Marco Hi-Tech JV Ltd. Chairman of the Board Offer Letter to Mark Auerbach (January 2006)

 Exhibit 10.15 MARCO HI-TECH JV LTD. ONE PENN PLAZA SUITE 2514 NEW YORK, NY 10119 January 5, 2006 Dear Mark: On behalf of Marco Hi-Tech JV, Ltd., (the "Company"), we are pleased to offer you the position of Chairman of the Board of Directors, reporting directly to the Company's Board of Directors. You will be elected to the Company's Board of Directors promptly upon acceptance of this letter. For the duration of your association with the Company, you will devote such time as is reasonably required to participate in Board of Directors meetings and affairs, and such skill and attention to your duties and responsibilities as the Company's Chairman of the Board and will perform them faithfully, diligently and competently. You will not be expected to provide any specific obligation of time other than as is required to provide the above described benefits to the Company. Generally, your responsibilities will include acting as Chairman of Board of Directors; meetings; assisting management on an oversight basis; assist in strategic planning and decisions; and other responsibilities designated by the board of directors. Upon your agreement as indicated by your execution of this agreement below on or prior to the date indicated, you will have consented to your appointment as set forth herein, which will become effective upon the closing of the currently contemplated private placement and reverse-merger anticipated during the second week of January, 2006 and shall be entitled to the benefits herein upon such appointment. You will receive a directors fee of $100,000 per year, payable quarterly. You will also be entitled to the benefits that the Company customarily makes available to its directors, if any, and will be responsible for establishing the Company's benefit plans as soon as practicable after commencement of your employment, including employee and director incentive stock plans. Under the Company's director plan expected to be adopted contemporaneously with your appointment, you will be awarded five-year options to purchase 300,000 shares of the Company's common stock at a purchase price of $2.50 per share; 100,000 of which will vest immediately (or six months following appointment in order for the plans to comply with Rule 16b-3 under the Securities Exchange Act of 1934); and 100,000 on each of the second and third anniversaries of the date of appointment. In addition, subject to approval of the Company's Board of Directors, you, and certain other persons you designate, acceptable to the Company, will have a one-time right to purchase up to $625,000 of shares of the Company's Common  Stock (the "Shares") at a purchase price of $1.50 per share, which shall not be a condition to your acceptance of your appointment to the position of Chairman, provided that your subscription must be received prior to closing of the private placement and reverse-merger. With the Company's consent, you may designate a portion of the purchase right to others who have or are expected to have an interest in the Company, such as persons whom you present and who are acceptable candidates for independent directors to be elected to the Board. The Shares will be subject to repurchase by the Company at the Company's option at the original purchase price (the "Repurchase Right") within one year following termination of your position with the Company, should you or such third parties not continue as a director through the first anniversary of your or their appointment. The Shares will be sold pursuant to customary documentation for a private transaction and must close prior to the contemplated private placement which is expected to close the second week of January 2006, and not later than the date of appointment to the position of Chairman of the Board, other Board positions, in the case of other directors. If during your association with the Company (i) there is a Change of Control (as defined below), and (ii) you are not offered a position with similar responsibilities (at the same or greater base salary and bonus potential) by the surviving corporation, the Company's Repurchase Right will immediately lapse with respect to all of the Shares, and your options shall immediately vest. "Change of Control" shall mean the sale of all or substantially all of the assets of the Company or the acquisition of the Company by another entity by means of consolidation or merger after which the then current stockholders of the Company hold less than 50% of the voting power of the surviving corporation; provided that a reincorporation of the Company shall not be a Change of Control. Alternatively, if your position with the Company is involuntarily terminated by the Company other than for Cause (as defined below), the Repurchase Right will lapse (in addition to any options that already have vested over the time period between your appointment and the removal). "Cause" means: (a) willful and repeated failure to comply with the lawful directions of the Board of Directors; (b) gross negligence or willful misconduct in the performance of your duties to the Company; (c) commission of any act of fraud against, or the misappropriation of material property belonging to the Company, or breach of contract with the Company; or (d) conviction of a crime that is materially injurious to the business or reputation of the Company, in each case as determined in good faith by the Board of Directors. As a shareholder of the Company, you will not have preemptive rights. However, for so long as you remain a director of the Company, whenever the Company issues stock in order to raise capital through a private placement of underwritten public offering, you agree that you shall agree to the terms of any "lock-up" or other agreement that is requested of the senior management of the Company and to the same extent that such senior management agree. In addition to the foregoing, you agree that for a period of one year following the 2  contemplated reverse-merger and private placement, you will enter into an equivalent lock-up agreement as will the senior management of the Company with respect to their owned shares. The Company will acquire and maintain director and officer liability insurance coverage in an amount of approximately $3 million. We hope that you and the Company will find mutual satisfaction with your Association with the Company. All of us at the Company are very excited about you joining our team and look forward to a beneficial and rewarding relationship. The Company asks that you complete a standard form "Confidentiality, Agreement." The terms of the agreement will be reasonably satisfactory to you, particularly in light of your other associations. Should you have any questions with regard to any of the items indicated above, please call me. It is my understanding that your appointment to the Chairmanship will be as soon as practicable taking into account your subscription for Shares. Kindly indicate your consent to the terms contained in this offer letter by signing and returning a copy to us by January 5, 2006. Sincerely, Marco Hi-Tech JV Ltd. /s/ Reuben Seltzer - -------------------------------- Reuben Seltzer, CEO Agreed to and accepted: /s/ Mark Auerbach 1/05/06 - -------------------------------- ------------------------ Mark Auerbach Date This offer is subject to withdrawal by the Company prior to acceptance, and expires if not accepted by January 5, 2006. 3