric Technologies, Inc., a Nevada corporation, are as follows:

1. Pursuant to Section 92A.195, Nevada Revised Statutes, Spheric Technologies, Inc., an Arizona Corporation (“Spheric—AZ”), shall transfer its domicile to Spheric Technologies, Inc., a Nevada corporation (“Spheric—NV”) and the separate corporate existence of Spheric—AZ shall cease in Arizona (the “Conversion”).

2 Each share of the common stock of Spheric—AZ issued and outstanding immediately prior to the Conversion shall be converted into the right to receive the sum of one share of common stock of Spheric—NV.

3. All of the outstanding certificates which prior to the Conversion represented shares of the common stock of Spheric—AZ shall be surrendered and cancelled and new certificates will be issued to represent the converted issued and outstanding shares of Spheric—NV.

4. The Board of Directors of Spheric—AZ immediately preceding the Conversion shall become the directors of the Spheric—NV to serve until the expiration of their terms and until their successors are elected and qualified.

5. The officers of Spheric—AZ immediately preceding the conversion shall become the officers of Spheric—NV to serve at the pleasure of the Board of Directors of Spheric—NV.

6. From time to time, as and when required by Spheric—NV or by its successors and assigns, there shall be executed and delivered on behalf of Spheric—AZ such deeds and other instruments, and there shall be taken or caused to be taken by it such further and other action, as shall be appropriate or necessary in order to vest or perfect in or to conform of record or otherwise, in Spheric—AZ the title to and possession of all the property, interests, assets, rights, privileges, immunities, powers, franchises and authority of Spheric—AZ and otherwise to carry out the purposes of this Plan of Conversion , and the officers and directors of the Spheric—NV are fully authorized in the name and on behalf of Spheric—AZ or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.

[SIGNATURE ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the undersigned has executed this Plan of Conversion to be effective as of June 3, 2008.

SPHERIC TECHNOLOGIES, INC.
By:	/s/ Joseph Hines
	Joseph Hines, President

EX-4.2

Exhibit 4.2

No.                                   Shares

SPHERIC TECHNOLOGIES, INC.

COMMON STOCK

This Certifies That                                                                                                        is the owner of                                                                                                                                                 Shares of the Capital Stock of

Spheric Technologies, Inc.

transferable only on the books of the Corporation by the holder hereof in

person or by attorney upon surrender of this Certificate properly endorsed.

IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be signed

by its duly authorized officers and its Corporate Seal to be hereunto affixed

this          day of                      A.D.         

Secretary President

EX-4.3

Exhibit 4.3

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.

SPHERIC TECHNOLOGIES, INC.

COMMON STOCK PURCHASE WARRANT

Spheric Technologies, Inc. (the “Company”), an Arizona corporation, hereby certifies that, for value received of $0.01 per Warrant,                                                               (the “Holder”), whose address is                                                              , is entitled, subject to the terms set forth below at any time or from time to time after the date hereof and before the Expiration Date (as defined below), to purchase from the Company ____ shares (the “Shares”) of common stock, $0.001 par value (the “Common Stock”), at a price of $1.00 per share (the purchase price per share, as adjusted from time to time pursuant to the provisions hereunder set forth, is referred to in this Warrant as the “Purchase Price”).

This Warrant was issued to Holder as part of a Unit composed of one share of Common Stock and one Common Stock Purchase Warrant.

1. Term of the Warrant.

a. Time of Exercise. Subject to the provisions of Sections 1.5, “Transfer and Assignment,” and 3.1, “Registration and Legends,” this Warrant may be exercised at any time and from time to time after 9:00 a.m., M.S.T., on                      (the “Exercise Commencement Date”), but no later than 5:00 p.m., M.S.T.,                      (the “Expiration Date”), at which point it shall become void and all rights under this Warrant shall cease.

b. Manner of Exercise.

i. The Holder may exercise this Warrant, in whole or in part, upon surrender of this Warrant with the form of subscription attached hereto duly executed to the Company at its corporate office in Phoenix, Arizona together with the full Purchase Price for each Share to be purchased in lawful money of the United States, or by certified check, bank draft or postal or express money order payable in United States dollars to the order of the Company, and upon compliance with and subject to the conditions set forth in this Warrant.

ii. Upon receipt of this Warrant with the form of subscription duly executed and accompanied by payment of the aggregate Purchase Price for the Shares for which this Warrant 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 Warrant 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.

iii. If the Holder exercises this Warrant with respect to fewer than all of the Shares that may be purchased under this Warrant, the Company shall execute a new Warrant for the balance of the Shares that may be purchased upon exercise of this Warrant and deliver such new Warrant to the Holder.

iv. The Company covenants and agrees that it will pay when due and payable any and all taxes which may be payable in respect of the issue of this Warrant, or the issue of any Shares upon the exercise of this Warrant. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of this Warrant 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.

v. The Company shall, at the time of any exercise of all or part of this Warrant, 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 Warrant, provided that if the Holder of this Warrant shall fail to make any such request, such failure shall not affect the continuing obligations of the Company to afford to such Holder any such rights.

c. Exchange of Warrant. This Warrant may be split-up, combined or exchanged for another Warrant or Warrants of like tenor to purchase a like aggregate number of Shares. If the Holder desires to split-up, combine or exchange this Warrant, it shall make such request in writing delivered to the Company at its corporate office and shall surrender this Warrant and any other Warrants to be so split-up, combined or exchanged, the Company shall execute and deliver to the person entitled thereto a Warrant or Warrants, 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 a Warrant 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 Warrants. The term “Warrant” as used herein includes any Warrants issued in substitution for or replacement of this Warrant, or into which this Warrant may be divided or exchanged.

d. Holder as Owner. Prior to due presentment for registration of transfer of this Warrant, the Company may deem and treat the Holder as the absolute owner of this Warrant (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 Warrant, 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 Warrant surrendered in connection with the subscription therefor was surrendered and payment of the purchase price was tendered. No surrender of all or a portion of the Warrant 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 person holding any Shares received upon exercise of Warrant 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.

e. Transfer and Assignment. This Warrant 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 (the “Act”).

f. Method for Assignment. Any assignment permitted under this Warrant shall be made by surrender of this Warrant 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 Warrant in the name of the assignee designated in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants which 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 Warrants are to be issued.

g. Rights of Holder. Nothing contained in this Warrant 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 Warrant and prior to its exercise, any of the following shall occur:

i. 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; or

ii. 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 therefor; or

iii. 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

iv. 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 Warrant. 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 Warrant 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.

h. Lost Warrant Certificate(s). Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, 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 Warrant, if mutilated, the Company will cause to be executed and delivered a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

i. Covenants of the Company. The Company covenants and agrees as follows:

i. At all times it shall reserve and keep available for the exercise of this Warrant into Common Stock such number of authorized shares of Common Stock as are sufficient to permit the exercise in full of this Warrant into Common Stock; and

ii. All Shares issued upon exercise of the Warrant 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.

a. Recapitalization. The number of Shares purchasable on exercise of this Warrant and the Purchase Price therefor 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 Warrant 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 Warrant been exercised in full immediately prior to the occurrence (or applicable record date) of such event. An adjustment made pursuant to this Paragraph 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 Paragraph 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.

b. 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 Warrant 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 Warrant immediately prior thereto. In such case, the terms of this Warrant 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 Warrant after such consummation and as an exchange for a larger or smaller number of shares, as the case may be.

c. 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 Warrant 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.

d. 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 Warrant 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.

e. No Fractional Shares. The Company shall not issue any fraction of a Share in connection with the exercise of this Warrant, and in any case where the Holder would, except for the provisions of this Section 2.5, be entitled under the terms of this Warrant 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 Warrant. 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 Warrant, expressly waives his right to receive a certificate for any fraction of a Share upon exercise hereof.

f. No Change in Form Required. The form of Warrant 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 Warrant, may state the same Purchase Price and the same number of shares of Common Stock as are stated in the Warrants initially issued pursuant to the Agreement.

3. Registration Under the Securities Act of 1933.

a. Registration and Legends. The Holder understands that (i) the Company has not registered the Warrant 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 Warrant or the Shares. The Holder therefore represents and warrants that it is acquiring the Warrant, 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 Warrant or the Shares. Because the Warrant 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 Warrant, 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 (“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 Securities 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.

b. 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.

c. Inclusion in Company Registration Statement.

i. The Holder of this Warrant and/or Shares issued to the Holder pursuant to this Warrant without an effective registration statement (the “Restricted Shares”) under the Act shall have the right, at any time, to join with the Company to register the Restricted Shares and the Shares underlying this Warrant (the “Underlying Shares”) in any registration statement under the Act filed by the Company with the U.S. Securities and Exchange Commission (“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 shall, 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 and shall offer to include in any such filing any proposed disposition of the Restricted Shares or the Underlying Shares. 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.

ii. If at the time of any request to register the Restricted Shares or Underlying Shares the Company is engaged or has fixed plans to engaged within thirty (30) days of the time 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 of Directors, 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 of Directors, in the case of such other material activity, specifies a longer period.

d. Covenants Regarding Registration. In connection with any registration under Section 3.1 hereof, the Company and the Holder covenant and agree as follows:

i. 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.

ii. The Company and the Holder shall pay their share 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, (d) fees and expenses of counsel and accountants for the holders of the Shares.

iii. 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.

e. Indemnity.

i. The Company shall indemnify and hold harmless each person 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.

ii. Each Seller availing itself of 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.

f. Agreements. The agreements in this Section shall continue in effect regardless of the exercise and surrender of this Warrant.

4. Redemption of Warrants.

a. The Company may, at its option, redeem all or any part of this Warrant. The Warrant is redeemable, at the option of the Company, on 15 days’ written notice at a price of $.05 per Warrant. Any redemption shall also be subject to the following conditions:

(i) the Company must give 15 day notice to each registered holder of Warrants stating the Company’s intention to redeem the Warrants on a particular date (the “Redemption Date”); (ii) the Company has an effective registration statement under the Act pertaining to the Shares issuable upon exercise of the Warrant and has registered the shares of Common Stock to be issued upon exercise of the Warrants under applicable state securities laws or a liquidity event has occurred, such as a merger, reorganization, acquisition or sale of all or substantially all of the assets of the Company to a third party; (iii) the Company’s Common Stock is publicly traded; (iv) the average of the closing bid and ask prices of the Common Stock is at least $1.50 per share for the 20 trading days prior to the date of the redemption notice; (v) the Company must permit each registered holder of any Warrant to exercise his Warrant until the close of business on the day fixed for redemption, which will be not less than 15 days after the date of the notice of redemption; (vi) within 15 days after the Redemption Date, the Company will have available funds for the purpose of redeeming the outstanding, unexercised Warrants being redeemed; and (vii) following the Redemption Date, the Holder of unexercised Warrants may surrender his Warrants at the office of the Company in Phoenix, Arizona, with the Form of Assignment of the Warrant on the reverse side duly completed and signed with the signature guaranteed As soon as practicable after surrender of the Warrants by the Holder, the Company shall forward payment of the redemption price for such Warrants to each said holder by first class or certified mail, postage pre-paid. If the Holder fails to surrender his Warrants within 45 days after the Redemption Date, the Warrants will be deemed canceled upon the Company’s payment of the redemption price to the Holder for the Warrants so redeemed.

b. Notice of Redemption. Notice of any redemption pursuant to this Section 4 shall be deemed given if mailed by first class or certified mail on the date deposited (“Notice Date”) in the United States Mail, postage prepaid, within 15 days after the end of the five consecutive days upon which the Company shall base the particular redemption, addressed to the registered Holder of Warrants so to be redeemed at his address as it appears on the books of the Company. Neither failure to deliver such notice nor defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Warrants so to be redeemed.

c. Redemption of Part of Warrants. If fewer than all the Warrants at the time outstanding will be redeemed, the selection of the Warrants to be redeemed may be made pro rata, by lot or in any other equitable manner. The Board of Directors shall have the power to prescribe the manner in which the selection is to be made.

d. Redemption Equals Cancellation. After the close of business on the day fixed for redemption, each Warrant then noticed for redemption shall automatically be converted into a right to receive the redemption price and the Company will no longer honor any purported exercise of such Warrant.

5. Reservation of Shares. The Company shall at all times reserve, for the purpose of issuance on exercise of this Warrant 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 Warrant 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.

6. Survival. All agreements, covenants, representations and warranties herein shall survive the execution and delivery of this Warrant and any investigation at any time made by or on behalf of any parties hereto and the exercise, sale and purchase of this Warrant (and any other securities or property) issuable on exercise hereof.

7. 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 Warrant, 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.

8. Other Matters.

a. Binding Effect. All the covenants and provisions of this Warrant by or for the benefit of the Company shall bind and inure to the benefit of its successors and assigns hereunder.

b. Notices. Notices or demands pursuant to this Warrant 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:

Spheric Technologies, Inc.

4708 East Van Buren Street

Phoenix, Arizona 85008

Attn: President

Notices to the Holder provided for in this Warrant 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.

c. Governing Law. The validity, interpretation and performance of this Warrant shall be governed by the laws of the State of Arizona.

d. Parties Bound and Benefitted. Nothing in this Warrant 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 Warrant shall be for the sole and exclusive benefit of the Company and its successors and of the Holder, its successors and, if permitted, its assignees.

e. Headings. The Article headings herein are for convenience only and are not part of this Warrant and shall not affect the interpretation thereof.

IN WITNESS WHEREOF, this Warrant has been duly executed by the Company under its corporate seal as of the          day of                     , 2006.

SPHERIC TECHNOLOGIES, INC.
By:
	Joseph Hines
	President

SPHERIC TECHNOLOGIES, INC.

Assignment

FOR VALUE RECEIVED,                                                                       hereby sells, assigns and transfers unto                                                                                                                            the within Warrant and the rights represented thereby, and does hereby irrevocably constitute and appoint                                                                       Attorney, to transfer said Warrant on the books of the Company, with full power of substitution.

Dated:                     

Signed:

Print Name:

Subscription Form

Spheric Technologies, Inc.

4708 East Van Buren Street

Phoenix, Arizona 85008

The undersigned hereby irrevocably subscribes for the purchase of              shares of Common Stock (“Shares”), pursuant to and in accordance with the terms and conditions of this Warrant, 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 Warrant of like tenor for the balance of the remaining Shares purchasable under this Warrant 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 Spheric Technologies, Inc. (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 Warrant to the certificates for Shares hereby subscribed for, if such legend is applicable.

Dated:	Signed:
	Address:

EX-4.4

Exhibit 4.4

AMENDMENT TO COMMON STOCK PURCHASE WARRANT

This Amendment (the “Amendment”) is effective as of August 24, 2006, by and among                                                               (the “Holder”) and Spheric Technologies, Inc., an Arizona corporation (the “Company”). All capitalized terms in this Amendment shall have the same meanings as such terms have in the Common Stock Purchase Warrant (the “Warrant”), dated                     , 200    , issued by the Company to the Holder.

RECITALS

WHEREAS, the Company and the Holder desire to amend the Warrant in accordance with the terms set forth in this Amendment.

NOW THEREFORE, in consideration of the foregoing and of the mutual promises and conditions set forth, the parties agree as follows:

AGREEMENT

1. The first Paragraph of the Warrant shall be amended and restated in its entirety as follows:

Spheric Technologies, Inc. (“Company”), an Arizona corporation, hereby certifies that, for value received of $.01 per Warrant,                                                                                                        (the “Holder”), whose address is                                                              , is entitled, subject to the terms set forth below at any time or from time to time after the date hereof and before the Expiration Date (as defined below), to purchase from the Company              shares (“Shares”) of Common Stock, $.001 par value, at a price of $1.00 per Share (the purchase price per Share, as adjusted from time to time pursuant to the provisions hereunder set forth, is referred to in this Warrant as the “Purchase Price”).

2. This Amendment shall become effective on the date written above.

3. The Warrant shall be deemed amended to the extent set forth in this Amendment. The Warrant, as amended by the Amendment, shall constitute one agreement. All other terms and provisions of the Warrant shall remain in full force and effect. If there is any inconsistency with the terms of the Warrant and the Amendment, the terms of the Amendment shall govern over the Warrant. This Amendment is intended to be a final expression of the parties’ agreement to amend the Warrant and is intended to be a complete and exclusive statement of their agreement and understanding with respect to such amendment.

IN WITNESS WHEREOF, this Amendment has been entered into as of the day and year first above written.

HOLDER

Signature

Print Name

COMPANY

SPHERIC TECHNOLOGIES, INC.

By

Its

EX-4.5

Exhibit 4.5

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.

SPHERIC TECHNOLOGIES, INC.

COMMON STOCK PURCHASE WARRANT

Spheric Technologies, Inc. (“Company”), an Arizona corporation, hereby certifies that, for value received of $.01 per Warrant,                                                               (the “Holder”), whose address is                                                              , is entitled, subject to the terms set forth below at any time or from time to time after the date hereof and before the Expiration Date (as defined below), to purchase from the Company ____ shares (“Shares”) of Common Stock, $.001 par value, at a price of $2.00 per Share (the purchase price per Share, as adjusted from time to time pursuant to the provisions hereunder set forth, is referred to in this Warrant as the “Purchase Price”).

This Warrant was issued to Holder as part of a Unit composed of one share of Series A Convertible Preferred Stock and one Common Stock Purchase Warrant.

1. Term of the Warrant.

a. Time of Exercise. Subject to the provisions of Sections 1.5, “Transfer and Assignment,” and 3.1, “Registration and Legends,” this Warrant may be exercised at any time and from time to time after 9:00 a.m., M.S.T., on                      (the “Exercise Commencement Date”), but no later than 5:00 p.m., M.S.T.,                      (the “Expiration Date”), at which point it shall become void and all rights under this Warrant shall cease.

b. Manner of Exercise.

i. The Holder may exercise this Warrant, in whole or in part, upon surrender of this Warrant with the form of subscription attached hereto duly executed to the Company at its corporate office in Phoenix, Arizona together with the full Purchase Price for each Share to be purchased in lawful money of the United States, or by certified check, bank draft or postal or express money order payable in United States dollars to the order of the Company, and upon compliance with and subject to the conditions set forth in this Warrant.

ii. Upon receipt of this Warrant with the form of subscription duly executed and accompanied by payment of the aggregate Purchase Price for the Shares for which this Warrant 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 Warrant 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.

iii. If the Holder exercises this Warrant with respect to fewer than all of the Shares that may be purchased under this Warrant, the Company shall execute a new Warrant for the balance of the Shares that may be purchased upon exercise of this Warrant and deliver such new Warrant to the Holder.

iv. The Company covenants and agrees that it will pay when due and payable any and all taxes which may be payable in respect of the issue of this Warrant, or the issue of any Shares upon the exercise of this Warrant. The Company shall not, however, be

required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of this Warrant 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.

v. The Company shall, at the time of any exercise of all or part of this Warrant, 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 Warrant, provided that if the Holder of this Warrant shall fail to make any such request, such failure shall not affect the continuing obligations of the Company to afford to such Holder any such rights.

c. Exchange of Warrant. This Warrant may be split-up, combined or exchanged for another Warrant or Warrants of like tenor to purchase a like aggregate number of Shares. If the Holder desires to split-up, combine or exchange this Warrant, it shall make such request in writing delivered to the Company at its corporate office and shall surrender this Warrant and any other Warrants to be so split-up, combined or exchanged, the Company shall execute and deliver to the person entitled thereto a Warrant or Warrants, 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 a Warrant 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 Warrants. The term “Warrant” as used herein includes any Warrants issued in substitution for or replacement of this Warrant, or into which this Warrant may be divided or exchanged.

d. Holder as Owner. Prior to due presentment for registration of transfer of this Warrant, the Company may deem and treat the Holder as the absolute owner of this Warrant (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 Warrant, 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 Warrant surrendered in connection with the subscription therefor was surrendered and payment of the purchase price was tendered. No surrender of all or a portion of the Warrant 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 person holding any Shares received upon exercise of Warrant 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.

e. Transfer and Assignment. This Warrant 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”).

f. Method for Assignment. Any assignment permitted under this Warrant shall be made by surrender of this Warrant 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 Warrant in the name of the assignee designated in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants which 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 Warrants are to be issued.

g. Rights of Holder. Nothing contained in this Warrant 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 Warrant and prior to its exercise, any of the following shall occur:

i. 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; or

ii. 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 therefor; or

iii. 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

iv. 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 Warrant. 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 Warrant 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.

h. Lost Warrant Certificate(s). Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, 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 Warrant, if mutilated, the Company will cause to be executed and delivered a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

i. Covenants of the Company. The Company covenants and agrees as follows:

i. At all times it shall reserve and keep available for the exercise of this Warrant into Common Stock such number of authorized shares of Common Stock as are sufficient to permit the exercise in full of this Warrant into Common Stock; and

ii. All Shares issued upon exercise of the Warrant 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.

a. Recapitalization. The number of Shares purchasable on exercise of this Warrant and the Purchase Price therefor 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 Warrant 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 Warrant been exercised in full immediately prior to the occurrence (or applicable record date) of such event. An adjustment made pursuant to this Paragraph 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 Paragraph 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.

b. 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 Warrant 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 Warrant immediately prior thereto. In such case, the terms of this Warrant 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 Warrant after such consummation and as an exchange for a larger or smaller number of shares, as the case may be.

c. 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 Warrant 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.

d. 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 Warrant 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.

e. No Fractional Shares. The Company shall not issue any fraction of a Share in connection with the exercise of this Warrant, and in any case where the Holder would, except for the provisions of this Section 2.5, be entitled under the terms of this Warrant 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 Warrant. 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 Warrant, expressly waives his right to receive a certificate for any fraction of a Share upon exercise hereof.

f. No Change in Form Required. The form of Warrant 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 Warrant, may state the same Purchase Price and the same number of shares of Common Stock as are stated in the Warrants initially issued pursuant to the Agreement.

3. Registration Under the Securities Act of 1933.

a. Registration and Legends. The Holder understands that (i) the Company has not registered the Warrant 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 Warrant or the Shares. The Holder therefore represents and warrants that it is acquiring the Warrant, 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 Warrant or the Shares. Because the Warrant 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 Warrant, 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 (“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 Securities 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.

b. 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 (“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.

c. Inclusion in Company Registration Statement.

i. The Holder of this Warrant and/or Shares issued to the Holder pursuant to this Warrant without an effective registration statement (“Restricted Shares”) under the Act shall have the right, at any time, to join with the Company to register the Restricted Shares and the Shares underlying this Warrant (“Underlying Shares”) in any registration statement under the Act filed by the Company with the U.S. Securities and Exchange Commission (“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 shall, 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 and shall offer to include in any such filing any proposed disposition of the Restricted Shares or the Underlying Shares. 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.

ii. If at the time of any request to register the Restricted Shares or Underlying Shares the Company is engaged or has fixed plans to engaged within thirty (30) days of the time 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 of Directors, 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 of Directors, in the case of such other material activity, specifies a longer period.

d. Covenants Regarding Registration. In connection with any registration under Section 3.1 hereof, the Company and the Holder covenant and agree as follows:

i. 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.

ii. The Company and the Holder shall pay their share 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, (d) fees and expenses of counsel and accountants for the holders of the Shares.

iii. 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.

e. Indemnity.

i. The Company shall indemnify and hold harmless each person registering securities pursuant to this Section (“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.

ii. Each Seller availing itself of 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.

f. Agreements. The agreements in this Section shall continue in effect regardless of the exercise and surrender of this Warrant.

4. Redemption of Warrants.

a. The Company may, at its option, redeem all or any part of this Warrant. The Warrant is redeemable, at the option of the Company, on 15 days’ written notice at a price of $.05 per Warrant. Any redemption shall also be subject to the following conditions: (i) the Company must give 15 day notice to each registered holder of Warrants stating the Company’s intention to redeem the Warrants on a particular date (the “Redemption Date”); (ii) the Company has an effective registration statement or Offering Statement under the Act pertaining to the Shares issuable upon exercise of the Warrant and has registered the shares of Common Stock to be

issued upon exercise of the Warrants under applicable state securities laws or a liquidity event has occurred, such as a merger, reorganization, acquisition or sale of all or substantially all of the assets of the Company to a third party; (iii) the Company must permit each registered holder of any Warrant to exercise his Warrant until the close of business on the day fixed for redemption, which will be not less than 15 days after the date of the notice of redemption; (iv) within 15 business days after the Redemption Date, the Company will have available funds for the purpose of redeeming the outstanding, unexercised Warrants being redeemed; and (v) following the Redemption Date, the Holder of unexercised Warrants may surrender his Warrants at the office of the Company in Phoenix, Arizona, with the Form of Assignment of the Warrant on the reverse side duly completed and signed with the signature guaranteed As soon as practicable after surrender of the Warrants by the Holder, the Company shall forward payment of the redemption price for such Warrants to each said holder by first class or certified mail, postage pre-paid. If the Holder fails to surrender his Warrants within 45 days after the Redemption Date, the Warrants will be deemed canceled upon the Company’s payment of the redemption price to the Holder for the Warrants so redeemed.

b. Notice of Redemption. Notice of any redemption pursuant to this Section 4 shall be deemed given if mailed by first class or certified mail on the date deposited (“Notice Date”) in the United States Mail, postage prepaid, within 15 days after the end of the five consecutive days upon which the Company shall base the particular redemption, addressed to the registered Holder of Warrants so to be redeemed at his address as it appears on the books of the Company. Neither failure to deliver such notice nor defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Warrants so to be redeemed.

c. Redemption of Part of Warrants. If fewer than all the Warrants at the time outstanding will be redeemed, the selection of the Warrants to be redeemed may be made pro rata, by lot or in any other equitable manner. The Board of Directors shall have the power to prescribe the manner in which the selection is to be made.

d. Redemption Equals Cancellation. After the close of business on the day fixed for redemption, each Warrant then noticed for redemption shall automatically be converted into a right to receive the redemption price and the Company will no longer honor any purported exercise of such Warrant.

5. Reservation of Shares. The Company shall at all times reserve, for the purpose of issuance on exercise of this Warrant 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 Warrant 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.

6. Survival. All agreements, covenants, representations and warranties herein shall survive the execution and delivery of this Warrant and any investigation at any time made by or on behalf of any parties hereto and the exercise, sale and purchase of this Warrant (and any other securities or property) issuable on exercise hereof.

7. 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 Warrant, 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.

8. Other Matters.

a. Binding Effect. All the covenants and provisions of this Warrant by or for the benefit of the Company shall bind and inure to the benefit of its successors and assigns hereunder.

b. Notices. Notices or demands pursuant to this Warrant 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:

Spheric Technologies, Inc.

4708 East Van Buren Street

Phoenix, Arizona 85008

Attn: President

Notices to the Holder provided for in this Warrant 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.

c. Governing Law. The validity, interpretation and performance of this Warrant shall be governed by the laws of the State of Arizona.

d. Parties Bound and Benefitted. Nothing in this Warrant 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 Warrant shall be for the sole and exclusive benefit of the Company and its successors and of the Holder, its successors and, if permitted, its assignees.

e. Headings. The Article headings herein are for convenience only and are not part of this Warrant and shall not affect the interpretation thereof.

IN WITNESS WHEREOF, this Warrant has been duly executed by the Company under its corporate seal as of the          day of                     , 2005.

SPHERIC TECHNOLOGIES, INC.
By:
	Joseph Hines
	President

SPHERIC TECHNOLOGIES, INC.

Assignment

FOR VALUE RECEIVED,                                                                       hereby sells, assigns and transfers unto                                                                                                                            the within Warrant and the rights represented thereby, and does hereby irrevocably constitute and appoint                                                                       Attorney, to transfer said Warrant on the books of the Company, with full power of substitution.

Dated:                     

Signed:

Print Name:

Subscription Form

Spheric Technologies, Inc.

4708 East Van Buren Street

Phoenix, Arizona 85008

The undersigned hereby irrevocably subscribes for the purchase of              shares of Common Stock (“Shares”), pursuant to and in accordance with the terms and conditions of this Warrant, 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 Warrant of like tenor for the balance of the remaining Shares purchasable under this Warrant 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 (“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 Spheric Technologies, Inc. (“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 Warrant to the certificates for Shares hereby subscribed for, if such legend is applicable.

Dated:                      Signed:

Address:

EX-4.6

Exhibit 4.6

SPHERIC TECHNOLOGIES, INC.

2008 STOCK OPTION AND RESTRICTED STOCK PLAN

1. PURPOSES.

(a) Background. This 2008 Stock Option and Restricted Stock Plan was adopted on June 3, 2008 by the Board of Directors of Spheric Technologies, Inc., subject to the approval of the Company’s stockholders. Options granted under the Plan prior to the stockholders’ approval will be effective upon approval of the stockholders as of their respective dates of grant.

(b) Eligible Award Recipients. The persons eligible to receive Awards are the Employees, Officers, 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 the shares of the Company’s common stock par value $0.001 and other rights with respect to such shares.

(h) “Company” means Spheric Technologies, Inc., a Nevada corporation.

(i) “Consultant” means any person who is not an Employee, Officer 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 or Director 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 or Director 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 or Director. 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 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 American Stock Exchange, the New York Stock Exchange, the Nasdaq Global Market, the Nasdaq Capital 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.

(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 Spheric Technologies, Inc. 2008 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 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 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 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 one million five hundred thousand (1,500,000) 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 and Directors.

(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 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 as follows: (a) in cash or by certified or official bank check, payable to the order of the Company, in the amount (the “Purchase Price”) equal to the exercise price of the Option multiplied by the number of shares plus payment of all taxes applicable upon such exercise; (b) with shares owned by the Optionholder having a Fair Market Value at the time the Option is exercised equal to the Purchase Price plus payment in cash of all taxes applicable upon such exercise, with the prior approval of the Board; (c) by surrendering to the Company the right to acquire a number of shares having an aggregate value such that the amount by which the Fair Market Value of such shares exceeds the aggregate exercise price is equal to the Purchase Price plus payment in cash of all taxes applicable upon such exercise, with the prior approval of the Board; (d) any combination of the foregoing; or (e) a manner acceptable to the Board.

(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 months after the date of such Disability or death. All such vested Options not exercised within such twelve-month period shall terminate.

(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 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 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, 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 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 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, 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.

(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 or 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 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.

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.

EX-4.7

Exhibit 4.7

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE ON EXERCISE OF THIS WARRANT MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) A POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT ON FORM S-1 FILE NO. PURSUANT TO WHICH SUCH SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY OTHER SECURITIES LAWS (THE “ACTS”) (ii) ANOTHER EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER, AS APPLICABLE, UNDER THE ACTS, OR (iii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS.

SPHERIC TECHNOLOGIES, INC.

WARRANT AGREEMENT

VOID AFTER 5:00 P.M. NEW YORK TIME, ________________, 2013

Issue Date: _________________, 2008

1. Basic Terms. This Warrant Agreement (the “Warrant”) certifies that, for value received, the registered holder specified below or its registered assigns (“Holder”) is the owner of a warrant of Spheric Technologies, Inc., a Nevada corporation having its principal place of business at 4708 East Van Buren Street, Phoenix, Arizona 85008 (the “Corporation”), subject to adjustments as provided herein, to purchase _____________ (            ) shares of the Common Stock, $0.001 par value, of the Corporation (the “Common Stock”) from the Corporation at the price per share shown below (the “Exercise Price”).

Holder:
Exercise Price per share:	$	7.20

Except as specifically provided otherwise, all references in this Warrant to the Exercise Price and the number of shares of Common Stock purchasable hereunder shall be to the Exercise Price and number of shares after any adjustments are made thereto pursuant to this Warrant. This Warrant is one of a series of Warrants issued pursuant to an underwriting agreement dated _____________________, 2008 between the Corporation and Midtown Partners & Company, LLC (the “Agreement”) relating to the public offering pursuant to a registration statement on Form S-1, as amended (File No. ) (the “Registration Statement”) of up to 1,333,334 shares of Common Stock.

2. Corporation’s Representations/Covenants. The Corporation represents and covenants that the shares of Common Stock issuable upon the exercise of this Warrant shall at delivery be fully paid and non-assessable and free from taxes, liens, encumbrances and charges with respect to their purchase. The Corporation shall take any necessary actions to assure that the par value per share of the Common Stock is at all

times equal to or less than the then current Exercise Price per share of Common Stock issuable pursuant to this Warrant. The Corporation shall at all times reserve and hold available sufficient shares of Common Stock to satisfy all conversion and purchase rights of outstanding convertible securities, options and warrants of the Corporation, including this Warrant.

3. Method of Exercise; Fractional Shares. This Warrant is exercisable at the option of the Holder at any time by surrendering this Warrant, on any business day during the period (the “Exercise Period”) beginning after the one year anniversary of the effective date of the Registration Statement and ending at 5:00 p.m. (New York time) five (5) years after the issue date. To exercise this Warrant, the Holder shall surrender this Warrant at the principal office of the Corporation or that of the duly authorized and acting transfer agent for its Common Stock, together with the executed exercise form (substantially in the form of that attached hereto) and together with payment for the Common Stock purchased under this Warrant. The principal office of the Corporation is located at the address specified in Section 1 of this Warrant; provided, however, that the Corporation may change its principal office upon notice to the Holder. Payment shall be made by check payable to the order of the Corporation or by wire transfer or the Holder may elect to exercise this Warrant by means of a cashless exercise pursuant to Section 12 hereof. This Warrant is not exercisable with respect to a fraction of a share of Common Stock. In lieu of issuing a fraction of a share remaining after exercise of this Warrant as to all full shares covered by this Warrant, the Corporation shall either at its option (a) pay for the fractional share cash equal to the same fraction at the fair market price for such share; or (b) issue scrip for the fraction in the registered or bearer form which shall entitle the Holder to receive a certificate for a full share of Common Stock on surrender of scrip aggregating a full share.

4 Protection Against Dilution.

(a) If the Corporation, with respect to the Common Stock, (1) pays a dividend or makes a distribution on shares of Common Stock that is paid in shares of Common Stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), (2) subdivides outstanding shares of Common Stock, (3) combines outstanding shares of Common Stock into a smaller number of shares, or (4) issues by reclassification of common stock any shares of capital stock of the Corporation, the Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior to the happening of that event. An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock and

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other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.

5. Adjustment for Reorganization, Consolidation, Merger, Etc.

(a) In the event of any consolidation or merger to which the Corporation is a party other than a consolidation or merger in which the Corporation is the continuing corporation, or the sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety or any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation) (each such transaction referred to herein as “Reorganization”), no adjustment of exercise rights or the Exercise Price shall be made; provided, however, that the Holder shall thereupon be entitled to receive and provision shall be made therefor in any agreement relating to a Reorganization, the kind and number of securities or property (including cash) of the Corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise transferred or with whom securities have been exchanged, which the Holder would have owned or been entitled to receive as a result of such Reorganization had this Warrant been exercised immediately prior to such Reorganization (and assuming the Holder failed to make an election, if any was available, as to the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided, that if the kind or amount of securities, property or cash receivable upon such Reorganization is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing share”) then, for the purpose of this section, the kind and amount of securities, property or cash receivable upon such Reorganization for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). In any case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth herein (including the specified changes and other adjustments to the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, other securities or property thereafter receivable upon exercise of this Warrant. The provisions of this section similarly apply to successive Reorganizations.

(b) In addition, if the Corporation, at any time while this Warrant is outstanding, shall issue shares of Common Stock or rights, warrants, options or other securities or debt that is convertible into or exchangeable for shares of Common Stock (“Common Stock Equivalents”), entitling any person to acquire shares of Common Stock at a price per share less than the Exercise Price (if the holder of the Common Stock or Common Stock Equivalent so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights issued in connection with such issuance at a price less than the prevailing Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price), then the Exercise Price shall be multiplied by a

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fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Common Stock or such Common Stock Equivalents plus the number of shares of Common Stock which the offering price for such shares of Common Stock or Common Stock Equivalents would purchase at the Exercise Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock so issued or issuable, provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Common Stock Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock Equivalents. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. However, upon the expiration of any Common Stock Equivalents the issuance of which resulted in an adjustment in the Exercise Price pursuant to this Section, if any such Common Stock Equivalents shall expire and shall not have been exercised, the Exercise Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Exercise Price made pursuant to the provisions of this Section after the issuance of such Common Stock Equivalents) had the adjustment of the Exercise Price made upon the issuance of such Common Stock Equivalents been made on the basis of offering for subscription or purchase only that number of shares of the Common Stock actually purchased upon the exercise of such Common Stock Equivalents actually exercised. Notwithstanding anything herein to the contrary, the following shall not be subject to the provisions of this Section 5: (1) issuances of any stock or stock options under any employee benefit plan of the Corporation whether now existing or approved by the Board of Directors of the Corporation, provided that no such issuances shall be at less than six dollars ($6.00) for a period commencing on the date hereof and ending six (6) months thereafter, and (2) issuances of any stock under any convertible securities, rights, options and warrants outstanding prior to the date of issuance of this Warrant, but not any modifications thereof.

6. Notice of Adjustment. On the happening of an event requiring an adjustment of the Exercise Price or the shares purchasable under this Warrant, the Corporation shall, within ten (10) days, give written notice to the Holder stating the adjusted Exercise Price and the adjusted number and kind of securities or other property purchasable under this Warrant resulting from the event and setting forth in reasonable detail the method of calculation and the facts upon which the calculation is based. The Holder shall have the right to make an inspection regarding information in the notice

7. Dissolution, Liquidation. In case of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation (other than in connection with reorganization, consolidation, merger, or other transaction covered by paragraph 5 above) is at any time proposed; the Corporation shall give at least thirty (30) days prior written notice to the Holder. Such notice shall contain: (a) the date on which the transaction is to take place; (b) the record date (which shall be at least thirty (30) days after the giving of the notice) as of which holders of Common Stock will be entitled to receive distributions as a result of the transaction; (c) a brief description of the transaction, (d) a brief description of the distributions to be made to holders of Common Stock as a result

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of the transaction; and (d) an estimate of the fair value of the distributions. On the date of the transaction, if it actually occurs, this Warrant and all rights under this Warrant shall terminate.

8. Rights of Holder. The Corporation shall deliver to the Holder all notices and other information provided to its holders of shares of Common Stock or other securities which may be issuable hereunder concurrently with the delivery of such information to the holders. This Warrant does not entitle the Holder to any voting rights or, except for the foregoing notice provisions, any other rights as a shareholder of the Corporation. No dividends are payable or will accrue on this Warrant or the shares of Common Stock purchasable under this Warrant until, and except to the extent that, this Warrant is exercised. Upon the surrender of this Warrant and payment of the Exercise Price as provided above, the person or entity entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the record holder of such shares as of the close of business on the date of the surrender of this Warrant for exercise as provided above. Upon the exercise of this Warrant, the Holder shall have all of the rights of a shareholder in the Corporation.

9. Exchange for Other Denominations. This Warrant is exchangeable, on its surrender by the Holder to the Corporation, for a new Warrant of like tenor and date representing in the aggregate the right to purchase the balance of the number of shares purchasable under this Warrant in denominations and subject to restrictions on transfer contained herein, in the names designated by the Holder at the time of surrender.

10. Substitution. Upon receipt by the Corporation of evidence satisfactory (in the exercise of reasonable discretion) to it of the ownership of and the loss, theft or destruction or mutilation of the Warrant, and (in the case or loss, theft or destruction) of indemnity satisfactory (in the exercise of reasonable discretion) to it, and (in the case of mutilation) upon the surrender and cancellation thereof, the Corporation will issue and deliver, in lieu thereof, a new Warrant of like tenor.

11. Restrictions on Transfer. Neither this Warrant nor the shares of Common Stock issuable on exercise of this Warrant have been registered under the Acts. Neither this Warrant nor the shares of Common Stock purchasable hereunder may be sold, transferred, pledged or hypothecated in the absence of (a) a post effective amendment to the registration statement pursuant to which such securities have been registered under the Acts, (b) another effective registration statement for the securities under the Acts or (b) an opinion of counsel reasonably satisfactory to the Corporation that registration is not required under such Acts. If the Holder seeks an opinion as to transfer without registration from Holder’s counsel, the Corporation shall provide such factual information to Holder’s counsel as Holder’s counsel reasonably requests for the purpose of rendering such opinion. Each certificate evidencing shares of Common Stock purchased hereunder will bear a legend describing the restrictions on transfer contained in this paragraph unless, in the opinion of counsel reasonably acceptable to the Corporation, the shares need no longer to be subject to the transfer restrictions.

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12. Cashless Exercise.

(a) The Holder may, upon any full or partial exercise of this Warrant, pay the Exercise Price applicable to such exercise by delivering this Warrant and receiving from the Corporation in return therefor the number of shares of Common Stock as to which the Warrant is being exercised which have a fair market value on the date of exercise equal to the fair market value of the Warrant as established in paragraph 4(b).

(b) The fair market value of this Warrant shall mean the fair market value of the Common Stock purchasable under this Warrant minus the Exercise Price of this Warrant.

(c) The fair market value of the Common Stock is, if the Common Stock is traded on a national securities exchange or in the over-the-counter market as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), the average of the daily market prices of such stock on the ten (10) trading days immediately preceding the date as of which such value is to be determined. The market price for each such trading day shall be average of the closing prices on such day of the Common Stock on all domestic exchanges on which the Common Stock is then listed, or if there have not been sales on any such exchange on such day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if the Common Stock is not so listed, the average of the high and low bid and asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization. If at any time the Common Stock is not listed on any domestic exchange or quoted in the NASDAQ System or the domestic over-the-counter market, the fair market value shall be reasonably determined by the Corporation in good faith as of a date which is within fifteen (15) days of the date as of which the determination is to be made.

13. Registration Rights.

(a) Mandatory Registration. The Corporation shall prepare, and, as soon as practicable, but in no event later than sixty (60) days after the date that a Holder of the Warrant provides a written request, file with the Securities and Exchange Commission (the “SEC”) a post effective amendment to the Registration Statement covering the resale of all or a portion of the securities or shares of Common Stock into which the securities are convertible that are owned by the Holder as are specified in the request. Within five (5) days of the request, the Corporation shall give notice to any other Holder of warrants issued in connection with the Registration Statement advising that the Corporation is proceeding with such registration statement and offering to include therein the securities of such Holders. The Corporation shall not be obligated to such other Holders to include them in the registration statement unless such other Holder shall have accepted such offer by written notice to the Corporation within ten (10) days. No other securities of the Corporation shall be entitled to participate in such registration. The Holder and each Holder that accepts such notice may elect to include in such registration all or a part of the securities of the Corporation he or she holds. Such election shall apply to the shares owned by each as well as any shares of Common Stock or securities issued

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upon any stock split, stock dividend, recapitalization or similar event of the shares (all such shares shall be referred to as “Registrable Securities”). The Corporation shall use its best efforts to have filed and cause to become effective a post effective amendment, registration statement or offering statement as promptly as practicable and for the period of two (2) years thereafter to reflect in the post effective amendment, registration statement or offering statement financial statements that are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that individually or in the aggregate represent a fundamental and/or material change in the information set forth in the post effective amendment, registration statement or offering state to enable the holder of the Warrant to exercise and sell the Warrant during such two (2) year period. If any registration is an underwritten registration the Corporation will select an underwriter approved by the Holder.

(b) Piggyback Registration. If at any time or from time to time, the Corporation shall determine to register any of its securities, either for its own account or the account of a security holder other than a registration relating solely to employee benefit plans, the Corporation will:

(i) promptly give to the Holder written notice thereof; and

(ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests made within twenty (20) days after receipt of such written notice from the Holder .

If the registration of which the Corporation gives notice is for a registered public offering involving an underwriting, the Corporation shall so advise the Holder as a part of the written notice given pursuant to clause (i) above. In such event the right of the Holder to registration pursuant to this Agreement shall be conditioned upon the inclusion of the Holder’s Registrable Securities in the underwriting to the extent provided herein. All stockholders proposing to distribute their securities through such underwriting shall (together with the Corporation) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Corporation with the approval of the Holder. If the underwriter shall determine in good faith and advise the Corporation in writing that it is its opinion that the number of Registrable Securities requested to be included exceeds the number that can be sold in the offering without materially adversely affecting the distribution of such securities, the Corporation will include in such registration (i) first, the securities that the Corporation proposes to sell and (ii) second, the Holder’s securities requested to be included in such registration pro rata among the Holders and (iii) third, securities of the holders of other securities requesting registration. If a piggyback registration consists only of underwritten secondary registration on behalf of holder’s of the Corporation’s securities and the underwriter shall determine in good faith and advise the Corporation in writing that it is its opinion that the number of Registrable Securities requested to be included exceeds the number that can be sold in the offering without materially adversely affecting the distribution of such securities, the Corporation will include in such registration (i) first,

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the Holder’s securities requested to be included in such registration pro rata among the Holders and (ii) second, the securities of the holders of other securities requesting registration. If the Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Corporation and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

(c) Expenses of Registration. All expenses incurred in connection with registrations pursuant to Section 13 shall be borne by the Corporation, including but not limited to legal, accounting and printing fees.

(d) In the case of each registration effected by the Corporation pursuant to this Agreement, the Corporation will keep the Holder advised in writing as to the initiation of each registration and as to the completion thereof. At its expense, the Corporation will:

(i) Use its best efforts to keep such registration effective for a period of two (2) years or until the Holders have completed the distribution described in the registration statement relating thereto, whichever first occurs; provided, however, that in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such two (2) year period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Acts permit an offering on a continuous or delayed basis, and provided further that applicable rules under the Acts governing the obligation to file a post-effective amendment, permit, in lieu of filing a post-effective amendment which (y) includes any prospectus required by Section 10(a)(3) of the Securities Act of 1933 or (z) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (y) and (z) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 in the registration statement;

(ii) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to reflect facts or events representing material or fundamental change in the information set forth therein or otherwise necessary to comply with the provisions of the Acts with respect to the disposition of all securities covered by such registration statement;

(iii) Furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as the Holders from time to time may reasonably request;

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(iv) Notify the Holders at any time when a prospectus relating thereto is required to be delivered under the Acts of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing;

(v) Cause all such Registrable Securities to be listed on each securities exchange (including, if applicable, NASDAQ) on which similar securities issued by the Corporation are then listed;

(vi) Provide a transfer agent and registrar for all Registrable Securities and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

(vii) Make available for inspection by the Holder, any underwriter participating in any disposition pursuant to such registration statement, and any attorney or accountant retained by the Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, and cause the Corporation’s officers and directors to supply all information reasonably requested by the Holder, underwriter, attorney or accountant in connection with such registration statement, provided such information is kept confidential by the recipient thereof;

(viii) If requested by the Holder, furnish to each a signed counterpart, addressed to each, of:

(1) an opinion of counsel for the Corporation, dated the effective date of the registration statement, and

(2) “comfort” letters signed by the Corporation’s independent public accountants who have examined and reported on the Corporation’s financial statements included in the registration statement, to the extent permitted by the standards of the AICPA, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ “comfort” letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered to the underwriters in

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underwritten public offerings of securities;

(ix) If requested by the Holder, furnish to each a copy of all documents filed with and all correspondence from or to the SEC in connection with any such offering; and

(x) Use its best efforts to register the securities of the Holder for offer or sale under the state securities or blue sky laws of such jurisdictions as the Holder may request and do any and all other acts and things which may be necessary or advisable to enable the Holder to consummate the proposed transfer, sale or other disposition of the securities in any jurisdiction.

(e) The Corporation will indemnify the Holder, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, against all claims, losses, damages and liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) 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 not misleading, or any violation by the Corporation of the Acts or any rule or regulation thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance, and will reimburse the Holder, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability or action, provided that the Corporation will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Corporation by the Holder and stated to be specifically for use therein.

(f) The Holder will, if Registrable Securities held by it are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Corporation, each of its directors and officers and each underwriter, if any, of the Corporation’s securities covered by such a registration statement, each person who controls the Corporation or such underwriter within the meaning of the Acts and the rules and regulations thereunder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or 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, and will reimburse the Corporation and its, directors, officers, partners, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon

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and in conformity with written information furnished to the Corporation by the Holder specifically for use therein.

(g) Each party entitled to indemnification under this Agreement, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against an indemnifying party under this Agreement, notify the indemnifying party of the commencement of such action, suit or proceeding, enclosing a copy of all papers served, but the omission so to notify the indemnifying party of such action, suit or proceeding shall not relieve the indemnifying party from any liability which it may have to any indemnified party under this Agreement unless the rights of the indemnifying party are materially impaired by such failure to notify. In case any such action, suit or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume the defense, the indemnifying party shall not be liable to such indemnified party in connection with any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. Such indemnified party shall have the right to employ its own counsel in any such action, but the fees and expenses of such counsel shall be at its expense unless: (i) the employment of counsel by it has been authorized by the indemnifying party; (ii) the indemnified party shall have reasonably concluded that there may be a conflict of interest between the indemnifying party and the indemnified party in the conduct of the defense of such action (in which case the indemnifying party shall not have the right to direct the defense of such action on such indemnified party’s behalf); (iii) the defendants in, or targets of, any such litigation include any indemnified party and the indemnifying party, and such indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party; or (iv) the indemnifying party shall not in fact have employed counsel to assume the defense of such action within a reasonable time after notice of the institution of such litigation, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party; provided, however, that the indemnifying party shall not be liable for the fees and expense of more than one such separate counsel in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same allegations or circumstances. The indemnifying party shall not be liable for any settlement of any action or claim effected without its written consent.

(h) From and after the date of this Agreement, the Corporation shall not enter into any agreement with any holder or prospective holder of any securities of the Corporation giving such holder or prospective holder any registration rights the terms of which are more favorable than the registration rights granted to the Holder hereunder.

(i) The rights to cause the Corporation to register securities granted to the Holder under this Agreement may be transferred or assigned by each to a transferee or assignee of any warrants or shares of Common Stock, provided that the Corporation is

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given written notice at the time of or within a reasonable time after said transfer or assignment, stating the name and address of said transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned.

14. Transfer. Except as otherwise provided in this Warrant, this Warrant is transferable only on the books of the Corporation by the Holder in person or by attorney, on surrender of this Warrant, properly endorsed.

15. Recognition of Holder. Prior to due presentment for registration of transfer of this Warrant, the Corporation shall treat the Holder as the person exclusively entitled to receive notices and otherwise to exercise rights under this Warrant. All notices required or permitted to be given to the Holder shall be in writing and shall be given by first class mail, postage prepaid, addressed to the Holder at the address of the Holder appearing in the records of the Corporation.

16. Payment of Taxes. The Corporation shall pay all taxes and other governmental charges, other than applicable income taxes, that may be imposed with respect to the issuance of shares of Common Stock pursuant to the exercise of this Warrant.

17. Headings. The headings in this Warrant are for purposes of convenience in reference only, shall not be deemed to constitute a part of this Warrant and shall not affect the meaning or construction of any of the provisions of this Warrant.

18. Miscellaneous. This Warrant may not be changed, waived, discharged or terminated except by an instrument in writing signed by the Corporation and the Holder. This Warrant shall inure to the benefit of and shall be binding upon the successors and assigns of the Corporation. Under no circumstances may this Warrant be assigned by the Holder.

19. Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada without giving effect to its principles governing conflicts of law.

SPHERIC TECHNOLOGIES, INC.
By:
	Joseph Hines
	Chief Executive Officer and President

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SPHERIC TECHNOLOGIES, INC.

Form of Transfer

(To be executed by the Holder to transfer the Warrant)

For value received the undersigned registered holder of the attached Warrant hereby sells, assigns, and transfers the Warrant to the Assignee(s) named below:

Names of Assignee Address Taxpayer ID No. Number of shares subject to transferred Warrant

The undersigned registered holder further irrevocably appoints ____________________ _______________________________ attorney (with full power of substitution) to transfer this Warrant as aforesaid on the books of the Corporation.

Date:
	Signature

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SPHERIC TECHNOLOGIES, INC.

Exercise Form

(To be executed by the Holder to purchase

Common Stock pursuant to the Warrant)

The undersigned holder of the attached Warrant hereby irrevocably elects to exercise purchase rights represented by such Warrant for, and to purchase, ___________ shares of Common Stock of Spheric Technologies, Inc, a Nevada corporation.

The undersigned intends that payment of the exercise price shall be made as (check one)

Cash exercise ________

Cashless exercise_________

If the Holder has elected a Cash exercise, the Holder shall pay the sum of $______ by certified or official bank check or by wire transfer to the Corporation in accordance with the terms of the Warrant

If the Holder has elected a Cashless exercise, a certificate shall be issued to the Holder for the number of shares calculated in accordance with the terms of the Warrant.

The undersigned requests that if such number of shares is not all of the shares purchasable under this Warrant, that a new Warrant of like tenor for the balance of the remaining shares purchasable under this Warrant be issued.

Date:
	Signature

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EX-5.1

Exhibit 5.1

                , 2008

Spheric Technologies, Inc.

Attn: Joseph Hines, Chairman and President

4708 East Van Buren Street

Phoenix, Arizona 85008

Re: Registration Statement on Form S-1 for Spheric Technologies, Inc.

Dear Mr. Hines:

You have requested our opinion, as counsel for Spheric Technologies, Inc., a Nevada corporation (the “Company”), in connection with a Registration Statement on Form S-1 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Act”), as amended, regarding the legality of the 1,466,668 shares of common stock, par value $0.001 per share, (the “Common Stock”) of the Company which are being registered in the Registration Statement, of which 133,334 shares are issuable upon exercise of warrants issued to the underwriter representative in the primary offering.

We have made such legal examination and inquiries as we have deemed advisable or necessary for the purpose of rendering this opinion and have examined originals or copies of the following documents and corporate records:

1. Articles of Incorporation;

2. Bylaws;

3. Resolutions of the Board of Directors authorizing the issuance of the Shares; and

4. Such other documents and records as we have deemed relevant in connection with this opinion.

In rendering this opinion, we have relied upon, with the consent of the Company and its Board of Directors: (i) the representations of the Company, its officers and directors as set forth in the aforementioned documents as to factual matters; and (ii) assurances from the officers and directors of the Company as we have deemed necessary for purposes of expressing the opinions set forth herein. We have not undertaken any independent investigation to determine or verify any information and representations made by the Company, its officers and directors in the aforementioned documents and have relied upon such information and representations as being accurate and complete in expressing our opinion.

We have assumed in rendering the opinions set forth herein that no person or entity has taken any action inconsistent with the terms of the aforementioned documents or prohibited by law. This opinion letter is limited to the matters set forth herein and no opinions may be implied or inferred beyond the matters expressly stated herein. We undertake no, and hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any changes in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person or any other circumstance.

It is our opinion that each issued and outstanding share of Common Stock registered pursuant to the Registration Statement is legally issued, fully paid, and non-assessable under Nevada law.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our law firm under the caption “Interest of Named Experts and Counsel” in the Registration Statement.

Sincerely yours,

QUARLES & BRADY LLP

cc: Joseph Hines

EX-10.1

Exhibit 10.1

LEASE AGREEMENT

This Lease Agreement is hereby executed by JH Realty LLC of Scottsdale, Arizona, hereinafter referred to as “Lessor” and Spheric Technology, Inc., an Arizona corporation, hereinafter referred to as “Lessee.”

Lessor hereby leases to Lessee the property located at 4708 East Van Buren Street, Phoenix, Arizona, 85008 (hereinafter “the property”) on the following terms and conditions:

1. Term. This Lease shall be for a term of three (3) years, commencing on November 15, 2004, but may be renewed by the Lessee as provided herein.

2. Rent. The total rent to be paid for the term of the lease shall be as follows:

Year 1 - $24,000.00

Year 2 - $24,000.00

Year 3 - $24,000.00

Each year’s rent shall be payable in equal monthly installments of $2,000.00. Rent is due on the fifteenth day of each month, beginning November 15, 2004 and if a payment is not made on or before the first day of the following month, there shall be a 2% late charge in addition to the monthly rental.

3. Use of Property. Lessee agrees to accept the leased premises in their “as is” condition. The parties acknowledge that the original intended use of the premises is for office and laboratory space and residential occupancy.

4. Repairs and Maintenance. Lessee agrees to maintain the leased premises and other improvements on the leased premises in as good condition as presently exist and to make all repairs promptly when needed. At termination of the Lease, the Lessee agrees to deliver the leased premises to Lessor in as good condition as presently exists, reasonable wear and tear excepted.

5. Utilities. The Lessee shall pay all electric, water utility bills, and other utility expenses for the leased premises.

6. Real Property Taxes and Assessments. Lessor shall be responsible and shall pay all taxes related to the subject property.

7. Alterations and Improvements. Lessee shall not be authorized to make alterations and improvements on the leased premises without the prior written consent of the Lessor. The Lessee shall at all times keep the leased premises free and clear of all liens and encumbrances. In the event the tenant desires to expand the size of any building or add buildings, the Lessee shall do so only upon written approval of Lessor and the renegotiation of the rental on the property and the increase in fire insurance coverage.

8. Fixtures and Equipment. Lessee is authorized to install fixtures and equipment for operation of its business, but such fixtures and equipment shall be installed in a manner which will not damage buildings or structures. All such fixtures and equipment may be removed by Lessee at the time of termination of the Lease, but Lessee agrees to repair buildings in a good and workmanlike manner where any fixtures or equipment have been removed.

9. Signs. Lessee shall be authorized to install and maintain signs and lighting effects on the exterior of the building in a good and workmanlike manner and in conformity with the law and with the regulations of all public authorities having jurisdiction.

10. Fire and Extended Coverage Insurance. The Lessee shall obtain and pay premiums for fire and casualty coverage insurance on the property, buildings and facilities of the leased property in the amount of the appraised value. The Lessor shall be named as an additional insured on said policy, and a copy of said insurance policy shall be delivered to the Lessor.

All proceeds which may be paid by reason of any casualty loss related to the premises shall be paid to Lessor except that, in the event Lessor should elect not to use such insurance proceeds to restore the premises after a fire and other casualty loss, then in such event Lessee shall be entitled to such portion of such insurance proceeds as the insurance company may determine to be allowable for damage or destruction of fixtures installed by Lessee.

11. Restoration of Damaged Improvements. If any part or all of the improvements on the leased premises should be damaged or destroyed in whole or in part by fire or other casualty, Lessee shall give prompt notice to Lessor, and Lessor shall at its expense promptly repair such damage and rebuild and restore the improvements, subject to such changes as Lessee may reasonably request. All of the proceeds of the insurance covering the premises shall be applied to such purposes. Notwithstanding the foregoing, if improvements should be damaged to such an extent that Lessor concludes that the improvements cannot be restored within 120 days after such casualty or loss or that such restoration will probably cost more than $10,000.00 in excess of the insurance proceeds, or if such casualty loss occurs within 12 months of the end of the term of the Lease, then Lessor shall have an option to refrain from making such restoration and terminate the Lease as of the date of such casualty loss. Lessee shall be entitled to a complete abatement of rent for the period during which the entire premises are rendered unsuitable for its uses. In the event only part of the improvements are rendered unsuitable for use by Lessee, the rent for the period during which such part is rendered unsuitable shall be reduced in such an amount as may be fair and reasonable, based primarily upon the ratio which the number of the square feet under roof in the damaged area bears to the total number of square feet under roof of the entire premises.

12. Comprehensive General Liability Insurance. The Lessee shall maintain general liability insurance on the premises in an amount to be determined by Lessor. Notwithstanding the general liability insurance provided by Lessor, Lessee agrees to indemnify Lessor and save it harmless of any and all claims asserted by any of its employees, officers, agents, representatives, customers or any other person or company for injuries to person or property on the lease premises regardless of whether it is claimed that such injuries resulted from a defect or dangerous condition of the premises.

13. Eminent Domain.

(a) All of Premises. If all or substantially all of the leased premises should be taken in condemnation proceedings by the city or other authority having power of eminent domain, or if all of substantially all of the leased premises should be sold to the city or other authority under threat of condemnation, this Lease shall terminate as of the date the city or other authority takes actual possession, and the rent shall be abated during the rest of the term of the Lease.

(b) Part of Premises. If part of the leased premises should be taken by condemnation by the city or other authority having power of eminent domain, or if part of the leased premises should be sold to the city or other authority under threat of condemnation, but if the property remaining can still be used by Lessee for its operations without reasonable handicap or inconvenience, this Lease shall not terminate, but Lessor shall at its sole expense restore any fences or other improvements which may have to be moved by reason of such condemnation or sale under threat of condemnation. The rent payable hereunder during the rest of the term of this Lease shall be adjusted to such extent as may be fair and reasonable under all of the circumstances.

(c) Condemnation Awards. Lessor and Lessee shall each be entitled to receive and retain the amounts which may be awarded to each of them separately.

14. Defaults. Any of the following events shall be deemed to be an event of default by Lessee under this Lease:

(a) Failure to pay the full amount of the rent when due, if such failure continues for a period of 10 days after Lessor mails written notice of such failure to Lessee.

(b) Failure to comply with any covenant or provision of this Lease, other than payment of rent, if such failure continues 30 days after Lessor mails written notice to Lessee.

(c) Insolvency of Lessee, or a transfer by Lessee in fraud of creditors, or an assignment by Lessee for the benefit of creditors.

(d) Filing by Lessee of a petition in bankruptcy court for voluntary adjudication of bankruptcy, or an adjudication of bankruptcy pursuant to an involuntary bankruptcy petition filed against Lessee.

(e) Appointment of a receiver for the leased premises on the petition of any creditor of Lessee or other person asserting a claim against Lessee, or appointment of a receiver for all or substantially all of the assets of Lessee.

(f) Deserting or vacating all or substantially all of the premises. Upon the occurrence of any of such events of default, Lessor shall have the option to pursue any one or more of the following remedies without any notice or demand except the notice required under subparagraph (b) above:

(i) Terminate this Lease, in which event Lessee shall immediately surrender the premises to Lessor, and, if Lessee fails to do so, Lessor may enter upon the premises and remove the property of Lessee.

(ii) Take possession of the leased premises and rent or lease the premises to another tenant, in which case Lessee shall be liable for any deficiency, which may be collected by Lessor monthly or from time to time, by suit or otherwise. In the event the rental paid by the replacement tenant is more than the rental under this Lease, such rent shall be retained by Lessor.

(iii) Pursue any remedy in court which may be available.

The foregoing remedies shall be cumulative and not exclusive, and Lessor may pursue any one or more of the following remedies without being held to have made an election, so long as there is no double recovery by Lessor.

15. Landlord’s Lien. In addition to the statutory landlord’s lien, Lessor shall at all times have a valid contractual lien and security interest in all goods, wares, equipment, fixtures, furniture, and other personal property of Lessee situated on the leased premises, and such lien and security interest shall continue at all times while any rent remains unpaid. Upon the occurrence of an event of default, Lessor may, in addition to any other remedies provided herein or by law, enter upon the leased premises and take possession of such goods, wares, equipment, fixtures, furniture, and other personal property of Lessee without being liable for trespass or conversion, but such property shall not be sold by Lessor without first obtaining a judgment authorizing such sale.

16. Attorneys’ Fees. If on account of any breach or default by Lessee it should become necessary for Lessor to employ an attorney to enforce or defend any of Lessor’s rights or remedies hereunder, Lessee agrees to pay reasonable attorneys’ fees incurred by Lessor in such connection.

17. Waiver of Default. Any waiver by Lessor of any default shall never be deemed to be evidence of waiver of any subsequent default.

18. Compliance with Laws. Lessee shall comply with all laws, ordinances, and regulations in use of the premises, and will at its own expense take such remedial action as may be necessary for such compliance.

19. Holding Over. If Lessee fails to surrender possession of the entire leased premises on the date of termination of this Lease, either at the time specified for expiration of the term of the Lease or at such earlier date as the Lease may be terminated pursuant to Paragraph 15 above, then in such event the monthly rent shall be increased 2% as of the date of such termination and until such time as possession is fully relinquished by Lessee.

20. Quiet Enjoyment. So long as Lessee pays the rent provided for herein and performs all covenants and other provisions of this Lease, Lessee shall have peaceful and quiet possession of the leased premises during normal business hours for any valid purpose such as inspection of the condition of the premises and showing prospective tenants the premises during the last year of the term of the Lease, but the representatives of Lessor shall not interfere with the employees of operations of Lessee. This Lease shall be subordinate to the terms and provisions of any base lease, if the property is owned by someone other than Lessor, and to any mortgage now or hereafter placed on the leased premises.

21. Notices. Any notices required hereunder and any notices which either party may choose to give to the other shall be deemed to have been given on the date such notice has been deposited in the United States mail, addressed to the other party at the following addresses:

Lessor:	4525 East Pescar Drive
	Paradise Valley, AZ 85253
Lessee:	4708 East Van Buren Street
	Phoenix, Arizona, 85008

22. Successors and Assigns. All of the terms, provisions, covenants and conditions of this Lease shall apply to, inure to the benefit of, and be binding upon the parties hereto and their respective successors in interest and legal representatives.

EXECUTED this 15 day of November, 2004, to be effective as of November 15, 2004.

Lessor:
JH REALTY, LLC
By:	/s/ Joseph Hines
	Joseph Hines, President

Lessee:
SPHERIC TECHNOLOGY, INC., an Arizona corporation
By:	/s/ Michael Kirksey
	Michael Kirksey, Vice President

EX-10.2

Exhibit 10.2

ADDENDUM TO LEASE

Pursuant to Clause 1 of the Lease Agreement between JH Realty LLC, the “Lessor”, and Spheric Technologies, Inc., the “Lessee” where such Clause state:

1. Term. This Lease shall be for a term of one (1) year, commencing on November 15, 2007, but may be renewed by the Lessee as provided herein.

No additional Clause or portion of the original Lease Agreement contains language or provision regarding extension or renewal of the lease term, so the parties agree to that language as follows:

23. The Lease may be renewed past the one year term (ending November 14, 2008) for periods to be agreed upon but typically not less than twelve months. Upon renewal after the initial one year term, rent may be adjusted by Lessor to the current market rate upon similar premises for 85008 zip code for the initial renewal period and to escalate at no greater than 5% per annum each twelve month period following the initial renewal. All other Clauses, Terms and Conditions of this Lease will remain constant and in force upon renewal unless alteration is jointly agreed by both Lessor and Lessee. Lessee agrees to provide Lessor minimum 90 day notice from end of Lease of intention to renew for further periods.

EXECUTED this 15 day of November, 2007 to be effective immediately.

LESSOR:
JH REALTY, LLC
By:	/s/ Joseph Hines
	Joseph Hines, President
LESSEE:
SPHERIC TECHNOLOGIES, INC.
By:	/s/ Michael Kirksey
	Michael Kirksey, Vice President

EX-10.3

Exhibit 10.3

PROMISSORY NOTE

Spheric Technologies, Inc. agrees to pay to Joseph Hines the amount of $447,000.00 upon demand after January 1, 2007 for value received with no interest noted. This amount has been created by funding loans to Spheric Technologies as a Founder in calendar year 2006 — please see the attached schedule. This liability is to be paid in US dollars or equivalent and should be considered a general obligation of the Company.

By:	/s/ Michael Kirksey
	Michael Kirksey
Its:	Vice President
Date:	December 31, 2006

EX-10.4

Exhibit 10.4

PROMISSORY NOTE

Spheric Technologies, Inc. agrees to pay to Joseph Hines the amount of $63,600.00 upon demand after April 1, 2007 for value received with no interest noted. This amount has been created by funding loans to Spheric Technologies as a Founder in the first quarter of calendar year 2007 — please see the attached schedule. This liability is to be paid in US dollars or equivalent and should be considered a general obligation of the Company.

By:	/s/ Michael Kirksey
	Michael Kirksey
Its:	Vice President
Date:	March 31, 2007

EX-10.5

Exhibit 10.5

PROMISSORY NOTE

Spheric Technologies, Inc. agrees to pay to Joseph Hines the amount of $55.000.00 upon demand after March 31, 2008 for value received with no interest noted. This amount has been created by funding loans to Spheric Technologies as a Founder in the 2nd and 3rd quarters of calendar year 2007 — please see the attached schedule. This liability is to be paid in US dollars or equivalent and should be considered a general obligation of the Company.

By:	/s/ Michael Kirksey
	Michael Kirksey
Its:	Vice President

Date: December 31, 2007

EX-10.6

Exhibit 10.6

PROMISSORY NOTE

Spheric Technologies, Inc. agrees to pay to J H Realty the amount of $62,000.00 upon demand after March 31, 2008 for value received with no interest noted. This amount has been created by accruing rent in the amount of $48,000.00 due to Spheric Technologies during calendar year 2006 and 2007, and for including a prior note for $14,000.00 due to the same entity into this debt instrument. This liability is to be paid in US dollars or equivalent and should be considered a general obligation of the Company.

By:	/s/ Michael Kirksey
	Michael Kirksey
Its:	Vice President
Date:	December 31, 2007

EX-10.7

Exhibit 10.7

ALLONGE TO

PROMISSORY NOTES

TO JOSEPH HINES

This Allonge (the “Allonge”), dated as of March 31, 2008, is attached to and forms a part of the following Promissory Notes (collectively, the “Notes”), made by SPHERIC TECHNOLOGIES, INC., a Nevada corporation (the “Company”), payable to the order of JOSEPH HINES, an individual residing in the state of Arizona (the “Holder”):

1. Promissory Note dated December 31, 2006, in the original principal amount of $447,000.

2. Promissory Note dated March 31, 2007, in the original principal amount of $63,600.

3. Promissory Note dated December 31, 2007, in the original principal amount of $55,000.

The Notes are hereby amended to provide that they are due and payable in full on December 31, 2008. In all other respects, the Notes are confirmed, ratified, and approved and, as amended by this Allonge, shall continue in full force and effect.

IN WITNESS WHEREOF, the Company and Holder have caused this Allonge to be executed and delivered by their respective duly authorized officers as of the date and year first above written.

SPHERIC TECHNOLOGIES, INC.
By:	/s/    Michael Kirksey
	Michael Kirksey
Its:	Executive Vice President and COO
Accepted and agreed to:
JOSEPH HINES
/s/    Joseph Hines

EX-10.8

Exhibit 10.8

ALLONGE TO

PROMISSORY NOTE

TO JH REALTY, LLC

This Allonge (the “Allonge”), dated as of March 31, 2008, attached to and forming a part of the Promissory Note dated December 31, 2007 (the “Note”), made by SPHERIC TECHNOLOGIES, INC., a Nevada corporation (the “Company”), payable to the order of J H Realty, an Arizona limited liability company (the “Holder”), in the original principal amount of $62,000.

1. The words “J H Realty” are hereby replaced with “JH Realty, LLC.”

2. The Note is hereby amended to provide that it is due and payable in full on December 31, 2008.

3. In all other respects, the Note is confirmed, ratified, and approved and, as amended by this Allonge, shall continue in full force and effect.

IN WITNESS WHEREOF, the Company and Holder have caused this Allonge to be executed and delivered by their respective duly authorized officers as of the date and year first above written.

SPHERIC TECHNOLOGIES, INC.
By:	/s/    Michael Kirksey
	Michael Kirksey
Its:	Executive Vice President and COO
Accepted and agreed to:
JH REALTY, LLC
By:	/s/    Joseph Hines
	Joseph Hines
Its:	President

EX-10.9

Exhibit 10.9

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the “Agreement”) is effective as of January 1, 2005 by and between Spheric Technologies, Inc. (“Company”) and Desert Valley Consulting Group, Inc. (“Contractor”), pursuant to which Contractor will provide the services described in this Agreement to Company.

1. Duties. Contractor shall provide the services of Joseph Hines, its President and Chief Executive Officer, as President and Chief Executive Officer to Company. Contractor will complete the services according to Contractor’s own lawful means and methods of work, which shall be subject to the control or supervision of Company. Such services shall be performed in accordance with the professional and quality control standards generally accepted in the industry.

2. Status of Contractor As An Independent Contractor. Contractor is not an employee of Company and nothing contained in this Agreement or in the relationship between Company and Contractor shall be deemed to: (a) constitute an employment relationship; (b) constitute a partnership, joint venture or agency relationship; or (c) give Contractor the authority to execute any contracts or documents on Company’s behalf without first consulting with Company. It is the parties’ intention that Contractor shall be an Independent Contractor and not an employee for all purposes, including, but not limited to, the application of the Social Security Act, the Fair Labor Standards Act, the provisions of the Internal Revenue Code, the Arizona Revenue and Taxation Code relating to income tax withholding at the source of income, Arizona Workers’ Compensation Act and the Arizona Unemployment Insurance Code. Contractor shall be solely liable for Contractor’s contributions and liabilities under the above-mentioned statutes and any other applicable statutes or regulations. Contractor retains the right to engage in any other business not detrimental to Company’s interests.

3. Business Expenses. Contractor shall be responsible for Contractor’s own business expenses in connection with Contractor’s efforts to fulfill Contractor’s services under this Agreement. However, expenses incurred by Contractor on behalf of Company, such as postage, copying, and other services, will be reimbursed by Company, subject to proper documentation of such expenses and upon approval of Company.

4. Payment. For Contractor’s services, Company will pay Contractor monthly. Contractor is not eligible for, and will not receive, any payments or fringe benefits that might be available to employees of Company.

5. Termination By Either Party. This Agreement may be terminated by either party upon 30 days written notice.

6. Insurance and Indemnification. Company shall not reimburse Contractor for any loss that Contractor may sustain in fulfilling Contractor’s obligations. In rendering services hereunder, the Contractor shall conspicuously identify himself/herself as an independent contractor of Company. Contractor agrees to indemnify and hold Company, its subsidiaries, affiliates, stockholders, directors, officers, employees, agents and assignees harmless from and against, all liabilities, obligations, taxes, costs, and losses reasonably incurred by any of them in connection with any claim, litigation or other action arising out of the Contractor’s operations or activities. This provision and the assumption of liabilities and obligations herein shall continue in full force and effect until expiration or termination of this Agreement.

7. Non-assignment. Contractor acknowledges that Contractor’s services are unique and personal. Accordingly, Contractor may not assign Contractor’s rights or delegate Contractor’s duties or obligations under this Agreement. Company’s rights and obligations under this Agreement shall inure to the benefit of and shall be binding upon Company’s successors and assigns, whether by operation of law or on account of any sale or other disposition of Company’s business.

8. Severability. Should any valid federal or state law or final determination of any administrative agency or court of competent jurisdiction affect any provision of this Agreement, the provision so affected shall be conformed to the law as so determined, and otherwise this Agreement shall continue in full force and effect.

Spheric Technologies, Inc.		Contractor
		DESERT VALLEY CONSULTING GROUP, INC.
By:	/s/ Janice L. Backus	/s/ Joseph Hines
	Janice L. Backus, Corporate Secretary	Joseph Hines
		Contractor
Dated: January 1, 2005		Dated: January 1, 2005

EX-10.10

Exhibit 10.10

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the “Agreement”) is effective as of January 1, 2005 by and between Spheric Technologies, Inc. (“Company”) and Michael Kirksey (“Contractor”), pursuant to which Contractor will provide the services described in this Agreement to Company.

1. Duties. Contractor shall provide service as Executive Vice President and Chief Operating Officer to Company. Contractor will complete the services according to Contractor’s own lawful means and methods of work, which shall be subject to the control or supervision of Company. Such services shall be performed in accordance with the professional and quality control standards generally accepted in the industry.

2. Status of Contractor As An Independent Contractor. Contractor is not an employee of Company and nothing contained in this Agreement or in the relationship between Company and Contractor shall be deemed to: (a) constitute an employment relationship; (b) constitute a partnership, joint venture or agency relationship; or (c) give Contractor the authority to execute any contracts or documents on Company’s behalf without first consulting with Company. It is the parties’ intention that Contractor shall be an Independent Contractor and not an employee for all purposes, including, but not limited to, the application of the Social Security Act, the Fair Labor Standards Act, the provisions of the Internal Revenue Code, the Arizona Revenue and Taxation Code relating to income tax withholding at the source of income, Arizona Workers’ Compensation Act and the Arizona Unemployment Insurance Code. Contractor shall be solely liable for Contractor’s contributions and liabilities under the above-mentioned statutes and any other applicable statutes or regulations. Contractor retains the right to engage in any other business not detrimental to Company’s interests.

3. Business Expenses. Contractor shall be responsible for Contractor’s own business expenses in connection with Contractor’s efforts to fulfill Contractor’s services under this Agreement. However, expenses incurred by Contractor on behalf of Company, such as postage, copying, and other services, will be reimbursed by Company, subject to proper documentation of such expenses and upon approval of Company.

4. Payment. For Contractor’s services, Company will pay Contractor monthly. Contractor is not eligible for, and will not receive, any payments or fringe benefits that might be available to employees of Company.

5. Termination By Either Party. This Agreement may be terminated by either party upon 30 days written notice.

6. Insurance and Indemnification. Company shall not reimburse Contractor for any loss that Contractor may sustain in fulfilling Contractor’s obligations. In rendering services hereunder, the Contractor shall conspicuously identify himself/herself as an independent contractor of Company. Contractor agrees to indemnify and hold Company, its subsidiaries, affiliates, stockholders, directors, officers, employees, agents and assignees harmless from and against, all liabilities, obligations, taxes, costs, and losses reasonably incurred by any of them in connection with any claim, litigation or other action arising out of the Contractor’s operations or activities. This provision and the assumption of liabilities and obligations herein shall continue in full force and effect until expiration or termination of this Agreement.

7. Non-assignment. Contractor acknowledges that Contractor’s services are unique and personal. Accordingly, Contractor may not assign Contractor’s rights or delegate Contractor’s duties or obligations under this Agreement. Company’s rights and obligations under this Agreement shall inure to the benefit of and shall be binding upon Company’s successors and assigns, whether by operation of law or on account of any sale or other disposition of Company’s business.

8. Severability. Should any valid federal or state law or final determination of any administrative agency or court of competent jurisdiction affect any provision of this Agreement, the provision so affected shall be conformed to the law as so determined, and otherwise this Agreement shall continue in full force and effect.

Spheric Technologies, Inc.		Contractor
By:	/s/ Joseph Hines	/s/ Michael Kirksey
	Joseph Hines	Michael Kirksey
	President	Contractor
Dated: January 1, 2005		Dated: January 1, 2005

EX-10.11

Exhibit 10.11

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the “Agreement”) is effective as of January 1, 2005 by and between Spheric Technologies, Inc. (“Company”) and Janice L. Backus (“Contractor”), pursuant to which Contractor will provide the services described in this Agreement to Company.

1. Duties. Contractor shall provide services as Corporate Secretary to Company. Contractor will complete the services according to Contractor’s own lawful means and methods of work, which shall be subject to the control or supervision of Company. Such services shall be performed in accordance with the professional and quality control standards generally accepted in the industry.

2. Status of Contractor As An Independent Contractor. Contractor is not an employee of Company and nothing contained in this Agreement or in the relationship between Company and Contractor shall be deemed to: (a) constitute an employment relationship; (b) constitute a partnership, joint venture or agency relationship; or (c) give Contractor the authority to execute any contracts or documents on Company’s behalf without first consulting with Company. It is the parties’ intention that Contractor shall be an Independent Contractor and not an employee for all purposes, including, but not limited to, the application of the Social Security Act, the Fair Labor Standards Act, the provisions of the Internal Revenue Code, the Arizona Revenue and Taxation Code relating to income tax withholding at the source of income, Arizona Workers’ Compensation Act and the Arizona Unemployment Insurance Code. Contractor shall be solely liable for Contractor’s contributions and liabilities under the above-mentioned statutes and any other applicable statutes or regulations. Contractor retains the right to engage in any other business not detrimental to Company’s interests.

3. Business Expenses. Contractor shall be responsible for Contractor’s own business expenses in connection with Contractor’s efforts to fulfill Contractor’s services under this Agreement. However, expenses incurred by Contractor on behalf of Company, such as postage, copying, and other services, will be reimbursed by Company, subject to proper documentation of such expenses and upon approval of Company.

4. Payment. For Contractor’s services, Company will pay Contractor monthly. Contractor is not eligible for, and will not receive, any payments or fringe benefits that might be available to employees of Company.

5. Termination By Either Party. This Agreement may be terminated by either party upon 30 days written notice.

6. Insurance and Indemnification. Company shall not reimburse Contractor for any loss that Contractor may sustain in fulfilling Contractor’s obligations. In rendering services hereunder, the Contractor shall conspicuously identify himself/herself as an independent contractor of Company. Contractor agrees to indemnify and hold Company, its subsidiaries, affiliates, stockholders, directors, officers, employees, agents and assignees harmless from and against, all liabilities, obligations, taxes, costs, and losses reasonably incurred by any of them in connection with any claim, litigation or other action arising out of the Contractor’s operations or activities. This provision and the assumption of liabilities and obligations herein shall continue in full force and effect until expiration or termination of this Agreement.

7. Non-assignment. Contractor acknowledges that Contractor’s services are unique and personal. Accordingly, Contractor may not assign Contractor’s rights or delegate Contractor’s duties or obligations under this Agreement. Company’s rights and obligations under this Agreement shall inure to the benefit of and shall be binding upon Company’s successors and assigns, whether by operation of law or on account of any sale or other disposition of Company’s business.

8. Severability. Should any valid federal or state law or final determination of any administrative agency or court of competent jurisdiction affect any provision of this Agreement, the provision so affected shall be conformed to the law as so determined, and otherwise this Agreement shall continue in full force and effect.

Spheric Technologies, Inc.		Contractor
By:	/s/ Joseph Hines	/s/ Janice L. Backus
	Joseph Hines	Janice L. Backus
	President	Contractor
Dated: January 1, 2005		Dated: January 1, 2005

EX-10.12

Exhibit 10.12

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the “Agreement”) is effective as of August 25, 2006 by and between Spheric Technologies, Inc. (“Company”) and Kuruvilla Cherian (“Contractor”), pursuant to which Contractor will provide technical and scientific services to Company on a contract basis.

1. Duties. Contractor shall provide services, as described above to Company. Contractor will complete the services according to Contractor’s own lawful means and methods of work, which shall be subject to the control or supervision of Company. Such services shall be performed in accordance with the professional and quality control standards generally accepted in the industry.

2. Status of Contractor As An Independent Contractor. Contractor is not an employee of Company and nothing contained in this Agreement or in the relationship between Company and Contractor shall be deemed to: (a) constitute an employment relationship; (b) constitute a partnership, joint venture or agency relationship; or (c) give Contractor the authority to execute any contracts or documents on Company’s behalf without first consulting with Company. It is the parties’ intention that Contractor shall be an Independent Contractor and not an employee for all purposes, including, but not limited to, the application of the Social Security Act, the Fair Labor Standards Act, the provisions of the Internal Revenue Code, the Arizona Revenue and Taxation Code relating to income tax withholding at the source of income, Arizona Workers’ Compensation Act and the Arizona Unemployment Insurance Code. Contractor shall be solely liable for Contractor’s contributions and liabilities under the above-mentioned statutes and any other applicable statutes or regulations. Contractor retains the right to engage in any other business not detrimental to Company’s interests.

3. Business Expenses. Contractor shall be responsible for Contractor’s own business expenses in connection with Contractor’s efforts to fulfill Contractor’s services under this Agreement. However, expenses incurred by Contractor on behalf of Company, such as postage, copying, and other services, will be reimbursed by Company, subject to proper documentation of such expenses and upon approval of Company.

4. Payment. For Contractor’s services, Company will pay Contractor as shown in attached Letter of Agreement. Contractor is not eligible for, and will not receive, any payments or fringe benefits that might be available to employees of Company.

5. Termination By Either Party. This Agreement may be terminated by either party upon 30 days written notice.

6. Insurance and Indemnification. Company shall not reimburse Contractor for any loss that Contractor may sustain in fulfilling Contractor’s obligations. In rendering services hereunder, the Contractor shall conspicuously identify himself/herself as an independent contractor of Company. Contractor agrees to indemnify and hold Company, its subsidiaries, affiliates, stockholders, directors, officers, employees, agents and assignees harmless from and against, all liabilities, obligations, taxes, costs, and losses reasonably incurred by any of them in connection with any claim, litigation or other action arising out of the Contractor’s operations or activities. This provision and the assumption of liabilities and obligations herein shall continue in full force and effect until expiration or termination of this Agreement.

7. Non-assignment. Contractor acknowledges that Contractor’s services are unique and personal. Accordingly, Contractor may not assign Contractor’s rights or delegate Contractor’s duties or obligations under this Agreement. Company’s rights and obligations under this Agreement shall inure to the benefit of and shall be binding upon Company’s successors and assigns, whether by operation of law or on account of any sale or other disposition of Company’s business.

8. Severability. Should any valid federal or state law or final determination of any administrative agency or court of competent jurisdiction affect any provision of this Agreement, the provision so affected shall be conformed to the law as so determined, and otherwise this Agreement shall continue in full force and effect.

Spheric Technologies, Inc.		Contractor
By:	/s/ Michael Kirksey	/s/ Kuruvilla Cherian
	Michael Kirksey	Kuruvilla Cherian
		Contractor
Dated: August 25, 2006		Dated: August 25, 2006

Letter of Agreement

This Letter of Agreement is constructed between Kuruvilla Cherian (“Contractor”) and Spheric Technologies, Inc. (“Company”) to note details of a consulting arrangement between Consultant and Company. These details are noted here and are to be appended to the standard Independent Contractor Agreement as signed by all Contractors/Consultants to the Company.

The details of this Agreement are as follows:

1. Contractor is to be paid at a rate of $108,000.00 annually, or $9,000.00 per month. This rate is established for full time work. Any amount due for a partial month will be prorated to the nearest week for the first and last months that Contractor works if necessary. The amount due the Contractor is payable upon the last business day of the month.

2. Contractor will be paid an additional $1,000.00 per full patent application and $1,000.00 per peer reviewed published article for the term of this Agreement, plus 1,000 options per full patent application or published article, such options priced at $.50 and vesting at a date one year subsequent to patent application or publication date.

3. Contractor will be awarded an additional 1,000 options per provisional patent application, priced at $.50 and vesting when provisional application converts to a full patent application.

4. Contractor will be expected to travel via commercial airline and possibly other means to fulfill this Contract. Travel will be to Company’s offices in Phoenix, Arizona or other sites as directed by Company management. All travel expenses will be borne by the Company and arranged by the Company, with the following details:

(a) All air travel will be in Coach or Economy Class as arranged by the Company, with any upgrades to be paid for by Contractor.

(b) Lodging will be arranged near the Company’s office or other destination of travel at the discretion of the Company, with any upgrades to be paid by Contractor.

(c) Company will reimburse any rental car expense incurred by Contractor up to the level that the chosen rental car agency establishes for a “standard” automobile.

(d) Company will reimburse Contractor for meals, transportation costs and other incidentals incurred on its behalf on a reasonable basis. If the Contractor uses his personal automobile on Company business, costs will be reimbursed at $.40/mile.

5. Company will reimburse Contractor for long distance use of the telephone or data service utilized in performance of duties for the Company, and for the business share of any additional lines necessary.

6. Company will provide a laptop computer of late model using a Windows XP operating system for the use of Contractor.

7. Contractor will receive 10,000 options on the Common Stock of the Company at an exercise price of $.50 which will vest One Year from the date of this Agreement.

8. Company agrees to assist Contractor in obtaining both health insurance plan and retirement plan information. Company does not offer these benefits to its contractors, but the Company may choose to support the Contractor’s purchase of health insurance coverage based on information jointly provided by Contractor and Company.

9. Contractor’s duties will be assigned by Company management and may vary from those already discussed. Those duties discussed include literature and intellectual property database search and evaluation, experimental design and control, technical customer presentations and relationship management, laboratory equipment evaluation and purchase and others.

Accepted by:
/s/ Kuruvilla Cherian	/s/ Michael Kirksey
Kuruvilla Cherian, “Contractor”	For Spheric Technologies, Inc.
Dated: August     , 2006	Dated August     , 2006

EX-10.13

Exhibit 10.13

LICENSE AGREEMENT

This License Agreement, effective upon the date of last signature herein (the “EFFECTIVE DATE”), by and between The Penn State Research Foundation (hereinafter referred to as “PSRF”), a non-profit corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania and having an office at 304 Old Main, University Park, PA 16802, and Spheric Technologies, Inc., a corporation organized under the laws of the State of Arizona (hereinafter referred to as “LICENSEE”), having its principal office at 4708 East Van Buren Street, Phoenix, AZ 85008.

WITNESSETH

WHEREAS, Rustum Roy, Dinesh Agrawal, Jipeng Cheng, Paul Gigl, Shalva Gedevanishvili, Vaidhyanathan Balasubramaniam, and Thomas Shrout, current or former employees of The Pennsylvania State University (the “UNIVERSITY”) have made the following inventions, all filed as The Pennsylvania State University Invention Disclosures and collectively referred to as the “INVENTION”:

• Invention Disclosure number 95-1521 entitled “Apparatus and Method for Microwave Sintering of Cobalt Cemented Tungsten Carbide

• Invention Disclosure number 97-1788 entitled “Sintering of Powder Metal (PM) Components Using Microwave Energy”

• Invention Disclosure number 98-2042 entitled “Novel Method for the Microwave Processing of Metals, Ceramics, Glasses, and Composites Using Highly Absorbing Pastes”

• Invention Disclosure number 99-2141 entitled “Microwave Processing in Pure H Field and Pure E Fields”

• Invention Disclosure number 2000-2238 entitled “Sintering of Polycrystalline Alumina to Translucency Using Microwave Sintering for Lighting Applications and Gems”;

WHEREAS, PSRF is dedicated to fostering and advancing scientific research within the Commonwealth of Pennsylvania and, in particular, within the UNIVERSITY and is responsible for developing inventions made by employees of the UNIVERSITY by evaluating invention disclosures, pursuing patents, and pursuing licensing arrangements thereon;

WHEREAS, PSRF is the owner of certain “PATENT RIGHTS” (as defined herein below) relating to INVENTION and has the right to grant licenses under PATENT RIGHTS;

WHEREAS, LICENSEE received and evaluated details of the INVENTION and has notified PSRF that LICENSEE wishes to obtain a license under the PATENT RIGHTS for the commercial development of the INVENTION on the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein and for good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE I—DEFINITIONS

For purposes of this License Agreement, the following words and phrases shall have the following meanings:

1.1 “LICENSEE” shall be SPHERIC TECHNOLOGIES, INC.

1.2 “FIELD” shall mean the following:

1.2.1 batch and/or continuous processing by sintering, whereby sintering is accomplished by utilizing microwave energy in air and controlled atmospheres, of green parts prepared from powder metals or metal composites for any application or product; BUT specifically excluding “non-oxide hard and superhard materials produced by microwave sintering and used in the cutting and wear industry’ or “powder metal base coils used for downhole drilling”;

1.2.2 batch and/or continuous processing by sintering, whereby sintering is accomplished by utilizing microwave energy in air and controlled atmospheres, of green parts prepared from alumina for any transparent applications or products;

1.2.3 batch and/or continuous processing by heating of articles composed of monolithic metals, whereby the heating is accomplished by utilizing microwave energy and a thin layer of highly microwave absorbent powder metal material around at least a portion of a container made of microwave transparent material;

1.2.4 batch and/or continuous processing by sintering and/or heating, whereby sintering and/or heating is accomplished by utilizing microwave energy in air and controlled atmospheres to form multilayer electronic devices composed of an electrode layer alternating with a dielectric layer where the electrode consists of either nickel or copper or any alloy of nickel and copper;

1.2.5 batch and/or continuous processing of materials by sintering and/or heating, whereby the sintering and/or heating is accomplished by utilizing microwave energy in air and controlled atmospheres, and in pure electric or magnetic fields as generated by the microwave energy.

1.3 “TERRITORY” shall mean THE WORLD.

1.4 “PATENT RIGHTS” shall mean all of those rights, without limitation as described below:

1.4.1 U.S. Patent No. 6,004,505 issued on December 21, 1999, (related to invention disclosure 95-1521) together with all pending and issued foreign counterparts of such patent filed and prosecuted pursuant to Article 6;

1.4.2 U.S. Patent No. 6,066,290 issued on May 23, 2000, (related to invention disclosure 95-1521).

1.4.3 U.S. Patent No. 6,126,895 issued on October 3, 2000 (related to invention disclosure 95-1521).

1.4.4 U.S. Patent No. 6,183,689 issued on February 6, 2001 (related to invention disclosure 97-1788).

1.4.5 U.S. Patent No. 6,805,835 issued on October 19, 2004 (related to invention disclosure 97-1788).

1.4.6 U.S. Patent No. 6,512,216 issued on January 28, 2003 (related to invention disclosure 98-2042).

1.4.7 U.S. Patent No. 6,365,885 issued on April 2, 2002 (related to invention disclosure 99-2188).

1.4.8 U.S. Patent No. 6,812,441 issued on November 2, 2002 (related to invention disclosure 2000-2328).

1.4.9 U.S. Patent No. 6,610,241 issued on August 26, 2003 (related to invention disclosure 99-2141).

1.5 “LICENSED PRODUCT” shall mean any process, product or part thereof, or use of a product or part thereof, which is covered in whole or in part by at least one unexpired claim of PATENT RIGHTS in the country in which any such process, product or part thereof is made, used, or sold.

1.6 “NET SALES” for LICENSED PRODUCT shall mean: (1) the revenue derived from the sale, lease, transfer or consignment of LICENSED PRODUCT by LICENSEE or AFFILIATE to independent third parties less the following amounts: (i) all normal and customary discounts in the trade (i.e. cash discounts, volume discounts and rebates); and (ii) credits or allowances actually granted upon claims or returns; each determined in accordance with generally accepted accounting principles consistently applied; or (2) the revenue derived from the sales commission, profit, or any other transaction fee collected by LICENSEE or AFFILIATE for the case where a LICENSED PRODUCT is provided by an independent third party that has acquired a sublicense from LICENSEE, to the LICENSEE or AFFILIATE for the sale, lease, transfer, or consignment of LICENSED PRODUCT by LICENSEE or AFFILIATE to other independent third parties.

1.7 “SUBLICENSING REVENUE” shall mean all cash, royalties, sublicensing fees, option fees, maintenance fees, other lump sum payments and all other payments (including equity instruments and/or securities) and the cash equivalent thereof paid or transferred to LICENSEE by each sublicensee of LICENSEE or third party in consideration for license rights and/or technology rights covering manufacturing, marketing, or distribution provided hereunder. LICENSEE shall provide documentation as provided under Article V herein of any such payment(s).

1.8 “AFFILIATE” shall include an organization, the voting equity of which is directly or indirectly controlled by LICENSEE, an organization that directly or indirectly controls the voting equity of LICENSEE, and an organization, the majority of which is directly or indirectly common to the ownership of the LICENSEE. Control for the purposes of this definition shall mean possession (by ownership, contract, or otherwise) of at least fifty percent (50%) of the voting equity of the respective organization.

ARTICLE II—THE LICENSE

2.1 Subject to any preexisting rights, if any, of the Government of the United States created by the use of Government funding, PSRF hereby grants to LICENSEE an exclusive right and license in the TERRITORY for the FIELD, with right to sublicense, to the PATENT RIGHTS numbered 1.4.1 – 1.4.8 in Paragraph 1.4, to the extent not prohibited by other patents, to make, have made, use, lease, and sell LICENSED PRODUCTs for the term set forth herein, unless this License Agreement shall be earlier terminated according to the terms and conditions contained herein.

2.2 Subject to any preexisting rights, if any, of the Government of the United States created by the use of Government funding, PSRF hereby grants to LICENSEE an nonexclusive right and license in the TERRITORY for the FIELD, with right to sublicense, to the PATENT RIGHTS numbered 1.4.9 in Paragraph 1.4, to the extent not prohibited by other patents, to make, have made, use, lease, and sell LICENSED PRODUCTs for the term set forth herein, unless this License Agreement shall be earlier terminated according to the terms and conditions contained herein.

2.3 PSRF reserves the rights for itself and the UNIVERSITY to practice under the PATENT RIGHTS for their own research and educational purposes.

2.4 Certain PATENT RIGHTS resulted from federally-supported research, and their assignment is governed by the applicable provisions of the Federal funding agreements, including the 35 USC Chapter 18 (the “Bayh-Dole Act”), 37 CFR Part 401.

2.5 LICENSEE shall have the exclusive right, at its sole discretion, to sublicense any of the rights, privileges and license granted hereunder during the term of this License Agreement.

2.6 All sublicenses granted by LICENSEE of its rights hereunder shall be subject to the terms of this License Agreement and shall provide for the payment of running royalties hereunder at amounts at least equal to the levels specified for payments by LICENSEE to PSRF in Paragraph 3.2 hereof. However, upon the prior consent of PSRF, LICENSEE may grant a sublicense having running royalties at lower levels, such consent not to be unreasonably withheld or delayed. Sublicensees shall not be permitted to grant any further sublicenses. LICENSEE shall be responsible for its sublicensees and shall not grant any rights which are inconsistent with the rights granted to and obligations of LICENSEE hereunder. Any act or omission of a sublicensee which would be a breach of this License Agreement if performed by LICENSEE shall be deemed to be a breach by LICENSEE of this License Agreement. Each sublicense agreement granted by LICENSEE shall include an audit right by PSRF of the same scope as provided in Article V hereof with respect to LICENSEE. No such sublicense agreement shall contain any provision which would cause it to extend beyond the term of this License Agreement.

2.7 LICENSEE agrees to forward a copy of any and all sublicense agreements to PSRF promptly after execution thereof, and to forward to PSRF a copy of reports received by LICENSEE from its sublicensees under the sublicenses as shall be pertinent to a royalty accounting under said sublicense agreements.

2.8 LICENSEE shall not receive from sublicensees anything of value in lieu of cash payments in consideration for any sublicense under this License Agreement, without the express prior written permission of PSRF.

2.9 The license rights granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise to any technology owned or controlled by PSRF which is not specifically set forth herein.

2.10 In the event of non-performance or voluntary surrender of any of these PATENT RIGHTS by LICENSEE, PSRF may revert such PATENT RIGHTS as LICENSEE abandons for relicense.

ARTICLE III—PAYMENTS

3.1 In partial consideration of the rights granted by this License Agreement, LICENSEE shall pay to PSRF a non-refundable, License Issue Fee of twenty-five thousand dollars ($25,000.00) payable according to the following schedule:

(a) Ten thousand dollars ($10,000.00) shall be paid by LICENSEE to PSRF eighteen (18) months after the EFFECTIVE DATE of this License Agreement; and

(b) Fifteen thousand dollars ($15,000.00) shall be paid by LICENSEE to PSRF twenty-four (24) months after the EFFECTIVE DATE of this License Agreement.

3.2 In addition to the foregoing License Issue Fee, LICENSEE shall pay PSRF a running royalty of three percent (3%) of NET SALES. Such running royalties shall be payable as provided in Paragraph 3.7.

3.3 In the event that the running royalties paid on NET SALES and SUBLICENSING REVENUE in any calendar year do not reach the minimum amount set out below for such year, LICENSEE shall pay an additional amount with the payment due for the period ending December 31 of such year, so that the total amount paid for such year shall reach such minimum amount:

•	Third year anniversary of EFFECTIVE DATE (2009)	$	25,000.00
•	Fourth through sixth year anniversary of EFFECTIVE DATE (2010-2012)	$	50,000.00
•	Seventh through tenth year anniversary of EFFECTIVE DATE (2013-2016)	$	100,000.00
•	Each remaining anniversary of the EFFECTIVE DATE for the remainder of the term of the License agreement	$	250,000.00

Such payment of the additional amount shall be made by LICENSEE to PSRF within thirty (30) days after December 31 of each year of this License Agreement.

3.4 In addition to the foregoing fees and running royalties, LICENSEE agrees to pay to PSRF as royalties hereunder for all SUBLICENSING REVENUE according to the following percentages and schedule:

•	Year 2007	7	%
•	Year 2008	10	%
•	Year 2009	15	%
•	Year 2010 until end of term of License Agreement	20	%

3.5 Payment of the royalties specified in Paragraph 3.2 and 3.4 shall be made by LICENSEE to PSRF within thirty (30) days after June 30 and December 31 of each year during the term of this License Agreement covering the quantity of LICENSED PRODUCTs sold by LICENSEE during the preceding half-year. After termination or expiration of this License Agreement, a final payment shall be made by LICENSEE covering the whole or partial half year. Each payment shall be accompanied by a written statement of NET SALES as described in Paragraph 5.2 hereunder.

3.6 All payments due hereunder are expressed in and shall be paid by check payable in United States of America currency, without deduction of exchange, collection or other charges, to PSRF in University Park, PA or at such other place as PSRF may reasonably designate.

3.7 For converting into United States dollars any payment accrued hereunder in the currency of any other country, the rate of exchange for the purchase of United States dollars with such currency quoted by The Chase Manhattan Bank, New York, New York, on the last business day of the payment period in question shall be used.

3.8 No multiple royalties shall be payable because any LICENSED PRODUCTs, their manufacture, use, lease or sale are or shall be covered by more than one patent application, patent or certificate of registration licensed under this License Agreement.

3.9 All payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate of 2% above the prime rate in effect at the Chase Manhattan Bank, New York, New York, on the due date. The payment of such interest shall not foreclose PSRF from exercising any other rights it may have as a consequence of the lateness of any payment.

3.10 LICENSEE’s failure to make payments in accordance with Paragraphs 3.1, 3.2, 3.3, 3.4, 3.5, 3.6 shall constitute a material breach or default and shall be grounds for termination of this License Agreement pursuant to Paragraph 14.3 hereof.

ARTICLE IV—MARKETING EFFORTS

4.1 LICENSEE shall use reasonable efforts, consistent with those typical of a commercial business, to diligently bring one or more LICENSED PRODUCTS in the entire FIELD into the commercial market as soon as practicable and to continue active, diligent marketing efforts for one or more LICENSED PRODUCTS throughout the term of this License Agreement.

4.2 LICENSEE’s failure to perform in accordance with Paragraph 4.1 shall constitute a material breach or default and shall be grounds for termination of this License Agreement pursuant to Paragraph 14.5 hereof. However, if LICENSEE’s failure to perform in accordance with Paragraph 4.1 is due to a lack of commercially available LICENSED PRODUCTS in the entire FIELD as defined herein by Paragraph 1.2, then PSRF and LICENSEE agree to discuss a reduction of the scope of the FIELD. Any reduction of the scope of the FIELD would be implemented by an amendment to this agreement.

4.3 In the event that LICENSEE in its sole discretion decides to market one or more LICENSED PRODUCTs in any country, then LICENSEE shall exert reasonable efforts to have such LICENSED PRODUCTs cleared for marketing by the responsible government agencies of that country requiring such clearance. Should LICENSEE terminate this License Agreement, LICENSEE agrees to assign its full right, title, and interest in and to such market clearance application, including all data relating thereto, to PSRF at no cost to PSRF.

ARTICLE V—REPORTS AND RECORDS

5.1 LICENSEE shall keep and preserve, in accordance with generally accepted accounting principles and procedures, complete and accurate books, records and accounts containing all particulars that may be necessary for the purpose of showing the amounts payable to PSRF hereunder. Said books, records and accounts shall be kept at LICENSEE’s principal place of business or the principal place of business of the appropriate division of LICENSEE to which this License Agreement relates. Said books and supporting data shall be open, upon reasonable notice at all reasonable times and places during business hours for five (5) years following the end of the calendar year to which they pertain, to the inspection of PSRF or its agents for the purpose of verifying LICENSEE’s royalty statement or compliance in other respects with this License Agreement. Should such inspection lead to the discovery of a greater than ten percent (10%) discrepancy in reporting to PSRF’s detriment, LICENSEE agrees to reimburse PSRF for the full cost of such inspection.

5.2 LICENSEE shall, within thirty (30) days of June 30 and December 31 of each year, deliver to PSRF true and accurate reports, giving such particulars of the business conducted by LICENSEE, AFFILIATE, and its sublicensees during the preceding calendar half-year under this License Agreement as shall be pertinent to a royalty accounting hereunder. These reports shall be duly signed by an authorized signatory of LICENSEE on behalf of LICENSEE and shall include at least the following:

(a) number and type of LICENSED PRODUCTs manufactured and sold by LICENSEE, AFFILIATE, and its sublicensees;

(b) total billings and commissions for LICENSED PRODUCTs sold by LICENSEE, AFFILIATE, and its sublicensees;

(c) listing of applicable deduction as provided in paragraph 1.6 hereinabove;

(d) royalties due on sublicensee payments under paragraph 3.4 hereinabove;

(e) total royalties due; and

(f) names and addresses of all sublicensees of LICENSEE or AFFILIATE.

5.3 With each such report submitted, LICENSEE shall pay to PSRF the royalties due and payable under this License Agreement. If no royalties shall be due, LICENSEE shall so report.

5.4 LICENSEE shall use the royalty reporting sheet attached hereto as Appendix A, or a substantial equivalent, to fulfill the royalty and reporting requirements of this Article V.

ARTICLE VI—PATENT PROSECUTION AND MAINTENANCE

6.1 Responsibility for Patent Prosecution. PSRF shall apply for, seek prompt issuance of, and maintain the PATENT RIGHTS during the term of this Agreement. The prosecution, filing and maintenance of patent applications and patents which issue therefrom shall be the primary responsibility of PSRF, or its designee, but wherever practical, LICENSEE shall be given the opportunity to review and comment upon the breadth and coverage of said patent applications. During the patent preparation, prosecution and maintenance process, LICENSEE shall have reasonable opportunities to advise PSRF to ensure that said PATENT RIGHTS adequately address the commercial and business needs of LICENSEE.

6.2 U.S. Patent Filings. LICENSEE shall reimburse PSRF for all reasonable and ordinary fees and external costs, incurred at any time, relating to the filing, prosecution, and maintenance of U.S. provisional and non-provisional applications and resulting patents, pursuant to the conditions set forth herein. PSRF shall promptly provide copies of invoices for all such expenses and LICENSEE shall make payment thereof within thirty (30) days of its receipt. For those expenses that PSRF has already incurred, LICENSEE shall reimburse PSRF the following amounts according to schedule below:

(a) Twenty-five thousand two hundred and forty-seven dollars ($25,247.00) payable upon the EFFECTIVE DATE of this License Agreement;

(b) Twenty-five thousand two hundred and forty-seven dollars ($25,247.00) payable nine (9) months after the EFFECTIVE DATE of this License Agreement;

(c) Twenty-five thousand two hundred and forty-eight dollars ($25,248.00) payable twelve (12) months after the EFFECTIVE DATE of this License Agreement

6.3 International Patent Filings. LICENSEE understands and agrees that the primary responsibility for the costs of all foreign patent filings shall be LICENSEE’s, and that LICENSEE’s failure to timely communicate its decision regarding foreign filing and payment thereof will result in a loss of rights to LICENSEE. LICENSEE shall notify PSRF no later than three (3) months before applicable bar dates, as to the foreign countries in which it wishes PSRF to continue to seek patent protection. Payment of all fees and costs relating to the filing, prosecution, and maintenance of said foreign patent rights shall be the direct responsibility of LICENSEE, provided LICENSEE is kept reasonably informed and given advance estimates where practical. If LICENSEE does not within twenty (20) days of receipt provide advance payment thereof, LICENSEE agrees herein that said non-payment shall constitute a binding waiver of any right to obtain said foreign protection and LICENSEE holds PSRF harmless from any claim based thereon.

6.4 Abandonment. In the event LICENSEE decides not to continue prosecution of a patent application to issuance, or to maintain any United States or foreign patent application within the PATENT RIGHTS, LICENSEE shall timely notify PSRF in writing in order that PSRF may continue said prosecution or maintenance of such intellectual property at its own expense. LICENSEE’s right under this License Agreement to any claims contained within the PATENT RIGHTS for any country in which LICENSEE does not continue prosecution or maintenance in accordance with paragraph 6.2 or 6.3 above shall immediately terminate upon failure of LICENSEE to advance costs hereunder, but only for the applicable country or countries.

6.5 Grounds for Material Breach. LICENSEE’s failure to make payments in accordance with Paragraph 6.2 and 6.3 shall constitute a material breach or default and shall be grounds for termination of this License Agreement pursuant to Article XIV hereof

ARTICLE VII—INFRINGEMENT AND OTHER ACTIONS

7.1 LICENSEE and PSRF shall promptly provide written notice to the other party of any alleged infringement by a third party of any patent licensed hereunder under PATENT RIGHTS and provide such other party with any available evidence of such infringement.

7.2 During the term of the License Agreement, PSRF shall have the initial right, but not the obligation, to prosecute and/or defend, at its own expense and utilizing counsel of its choice, any infringement of, and/or challenge to, the PATENT RIGHTS. In furtherance of such right, LICENSEE hereby agrees that PSRF may join LICENSEE as a party in any such suit, without expense to LICENSEE. The total cost of any such action, commenced or defended solely by PSRF, shall be borne by PSRF, which shall keep any recovery or damages derived therefrom.

7.3 If within six (6) months after having been notified of any alleged infringement, PSRF shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if PSRF shall notify LICENSEE at any time prior thereto of its intention not to bring suit against any alleged infringer in the TERRITORY for the FIELD, then, and in those events only, LICENSEE shall have the right, but not the obligation, at its own expense and utilizing counsel of its choice, to prosecute any infringement of, and/or defend any challenge to, the PATENT RIGHTS, and LICENSEE may, for such purposes, join PSRF as a party plaintiff, provided, however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted herein remains exclusive, or as in 1.4.9, non-exclusive. No settlement, consent judgment or other voluntary, final disposition of the suit may be entered into without the consent of PSRF, which consent shall be timely given and not unreasonably be withheld. LICENSEE agrees to keep PSRF reasonably informed as to the status of any such action and to provide copies to PSRF, upon request by PSRF, of any papers or information relevant to the prosecution of any such action. LICENSEE shall timely inform PSRF of any offer for settlement presented by a third party for any such action and LICENSEE shall consider PSRF’s input in deciding whether or not to accept any such settlement offer. The total cost of any such action commenced or defended solely by LICENSEE shall be borne by LICENSEE.

7.4 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS, as provided in Paragraph 7.2 or 7.3, any recovery of damages by LICENSEE for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to such suit, and next toward reimbursement of PSRF for any payments under Article III past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery shall be subject to the royalty schedule as expressed in paragraph 3.4.

7.5 In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the PATENT RIGHTS shall be brought against LICENSEE, PSRF, at its option, shall have the right, within (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense.

7.6 In any infringement suit as either party may institute to enforce the PATENT RIGHTS pursuant to this License Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like.

7.7 LICENSEE, during the exclusive and, in the case of 1.4.9, the non-exclusive period of this License Agreement, shall have the sole rights in accordance with the terms and conditions herein to sublicense any alleged infringer in the TERRITORY for the FIELD for future use of the PATENT RIGHTS. Any upfront fees as part of such a sublicense shall be treated as in Paragraph 3.4; other royalties shall be treated per Article III.

ARTICLE VIII—INDEMNIFICATION

8.1 LICENSEE shall at all times during the term of this License Agreement and thereafter, indemnify, defend and hold PSRF, its trustees, directors, officers, employees and affiliates, harmless against all claims, proceedings, demands and liabilities of any kind whatsoever, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property, or resulting from the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED PRODUCTs or arising from any obligation of LICENSEE hereunder.

8.2 Prior to the first commercial sale of a LICENSED PRODUCT or LICENSED PROCESSES, LICENSEE shall obtain and carry in full force and effect commercial, general liability insurance which shall protect LICENSEE and PSRF with respect to events covered by Paragraph 8.1 above. Such insurance shall be written by a reputable insurance company authorized to do business in the Commonwealth of Pennsylvania, shall list PSRF and The Pennsylvania State University as an additional insured thereunder, shall include product liability coverage and shall require thirty (30) days written notice to be given to PSRF prior to any cancellation or material change thereof The limits of such insurance shall not be less than One Million Dollars ($1,000,000) per occurrence with an aggregate of Three Million Dollars ($3,000,000). LICENSEE shall provide PSRF with Certificates of Insurance evidencing the same.

8.3 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS LICENSE AGREEMENT, PSRF, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. NOTHING IN THIS LICENSE AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY PSRF THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. IN NO EVENT SHALL PSRF, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER PSRF SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY.

ARTICLE IX—EXPORT CONTROLS

9.1 LICENSEE acknowledges that it is subject to United States laws and regulations controlling the export of technical data, computer software, laboratory prototypes and other commodities. The transfer of such items may require a license from the cognizant agency of the United States Government and/or written assurances by LICENSEE that LICENSEE shall not export data or commodities to certain foreign countries without prior approval of such agency. PSRF neither represents that a license shall not be required nor that, if required, it shall be issued, and all costs thereof shall be borne by LICENSEE.

ARTICLE X—NON-USE OF NAMES

10.1 LICENSEE shall not use the names, images or trademarks of UNIVERSITY, PSRF, or any of their employees, or any adaptation thereof, in any advertising, promotional, securities, or sales literature without prior written consent obtained from PSRF, in each case, except that LICENSEE may, without prior written consent, state that it is licensed by PSRF, under one or more of the patents and/or applications comprising the PATENT RIGHTS.

ARTICLE XI—PAYMENTS, NOTICES AND OTHER COMMUNICATIONS

11.1 Any payment, notice or other communication pursuant to this License Agreement shall be sufficiently made or given on the date of mailing if sent to such party by certified or registered first class mail, postage prepaid, addressed to it at its address below or as it shall designate by written notice given to the other party as follows:

In the case of THE PENN STATE RESEARCH FOUNDATION:

President

The Penn State Research Foundation

c/o Intellectual Property Office

113 Technology Center

University Park, PA 16802-7000

In the case of LICENSEE:

President

Spheric Technologies, Inc.

4708 East Van Buren Street

Phoenix, AZ 85008

ARTICLE XII—ASSIGNMENT

12.1 This License Agreement shall not be assignable and any attempt to do so shall be void, provided that LICENSEE may assign this License Agreement, in whole but not in part, to its legal successor or to a person or entity that acquires substantially all of the assets associated with the business that makes, sells, or distributes the LICENSED PRODUCTs. LICENSEE shall provide notice of any such assignment to PSRF, and PSRF shall be entitled to request that such assignee provide a written certification to PSRF stating that it has the intent and the ability to commercialize the LICENSED PRODUCT. All covenants, agreements, representations, - -warranties and undertakings in this License Agreement made by and on behalf of a Party shall bind and inure to the benefit of the successors and permitted assigns of such Party.

ARTICLE XIII—DISPUTE RESOLUTION

13.1 Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any and all claims, disputes or controversies arising under, out of, or in connection with this License Agreement, including any dispute relating to patent validity or infringement, which the parties shall be unable to resolve within sixty (60) days, shall be mediated in good faith. The party raising such dispute shall promptly advise the other party of such claim, dispute or controversy in a writing which describes in reasonable detail the nature of such dispute. By not later than five (5) business days after the recipient has received such notice of dispute, each party shall have selected for itself a representative who shall have the authority to bind such party, and shall additionally have advised the other party in writing of the name and title of such representative. By not later than ten (10) business days after the date of such notice of dispute, the party against whom the dispute shall be raised shall select a mediation firm in Pennsylvania and such representatives shall schedule a date with such firm for a mediation hearing. The parties shall enter into good faith mediation and shall share the costs equally. If the representatives of the parties have not been able to resolve the dispute within fifteen (15) business days after such mediation hearing, the parties shall have the right to pursue any other remedies legally available to resolve such dispute in either the Centre County Court of Common Pleas or in the United States District Court for the Middle District of Pennsylvania, to whose jurisdiction for such purposes PSRF and LICENSEE each hereby irrevocably consents and submits.

13.2 Notwithstanding the foregoing, nothing in this Article XIII shall be construed to waive any rights or timely performance of any obligations existing under this License Agreement.

ARTICLE XIV—TERM AND TERMINATION

14.1 LICENSEE shall have the right to terminate this Agreement at any time on six (6) months notice to PSRF, and upon payment of all amounts due PSRF through the effective date of the termination.

14.2 Unless earlier terminated as hereinafter provided, this License Agreement shall continue until the end of the life of the last to expire patent of PATENT RIGHTS.

14.3 Financial Solvency of LICENSEE. LICENSEE agrees that as a part of its material inducement to PSRF to enter this License Agreement, it shall provide PSRF with at least ninety (90) days written notice hereunder of its intent to file a petition in Bankruptcy, whether it is for a Chapter 7, 11, 13 or any other such petition. LICENSEE agrees and understands that PSRF has an obligation to University, a land grant institution under the Morrell Act, to license the PATENT RIGHTS pursuant to terms and conditions which maximize the public benefit. PSRF shall have the right to immediately terminate this License Agreement by giving written notice to LICENSEE, in the event LICENSEE does any of the following: a) provides notice hereunder of its intent to file (or does actually file without providing said notice) a petition in bankruptcy under Chapter 7 or 13, b) attempts to make an assignment hereof for the benefit of creditors, c) discontinues or dissolves its business, or d) if a receiver is appointed for LICENSEE. In the event LICENSEE notifies PSRF of its intent to file (or does actually file without providing said notice) a petition in Bankruptcy under Chapter 11, LICENSEE’s exclusive right and license in the TERRITORY for the FIELD to the PATENT RIGHTS numbered 1.4.1—1.4.8 in Paragraph 1.4 shall continue as defined elsewhere in the AGREEMENT provided that LICENSEE maintains all payments and reports as structured elsewhere in this AGREEMENT and also provided that LICENSEE maintain marketing efforts to sell the

LICENSED PRODUCTS at a level consistent with Section 4.1 of this AGREEMENT. The LICENSEE will report marketing activities on a quarterly basis with PSRF during any period under a Chapter 11 filing; any failure to report such marketing activities or to maintain marketing activities at a level consistent with 4.1 will result in a conversion of this LICENSE to a non-exclusive status. Should an insolvency filing force LICENSEE to transfer or attempt to transfer or assign the LICENSE, such transfer or assign may only take place in accordance with Article XII.

14.4 Financial Breach. In the event LICENSEE has breached its obligations to pay royalties or fees under Article III of this License Agreement, and/or fails to file royalty reports in accordance with Article V of this License Agreement, (hereafter “Financial Breach”) PSRF shall provide LICENSEE with written notice of said breach, and LICENSEE shall have a period of thirty (30) days to cure said breach. In the event LICENSEE does not fully cure the breach within that thirty (30) day period, and fails within that thirty (30) days to commence mediation pursuant to Article XIII of this License Agreement alleging grounds for its non-payment thereof this License Agreement shall be automatically terminated without further notice or action by PSRF. Notwithstanding LICENSEE’s rights to cure herein, in the event LICENSEE commits a Financial Breach more than two times within any calendar year within the term of this License, PSRF shall be entitled to give notice of breach which shall become effective immediately upon LICENSEE’s receipt of said Notice, and for which LICENSEE shall not have any further right of “cure.”

14.5 Failure of Other Performance. Upon any material breach of performance under this License Agreement, by LICENSEE, other than those occurrences set out in Paragraphs 14.2 or 14.3 hereinabove, which shall always take precedence in that order over any material breach or default referred to in this Paragraph 14.4, PSRF shall have the right to terminate this License Agreement and the rights, privileges and license granted hereunder effective sixty (60) days after PSRF first notifies LICENSEE of the alleged breach under the notice provisions contained in Article XIV of this License Agreement. As used in this License Agreement, the term “Material Breach of Performance” shall include, but not be limited to the following: breach of due diligence provisions in Article IV, repeated inaccuracies of royalty reports, failure to notify PSRF of infringement, failure to assume duty to indemnify and defend, failure to provide adequate levels of insurance, and attempt to assign rights hereunder. Such termination shall become effective upon final notification by PSRF after the sixty (60) days, unless LICENSEE shall have fully cured any such material breach or default prior to the expiration of the sixty (60) day period. In the event of a dispute as to whether LICENSEE has cured the alleged breach, the matter shall be resolved pursuant to Article XIII of this License Agreement.

14.6 Upon termination of this License Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination; and Articles I, VIII, IX, X, XV and paragraphs 14.5 and 14.6 shall survive any such termination. LICENSEE and any sublicensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTs, and complete LICENSED PRODUCTs in the process of manufacture at the time of such termination and sell the same, provided that LICENSEE submit the reports required by Article V hereof.

14.7 Upon termination of this Agreement for any reason, any sublicensee not then in default shall have the right to seek a license from PSRF. PSRF recognizes the commercial importance that the PATENT RIGHTS may hold for a sublicensee, and PSRF agrees to negotiate such licenses in good faith under reasonable terms and conditions.

ARTICLE XV—MISCELLANEOUS PROVISIONS

15.1 Entire Agreement. This License Agreement embodies the entire understanding of the parties and shall supersede all previous communications, representations, or undertakings, either verbal or written, between the parties relating to the subject matter hereof.

15.2 Amendment. This License Agreement may be amended only by a written agreement embodying the full terms of the amendment signed by authorized representatives of both parties.

15.3 Severability. Should any provision of this License Agreement be held to be illegal, invalid or unenforceable, by any court of competent jurisdiction, such provision shall be modified by such court in compliance with the law and, as modified, enforced. The remaining provisions of this License Agreement shall be construed in accordance with the modified provision and as if such illegal, invalid or unenforceable provision had not been contained herein.

15.4 No Strict Construction. The language used in this License Agreement shall be deemed to be the language chosen by both parties hereto to express their mutual intent and no rule of strict construction against either party shall apply to any term or condition of this License Agreement.

15.5 Relationship of Parties. Nothing contained in this License Agreement shall be construed as creating a partnership, joint venture, agency or an association of any kind.

15.6 No Waiver. The failure of one party hereto to enforce at any time any of the provisions of this License Agreement, or any rights in respect thereto, or to exercise any election herein provided, shall in no way be considered to be a waiver of such provision, rights or elections or in any way to affect the validity of this License Agreement, or excuse a similar subsequent failure to perform any such term or condition by the other party. Any waiver must be in writing.

15.7 Interpretation. The headings of several sections contained herein are inserted for convenience of reference only, and are not intended to be a part of or to affect the meaning or interpretation of this License Agreement.

15.8 Governing Law. This License Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the Commonwealth of Pennsylvania, except that questions affecting the construction and effect of any patent shall be determined by the law of the country in which the patent was granted.

15.9 Product Marking. LICENSEE agrees to mark the LICENSED PRODUCTs sold in the United States with all applicable United States patent numbers. All LICENSED PRODUCTs shipped to or sold in other countries shall be marked in such a manner as to conform to the patent laws and practices of the country of manufacture or sale.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each caused a duly authorized representative to execute this License Agreement on the day and year set forth below.

SPHERIC TECHNOLOGIES, INC.
(LICENSEE)
By:	/s/ Michael Kirksey
Name:	MICHAEL KIRKSEY
Title:	VICE PRESIDENT
Date:	July 18, 2006
THE PENN STATE RESEARCH FOUNDATION
(PSRF)
By:	/s/ David E. Branigan
Name:	David E. Branigan
Title:	Treasurer
Date:	July 20, 2006

Appendix A

Spheric Technologies /PSRF License Agreement Royalty Report for the Period                      through                     

Instructions: Please fill in all boxes (write “none” if not applicable), and sign and date at bottom. All section numbers refer to the License Agreement.

Answer questions 1 and 2 (AND SIGN AND DATE AT BOTTOM) EVEN IF THERE HAS BEEN NO ACTIVITY in reporting period.

1. Number of transactions:	by Spheric ¨	by Sublicensees ¨
2. Any new sublicenses entered into during the period?	yes ¨	no ¨

If yes, attach separate sheet listing names and addresses of sublicensees, and attach sublicense agreements.

Answer this section only if there has been Licensed Product/Process activity or non-running royalty sublicensee payment in reporting period.

Date of Transaction Type of Transaction By Spheric or
Sublicensee? (if
latter, identify) Product of
Process Type
(name and id
number) Total
Billings Deductions per
§     
(specify type) Royalties
Due Customer Name and Address

Number of Royalty Report continuation sheets attached             

Non-running royalty payments received from sublicensees (per §     ): $    , of which $     (    %) goes to PSRF.

Specify each sublicensee and amount of payment on separate sheet.

Total amount enclosed $    

Spheric Technologies, Inc.

By: Date:

Name and Title:

Appendix A

Continuation sheet number              to Spheric Technologies /PSRF License Agreement Royalty Report for the

Period                      through                     

Use this sheet if there are additional transactions to report.

Date of Transaction Type of Transaction By Spheric or
Sublicensee? (if
latter, identify) Product of
Process Type
(name and id
number) Total
Billings Deductions per
§     
(specify type) Royalties
Due Customer Name and Address

EX-10.14

Exhibit 10.14

SALES AGENCY AGREEMENT

No.:	SAA0712
Date:	Dec. 15, 2007

This Agreement is entered into between the parties concerned on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows:

1. Contracting Parties.

Seller: CHANGSHA SYNO-THERM CO., LTD (hereinafter called “Party A”)

Agent: SPHERIC TECHNOLOGIES, INC. USA (hereinafter called “Party B”)

Party A hereby appoints Party B to act as his agent to set the commodities mentioned below.

2. Commodity.

Party A’s authorized commodities include microwave furnaces and relevant devices.

3. Territory.

Party B has the exclusive right to sell the above mentioned commodities in the North & South America.

4. Validity.

This Agreement, after its being signed by the parties concerned, shall remain in force for three years, that is, from Dec. 15, 2007 to Dec. 14, 2010. If either party wishes to extend this Agreement, he shall notice, in writing, the other party one month prior to its expiration. Should either party fail to implement the terms and conditions herein, the other party is entitled to terminate this Agreement.

5. Marketing.

Party B should try his best to set the commodities in the North & South America, and the minimum purchases from Party A by Party B should exceed $300,000 dollars in Year 1, $400,000 dollars in Year 2 and $500,000 dollars in Year 3. If Party B can not fulfill the minimum purchase from Party A in each year, Party A is entitled to terminate this Agreement. The installation and after service of the commodities should be done by Party B, Party A will provide technical consultation.

6. Payment.

Party B purchases the commodities from Party A directly, and make 50% prepayment by bank transfer wish order. The 50% final payment will be subject to the test and approval of Spheric’s technical representative before shipment. Party A will provide an invoice prior to Party B submitting the final payment, and a notice after the payment has been received.

7. Intellectual Property Right.

The US issued intellectual property right of manufacturing technology owned by Party A on microwave high-temperature furnaces belongs to Party A. Party B has no right to use it after termination of this Agreement.

8. Arbitration.

All disputes arising from the execution of this Agreement shall be settled through friendly consultations. In case no settlement can be reached, it should be submitted to the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade for arbitration.

This Agreement is effective on December 15, 2007 in Changsha, Hunan, P.R. China and is in duplicate, each party holds one.

Party A: Spheric Technologies, Inc.		Party B: Changsha Syno-Therm Co. Ltd.
Signature:	/s/ Michael Kirksey	Signature:	/s/ Dr. Peng Hu

EX-10.15

Exhibit 10.15

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (the “Agreement”), dated April 20, 2006, is entered into by and between Joseph Hines (referred to as the “Purchaser”), and Avion Romuald, S.A. (the “Seller”).

The parties hereto agree as follows:

1. Purchase and Sale of Shares. On the basis of the representations and warranties and subject to the terms and conditions set forth in this Agreement and the information contained in the Private Placement Memorandum, dated November 15, 2004 as supplemented through April 20, 2005 (the “Memorandum”), the Seller shall sell and the Purchaser shall purchase on the Closing Date (as hereinafter defined) 625,000 shares (the “Shares”) of the Common Stock of Spheric Technologies, Inc., an Arizona corporation (the “Company”) owned by the Seller at a price of $20,000 (the “Purchase Price”), on the Closing Date, as defined below.

2. Closing. The closing of the purchase and sale of the Shares pursuant to Section 1, “Purchase and Sale of Shares,” shall take place on or before April     , 2006 (the “Closing Date”), or such later date as the Purchaser and Seller agree. The certificates representing the Shares to be purchased by the Purchaser shall be delivered by, or on behalf of, the Seller to the Purchaser and the Purchaser shall pay the Purchase Price for the Shares in immediately available funds to the Seller on the Closing Date. On the Closing Date, the delivery of the Shares shall be in accordance with the instructions of the Purchaser, and in such name(s) as the Purchaser shall instruct, with stock power and appropriate signature guarantees or notaries if required by the Purchaser.

3. Representations and Warranties of the Purchaser. The Purchaser understands, and represents and warrants to, and agrees with, the Seller (all such representations and warranties being made to and for the benefit of the Company and any transfer agent of the Company employed for that purpose):

3.1 The Purchaser is a citizen of the United States and is an officer, director and beneficial owner of more than ten percent (10%) of the outstanding Common Stock of the Company.

3.2 The Purchaser has full legal capacity, power and authority necessary to enter into this Agreement and to perform Purchaser’s obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the Purchaser and is a valid and binding agreement enforceable in accordance with its terms.

3.3 The Purchaser holds shares of Series A Convertible Preferred Stock issued to him by the Company, which shares are convertible into shares of Common Stock.

3.4 The Purchaser has read the Memorandum.

3.5 The Purchaser realizes that the Shares are not and will not be registered under the Securities Act of 1933 (hereinafter referred to as the “Act”) or under any applicable state securities law. The Purchaser also understands that neither the Company nor the Seller has agreed to register the Shares for distribution in accordance with the provisions of the Act, or any other applicable securities law, and that neither the Company nor the Seller has agreed to comply with any exemption under any securities law for the sale of such securities. The Purchaser acknowledges that no representations or warranties of any kind have been made to the Purchaser by the Company or the Seller or the Seller’s shareholders with respect to the status of these Shares or of this transaction under any applicable securities law. Hence, the Purchaser understands that, by virtue of the restrictions imposed upon the transfer of unregistered securities under the Act or any applicable state securities law, the Shares which the Purchaser is purchasing under this Agreement must be held by the Purchaser indefinitely unless and until subsequently registered under the Act and/or applicable state securities laws, or unless an exemption from such registration is available, in which case the Purchaser may still be limited as to the number of the Shares which the Purchaser may sell.

4. Representations and Warranties of the Seller and. The Seller and Rosemary Drlik, (the) represent and warrant to and agree with the Purchaser that (all such representations and warranties being made to and for the benefit of the Company): ROMUALD DRLLIK HAS NO AFFILIATION WITH ARSA AND ROSEMARY DRLIK IS CURRENTLY VOLUNTARY PRESIDENT OF ARSA.

4.1 The Seller is a NEVADA corporation and is in good standing in such jurisdiction. The sole stockholders and officers and directors of the Seller are the Drliks. Rosemary Drlik is an officer and director of the Company. The Seller is the beneficial owner of more than ten percent (10%) of the outstanding Common Stock of the Company.

4.2 The Seller has full power and authority necessary to enter into this Agreement and to perform Seller’s obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the Seller and is a valid and binding agreement enforceable in accordance with its terms.

4.3 The Drliks for ARSA have received and read the Memorandum. By virtue of the Drliks’ positions with the Company, the Seller has full and unrestricted access to all information about the Company as the Seller deems necessary for a full understanding of the Company’s business and financial condition. The Seller has access to the information set forth in this Paragraph 4, “Representations and Warranties of the Seller,” and the Seller is able to obtain such information, ask questions of and receive answers from the Seller and the Company regarding such information, and any other information that the Seller desires concerning the Company terms and conditions of this transaction and all such questions have been answered to the full satisfaction of the Seller. The Seller understands that the Company may sell newly issued shares of its Common Stock to third parties in the future.

4.4 The Seller is aware of the Company’s financial and operating history and its business plans.

4.5 The Seller hereby acknowledges that it has reviewed and/or is aware of the following:

4.5.1 The Articles of Incorporation;

4.5.2 The Bylaws;

4.5.3 Financial statements of the Company as of December 31, 2005 and such other books and records of the Company as Seller has requested; and

4.5.4 The Company is evaluating the use of microwave technology for various projects.

4.6 The Seller acknowledges that, in making its decision to sell the Shares, it and the Drliks have relied solely upon independent investigations made by them and not upon any representations made by the Purchaser or the other officers, or directors or employees of the Company with respect to the Company or the Shares.

4.7 The Seller has beneficially owned the Shares for a period of at least two (2) years.

4.8 The Shares represent all of the capital stock of the Company that the Seller owns in the Company. The Seller does not own any convertible securities of the Company.

4.9 The Shares are free and clear of any security interests, liens, claims, or other encumbrances, are subject to restrictions on their transferability in accordance and the certificates representing the Shares issued to the Seller will bear restrictive legends.

5. Conditions Precedent to the Purchaser’s Obligations. The obligations of the Purchaser hereunder are subject to the performance by the Seller of his obligations under this Agreement and to the truth and correctness of the representations and warranties made by the Seller in this Agreement, unless waived by the Purchaser, as of the date hereof and at the Closing Date.

6. Conditions Precedent to the Seller’s Obligations. The obligations of the Seller hereunder are subject to the performance by the Purchaser of his obligations under this Agreement and to the truth and correctness the representation and warranties made by the Purchaser, unless waived by the Seller, as of the date hereof and at the Closing Date.

7. Fees and Expenses. Each of the Purchase and the Seller agrees to pay his own expenses incident to the performance of his obligations hereunder, including, but not limited to, the fees, expenses, and disbursements of such party’s legal counsel, if any.

8. Survival of the Representations, Warranties, Etc. The respective agreements, representations, warranties, indemnities, and other statements made by or on behalf of the Seller and the Purchaser, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the other party to this Agreement or any officer, director, or employee of, or person controlling or under common control with, such party and will survive delivery of any payment of the Shares.

9. Notices. All communications hereunder shall be in writing, and, if sent to the Seller shall be sufficient in all respects if delivered, sent by registered mail, or by telecopy and confirmed to the Seller at:

HCR 60, Box 114

Quemado, NM

87829

or, if sent to the Purchaser, including the certificates representing the Shares, shall be delivered, sent by registered mail, or by telecopy and confirmed to the Purchaser at the following address or other address specified by the Purchaser:

Joseph Hines

Spheric Technologies, Inc.

4708 East Van Buren Street

Phoenix, AZ 85008

10. Release by the Purchaser and Company. On the Effective Date, the Purchaser and the Company release, discharge and covenant not to sue or cause others to sue the Drliks or ARSA and their past, present or future agents, successors, attorneys, representatives or assigns, or any one or more of them (the “Drliks or ARSA Releases”), on any and all claims, actions, causes of actions, suits, debts, sums of money, accounts, covenants, contracts, agreements, representations, warranties, damages, injuries, liabilities and demands whatsoever, in law or in equity, whether known or unknown, contingent or fixed, liquidated or unliquidated, arising out of this Agreement or out of any events occurring from the beginning of time to the date of this Agreement, including without limitation, those matters related to or arising out of any purported or actual oral or written agreement or any past, present or future business activities between the Purchaser and the Company on one hand and the Drliks and ARSA on the other.

11. Release by the Drliks and ARSA. On the Effective Date, the Drliks and ARSA release, discharge and covenant not to sue or cause others to sue the Purchaser and the Company on one hand and their past, present or future agents, officers, directors, shareholders, successors, attorneys, representatives or assigns, or any one or more of them (the “Drliks & ARSA”), on any and all claims, actions, causes of actions, suits, debts, sums of money, accounts, covenants, contracts, agreements, representations, warranties, damages, injuries, liabilities and demands whatsoever, in law or in equity, whether known or unknown, contingent or fixed, liquidated or unliquidated, arising out of this Agreement or out of any events occurring from the beginning of time to the date of this Agreement, including without limitation, those matters related to or arising out of any purported or actual oral or written agreement or any past, present or future business activities between the Purchaser and the Company on one hand and Drliks and ARSA on the other.

12. Miscellaneous.

12.1 This Agreement may be executed in one or more counterparts and it is not necessary that signatures of all parties appear on the same counterpart, but such counterparts together shall constitute but one and the same agreement.

12.2 This Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective successors and, no other person shall have any right or obligation hereunder.

12.3 This Agreement shall be governed by, and construed in accordance with, the laws of the State of Arizona.

12.4 The parties acknowledge that they have been advised by counsel of their choice in connection with this Agreement, they have read and fully understand its terms, they have entered into this Agreement voluntarily and they intend to be legally bound by its terms

12.5 The headings of the sections of this document have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement, all as of the day and year first above written.

PURCHASER:

/s/ Joseph Hines

JOSEPH HINES

SELLER:

AVION ROMUALD, S.A.

a NEVADA corporation

By	/s/ Rosemary Drlik
	ROSEMARY DRLIK
	Print Name
Its	VOL. PRESIDENT

DRLIKS AS TO PARAGRAPHS 4 AND 11:

/s/ Romuald Drlik

ROMUALD DRLIK

/s/ Rosemary Drlik

ROSEMARY DRLIK

COMPANY AS TO PARAGRAPH 10:

/s/ Joseph Hines

JOSEPH HINES

Its President

EX-10.16

Exhibit 10.16

AGREEMENT

This Joint and Mutual Release (the “Release”) is entered into this 17th day of August, 2006, by and among Spheric Technologies, Inc., an Arizona corporation (the “Company”), and Gary Waldeck.

1. In order to survive, Spheric must pursue other business opportunities. Gary Waldeck has been advised of the future plans for Spheric.

2. Release by the Company. On the Effective Date, the Company releases, discharges and covenants not to sue or cause others to sue Gary Waldeck and his past, present or future agents, successors, attorneys, representatives or assigns, or any one or more of them, on any and all claims, actions, causes of actions, suits, debts, sums of money, accounts, covenants, contracts, agreements, representations, warranties, damages, injuries, liabilities and demands whatsoever, in law or in equity, whether known or unknown, contingent or fixed, liquidated or unliquidated, arising out of any events occurring from the beginning of time to the date of this Agreement. This release of liability shall exclude claims to enforce or protect the rights and duties created by this Agreement.

3. Release by Gary Waldeck. On the Effective Date, Gary Waldeck releases, discharges and covenants not to sue or cause others to sue the Company, and its past, present or future agents, officers, directors, shareholders, successors, attorneys, representatives or assigns, or any one or more of them, on any and all claims, actions, causes of actions, suits, debts, sums of money, accounts, covenants, contracts, agreements, representations, warranties, damages, injuries, liabilities and demands whatsoever, in law or in equity, whether known or unknown, contingent or fixed, liquidated or unliquidated, arising out of any events occurring from the beginning of time to the date of this Agreement. This release of liability shall exclude claims to enforce or protect the rights and duties created by this Agreement.

4. Effective Date. This Release shall become effective (the “Effective Date”) upon completion of the following: (i) the signing of this Agreement by the parties; (ii) the closing of the transaction between Gary Waldeck and Joseph Hines involving the sale of 100,000 shares of Common Stock of the Company owned by Gary Waldeck for $3,500.

5. Interpretation of Agreement and Release. This Agreement shall be deemed to have been executed and delivered in the State of Arizona, and the rights and obligations of the parties hereto shall be construed and enforced in accordance with, and governed by, the laws of the State of Arizona.

6. Integration. This Agreement contains the entire agreement between the parties and shall be binding upon and inure to the benefit of the parties and supersede any and all prior agreements and understandings.

7. Warranty of Capacity to Sign. Each person executing this Agreement represents and warrants that he or she is fully and legally empowered to execute and deliver this document on behalf of the party for which he or she acts.

Spheric Technologies, Inc.
/s/ Joseph Hines
By:	Joseph Hines
Its:	President
August 17, 2006
Date:
Gary Waldeck
/s/ Gary Waldeck
8/18/06
Date:

EX-10.17

Exhibit 10.17

AGREEMENT

This Joint and Mutual Release (the “Release”) is entered into this 18 day of August, 2006, by and among Spheric Technologies, Inc., an Arizona corporation (the “Company”), and Richard Schuff.

1. In order to survive, Spheric must pursue other business opportunities. Gary Waldeck has been advised of the future plans for Spheric.

2. Release by the Company. On the Effective Date, the Company releases, discharges and covenants not to sue or cause others to sue Richard Schuff and his past, present or future agents, successors, attorneys, representatives or assigns, or any one or more of them, on any and all claims, actions, causes of actions, suits, debts, sums of money, accounts, covenants, contracts, agreements, representations, warranties, damages, injuries, liabilities and demands whatsoever, in law or in equity, whether known or unknown, contingent or fixed, liquidated or unliquidated, arising out of any events occurring from the beginning of time to the date of this Agreement. This release of liability shall exclude claims to enforce or protect the rights and duties created by this Agreement.

3. Release by Richard Schuff. On the Effective Date, Richard Schuff releases, discharges and covenants not to sue or cause others to sue the Company, and its past, present or future agents, officers, directors, shareholders, successors, attorneys, representatives or assigns, or any one or more of them, on any and all claims, actions, causes of actions, suits, debts, sums of money, accounts, covenants, contracts, agreements, representations, warranties, damages, injuries, liabilities and demands whatsoever, in law or in equity, whether known or unknown, contingent or fixed, liquidated or unliquidated, arising out of any events occurring from the beginning of time to the date of this Agreement. This release of liability shall exclude claims to enforce or protect the rights and duties created by this Agreement.

4. Effective Date. This Release shall become effective (the “Effective Date”) upon completion of the following: (i) the signing of this Agreement by the parties; (ii) the closing of the transaction between Richard Schuff and Joseph Hines involving the sale of 100,000 shares of Common Stock of the Company owned by Richard Schuff for $3,500.

5. Interpretation of Agreement and Release. This Agreement shall be deemed to have been executed and delivered in the State of Arizona, and the rights and obligations of the parties hereto shall be construed and enforced in accordance with, and governed by, the laws of the State of Arizona.

6. Integration. This Agreement contains the entire agreement between the parties and shall be binding upon and inure to the benefit of the parties and supersede any and all prior agreements and understandings.

7. Warranty of Capacity to Sign. Each person executing this Agreement represents and warrants that he or she is fully and legally empowered to execute and deliver this document on behalf of the party for which he or she acts.

Spheric Technologies, Inc.
/s/ Joseph Hines
By:	Joseph Hines
Its:	President
August 18, 2006
Date:

Richard Schuff

/s/ Richard Schuff

Aug 18 2006

Date:

EX-10.18

Exhibit 10.18

CONSULTING AGREEMENT

AGREEMENT (the “Agreement”) is made and entered to be effective February 1, 2008 by and between Spheric Technologies, Inc., an Arizona corporation (the “Company”), and Steven Scott (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 January 31, 2009, provided that either party may terminate this Agreement before such date upon thirty (30) days written notice to the other.

2. Consultant’s Services. Consultant’s services under this Agreement shall consist of the following:

2.1 Identification and assistance in introducing and evaluating third parties who may provide financing, both public and private, to the Company and to assist in managing any syndication of financing sources for the Company;

2.2 Identify and introduce firms to the Company to provide investor relations, transfer agent, and printing services;

2.3 Introduce the Company to an AMEX specialist firm for purposes of obtaining an AMEX listing; and

2.4 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 Seven Thousand Five Hundred Dollars ($7,500.00) on the date of execution of this Agreement and on the first day of each month during the term of this Agreement; and

3.2 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 any 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 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. 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.

10. Waiver. No waiver or modification of this Agreement shall be valid unless in writing and signed by the parties to this Agreement.

11. 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.

12. 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.

13. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona.

14. 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.

SPHERIC TECHNOLOGIES, INC.,
an Arizona corporation
By:	/s/ Joseph Hines
	Joseph Hines
Its	President
Address:	4708 E. Van Buren
	Phoenix, Arizona 85008
By:	/s/ Steven Scott
	Steven Scott
Address:	11364 E Appaloosa Pl
	Scottsdale, AZ 85259

EX-10.19

Exhibit 10.19

CONSULTING AGREEMENT

AGREEMENT (the “Agreement”) is made and entered to be effective August 15, 2008 by and between Spheric Technologies, Inc., an Nevada corporation (the “Company”), and Red Rock Advisors, LLC, whose principle employee is Gregg A. Linn (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:

15. 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 July 31, 2009, provided that either party may terminate this Agreement before such date upon thirty (30) days written notice to the other.

16. Consultant’s Services. Consultant’s services under this Agreement shall consist of the following:

16.1 Primary Responsibilities:

• Work with Investment Banker to complete pre-IPO financing (Private Placement)

• Preparation of periodic financial statements

• Preparation and analysis of 3 year profit plan

• Preparation of all SEC related documents and filings (10-Q, 10-K, 8-K, AMEX)

• Liaison with outside auditor

• Financial presentation for IPO, analyst and broker road show

16.2 Participate cooperatively with management team:

• Work with Investment Banker and Underwriter to complete IPO

• Analyst, market maker/specialist, investment bank relations

• Investor/shareholder relations

• Press release preparation

• Board of Director presentations

• Insurance and risk management

• Develop effective pricing model and maintain efficient resource utilization

• Develop creative and cost effective marketing plans and tools

In this role you will report to Michael Kirksey and be part of our Management Team.

17. Payment for Services. The Company shall pay Consultant for the services rendered hereunder as follows:

17.1 Offer details:

• $5,000 monthly, pre-IPO effective date; $6,000 monthly, post-IPO effective date for the term of this agreement.

• 25,000 Spheric Technologies, Inc. Common Stock Options which will vest immediately upon grant.

• An additional 30,000 options will be granted upon completion of $500,000 private equity insertion pre-IPO filing date.

• An additional 30,000 options will be granted upon the completion of the IPO, which will vest immediately upon grant.

• All options will be exercisable at $1.00 and will have a life of five year from date of grant.

17.2 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.

18. 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.

19. 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 any services as a broker/dealer.

20. 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.

21. 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.

22. 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, 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.

23. 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.

24. Waiver. No waiver or modification of this Agreement shall be valid unless in writing and signed by the parties to this Agreement.

25. 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.

26. 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.

27. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona.

28. 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.

SPHERIC TECHNOLOGIES, INC.,
a Nevada corporation
By:	/s/ Joseph Hines
	Joseph Hines
Its:	President
Address:	4708 E. Van Buren Phoenix, Arizona 85008
	602-218-9292
By:	/s/ Gregg A. Linn
	Gregg A. Linn
	Red Rock Advisors, LLC
Address:	10994 East Beck Lane
	Scottsdale, AZ 85255
	602-524-4165
	gregglinn@yahoo.com

EX-10.20

Exhibit 10.20

EMPLOYMENT AGREEMENT

THIS AGREEMENT is by and between SPHERIC TECHNOLOGIES, INC., a Nevada corporation (the “Company”), and Joseph Hines (the “Executive”) and is effective as of October 1, 2008 (the “Effective Date”).

BACKGROUND

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.

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 companies.

AGREEMENT

Now, therefore, it is hereby agreed as follows:

1. Employment Period. The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on September 30, 2011 ( the “Employment Period”). This Agreement shall be automatically renewed, under the same terms and conditions, for successive one-year terms unless one party provides a written notice of non-renewal to the other party thirty (30) days prior to the last day of the Employment Period.

2. Terms of Employment.

2.1 Position and Duties.

2.1.1 Position. During the Employment Period, the Executive shall be employed in executive capacities in the position(s) of President & Chief Executive Officer of the Company at its headquarters in the Phoenix, Arizona metropolitan area.

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 as its President & 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. The Executive will report to the Board. The Executive will use his best efforts to perform faithfully and efficiently such duties 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 Ninety-six thousand dollars ($96,000) from the Effective Date through September 30, 2011. Commencing on the first anniversary of the Effective Date, the Executive shall receive an annual base salary of Ninety-six thousand dollars ($96,000). Thereafter, the Board or the Compensation Committee of the Board (the “Compensation Committee”), as the case may be, will 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.

2.2.3 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.

2.2.4 Vacation. During the Employment Period, the Executive shall be entitled to paid vacation of three (3) 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.

2.2.5 Automobile Allowance. The Company shall also pay the Executive an automobile allowance of $500.00 per month, or as otherwise increased by the Board or Committee.

2.2.6 No Director Fees. In no event shall the Executive be entitled to receive any additional compensation for serving as a director, member and/or manager of the Company or any affiliate of the Company.

3. Termination of Employment.

3.1 Termination by the Company for Disability. 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 Termination by the Company for 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 ten (10) 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 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 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 Termination by the Company Other than for Cause, death or Disability. The Company may terminate the Executive’s employment during the Employment Period for any reason other than for Cause, death or Disability by providing the Executive with 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.

3.4 Termination by the Executive for 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 Phoenix, Arizona metropolitan area or a position other than as provided in Section 2.1.1;

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 from Executive’s position as described in Section 2.1.1; 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 specifies the Date of Termination (as defined below).

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, death or Disability, the thirtieth (30th) day after the Executive receives notice 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.

4. Obligations of the Company upon Termination.

4.1 Termination by the Company, Other Than for Cause, Death or Disability; and Termination by the Executive for Good Reason. 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 within thirty (30) days after the Date of Termination the aggregate of the amounts set forth in Section 4.1.2 through Section 4.1.4 in a lump sum in cash and shall pay the amounts due under Section 4.1.1 as provided in that Section:

4.1.1 the amount of Annual Base Salary compensation that would be payable to the Executive over the balance of the Employment Period had the termination not occurred, 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; and

4.1.4 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”), to the extent unpaid.

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 the timely payment or provision to the Executive’s legal representatives of (i) any death benefit compensation under other contracts; (ii) amounts due under the term life insurance policy; (iii) full vesting and non-forfeiture of stock options granted to the Executive; and (iv) Other Benefits to the extent unpaid.

4.3 Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability under Section 3.1, “Termination by the Company for Disability,” during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for the timely payment or provision of (i) Annual Base Salary through the Termination Date; (ii) accrued bonus through the Termination Date; iii) full vesting and non-forfeiture of stock options; (iv) pension, 401(k) and other disability benefits; and (v) fully-paid welfare benefit plans.

4.4 Termination by the Company for Cause; and Termination by the Executive Other than for Good Reason. If the Executive’s employment shall be terminated for Cause during the Employment Period, or the Executive shall terminate employment other than for Good Reason, 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 to the extent unpaid. 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.

4.5 Change in Control. If, during the Employment Period 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 balance of the Employment Period had the termination not occurred 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) pay to the Executive 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.

4.5.1 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 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

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 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 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, hire or 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 SIGNING THIS AGREEMENT, WHICH INCORPORATES BINDING ARBITRATION, THE COMPANY AND THE EXECUTIVE AGREE, EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE IN SECTION 7, “CONFIDENTIAL INFORMATION; NONCOMPETITION,” AND THIS SECTION 8, TO WAIVE COURT OF JURY TRIAL AND TO WAIVE PUNITIVE, STATUTORY, CONSEQUENTIAL, 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 Arizona, 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:
	Joseph Hines
	c/o Spheric Technologies, Inc.
	4708 East Van Buren Street
	Phoenix, AZ 85008
If to the Company:
	Spheric Technologies, Inc.
	4708 East Van Buren Street
	Phoenix, AZ 85008
With a copy to:
	Chairman of the Board of Directors
	Spheric Technologies, Inc.
	4708 East Van Buren Street
	Phoenix, AZ 85008

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 3.4, “Termination by the Executive for 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 the Board, the Company has caused this Agreement to be executed in its name on its behalf, as of the date first above written.

COMPANY:

SPHERIC TECHNOLOGIES, INC.
a Nevada corporation
By:	/s/ Michael Kirksey
Name:	Michael Kirksey
Title:	Executive Vice President & Chief Operating Officer

EXECUTIVE:

/s/ Joseph Hines

Joseph Hines

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 (5) weeks or, stated differently, in no event may the Period of Negotiation be extended to encompass more than a total of eight (8) weeks.

4. If the parties agree to mediate the dispute, but are thereafter unable to agree within a one (1) week period on the format and procedures for the mediation, then the effort to mediate will cease, and the period of Negotiation will terminate four (4) 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. §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 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 Arizona. The arbitration hearing will take place in Phoenix, Arizona.

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 Phoenix, Arizona 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 (30) 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.

16. 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.

EX-10.21

Exhibit 10.21

EMPLOYMENT AGREEMENT

THIS AGREEMENT is by and between SPHERIC TECHNOLOGIES, INC., a Nevada corporation (the “Company”), and Michael Kirksey (the “Executive”) and is effective as of October 1, 2008 (the “Effective Date”).

BACKGROUND

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.

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 companies.

AGREEMENT

Now, therefore, it is hereby agreed as follows:

1. Employment Period. The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on September 30, 2011 ( the “Employment Period”). This Agreement shall be automatically renewed, under the same terms and conditions, for successive one-year terms unless one party provides a written notice of non-renewal to the other party thirty (30) days prior to the last day of the Employment Period.

2. Terms of Employment.

2.1 Position and Duties.

2.1.1 Position. During the Employment Period, the Executive shall be employed in executive capacities in the position(s) of Executive Vice President and Chief Operating Officer of the Company at its headquarters in the Phoenix, Arizona metropolitan area.

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 as its Executive Vice President and Chief Operating 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 President and Chief Executive Officer. The Executive will report to the President and Chief Executive Officer. The Executive will use his best efforts to perform faithfully and efficiently such duties 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 twenty thousand dollars ($120,000) from the Effective Date through September 30, 2011. Commencing on the first anniversary of the Effective Date, the Executive shall receive an annual base salary of One hundred twenty thousand dollars (120,000). Thereafter, the Board or the Compensation Committee of the Board (the “Compensation Committee”), as the case may be, will 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.

2.2.3 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.

2.2.4 Vacation. During the Employment Period, the Executive shall be entitled to paid vacation of three (3) 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.

2.2.5 Automobile Allowance. The Company shall also pay the Executive an automobile allowance of $500.00 per month, or as otherwise increased by the Board or Committee.

2.2.6 No Director Fees. In no event shall the Executive be entitled to receive any additional compensation for serving as a director, member and/or manager of the Company or any affiliate of the Company.

3. Termination of Employment.

3.1 Termination by the Company for Disability. 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 Termination by the Company for 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 ten (10) 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 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 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 Termination by the Company Other than for Cause, death or Disability. The Company may terminate the Executive’s employment during the Employment Period for any reason other than for Cause, death or Disability by providing the Executive with 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.

3.4 Termination by the Executive for 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 Phoenix, Arizona metropolitan area or a position other than as provided in Section 2.1.1;

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 from Executive’s position as described in Section 2.1.1; 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 specifies the Date of Termination (as defined below).

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, death or Disability, the thirtieth (30th) day after the Executive receives notice 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.

4. Obligations of the Company upon Termination.

4.1 Termination by the Company, Other Than for Cause, Death or Disability; and Termination by the Executive for Good Reason. 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 within thirty (30) days after the Date of Termination the aggregate of the amounts set forth in Section 4.1.2 through Section 4.1.4 in a lump sum in cash and shall pay the amounts due under Section 4.1.1 as provided in that Section:

4.1.1 the amount of Annual Base Salary compensation that would be payable to the Executive over the balance of the Employment Period had the termination not occurred, 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; and

4.1.4 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”), to the extent unpaid.

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 the timely payment or provision to the Executive’s legal representatives of (i) any death benefit compensation under other contracts; (ii) amounts due under the term life insurance policy; (iii) full vesting and non-forfeiture of stock options granted to the Executive; and (iv) Other Benefits to the extent unpaid.

4.3 Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability under Section 3.1, “Termination by the Company for Disability,” during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for the timely payment or provision of (i) Annual Base Salary through the Termination Date; (ii) accrued bonus through the Termination Date; (iii) full vesting and non-forfeiture of stock options; (iv) pension, 401(k) and other disability benefits; and (v) fully-paid welfare benefit plans.

4.4 Termination by the Company for Cause; and Termination by the Executive Other than for Good Reason. If the Executive’s employment shall be terminated for Cause during the Employment Period, or the Executive shall terminate employment other than for Good Reason, 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 to the extent unpaid. 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.

4.5 Change in Control. If, during the Employment Period 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 balance of the Employment Period had the termination not occurred 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) pay to the Executive 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.

4.5.1 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:

(iii) had been directors of the Company twenty-four (24) months prior to such change; or

(iv) 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 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

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 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 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, hire or 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 SIGNING THIS AGREEMENT, WHICH INCORPORATES BINDING ARBITRATION, THE COMPANY AND THE EXECUTIVE AGREE, EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE IN SECTION 7, “CONFIDENTIAL INFORMATION; NONCOMPETITION,” AND THIS SECTION 8, TO WAIVE COURT OF JURY TRIAL AND TO WAIVE PUNITIVE, STATUTORY, CONSEQUENTIAL, 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 Arizona, 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:
	Michael Kirksey
	c/o Spheric Technologies, Inc.
	4708 East Van Buren Street
	Phoenix, AZ 85008
If to the Company:
	Spheric Technologies, Inc.
	4708 East Van Buren Street
	Phoenix, AZ 85008
With a copy to:
	Chairman of the Board of Directors
	Spheric Technologies, Inc.
	4708 East Van Buren Street
	Phoenix, AZ 85008

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 3.4, “Termination by the Executive for 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 the Board, the Company has caused this Agreement to be executed in its name on its behalf, as of the date first above written.

COMPANY:

SPHERIC TECHNOLOGIES, INC. a Nevada corporation
By:	/s/ Joseph Hines
Name:	Joseph Hines
Title:	President & Chief Executive Officer

EXECUTIVE:

/s/ Michael Kirksey

Michael Kirksey

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 (5) weeks or, stated differently, in no event may the Period of Negotiation be extended to encompass more than a total of eight (8) weeks.

4. If the parties agree to mediate the dispute, but are thereafter unable to agree within a one (1) week period on the format and procedures for the mediation, then the effort to mediate will cease, and the period of Negotiation will terminate four (4) 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. §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 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 Arizona. The arbitration hearing will take place in Phoenix, Arizona.

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 Phoenix, Arizona 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 (30) 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.

16. 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.

EX-10.22

Exhibit 10.22

EMPLOYMENT AGREEMENT

THIS AGREEMENT is by and between SPHERIC TECHNOLOGIES, INC., a Nevada corporation (the “Company”), and Janice Backus (the “Executive”) and is effective as of October 1, 2008 (the “Effective Date”).

BACKGROUND

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.

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 companies.

AGREEMENT

Now, therefore, it is hereby agreed as follows:

1. Employment Period. The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on September 30, 2011 ( the “Employment Period”). This Agreement shall be automatically renewed, under the same terms and conditions, for successive one-year terms unless one party provides a written notice of non-renewal to the other party thirty (30) days prior to the last day of the Employment Period.

2. Terms of Employment.

2.1 Position and Duties.

2.1.1 Position. During the Employment Period, the Executive shall be employed in executive capacities in the position(s) of Corporate Secretary of the Company at its headquarters in the Phoenix, Arizona metropolitan area.

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 full attention and time to the business and affairs of the Company as its Corporate Secretary. 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 President and Chief Executive Officer. The Executive will report to the President and Chief Executive Officer. The Executive will use best efforts to perform faithfully and efficiently such duties and responsibilities.

2.1.2.2 While employed hereunder, the Executive agrees to devote all of the Executive’s business time, attention, skill and efforts to the faithful and efficient performance of the Executive’s 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 Sixty-five thousand dollars ($65,000) from the Effective Date through September 30, 2011. Commencing on the first anniversary of the Effective Date, the Executive shall receive an annual base salary of Sixty-five thousand dollars ($65,000). Thereafter, the Board or the Compensation Committee of the Board (the “Compensation Committee”), as the case may be, will 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.

2.2.3 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.

2.2.4 Vacation. During the Employment Period, the Executive shall be entitled to paid vacation of three (3) 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.

2.2.5 Automobile Allowance. The Company shall also pay the Executive an automobile allowance of $300.00 per month, or as otherwise increased by the Board or Committee.

2.2.6 No Director Fees. In no event shall the Executive be entitled to receive any additional compensation for serving as a director, member and/or manager of the Company or any affiliate of the Company.

3. Termination of Employment.

3.1 Termination by the Company for Disability. 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 Termination by the Company for 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 ten (10) business days of such demand; (ii) material violation of any of the Company’s policies; (iii) breach by the Executive of the Executive’s 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 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 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 Termination by the Company Other than for Cause, death or Disability. The Company may terminate the Executive’s employment during the Employment Period for any reason other than for Cause, death or Disability by providing the Executive with 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.

3.4 Termination by the Executive for Good Reason. The Executive may terminate the Executive’s 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 Phoenix, Arizona metropolitan area or a position other than as provided in Section 2.1.1;

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 from Executive’s position as described in Section 2.1.1; 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 specifies the Date of Termination (as defined below).

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, death or Disability, the thirtieth (30th) day after the Executive receives notice 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.

4. Obligations of the Company upon Termination.

4.1 Termination by the Company, Other Than for Cause, Death or Disability; and Termination by the Executive for Good Reason. 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 within thirty (30) days after the Date of Termination the aggregate of the amounts set forth in Section 4.1.2 through Section 4.1.4 in a lump sum in cash and shall pay the amounts due under Section 4.1.1 as provided in that Section:

4.1.1 the amount of Annual Base Salary compensation that would be payable to the Executive over the balance of the Employment Period had the termination not occurred, 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; and

4.1.4 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”), to the extent unpaid.

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 the timely payment or provision to the Executive’s legal representatives of (i) any death benefit compensation under other contracts; (ii) amounts due under the term life insurance policy; (iii) full vesting and non-forfeiture of stock options granted to the Executive; and (iv) Other Benefits to the extent unpaid.

4.3 Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability under Section 3.1, “Termination by the Company for Disability,” during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for the timely payment or provision of (i) Annual Base Salary through the Termination Date; (ii) accrued bonus through the Termination Date; (iii) full vesting and non-forfeiture of stock options; (iv) pension, 401(k) and other disability benefits; and (v) fully-paid welfare benefit plans.

4.4 Termination by the Company for Cause; and Termination by the Executive Other than for Good Reason. If the Executive’s employment shall be terminated for Cause during the Employment Period, or the Executive shall terminate employment other than for Good Reason, 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 to the extent unpaid. 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.

4.5 Change in Control. If, during the Employment Period 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 balance of the Employment Period had the termination not occurred 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) pay to the Executive 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.

4.5.1 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:

(v) had been directors of the Company twenty-four (24) months prior to such change; or

(vi) 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 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

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 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 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 the Executive’s 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, hire or 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 SIGNING THIS AGREEMENT, WHICH INCORPORATES BINDING ARBITRATION, THE COMPANY AND THE EXECUTIVE AGREE, EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE IN SECTION 7, “CONFIDENTIAL INFORMATION; NONCOMPETITION,” AND THIS SECTION 8, TO WAIVE COURT OF JURY TRIAL AND TO WAIVE PUNITIVE, STATUTORY, CONSEQUENTIAL, 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 Arizona, 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:
	Janice Backus
	c/o Spheric Technologies, Inc.
	4708 East Van Buren Street
	Phoenix, AZ 85008

If to the Company:
	Spheric Technologies, Inc.
	4708 East Van Buren Street
	Phoenix, AZ 85008

With a copy to:
	Chairman of the Board of Directors
	Spheric Technologies, Inc.
	4708 East Van Buren Street
	Phoenix, AZ 85008

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 3.4, “Termination by the Executive for 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 the Board, the Company has caused this Agreement to be executed in its name on its behalf, as of the date first above written.

COMPANY:

SPHERIC TECHNOLOGIES, INC.
a Nevada corporation
By:	/s/ Joseph Hines
Name:	Joseph Hines
Title:	President & Chief Executive Officer

EXECUTIVE:

/s/ Janice Backus

Janice Backus

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 (5) weeks or, stated differently, in no event may the Period of Negotiation be extended to encompass more than a total of eight (8) weeks.

4. If the parties agree to mediate the dispute, but are thereafter unable to agree within a one (1) week period on the format and procedures for the mediation, then the effort to mediate will cease, and the period of Negotiation will terminate four (4) 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. §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 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 Arizona. The arbitration hearing will take place in Phoenix, Arizona.

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 Phoenix, Arizona 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 (30) 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.

16. 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.

EX-10.23

Exhibit 10.23

SPHERIC TECHNOLOGIES, INC.

2008 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.

XVII. NOTICE OF STOCK GRANT

Optionee’s Name and Address: Peter Blonsky c/o SPHERIC TECHNOLOGIES, INC. 4708 East Van Buren Street Phoenix, Arizona 85008

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:	June 3, 2008
Exercise Price per Share:	$1.00
Total Number of Shares Granted:	19,000
Total Exercise Price:	$19,000
Type of Option:	¨    Incentive Stock Option x    Nonstatutory Stock Option
Term/Expiration Date:	June 2, 2013
Vesting Schedule:	The options vested upon grant.
Termination Period:	In no event shall this Option be exercised later than the Term/Expiration Date as provided above.

XVIII. AGREEMENT

A. 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 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”).

B. Exercise of Option.

1. Right to Exercise.

a. 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.

b. Should (i) Optionee’s Continuous Status as an Employee 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. Method of Exercise.

a. 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.

b. 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.

C. 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:

1. cash;

2. check; or

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.

D. 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.

E. 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.

F. Registration under the Securities Act of 1933.

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 (the “Act”), 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.

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.

G. 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.

H. No Guarantee of Employment. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN AMPLOYEE AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER. OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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:	SPHERIC TECHNOLOGIES, INC.
/s/ Peter M. Blonsky	By:	/s/ Michael Kirksey
Signature		Signature
c/o Spheric Technologies, Inc.	Michael Kirksey
4708 East Van Buren Street	Print Name
Phoenix, Arizona 85008	Title:	Vice President
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.

/s/ Stephanie Blonsky

Spouse of Optionee

Exhibit A

Exercise Notice

Spheric Technologies, Inc.

4708 East Van Buren Street

Phoenix, Arizona 85008

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:

EX-10.24

Exhibit 10.24

SPHERIC TECHNOLOGIES, INC.

2008 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.

XIX. NOTICE OF STOCK GRANT

Optionee’s Name and Address: Peter Blonsky c/o SPHERIC TECHNOLOGIES, INC. 4708 East Van Buren Street Phoenix, Arizona 85008

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:	June 3, 2008
Exercise Price per Share:	$1.00
Total Number of Shares Granted:	2,500
Total Exercise Price:	$2,500
Type of Option:	¨  Incentive Stock Option x  Nonstatutory Stock Option
Term/Expiration Date:	June 2, 2015
Vesting Schedule:	The options vested upon grant.
Termination Period:	In no event shall this Option be exercised later than the Term/Expiration Date as provided above.

IV. AGREEMENT

A. 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 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”).

B. Exercise of Option.

1. Right to Exercise.

a. 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.

b. Should (i) Optionee’s Continuous Status as an Employee 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. Method of Exercise.

a. 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.

b. 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.

C. 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:

1. cash;

2. check; or

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.

D. 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.

E. 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.

F. Registration under the Securities Act of 1933.

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 (the “Act”), 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.

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.

G. 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.

H. No Guarantee of Employment. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN AMPLOYEE AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER. OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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:	SPHERIC TECHNOLOGIES, INC.
/s/ Peter M. Blonsky	By:	/s/ Michael Kirksey
Signature		Signature
c/o Spheric Technologies, Inc.	Michael Kirksey
4708 East Van Buren Street	Print Name
Phoenix, Arizona 85008	Title:	Vice President
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.

/s/ Stephanie Blonsky

Spouse of Optionee

Exhibit A

Exercise Notice

Spheric Technologies, Inc.

4708 East Van Buren Street

Phoenix, Arizona 85008

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:

EX-10.25

Exhibit 10.25

SPHERIC TECHNOLOGIES, INC.

2008 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.

V. NOTICE OF STOCK GRANT

Optionee’s Name and Address: Jason Mayer c/o SPHERIC TECHNOLOGIES, INC. 4708 East Van Buren Street Phoenix, Arizona 85008

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:	June 3, 2008
Exercise Price per Share:	$1.00
Total Number of Shares Granted:	2,500
Total Exercise Price:	$2,500
Type of Option:	¨  Incentive Stock Option x  Nonstatutory Stock Option
Term/Expiration Date:	June 2, 2015
Vesting Schedule:	The options vested upon grant.
Termination Period:	In no event shall this Option be exercised later than the Term/Expiration Date as provided above.

VI. AGREEMENT

A. 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 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”).

B. Exercise of Option.

1. Right to Exercise.

a. 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.

b. Should (i) Optionee’s Continuous Status as an Employee 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. Method of Exercise.

a. 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.

b. 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.

C. 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:

1. cash;

2. check; or

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.

D. 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.

E. 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.

F. Registration under the Securities Act of 1933.

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 (the “Act”), 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.

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.

G. 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.

H. No Guarantee of Employment. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN AMPLOYEE AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER. OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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:	SPHERIC TECHNOLOGIES, INC.
/s/ Jason Mayer	By:	/s/ Michael Kirksey
Signature		Signature
c/o Spheric Technologies, Inc.	Michael Kirksey
4708 East Van Buren Street	Print Name
Phoenix, Arizona 85008	Title:	Vice President
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

Exhibit A

Exercise Notice

Spheric Technologies, Inc.

4708 East Van Buren Street

Phoenix, Arizona 85008

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:

EX-10.26

Exhibit 10.26

SPHERIC TECHNOLOGIES, INC.

2008 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.

VII. NOTICE OF STOCK GRANT

Optionee’s Name and Address: Lester Garnas c/o SPHERIC TECHNOLOGIES, INC. 4708 East Van Buren Street Phoenix, Arizona 85008

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:	July 31, 2008
Exercise Price per Share:	$1.00
Total Number of Shares Granted:	2,500
Total Exercise Price:	$2,500
Type of Option:	¨   Incentive Stock Option x  Nonstatutory Stock Option
Term/Expiration Date:	July 30, 2015
Vesting Schedule:	The options vested upon grant.
Termination Period:	In no event shall this Option be exercised later than the Term/Expiration Date as provided above.

VIII. AGREEMENT

A. 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 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”).

B. Exercise of Option.

1. Right to Exercise.

a. 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.

b. Should (i) Optionee’s Continuous Status as an Employee 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. Method of Exercise.

a. 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.

b. 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.

C. 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:

1. cash;

2. check; or

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.

D. 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.

E. 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.

F. Registration under the Securities Act of 1933.

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 (the “Act”), 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.

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.

G. 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.

H. No Guarantee of Employment. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN AMPLOYEE AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER. OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

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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:	SPHERIC TECHNOLOGIES, INC.
/s/ Lester Garnas	By:	/s/ Michael Kirksey
Signature		Signature
c/o Spheric Technologies, Inc.		Michael Kirksey
4708 East Van Buren Street		Print Name
Phoenix, Arizona 85008	Title:	Executive Vice President & COO
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.

/s/ Carole Garnas

Spouse of Optionee

Exhibit A

Exercise Notice

Spheric Technologies, Inc.

4708 East Van Buren Street

Phoenix, Arizona 85008

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:

EX-10.27

Exhibit 10.27

SPHERIC TECHNOLOGIES, INC.

2008 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 GRANT

Optionee’s Name and Address: Gregg A. Linn c/o SPHERIC TECHNOLOGIES, INC. 4708 East Van Buren Street Phoenix, Arizona 85008

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:	August 15, 2008
Exercise Price per Share:	$1.00
Total Number of Shares Granted:	25,000
Total Exercise Price:	$25,000
Type of Option:	Incentive Stock Option     x     Nonstatutory Stock Option
Term/Expiration Date:	August 14, 2013
Vesting Schedule:	The options vested upon grant.
Termination Period:	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 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. Should (i) Optionee’s Continuous Status as an Employee 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.

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

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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 (the “Act”), 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 “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.

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8. No Guarantee of Employment. Optionee acknowledges and agrees that the vesting of shares pursuant to the vesting schedule hereof is earned only by continuing service as an employee at the will of the Company (and not through the act of being hired, being granted an option or purchasing shares hereunder. Optionee further acknowledges and agrees that this agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued engagement as an employee for the vesting period, for any period, or at all, and shall not interfere with optionee’s right or the Company’s right to terminate optionee’s employment at any time, with or without cause.

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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:	SPHERIC TECHNOLOGIES, INC.
/s/ Gregg A. Linn	By:	/s/ Michael Kirksey
Signature		Signature
c/o Spheric Technologies, Inc.	Michael Kirksey
	Print Name
4708 East Van Buren Street
Phoenix, Arizona 85008	Title:	Vice President
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.

/s/ Melanie D. Linn

Spouse of Optionee

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Exhibit A

Exercise Notice

Spheric Technologies, Inc.

4708 East Van Buren Street

Phoenix, Arizona 85008

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.

Date: Signed:

Address:

EX-10.28

Exhibit 10.28

LOCK-UP AGREEMENT

MIDTOWN PARTNERS & CO., LLC

4218 West Linebaugh Avenue

Tampa, FL 33624

RE: Spheric Technologies, Inc.

Registration Statement on Form S-1

File No.: 333-

Ladies and Gentlemen:

The undersigned is an officer, director and/or 5% or more stockholder of Spheric Technologies, Inc., a Nevada corporation (the “Company”), and wishes to facilitate the initial public offering (the “Offering”) on a best efforts all or none basis of a minimum of 1,000,000 and on a best efforts basis, a maximum of 1,333,334 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Company has filed a Registration Statement on Form S-1 (File No.: 333-_________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register the Shares under the Securities Exchange Act of 1933, as amended (the “Act”).

In consideration of the foregoing, and in order to induce you to act as the representative of the underwriters of the Shares (the “Representative”), the undersigned hereby agrees that he, she or it will not, without your prior written consent, for a period of twelve (12) months following the closing date of the Offering, offer to sell, hypothecate, assign, contract to sell or otherwise sell (including, without limitation, in a short sale) or dispose of, whether or not for consideration, directly or indirectly, shares of Common Stock, or any options or warrants to purchase shares of Common Stock, or any other securities convertible into or exchangeable for shares of Common Stock, now owned or hereafter acquired by the undersigned or with respect to which the undersigned has the power of disposition, including securities representing stock dividends, stock splits, recapitalizations, and the like, that are granted to, or received by the undersigned during the term of this Agreement in connection with or as a result of its holdings of shares of Common Stock or pursuant to options, warrants or agreements as of the date hereof (collectively, the “Restricted Securities”).

Notwithstanding the foregoing or anything contained herein to the contrary, the undersigned may transfer any shares or securities subject to this lock-up agreement either during his or her lifetime or on death by will or intestacy to an existing stockholder, a member of his or her immediate family or the immediate family of an existing stockholder, or to a trust the beneficiaries of which are exclusively the restricted person and/or a member or members of his or her immediate family; provided, however, that prior to any such transfer each transferee shall execute an agreement, satisfactory to the Representative, pursuant to which each transferee shall agree to receive and hold such restricted securities, subject to the provisions of this lock-up agreement, and there shall be no further transfer except in accordance with the provisions of this Agreement. The term “immediate family” shall mean the spouse, lineal descendant, father, mother, brother or sister, inclusive of such relatives by adoption, of the transferor or existing stockholder and the immediate family of the spouse of the transferor or existing stockholder. If

any of the Restricted Securities have exercise or conversion rights, the undersigned may exercise such rights, but the exercised or converted securities will also be deemed Restricted Securities and subject to this Agreement. On a case-by-case basis, subject to the prior written approval by the Company and at exchange values determined by the Company, the undersigned may use Restricted Securities in lieu of cash for the exercise or conversion of the rights, in which case you will release the certificate representing such Restricted Securities to the Company in exchange for the certificate representing the exercised or converted Securities.

The undersigned understands that the covenants of the undersigned contained herein are irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assignees. The undersigned agrees and consents to the entry of stock transfer instructions with the Company’s transfer agent against the transfer of Restricted Securities held by the undersigned except in compliance with this Agreement and to the placement of a restrictive legend referencing the existence of and restrictions imposed by this Agreement.

This Agreement will be governed by the laws of the state of Nevada, without regard to its conflict of laws principles.

The amount and type of security that the undersigned owns on the date hereof are as follows:

Very truly yours,

Individuals Sign Here:	Entities Sign Here:
	By:
Stockholder’s Signature		Name:
		Title:
Joseph Hines
Name (print)
President, Chief Executive Officer and Chairman of the Board
Title

EX-10.29

Exhibit 10.29

LOCK-UP AGREEMENT

MIDTOWN PARTNERS & CO., LLC

4218 West Linebaugh Avenue

Tampa, FL 33624

RE: Spheric Technologies, Inc.

Registration Statement on Form S-1

File No.: 333-

Ladies and Gentlemen:

The undersigned is an officer, director and/or 5% or more stockholder of Spheric Technologies, Inc., a Nevada corporation (the “Company”), and wishes to facilitate the initial public offering (the “Offering”) on a best efforts all or none basis of a minimum of 1,000,000 and on a best efforts basis, a maximum of 1,333,334 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Company has filed a Registration Statement on Form S-1 (File No.: 333-_________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register the Shares under the Securities Exchange Act of 1933, as amended (the “Act”).

In consideration of the foregoing, and in order to induce you to act as the representative of the underwriters of the Shares (the “Representative”), the undersigned hereby agrees that he, she or it will not, without your prior written consent, for a period of twelve (12) months following the closing date of the Offering, offer to sell, hypothecate, assign, contract to sell or otherwise sell (including, without limitation, in a short sale) or dispose of, whether or not for consideration, directly or indirectly, shares of Common Stock, or any options or warrants to purchase shares of Common Stock, or any other securities convertible into or exchangeable for shares of Common Stock, now owned or hereafter acquired by the undersigned or with respect to which the undersigned has the power of disposition, including securities representing stock dividends, stock splits, recapitalizations, and the like, that are granted to, or received by the undersigned during the term of this Agreement in connection with or as a result of its holdings of shares of Common Stock or pursuant to options, warrants or agreements as of the date hereof (collectively, the “Restricted Securities”).

Notwithstanding the foregoing or anything contained herein to the contrary, the undersigned may transfer any shares or securities subject to this lock-up agreement either during his or her lifetime or on death by will or intestacy to an existing stockholder, a member of his or her immediate family or the immediate family of an existing stockholder, or to a trust the beneficiaries of which are exclusively the restricted person and/or a member or members of his or her immediate family; provided, however, that prior to any such transfer each transferee shall execute an agreement, satisfactory to the Representative, pursuant to which each transferee shall agree to receive and hold such restricted securities, subject to the provisions of this lock-up agreement, and there shall be no further transfer except in accordance with the provisions of this Agreement. The term “immediate family” shall mean the spouse, lineal descendant, father, mother, brother or sister, inclusive of such relatives by adoption, of the transferor or existing stockholder and the immediate family of the spouse of the transferor or existing stockholder. If

any of the Restricted Securities have exercise or conversion rights, the undersigned may exercise such rights, but the exercised or converted securities will also be deemed Restricted Securities and subject to this Agreement. On a case-by-case basis, subject to the prior written approval by the Company and at exchange values determined by the Company, the undersigned may use Restricted Securities in lieu of cash for the exercise or conversion of the rights, in which case you will release the certificate representing such Restricted Securities to the Company in exchange for the certificate representing the exercised or converted Securities.

The undersigned understands that the covenants of the undersigned contained herein are irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assignees. The undersigned agrees and consents to the entry of stock transfer instructions with the Company’s transfer agent against the transfer of Restricted Securities held by the undersigned except in compliance with this Agreement and to the placement of a restrictive legend referencing the existence of and restrictions imposed by this Agreement.

This Agreement will be governed by the laws of the state of Nevada, without regard to its conflict of laws principles.

The amount and type of security that the undersigned owns on the date hereof are as follows:

Very truly yours,

Individuals Sign Here:	Entities Sign Here:
	By:
Stockholder’s Signature		Name:
		Title:
Michael Kirksey
Name (print)
Executive Vice President, Chief Operating Officer and Director
Title

EX-10.30

Exhibit 10.30

ESCROW DEPOSIT AGREEMENT

This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this      day of                      2008, by and among SPHERIC TECHNOLOGIES, INC., a Delaware corporation (the “Company”), having an address at 4708 East Van Buren Street, Phoenix, Arizona 85008, MIDTOWN PARTNERS & CO. LLC, a Florida limited liability company (“Underwriter”), having an address at 4218 West Linebaugh Avenue, Tampa, Florida 33624, and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 261 Madison Avenue, New York, NY 10016. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Prospectus, dated September     , 2008, as amended or supplemented from time-to-time, including all attachments, schedules and exhibits thereto (the “Prospectus”).

W I T N E S S E T H:

WHEREAS, pursuant to the terms of the Prospectus, the Company desires to sell (the “Offering”) a minimum of 1,000,000 (“Minimum Amount”) shares of common stock, $0.001 par value (“Shares”) in the amount of $6,000,000 (“Minimum Amount”) and a maximum of 1,333,334 of such shares in the amount of $8,000,000 (“Maximum Amount”). Each Share is being sold at a price of $6.00 per Share; and

WHEREAS, unless the Minimum Amount is sold by                                  (the “Termination Date”), or by                                  (the “Final Termination Date”) if the Termination Date has been extended by Company and the Underwriter, the Offering shall terminate and all funds shall be returned to the Investors in the Offering; and

WHEREAS, the Company and Underwriter desire to establish an escrow account with the Escrow Agent into which the Company and Underwriter shall instruct Investors introduced to the Company by Underwriter (the “Investors”) to deposit checks and other instruments for the payment of money made payable to the order of “Signature Bank as Escrow Agent for Spheric Technologies, Inc.,” and Escrow Agent is willing to accept said checks and other instruments for the payment of money in accordance with the terms hereinafter set forth; and

WHEREAS, the Company and Underwriter represent and warrant to the Escrow Agent that they have not stated to any individual or entity that the Escrow Agent’s duties will include anything other than those duties stated in this Agreement; and

WHEREAS, the Company and Underwriter warrant to the Escrow Agent that a copy of each document that has been delivered to Investors and third parties that include Escrow Agent’s name and duties, has been attached hereto as Schedule I.

NOW, THEREFORE, IT IS AGREED as follows:

1. Delivery of Escrow Funds.

(a) Underwriter and the Company shall instruct Investors to deliver to Escrow Agent checks made payable to the order of “Signature Bank, as Escrow Agent for Spheric Technologies, Inc.,” or wire transfer to Signature Bank, 261 Madison Avenue, New York, NY 10016 , ABA No. 026013576 for credit to Signature Bank, as Escrow Agent for Spheric Technologies, Inc., Account No.                     , in each case, with the name, address and social security number or taxpayer identification number of the individual or entity making payment. In the event any Subscriber’s address and/or social security number or taxpayer identification number are not provided to Escrow Agent by the Subscriber, then Underwriter and/or the Company agree to promptly provide Escrow Agent with such information in writing. The checks or wire transfers shall be deposited into a non interest-bearing account at Signature Bank entitled “Signature Bank, as Escrow Agent for Spheric Technologies, Inc.” (the “Escrow Account”).

(b) The collected funds deposited into the Escrow Account are referred to as the “Escrow Funds.”

(c) The Escrow Agent shall have no duty or responsibility to enforce the collection or demand payment of any funds deposited into the Escrow Account. If, for any reason, any check deposited into the Escrow Account shall be returned unpaid to the Escrow Agent, the sole duty of the Escrow Agent shall be to return the check to the Subscriber and advise the Company and Underwriter promptly thereof.

2. Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:

(a) In the event that the Company and Underwriter advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Subscriber to said Subscriber without interest or offset.

(b) If prior to 3:00 P.M. Eastern time on the Termination Date, the Escrow Agent receives written notice, in the form of Exhibit A, attached hereto and made a part hereof, and signed by the Company and Underwriter, stating that the Termination Date has been extended to the Final Termination Date, then the Termination Date shall be so extended.

(c) Provided that the Escrow Agent does not receive the Termination Notice in accordance with paragraph 2(a) and there is the Minimum Amount deposited into the Escrow Account on or prior to later of the Termination Date or the date stated in the Extension Notice, if any, received by the Escrow Agent in accordance with paragraph 2(b) above, the Escrow Agent shall promptly notify the Company and the Underwriter that the Minimum Amount has been deposited and cleared banking channels, and then upon receipt of written instructions, in the form of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and Underwriter, pay the Escrow Funds in accordance with such written instructions, such payment or payments to be made by wire transfer within one (1) business day of receipt of such written instructions. Such

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instructions must be received by the Escrow Agent no later than 3:00 PM Eastern Time on a Banking Day for the Escrow Agent to process such instructions that Banking Day. Such instructions will not be provided by the Company and Underwriter unless they have received confirmation from the American Stock Exchange that the securities that are the subject of the Prospectus will be listed on the American Stock Exchange.

(d) If by (x) 3:00 pm Eastern time on the Termination Date or the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with paragraph 2(b) above, the total amount of the Escrow Funds is less than the Minimum Amount, or (y) 3:00 pm Eastern Time on the tenth day after the Termination Date or the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with paragraph 2(b) above, the Escrow Agent has not received written instructions from the Company and the Underwriter regarding the disbursement of the Escrow Funds, then the Escrow Agent shall promptly return the Escrow Funds to the Investors without interest or offset. The Escrow Funds returned to each Subscriber shall be free and clear of any and all claims of the Escrow Agent.

(e) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal.

(f) If the Termination Date, Final Termination Date or any date that is a deadline under this Agreement for giving the Escrow Agent notice or instructions or for the Escrow Agent to take action is not a Banking Day, then such date shall be the Banking Day that immediately preceding that date. A Banking Day is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not legally obligated to be opened.

3. Acceptance by Escrow Agent. The Escrow Agent hereby accepts and agrees to perform its obligations hereunder, provided that:

(a) The Escrow Agent may act in reliance upon any signature believed by it to be genuine, and may assume that any person who has been designated by Underwriter or the Company to give any written instructions, notice or receipt, or make any statements in connection with the provisions hereof has been duly authorized to do so. Escrow Agent shall have no duty to make inquiry as to the genuineness, accuracy or validity of any statements or instructions or any signatures on statements or instructions. The names and true signatures of each individual authorized to act singly on behalf of the Company and Underwriter are stated in Schedule II, which is attached hereto and made a part hereof. The Company and Underwriter may each remove or add one or more of its authorized signers stated on Schedule II by notifying the Escrow Agent of such change in accordance with this Agreement, which notice shall include the true signature for any new authorized signatories.

(b) The Escrow Agent may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith. The Escrow Agent shall not be liable for any mistake of fact or error of judgment or law, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence.

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(c) Underwriter and the Company agree to indemnify and hold the Escrow Agent harmless from and against any and all claims, losses, costs, liabilities, damages, suits, demands, judgments or expenses (including but not limited to reasonable attorney’s fees) claimed against or incurred by Escrow Agent arising out of or related, directly or indirectly, to this Escrow Agreement unless caused by the Escrow Agent’s gross negligence or willful misconduct.

(d) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to (i) refrain from taking any action other than to keep safely the Escrow Funds until it shall be directed otherwise by a court of competent jurisdiction, or (ii) deliver the Escrow Funds to a court of competent jurisdiction.

(e) The Escrow Agent shall have no duty, responsibility or obligation to interpret or enforce the terms of any agreement other than Escrow Agent’s obligations hereunder, and the Escrow Agent shall not be required to make a request that any monies be delivered to the Escrow Account, it being agreed that the sole duties and responsibilities of the Escrow Agent shall be to the extent not prohibited by applicable law (i) to accept checks or other instruments for the payment of money and wire transfers delivered to the Escrow Agent for the Escrow Account and deposit said checks and wire transfers into the non-interest bearing Escrow Account, and (ii) to disburse or refrain from disbursing the Escrow Funds as stated above, provided that the checks received by the Escrow Agent have been collected and are available for withdrawal.

4. Resignation and Termination of the Escrow Agent. The Escrow Agent may resign at any time by giving 30 days’ prior written notice of such resignation to Underwriter and the Company. Upon providing such notice, the Escrow Agent shall have no further obligation hereunder except to hold as depositary the Escrow Funds that it receives until the end of such 30-day period. In such event, the Escrow Agent shall not take any action, other than receiving and depositing Investors checks and wire transfers in accordance with this Agreement, until the Company has designated a banking corporation, trust company, attorney or other person as successor. Upon receipt of such written designation signed by Underwriter and the Company, the Escrow Agent shall promptly deliver the Escrow Funds to such successor and shall thereafter have no further obligations hereunder. If such instructions are not received within 30 days following the effective date of such resignation, then the Escrow Agent may deposit the Escrow Funds held by it pursuant to this Agreement with a clerk of a court of competent jurisdiction pending the appointment of a successor. In either case provided for in this paragraph, the Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds.

5. Termination. The Company and Underwriter may terminate the appointment of the Escrow Agent hereunder upon written notice specifying the date upon which such termination shall take effect, which date shall be at least 30 days from the date of such notice. In the event of such termination, the Company and Underwriter shall, within 30 days of such notice, appoint a successor escrow agent and the Escrow Agent shall, upon receipt of written instructions signed by the Company and Underwriter, turn over to such successor escrow agent all of the Escrow Funds; provided, however, that if the Company and Underwriter fail to appoint a successor

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escrow agent within such 30-day period, such termination notice shall be null and void and the Escrow Agent shall continue to be bound by all of the provisions hereof. Upon receipt of the Escrow Funds, the successor escrow agent shall become the escrow agent hereunder and shall be bound by all of the provisions hereof and Signature Bank shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds and under this Agreement.

6. Investment. All funds received by the Escrow Agent shall be invested only in non-interest bearing bank accounts at Signature Bank.

7. Compensation. Escrow Agent shall be entitled, for the duties to be performed by it hereunder, to a fee of $3,500, which fee shall be paid by the Company upon the signing of this Agreement. In addition, the Company shall be obligated to reimburse Escrow Agent for all fees, costs and expenses incurred or that become due in connection with this Agreement or the Escrow Account, including reasonable attorney’s fees. Neither the modification, cancellation, termination or rescission of this Agreement nor the resignation or termination of the Escrow Agent shall affect the right of Escrow Agent to retain the amount of any fee which has been paid, or to be reimbursed or paid any amount which has been incurred or becomes due, prior to the effective date of any such modification, cancellation, termination, resignation or rescission. To the extent the Escrow Agent has incurred any such expenses, or any such fee becomes due, prior to any closing, the Escrow Agent shall advise the Company and the Company shall direct all such amounts to be paid directly at any such closing.

8. Notices. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand-delivery, by facsimile (followed by first-class mail), by nationally recognized overnight courier service or by prepaid registered or certified mail, return receipt requested, to the addresses set forth below:

If to Underwriter:

Midtown Partners & Co. LLC

4218 West Linebaugh Avenue

Tampa, Florida 33624

Attention: Bruce Jordan

Fax: 561-892-8040

If to the Company:

Spheric Technologies, Inc.

4708 East Van Buren Street

Phoenix, Arizona 85008

Attention: Joseph Hines

Fax:

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If to Escrow Agent:

Signature Bank

261 Madison Avenue

New York, NY 10016

Attention: Cliff Broder, Group Director and Senior Vice President

Fax: 646-822-1359

9. General.

(a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be entirely performed within such State, without regard to choice of law principles and any action brought hereunder shall be brought in the courts of the State of New York, located in the County of New York. Each party hereto irrevocably waives any objection on the grounds of venue, forum nonconveniens or any similar grounds and irrevocably consents to service of process by mail or in any manner permitted by applicable law and consents to the jurisdiction of said courts. Each of the parties hereto hereby waives all right to trial by jury in any action, proceeding or counterclaim arising out of the transactions contemplated by this Agreement.

(b) This Agreement sets forth the entire agreement and understanding of the parties with respect to the matters contained herein and supersedes all prior agreements, arrangements and understandings relating thereto.

(c) All of the terms and conditions of this Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the parties hereto, as well as their respective successors and assigns.

(d) This Agreement may be amended, modified, superseded or canceled, and any of the terms or conditions hereof may be waived, only by a written instrument executed by each party hereto or, in the case of a waiver, by the party waiving compliance. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver of any party of any condition, or of the breach of any term 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 condition or breach or a waiver of any other condition or of the breach of any other term of this Agreement. No party may assign any rights, duties or obligations hereunder unless all other parties have given their prior written consent.

(e) If any provision included in this Agreement proves to be invalid or unenforceable, it shall not affect the validity of the remaining provisions.

(f) This Agreement and any modification or amendment of this Agreement may be executed in several counterparts or by separate instruments and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.

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10. Form of Signature. The parties hereto agree to accept a facsimile transmission copy of their respective actual signatures as evidence of their actual signatures to this Agreement and any modification or amendment of this Agreement; provided, however, that each party who produces a facsimile signature agrees, by the express terms hereof, to place, promptly after transmission of his or her signature by fax, a true and correct original copy of his or her signature in overnight mail to the address of the other party.

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

Spheric Technologies, Inc.		Midtown Partners & Co. LLC
By:		By:
	Name:		Name:
	Title:		Title:

SIGNATURE BANK
By:
	Name:
	Title:

By:
	Name:
	Title:

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Schedule I

OFFERING DOCUMENTS

9

Schedule II

The Escrow Agent is authorized to accept instructions signed or believed by the Escrow Agent to be signed by any one of the following on behalf of the Company and Underwriter.

Spheric Technologies, Inc.

Name	True Signature
Midtown Partners & Co. LLC
Name	True Signature

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Exhibit A

Extension Notice

Date:                                     

Signature Bank

261 Madison Avenue

New York, NY 10016

Attention: Cliff Broder, Group Director and Senior Vice President

Dear Mr. Broder:

In accordance with the terms of paragraph 2(b) of an Escrow Deposit Agreement dated                              , by and among Spheric Technologies, Inc. (the “Company”), Midtown Partners & Co. LLC (“Underwriter”), and Signature Bank (the “Escrow Agent”), the Company and Underwriter hereby notifies the Escrow Agent that the Termination Date has been extended to                              , 2008, the Final Termination Date.

Very truly yours,

Spheric Technologies, Inc.

By:                                 

Name:                             

Title:                             

Midtown Partners & Co. LLC

By:                                 

Name:                             

Title:                             

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Exhibit B

FORM OF ESCROW RELEASE NOTICE

Date:

Signature Bank

261 Madison Avenue

New York, NY 10016

Attention: Cliff Broder, Group Director and Senior Vice President

Dear Mr. Broder:

In accordance with the terms of paragraph 2(c) of an Escrow Deposit Agreement dated as of September     , 2008 (the “Escrow Agreement”), by and between Spheric Technologies, Inc. (the “Company”), Signature Bank (the “Escrow Agent”) and Midtown Partners & Co. LLC (“Underwriter”), the Company and Underwriter hereby notify the Escrow Agent that all conditions necessary for release of the funds have been met and the              closing will be held on              for gross proceeds of $            .

PLEASE DISTRIBUTE FUNDS BY WIRE TRANSFER AS FOLLOWS (wire instructions attached):

                                                 :                       $

                                                 :                       $

                                                 :                       $

Very truly yours,

Spheric Technologies, Inc.

By:

Name:

Title:

Midtown Partners & Co. LLC

By:

Name:

Title:

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EX-15.1

Exhibit 15.1

October 14, 2008

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We are aware that our report dated August 27, 2008 on our review of interim financial information of Spheric Technologies, Inc. (the “Company”) for the six month periods ended June 30, 2008 and June 30, 2007 is included in the Company’s Registration Statement on Form S-1 filed October 15, 2008.

Very truly yours,

/s/ Farber Hass Hurley LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We have issued our report dated July 22, 2008, accompanying the financial statements of Spheric Technologies, Inc. for the year ended December 31, 2007. We hereby consent to the incorporation by reference of said report in this Registration Statement and to the use of our name as it appears under the caption “Experts.”

/s/ Farber Hass Hurley LLP

Granada Hills, California

October 14, 2008