Acceptance

February 2, 2011

Mr. Stephen L. Caromile

5 Kenmore Court

Barrington, Rhode Island 02806

Dear Stephen:

It is my pleasure to send you this letter for your consideration. As we have discussed, this letter is a formal offer of employment. There has been no formal employee handbook or formal hiring mechanism developed as yet. Therefore, this letter is offered in lieu thereof.

First, I am pleased to advise you that you either have or will be elected Vice President of Production/Lead Engineer of Powerdyne, Inc. at the next annual meeting of the stockholder and directors.

Your employment will be as a full time employee and based on a 40 hour work week, 52 weeks of the year. Starting date is expected to be January 2011. The place of employment shall be 1 Pullman Avenue in Worcester, Massachusetts or other location (assumed to be in RI) as may be designated as the company expands. You will receive three (3) weeks paid vacation shall be per year starting at the 50th week of employment with an additional week added every successive year thereafter, up to eight (8) weeks maximum. In light of your responsibilities, you may not take any vacation unless I authorize it. It may be that your duties will not permit you to take a vacation. Sick days and time off granted as needed. Sick days are compensated. Time off is not compensated. Unusual circumstances shall be considered on a case by case basis at my discretion only.

Your responsibilities will be to supervise, coordinate, oversee and manage the design and construction of the radial aircraft engines which we will be leasing as prime movers in electrical generating systems of our own unique design.

Edwin S. Barton, III will be elected Vice President and Chief Operating Officer of Powerdyne, Inc. Although you will report directly to me, you will be working closely with Mr. Barton and will be reporting to him on occasion. As Chief Operating Officer he will be your superior.

This letter is not intended to be exclusive and, generally, it will be your duty to see that whatever must be done is done and is done in a timely fashion. As a corporate executive and a crucial member of the leadership team, it is expected that you will take responsibility without direction to accomplish the company’s goals which I will communicate to you.

Your work week is not limited to forty hours. You are expected to do the job regardless of the number of hours per week that you work and you will therefore be paid a salary and not paid on a commission or hourly basis.

Your base salary will be seventy five thousand ($75,000.00) dollars per year, paid weekly. We will withhold all necessary taxes and trust fund charges. In addition you may be paid a cash bonus of as much as fifty thousand ($50,000.00) dollars per year, in my sole discretion. Its payment will depend not only upon superior performance but the financial success of the company. Your salary will be paid to you effective the week-ending January 22, 2011.

You have worked for the company without pay from August 1, 2010 through January 16, 2011. I have asked you to provide me with a record of the hours you worked during that period and you will be paid for that work at the rate of sixty ($60.00) dollars per hour. However, because the company was and currently is unable to make such payments to you, the wages earned will not be paid until cash flow and profitability allow but will be accrued as our accountant advises.

You will have the following paid vacation days:  New Year’s Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans’ Day, Thanksgiving Day and Christmas Day. In addition you will receive three weeks paid vacation per year which will increase as provided herein

As further inducement to you to accept this offer, you will receive 3% of the authorized and issued shares of common stock in the company at par value of $0.0001/share. There are currently 300,000,000 shares of common stock authorized but only 205,000,000 will be issued initially so you will receive 6,000,000 shares of common stock. As further stock is issued, you will automatically receive additional shares so that your ownership interest will never fall below 3%. Only our General Counsel and I have similar arrangements. As the company is in the midst of merging with another public corporation, the terms of this contract will become binding upon the successor corporation whose name is expected to be Powerdyne International, Inc.

We do not have a profit sharing, 401(k) or other retirement account plans for our employees. If the company becomes profitable and later offers these benefits to its employees, you will be offered the same benefit as they will. Neither do we currently offer medical or life insurance as a benefit of employment. Should those benefits become available later, then they will become available to you, also.

It may be that your duties will require you to relocate.  In that case, the company will either pay or reimburse your reasonable costs of relocation.

It is expected that you will require a motor vehicle and so you will be provided with a motor vehicle suitable to your position and responsibilities and a company gasoline card with which to pay for gasoline and maintenance. The company does not have a secure facility to garage the vehicle and, as you will be expected to have a modest home office, you are expected to report to your home office first thing every morning to check for emails or to attend to other business, and to then drive to whatever facility you are working at that day. You are expected to garage the company motor vehicle provided to you at your residence at your expense. You may use the vehicle for private use. If the vehicle is leased you will have the first option to buy the vehicle at the end of the lease term. If the vehicle is owned by the company, you will have the first right to purchase the vehicle at the end of its useful life to the company.

In addition to the above cited duties, you will develop, train and manage a staff of technicians that will be under your direction. These individuals will be trained and certified to perform complete engine maintenance from rebuilds to troubleshooting. Certification standards shall be set forth by you in writing and individuals meeting these standards shall be formally recognized by the company. These technicians shall be in the direct employment of Powerdyne, Inc. and may eventually be located in satellite locations.

You will reduce our machine designs, process any other design work to CAD (computer assisted design) drawings so that they will be available to company employees and to support any patent applications as well to document and protect our development of intellectual property Any patentable ideas, designs, drawings or processes of any kind which you work on or develop during your employment with the company will be the property of the company. Should the company receive any royalties for the licensing or the other use of any patent which you were the principal of, you will be paid a percentage of the royalties received, not to exceed twenty (20%) percent.

Tools and equipment needed for the shop will be purchased and owned by the company. Personal tools and equipment may be used on the premises provided that they are clearly identified as yours and a written record of such kept by you and provided to the company, Mr. Barton and me. This requirement is necessary because of the company’s use of Bigelow Electric’s tools and equipment as well as the use of my personal equipment.  Therefore, specific identification is intended to avoid confusion. You will also have complete access to the Bigelow Electric shop.

Stephen, this outline is a comprehensive letter that identifies the parameters under which the company would like to engage you. Please let me know if I have left out anything important and I will incorporate this text onto company letterhead and we can proceed from there. If this offer is acceptable to you, please indicate your acceptance by signing the duplicate originals of this letter enclosed and returning two to the company keeping one for your records.

As you know, we are very excited not only about the business opportunities that we see but with the prospect of formalizing your relationship with the company.

Yours truly,

/s/ Dale P. Euga

Dale P. Euga

President

AMR/lhm

Enclosures (2)

Cc:	Arthur M. Read II, Esq.

Vice President and General Counsel

I acknowledge having received and read the foregoing prior to signing it in triplicate originals.

I confirm and accept these arrangements, freely and voluntarily.

Stephen L. Caromile
Stephen L. Caromile
Date:	February      4          , 2011