<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>v22029_ex10-1.txt
<TEXT>


                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
July 13, 2005 (the "Agreement Date") and shall be effective as of August 15,
2005 (the "Effective Date") by and between IPEX, Inc., a Nevada corporation,
with an office located at 9255 Towne Centre Drive, Suite 235, San Diego, CA
92121 (the "Company") and Gerald Beckwith, an individual with a mailing address
located at P.O. Box 1969, Rancho Santa Fe, CA 92067 ("Beckwith").

      WHEREAS, the Company desires to retain the services of Beckwith as the
Company's Chairman of the Board and Chief Executive Officer and Beckwith is
willing to be employed by the Company in such capacity.

      NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows:

1. Employment. Beckwith is hereby employed and engaged to serve the Company as
the Chief Executive Officer of the Company or such additional titles as the
Company shall specify from time to time, and Beckwith does hereby accept, and
Beckwith hereby agrees to such engagement and employment. At all times during
the term of Beckwith's employment, he shall remain Chairman of the Board of
Directors of the Company.

2. Duties. Beckwith shall be responsible for the overall development, operations
and corporate governance of the Company. In addition, Beckwith's duties shall be
such duties and responsibilities as the Company shall specify from time to time,
and shall entail those duties customarily performed by the Chief Executive
Officer of a company with a business commensurate with that of the Company.
Beckwith shall have such authority, discretion, power and responsibility, and
shall be entitled to office, secretarial and other facilities and conditions of
employment, as are customary or appropriate to his position. Beckwith shall
diligently and faithfully execute and perform such duties and responsibilities,
subject to the general supervision and control of the Company's Board of
Directors. Beckwith shall be responsible and report only to the Company's Board
of Directors. The Company's Board of Directors, in its sole and absolute
discretion, shall determine Beckwith's duties and responsibilities and may
assign or reassign Beckwith to such duties and responsibilities as it deems in
the Company's best interest. Beckwith shall devote his full-time attention,
energy, and skill during normal business hours to the business and affairs of
the Company and shall not, during the Employment Term, as that term is defined
below, be actively engaged in any other business activity, except with the prior
written consent of the Company's Board of Directors.

Nothing in this Agreement shall preclude Beckwith from devoting reasonable
periods required for:

                  (a) serving as a director or member of a committee of any
                  organization or corporation involving no conflict of interest
                  with the interests of the Company;

                  (b) serving as a consultant in his area of expertise (in areas
                  other than in connection with the business of the Company), to
                  government, industrial, and academic panels where it does not
                  conflict with the interests of the Company; and

                  (c) managing his personal investments or engaging in any other
                  non-competing business; provided that such activities do not
                  materially interfere with the regular performance of his
                  duties and responsibilities under this Agreement as determined
                  by the Company.


<PAGE>


3. Best Efforts of Beckwith. During his employment hereunder, Beckwith shall,
subject to the direction and supervision of the Company's Board of Directors,
devote his full business time, best efforts, business judgment, skill, and
knowledge to the advancement of the Company's interests and to the discharge of
his duties and responsibilities hereunder. Notwithstanding the foregoing,
nothing herein shall be construed as preventing Beckwith from investing his
assets in any business.

4. Employment Term. Unless terminated pursuant to Section 12 of this Agreement,
the term of this Agreement shall commence as of the Effective Date of this
Agreement and shall continue for a term of thirty-six (36) months (the "Initial
Term"), and shall be automatically renewed for successive twelve (12) month
terms (the "Renewal Term") unless: (a) a party hereto delivers to the other
party written notice of such party's intention not to renew at least thirty (30)
days prior to the end of the Initial Term or the applicable Renewal Term, as the
case may be; or (b) the Company and Beckwith mutually agree on the terms of a
new employment agreement subsequent to the Initial Term. (the terms "Initial
Term" and "Renewal Term" are collectively hereinafter referred to as the
"Employment Term").

5. Compensation of Beckwith.

(a)   Base Salary. As compensation for the services provided by Beckwith under
      this Agreement, the Company shall pay Beckwith an annual salary of Two
      Hundred Seventy-Five Thousand Dollars ($275,000) ("Base Salary"). During
      the term of this Agreement, Beckwith shall be eligible for annual and
      merit increases in his Base Salary as determined in the sole discretion of
      the Board of Directors. The compensation of Beckwith under this Section
      shall be paid in accordance with the Company's usual payroll procedures.

(b)   Bonus. In addition to the Base Salary, Beckwith shall be eligible to
      receive an annual bonus determined by the Board of Directors based on the
      performance of the Company.

(c)   Stock and Stock Options.

            (i) In addition to the Base Salary under Section 5(a), the Company
      shall issue Beckwith such number of shares of common stock of the Company
      equal to $600,000 divided by the volume weighted average price of the
      Company's common stock for the 60 trading days prior to the Agreement Date
      (the "Restricted Shares"). The Base Salary and the Restricted Shares are
      collectively referred to as the "Base Compensation." One-third of the
      Restricted Shares shall vest on each twelve (12) month anniversary of the
      Effective Date during the Initial Term, unless otherwise modified pursuant
      to Sections 12(f)(i)(A), 12(f)(ii)(A) and 12(f)(iii)(A) (each such vest
      date is referred to as a "Restricted Shares Vest Date"). If on a
      Restricted Shares Vest Date, the volume weighted average price of the
      Company's common stock for the 60 trading days prior to such Restricted
      Shares Vest Date is less than the volume weighted average price of the
      Company's common stock for the 60 trading days prior to the Agreement
      Date, then the number of shares of common stock issuable on the Restricted
      Shares Vest Date shall be adjusted to reflect such lower price.

            (ii) In addition to the Base Compensation under Sections 5(a) and
      5(c)(i), the Company shall issue Beckwith options to purchase an aggregate
      of 3,500,000 shares of the Company's common stock (the "Options").
      One-third of the Options shall vest on each twelve (12) month anniversary
      of the Effective Date during the Initial Term, unless otherwise modified
      by the Companys' Stock Option Plan (each such vest date is referred to as
      an "Option Vest Date"). The Options shall have an exercise price equal to
      the volume weighted average price of the Company's common stock for the 60
      trading days prior to the Agreement Date and shall expire ten (10) years
      after the Effective Date.


                                       2
<PAGE>


            (iii) Beckwith shall also be eligible to receive shares of the
      Company's authorized stock and options to purchase shares of the Company's
      authorized stock from time to time as determined by the Board of
      Directors.

            (iv) The Company shall supply Beckwith at the Company's cost, tax,
      legal advice and support relating to the handling of the Options described
      in Section 5(c)(ii) in the most tax efficient manner for Beckwith;
      provided that the cost of such tax, legal advise and support shall not
      exceed $10,000. To the extent the cost of such tax, legal advice and
      support exceeds $10,000, such cost shall be paid by Beckwith.

6. Benefits. Beckwith shall also be entitled to participate in any and all
Company benefit plans, from time to time, in effect for employees of the
Company. Such participation shall be subject to the terms of the applicable plan
documents and generally applicable Company policies.

7. Vacation, Sick Leave and Holidays. Beckwith shall be entitled to four (4)
weeks of paid vacation, with such vacation to be scheduled and taken in
accordance with the Company's standard vacation policies. In addition, Beckwith
shall be entitled to such sick leave and holidays at full pay in accordance with
the Company's policies established and in effect from time to time.

8. Business Expenses. The Company shall promptly reimburse Beckwith for all
reasonable out-of-pocket business expenses incurred in performing Beckwith's
duties and responsibilities hereunder in accordance with the Company's policies,
provided Beckwith promptly furnishes to the Company adequate records of each
such business expense.

9. Location of Beckwith's Activities. Beckwith's principal place of business in
the performance of his duties and obligations under this Agreement shall be in
San Diego, California at a place to be determined by the Board of Directors.
Notwithstanding the preceding sentence, Beckwith will engage in such travel and
spend such time in other places as may be necessary or appropriate in
furtherance of his duties hereunder.

10. Confidentiality. Beckwith recognizes that the Company has and will have
business affairs, products, future plans, trade secrets, customer lists, and
other vital information (collectively "Confidential Information") that are
valuable assets of the Company. Beckwith agrees that he shall not at any time or
in any manner, either directly or indirectly, divulge, disclose, or communicate
in any manner any Confidential Information to any third party without the prior
consent of the Company's Board of Directors. Beckwith will protect the
Confidential Information and treat it as strictly confidential.

11. Non-Competition. Beckwith acknowledges that he has gained, and will gain
extensive knowledge in the business conducted by the Company and has had, and
will have, extensive contacts with customers of the Company. Accordingly,
Beckwith agrees that he shall not compete directly or indirectly with the
Company, either during the Employment Term or during the one (1) year period
immediately after the termination of Beckwith's employment under Sections 12(a)
and 12(d) and shall not, during such period, make public statements in
derogation of the Company. For the purposes of this Section 11, competing
directly or indirectly with the Company shall mean engaging, directly or
indirectly, as principal owner, officer, partner, consultant, advisor, or
otherwise, either alone or in association with others, in the operation of any
entity engaged in a business similar to that of the Company's.

12. Termination. Notwithstanding any other provisions hereof to the contrary,
Beckwith's employment hereunder shall terminate under the following
circumstances:


                                       3
<PAGE>


      (a)   Voluntary Termination by Beckwith. Beckwith shall have the right to
            voluntarily terminate this Agreement and his employment hereunder at
            any time during the Employment Term.

      (b)   Termination by Beckwith for Cause. Beckwith shall have the right to
            terminate this Agreement and his employment hereunder for cause in
            accordance with the procedures set forth in this Section 12(b).
            Beginning six months after the Effective Date, if Beckwith has a
            grievance or dispute in connection with his employment hereunder,
            Beckwith may deliver written notice of such grievance or dispute to
            the Company's Board of Directors. Such written notice shall specify
            in reasonable detail the facts and circumstances surrounding the
            grievance or dispute and shall include documented evidence of such
            grievance or dispute. After receipt of such notice, the Board of
            Directors shall have 30 calendar days to remedy the grievance or
            dispute described in the written notice to Beckwith's satisfaction
            (the "Remedy Period"). If the Company has not taken appropriate
            steps to remedy Beckwith's grievance or dispute within the Remedy
            Period, then Beckwith may terminate this Agreement and his
            employment hereunder for "cause."

      (c)   Voluntary Termination by the Company. The Company shall have the
            right to voluntarily terminate this Agreement and Beckwith's
            employment hereunder at any time after the Employment Term.
            Termination of Beckwith's employment pursuant to this Section 12(c)
            shall not be effective unless the Company shall have first given
            Beckwith a written notice thereof at least ninety (90) days prior to
            the annual anniversary of Beckwith's employment under this
            Agreement.

      (d)   Termination by the Company for Cause. The Company shall have the
            right to terminate this Agreement and Beckwith's employment
            hereunder at any time for cause. As used in this Section 12(d),
            "cause" shall mean refusal by Beckwith to implement or adhere to
            lawful policies or directives of the Company's Board of Directors,
            breach of this Agreement, Beckwith's conviction of a felony, other
            conduct of a criminal nature that may have a material adverse impact
            on the Company's reputation, breach of fiduciary duty or the
            criminal misappropriation by Beckwith of funds from or resources of
            the Company. Cause shall not be deemed to exist unless the Company
            shall have first given Beckwith a written notice thereof specifying
            in reasonable detail the facts and circumstances alleged to
            constitute "cause" and ninety (90) days after such notice such
            conduct has, or such circumstances have, as the case may be, not
            entirely ceased and not been entirely remedied.

      (e)   Termination Upon Death or for Disability. This Agreement and
            Beckwith's employment hereunder, shall automatically terminate upon
            Beckwith's death or upon written notice to Beckwith and
            certification of Beckwith's disability by a qualified physician or a
            panel of qualified physicians if Beckwith becomes disabled beyond a
            period of twelve (12) months and is unable to perform the duties
            contain in this Agreement.

      (f)   Effect of Termination.

            (i)   In the event that this Agreement and Beckwith's employment is
                  voluntarily terminated by Beckwith pursuant to Section 12(a),
                  or in the event the Company terminates this Agreement for
                  cause pursuant to Section 12(d), all obligations of the
                  Company and all duties, responsibilities and obligations of
                  Beckwith under this Agreement shall cease. Upon such
                  termination, the Company shall (A) pay Beckwith all accrued
                  Base Compensation through the date of termination plus all
                  accrued vacation pay and bonuses, if any; (B) the Company
                  shall obtain the release of any assets that have been pledged
                  by Beckwith as collateral (the "Beckwith Collateral") on the
                  Company's behalf and if the Company is not able to obtain such
                  release then the Company shall replace such assets (the
                  "Replacement Assets"); provided, however, in the event that
                  the Beckwith Collateral is returned to Beckwith, then the
                  Replacement Assets shall be returned to the Company; and (C)
                  all Restricted Shares which are not issuable under Section
                  12(f)(i)(A) hereof and all Options granted to Beckwith
                  pursuant to Section 5 which have not vested as of the
                  termination date shall be cancelled.


                                       4
<PAGE>


            (ii)  In the event that this Agreement and Beckwith's employment is
                  terminated by Beckwith for cause pursuant to Section 12(b),
                  all obligations of the Company and all duties,
                  responsibilities and obligations of Beckwith under this
                  Agreement shall cease. Upon such termination, the Company
                  shall (A) pay Beckwith (x) all accrued Base Compensation
                  through the date of termination plus all accrued vacation pay
                  and bonuses, if any, plus (y) as severance compensation, an
                  amount equal to six (6) months of Beckwith's Base Compersation
                  and bonus (at the highest rate in effect during the Employment
                  Term of this Agreement); (B) provide Beckwith continued health
                  insurance benefits at the Company's expense pursuant to COBRA
                  for six months after the termination date; (C) the Company
                  shall obtain the release of any Beckwith Collateral and if the
                  Company is not able to obtain such release then the Company
                  shall provide Beckwith with Replacement Assets; provided,
                  however, in the event that the Beckwith Collateral is returned
                  to Beckwith, then the Replacement Assets shall be returned to
                  the Company; and (D) all Restricted Shares which are not
                  issuable under Section 12(f)(ii)(A)(x) hereof and all Options
                  granted to Beckwith pursuant to Section 5 which have not
                  vested as of the termination date shall be cancelled.

            (iii) In the event that this Agreement and Beckwith's employment is
                  voluntarily terminated by the Company pursuant to Section
                  12(c), all obligations of the Company and all duties,
                  responsibilities and obligations of Beckwith under this
                  Agreement shall cease. Upon such termination, the Company
                  shall (A) pay Beckwith (x) all accrued Base Compensation
                  through the date of termination plus all accrued vacation pay
                  and bonuses, if any, plus (y) as severance compensation, an
                  amount equal to the greater of (I) eighteen (18) months of
                  Beckwith's Base Compensation and bonus (at the highest rate in
                  effect during the Employment Term of this Agreement), or (II)
                  Beckwith's then Base Compensation and bonus for the remaining
                  Employment Term of this Agreement; (B) provide Beckwith
                  continued health insurance benefits at the Company's expense
                  pursuant to COBRA until the greater of (I) eighteen (18)
                  months, (II) the remaining Employment Term of the Agreement,
                  or (III) such time as Beckwith acquires health insurance
                  benefits provided by another employer; (C) the Company shall
                  obtain the release of any Beckwith Collateral and if the
                  Company is not able to obtain such release then the Company
                  shall provide Beckwith with Replacement Assets; provided,
                  however, in the event that the Beckwith Collateral is returned
                  to Beckwith, then the Replacement Assets shall be returned to
                  the Company; and (D) all Restricted Shares and Options granted
                  to Beckwith pursuant to Section 5 which have not vested as of
                  the termination date shall be immediately vested.

            (iv)  In the event this Agreement is terminated upon the death or
                  disability of Beckwith pursuant to Section 12(e), (A) Beckwith
                  shall be entitled to all compensation pursuant to Section 5
                  for the period between the effective termination date to the
                  end of the Initial Term pursuant to Section 4; and (B) the
                  Company shall obtain the release of any Beckwith Collateral
                  and if the Company is not able to obtain such release then the
                  Company shall provide Beckwith with Replacement Assets;
                  provided, however, in the event that the Beckwith Collateral
                  is returned to Beckwith, then the Replacement Assets shall be
                  returned to the Company. Payment will be made to Beckwith or
                  Beckwith's appointed trustee. In the event of a merger,
                  consolidation, sale, or change of control, the Company's
                  rights hereunder shall be assigned to the surviving or
                  resulting company, which company shall then honor this
                  Agreement with Beckwith.


                                       5
<PAGE>


            (v)   (A) In the event that the Board of Directors changes the
                  duties and title of Beckwith such that these duties and title
                  are substantially different; or (B) if the Company is acquired
                  and the duties and title of Beckwith change such that these
                  duties and title are substantially different, Beckwith shall
                  have the right to terminate this Agreement and such
                  termination shall be treated as if the Company voluntarily
                  terminated the Agreement under Section 12(c).

13. Resignation as Officer. In the event that Beckwith's employment with the
Company is terminated for any reason whatsoever, Beckwith agrees to immediately
resign as an Officer of the Company and any related entities. Notwithstanding
the foregoing, in the event Beckwith's employment with the Company is terminated
and such termination is not for "cause" (as defined in Section 12(d)), Beckwith
may remain a Director of the Company or Chairman of the Board at the sole
discretion of the Board of Directors. For the purposes of this Section 13, the
term the "Company" shall be deemed to include subsidiaries, parents, and
affiliates of the Company.

14. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by
and construed in accordance with the laws of the State of California without
giving effect to any applicable conflicts of law provisions.

15. Business Opportunities. During the Employment Term Beckwith agrees to bring
to the attention of the Company's Board of Directors all written business
proposals that come to Beckwith's attention and all business or investment
opportunities of whatever nature that are created or devised by Beckwith and
that relate to areas in which the Company conducts business and might reasonably
be expected to be of interest to the Company or any of its subsidiaries.

16. Employee's Representations and Warranties. Beckwith hereby represents and
warrants that he is not under any contractual obligation to any other company,
entity or individual that would prohibit or impede Beckwith from performing his
duties and responsibilities under this Agreement and that he is free to enter
into and perform the duties and responsibilities required by this Agreement.
Beckwith hereby agrees to indemnify and hold the Company and its officers,
directors, employees, shareholders and agents harmless in connection with the
representations and warranties made by Beckwith in this Section 16.

17.      Indemnification.

      (a)   The Company agrees that if Beckwith is made a party, or is
            threatened to be made a party, to any action, suit or proceeding,
            whether civil, criminal, administrative or investigative (a
            "Proceeding"), by reason of the fact that he is or was a director,
            officer or employee of the Company or is or was serving at the
            request of the Company as a director, officer, member, employee or
            agent of another corporation, partnership, joint venture, trust or
            other enterprise, including service with respect to employee benefit
            plans, whether or not the basis of such Proceeding is Beckwith's
            alleged action in an official capacity while serving as a director,
            officer, member, employee or agent, Beckwith shall be indemnified
            and held harmless by the Company to the fullest extent permitted or
            authorized by the Company's certificate of incorporation or bylaws
            or, if greater, by the laws of the State of California, against all
            cost, expense, liability and loss (including, without limitation,
            attorney's fees, judgments, fines, ERISA excise taxes or penalties
            and amounts paid or to be paid in settlement) reasonably incurred or
            suffered by Beckwith in connection therewith, and such
            indemnification shall continue as to Beckwith even if he has ceased
            to be a director, member, employee or agent of the Company or other
            entity and shall inure to the benefit of Beckwith's heirs, executors
            and administrators. The Company shall advance to Beckwith to the
            extent permitted by law all reasonable costs and expenses incurred
            by him in connection with a Proceeding within 20 days after receipt
            by the Company of a written request, with appropriate documentation,
            for such advance. Such request shall include an undertaking by
            Beckwith to repay the amount of such advance if it shall ultimately
            be determined that he is not entitled to be indemnified against such
            costs and expenses.


                                       6
<PAGE>


      (b)   Neither the failure of the Company (including its Board of
            Directors, independent legal counsel or stockholders) to have made a
            determination prior to the commencement of any proceeding concerning
            payment of amounts claimed by Beckwith that indemnification of
            Beckwith is proper because he has met the applicable standard of
            conduct, nor a determination by the Company (including its Board of
            Directors, independent legal counsel or stockholders) that Beckwith
            has not met such applicable standard of conduct, shall create a
            presumption that Beckwith has not met the applicable standard of
            conduct.

      (c)   The Company agrees to continue and maintain a directors' and
            officers' liability insurance policy covering Beckwith to the extent
            the Company provides such coverage for its other executive officers.

      (d)   Promptly after receipt by Beckwith of notice of any claim or the
            commencement of any action or proceeding with respect to which
            Beckwith is entitled to indemnity hereunder, Beckwith shall notify
            the Company in writing of such claim or the commencement of such
            action or proceeding, and the Company shall (i) assume the defense
            of such action or proceeding, (ii) employ counsel reasonably
            satisfactory to Beckwith, and (iii) pay the reasonable fees and
            expenses of such counsel. Notwithstanding the preceding sentence,
            Beckwith shall be entitled to employ counsel separate from counsel
            for the Company and from any other party in such action if Beckwith
            reasonably determines that a conflict of interest exists which makes
            representation by counsel chosen by the Company not advisable. In
            such event, the reasonable fees and disbursements of such separate
            counsel for Beckwith shall be paid by the Company to the extent
            permitted by law.

      (e)   After the termination of this Agreement and upon the request of
            Beckwith, the Company agrees to reimburse Beckwith for all
            reasonable travel, legal and other out-of-pocket expenses related to
            assisting the Company to prepare for or defend against any action,
            suit, proceeding or claim brought or threatened to be brought
            against the Company or to prepare for or institute any action, suit,
            proceeding or claim to be brought or threatened to be brought
            against a third party arising out of or based upon the transactions
            contemplated herein and in providing evidence, producing documents
            or otherwise participating in any such action, suit, proceeding or
            claim. In the event Beckwith is required to appear after termination
            of this Agreement at a judicial or regulatory hearing in connection
            with Beckwith's employment hereunder, or Beckwith's role in
            connection therewith, the Company agrees to pay Beckwith a sum, to
            be mutually agreed upon by Beckwith and the Company, per diem for
            each day of his appearance and each day of preparation therefore.

18. Notices. All demands, notices, and other communications to be given
hereunder, if any, shall be in writing and shall be sufficient for all purposes
if personally delivered, sent by facsimile or sent by United States mail to the
address below or such other address or addresses as such party may hereafter
designate in writing to the other party as herein provided.

Company:                                            Beckwith:
IPEX, Inc.                                          P.O. Box 1969
9255 Towne Centre Drive, Suite 235                  Rancho Santa Fe, CA
San Diego, CA 92121


                                       7
<PAGE>


19. Entire Agreement. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement,
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties. This Agreement may be modified or amended, if
the amendment is made in writing and is signed by both parties. This Agreement
is for the unique personal services of Beckwith and is not assignable or
delegable, in whole or in part, by Beckwith. This Agreement may be assigned or
delegated, in whole or in part, by the Company and, in such case, shall be
assumed by and become binding upon the person, firm, company, corporation or
business organization or entity to which this Agreement is assigned. The
headings contained in this Agreement are for reference only and shall not in any
way affect the meaning or interpretation of this Agreement. If any provision of
this Agreement shall be held to be invalid or unenforceable for any reason, the
remaining provisions shall continue to be valid and enforceable. The failure of
either party to enforce any provision of this Agreement shall not be construed
as a waiver or limitation of that party's right to subsequently enforce and
compel strict compliance with every provision of this Agreement. This Agreement
may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument
and, in pleading or proving any provision of this Agreement, it shall not be
necessary to produce more than one of such counterparts.

                  [Remainder of page intentionally left blank.]


                                       8
<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.


IPEX, INC.:                                      GERALD BECKWITH:


By:  /s/ Milton Ault                             /s/ Gerald Beckwith
    -----------------------------                -------------------------------
Name: Milton "Todd" Ault, III                    Gerald Beckwith
Title: Chief Executive Officer

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</DOCUMENT>