Employment Agreement (2010)Full Document 

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                              EMPLOYMENT AGREEMENT

     EMPLOYMENT  AGREEMENT  ("Agreement")  dated as of March  31,  2009  between
Latitude  Solutions,  Inc,  ("the  Company"),  a  Nevada  Corporation  with  its
principal place of business at 190 NW Spanish River Blvd. Suite #101, Fl. 33431,
and Matthew J. Cohen,  ("Executive")  who resides at 19662 Estuary  Drive,  Boca
Raton, Fl. 33498.

     WHEREAS,  the Executive has extensive  experience as a senior  executive in
the areas of accounting,  financial,  operations,  and SEC rules and regulations
applicable to the Company's business;

     WHEREAS,  the Company has determined that it is in the best interest of the
Company to employ  Executive  as its Chief  Financial  Officer  to  further  the
business purposes of the Company; and

     WHEREAS,  Executive is desirous of employment with the Company on the terms
provided herein:

     WHEREAS,  It is the  interest  of  this  Agreement  to  assure  Executive's
dedication to the Company by providing  Executive with  Compensation and benefit
arrangements  while Executive fulfills his duties now and during the pendency of
a Change of Control, should such an event occur, which provides Executive with a
measure of security commensurate with Executive's importance to the Company, and
assure  the  Company  of  continuity  in its  services  and  relationships  with
customers and employees;

     NOW, THEREFORE, the Company and Executive agree as follows:


     1.1 TERM.  The Company shall employ  Executive in an executive  position as
its Chief Financial Officer,  or in such comparable  management  capacity as the
Company may from time to time  designate  and which the  Executive  agrees to in
writing.  This Agreement  shall become  effective as of March 31, 2009 and shall
continue  to the  fifth  anniversary  date  hereof,  unless  earlier  terminated
("Original  Term").  Thereafter,  the term of employment shall  automatically be
extended  on the same  terms and  conditions  contained  herein  for  successive
one-year periods (each a "Renewal Term"),  except that if one party gives notice
in writing to the other  party not less than  ninety (90) days prior to the date
in which such term of  employment  would  otherwise be renewed  indicating  such
parties  intent to  terminate  this  Agreement at the end of the period in which
notice is given,  then this  Agreement  shall  terminate on the date such period
expires. (The Original Term and all Renewal Term's are hereinafter  collectively
referred to as the Term.) Executive  acknowledges  that,  except as set forth in
this Agreement, Executive's employment is "at will".

     If, during the Term, a "person" (as that term is used in Sections 13(d) and
14(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"))
commences any action that, if  consummated,  would result in a Change of Control
of the Company or if any person  publicly  announces an intention or proposal to
commence any such action,  Executive  agrees that  Executive  will not leave the
Company's employ (other than as a result of death or Disability) and,  Executive
will render the  services  contemplated  in this  Agreement  for the  reasonable
duration of the Company's  defense against such action and until such action has
been abandoned or terminated or a Change in Control has occurred,  and Executive
will actively promote the Company's interest during such period.


     Any termination of Executive's employment during the Term for reasons other
than  Executive's  death  shall be  evidenced  by a written  notice  ("Notice of
Termination"),  which shall specify the provision of this Agreement  relied upon
for  such  termination  and  describe  with  reasonable  detail  the  facts  and
circumstances claimed by the sender of such Notice of Termination to provide the
basis for  termination.  Any such Notice of  Termination  shall also specify the
effective date of termination (the "Termination Date"). If Executive dies during
the Term, the Termination Date shall be the date of Executive's death.

     1.2 PRESENT AND FUTURE  DUTIES.  Executive's  role in the Company  shall be
that of Chief Financial Officer.  Executive shall perform all duties required of
or incidental to Executive's position with the Company, and such specific duties
as may be assigned to Executive by senior  management  or the Board of Directors
of  the  Company.  Executive's  position  shall  have  the  powers,  duties  and
responsibilities  set forth in Exhibit A attached hereto and made a part hereof.
Executive  agrees to use Executive's best efforts in the business of the Company

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