JERRY D. GOLDBERG LETTER & AGREEMENT
Published on November 10, 2005
[GRAPHIC OMITTED]
Suite 406, 500 Union Street, Seattle, WA 98101
Telephone: 206 903.1351 Fax: 206 903.1352
August 28, 2005
Jerry D. Goldberg
4815 91st Avenue SE
Mercer Island, WA. 98040
Dear Jerry:
Re: Compensation Package
As per our discussions, Visualant would like you to be its CFO, Secretary and
Treasurer for which it can offer the following compensation package:
o 250,000 options to purchase stock at US$0.75 per share until August
24th, 2008, vesting at the rate of 25% options up front commencing on
August 24th, 2005 and 25% vesting each year thereafter.
o US $3,250.00 per month beginning August 24th, 2005 on a retainer
basis. Cash compensation is based upon time necessary to fulfill all
CFO duties and responsibilities.
o Cash compensation to be revisited as Visualant work load ramps up and
major financing has been secured.
o Visualant agrees to allow outside consulting work to supplement your
income until it can offer more and Visualant responsibilities ramp.
Visualant responsibilities take priority to all other outside
opportunities. Pre-approval required by CEO.
o Reimbursement of ordinary and necessary expenses with pre-approval by
CEO.
o Stock bonus to be negotiated based upon performance targets.
o Benefits which are appropriate for the position.
Please sign and return a copy of this letter to acknowledge your agreement.
Yours very truly,
/s/ Ralph M. Brier
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Ralph M. Brier
President/CEO
Accepted and agreed.
/s/ Jerry Goldberg
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Jerry Goldberg