SCHEDULE C

CONFIDENTIALITY, NONDISCLOSURE PATENT AND COPYRIGHT AGREEMENT. Whereas it may be necessary or desirable for clients of the Quantronix and for Quantronix to disclose confidential information pertaining to past, present and future research and development and production activities of the client or Quantronix: 1. Siddhartha Gill herein referred to as CONSULTANT, acknowledges that confidential information and materials regarding Quantronix and its Clients have been or will be disclosed to him solely for the purpose of assisting him in performing his duties.. Such information and materials are and remain the property of Quantronix and its Clients respectively. As used in this Agreement, the phrase "confidential information and materials" includes but is not limited to all information belonging to Quantronix or Quantronix's Clients relating to their respective services and projects, customers, business methods, strategies and practices, internal operations, pricing and billing financial data, costs, personnel information customer and supplier contacts and needs, sales lists, technology, software, computer programs, other documentation, computer systems, inventions, developments, trade secrets of every kind and character, information designated by Quantronix or any of its Clients as confidential, and all other information that might be reasonably deemed confidential. CONSULTANT acknowledges that he may use such confidential information and materials only during his term of employment and solely for the purpose of such employment, and that this right expires upon CONSULTANT's discharge or resignation. 2. CONSULTANT therefore agrees not use for his own benefit or for the benefit of any other person, except as specifically authorized in writing in advance by all owners of such information and materials, or divulge to any person for any reason, any such information and materials related to the business of Quantronix , any of its Clients, or their customers, clients, and affiliates, both at any time during the term of this Agreement and at any time after its termination. CONSULTANT agrees to take any and all reasonable actions, including those requested by Quantronix or

Client, to prevent such disclosure and preserve the security of confidential information and materials. 3. CONSULTANT shall disclose fully and promptly to Quantronix and to any Client for which CONSULTANT has performed work any and all inventions, processes, innovations, discoveries, developments, designs, techniques, formulas, improvements, computer programs and other technical materials relating to the business of Quantronix's Client which CONSULTANT shall discover, conceive, make, generate or reduce to practice, alone or jointly with others, during his term of employment with Quantronix, and resulting from such employment, whether or not they are patentable or copyrightable. CONSULTANT hereby agrees to assign to such Client his rights and interests in any inventions, processes, innovations, discoveries, and other similar materials, including copyrights to all copyrightable material and all patent rights unless specifically directed otherwise in writing by Quantronix. No rights shall be reserved to CONSULTANT. CONSULTANT agrees to execute and transfer at any time, upon Quantronix's request, any certifications, affidavit or other document confirming the Client's ownership rights under this paragraph. Upon request at any time during or after the termof this Agreement, and at the expense of Quantronix or its Client for whom the work in question was performed, CONSULTANT agrees to assist Client, including its attorneys, in applications for patents or copyrights relating to such inventions, processes and other materials named in this paragraph. Assistance in preparing and prosecuting such applications shall include assistance regarding litigation, and, upon Quantronix's or said Client's request, the execution of all papers and performance of all tasks that may reasonably be necessary to protect the rights of Client and to vest in it or its assigns ownership of the inventions, applications, copyrights and patents herein contemplated. Witness my hand and seal this 13TH Day of January, 2012

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Signature : Siddhartha Gill : Social Security Number _______________

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SCHEDULE D SUBCONTRACTOR PERSONNEL AGREEMENT

This Schedule D Subcontractor Personnel Agreement is made and entered into on the 13th Day of January_,2012 between Quantronix and the undersigned,

Siddhartha Gill, herein referred to as Undersigned, either as an agent of

Apex Technology Group Inc, or individually for services provided to Quantronix by the undersigned beginning on or about __________
and continuing until the termination or completion of the assignment. Performance of this agreement on the part of the undersigned may be canceled or suspended only in the event of any act of God or other force majeure or upon termination by WELLINGTON MANAGEMENT COMPANY, LLP. (herein referred to as CLIENT)

I. Non-Employment
The undersigned affirms that the undersigned is not an employee of Quantronix for any purpose and that the undersigned is not entitled to exercise any rights, or seek any benefit, accruing to the regular employees of Quantronix by virtue of the services rendered by the undersigned to Quantronix or otherwise.

II. No Infringement
The undersigned affirms that the undersigned has all necessary rights, authorization or licenses to provide the services contemplated by this Agreement and to provide all related materials and that the provision of such services and materials or any component thereof, and Quantronix's use of concepts, material or information provided by the undersigned will not constitute a breach of any agreement to which the undersigned is a party or constitute an infringement of any patent or copyright or constitute an authorized user of proprietary information or trade secrets of a third party.

III. Non-Disclosure
In connection with services performed by the undersigned for Quantronix or for any subsidiary or affiliate of Quantronix (collectively called "Quantronix"), the undersigned may have access to non-public information or materials describing or relating to Quantronix or its clients, or third parties to whom Quantronix has a duty of confidentiality, including materials describing or relating to the business affairs, policies or procedures of Quantronix or its clients or such third parties; formulas; strategies; methods; processes; computer materials including, but not limited to, source or object codes, data files, computer listings, computer programs, and other computer materials (regardless of the medium in which they are stored); or other information ("Confidential Information"). With respect to such Confidential Information, the undersigned acknowledges and agrees as follows: a) Confidential Information shall be used exclusively in connection with the performance of authorized services by the undersigned or as otherwise expressly authorized by Quantronix. b) The undersigned will hold Confidential Information in strict confidence and will not, nor will it permit any agent, servant or employee to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose Confidential Information to any person, firm or corporation, including any partner or employee of Quantronix who does not have a need to know the Confidential Information. c) Upon the termination of the services to be performed by the undersigned (or earlier if requested by Quantronix), the undersigned shall return to Quantronix all copies of documents, papers or other material relating to Quantronix or obtained or developed in

the course of performing services for Quantronix, or containing or derived from Confidential Information, which are in the undersigned's possession, together, if requested by Quantronix, with a certificate signed by the undersigned, in form and substance satisfactory to Quantronix, to the effect that all such Confidential Information has been returned. d) The undersigned hereby irrevocably assigns to Quantronix, its successors and assigns, and Quantronix shall have, exclusive ownership rights, including, without limitation, all patent, copyright and trade secret rights, with respect to any work including, but not limited to, any invention, discoveries, concepts, ideas or information, conceived by the undersigned in the course of rendering services to Quantronix, and all documents, data and other information of any kind including, incorporating, based upon or derived from the foregoing, including reports and notes prepared by the undersigned. Such work produced will be the property of Quantronix, shall be considered a work made for hire and may not be used by the undersigned for any purposes other than the benefit of Quantronix. Any and all such property and material containing such property shall be delivered forthwith to Quantronix, on request and in any event at the termination of the undersigned's work for Quantronix, and no copies thereof shall be retained by the undersigned unless the prior written consent of Quantronix to establish, protect or confirm Quantronix's exclusive rights in such work or to enable it to transfer legal title together with any patents that may be issued. A certificate evidencing compliance with this provision shall, if requested, be provided to Quantronix.

IV. Restrictions on Competition and Restrictive Covenant

a) The undersigned agrees that he/she will not accept employment or render services directly or indirectly to CLIENT (except through Quantronix during the term of this agreement and any renewals thereof) and for a period of Eighteen Months (18) following the termination of the contracted services of the Undersigned tendered under this agreement. b) The undersigned shall not, directly or indirectly, enter into in any manner, take part in, or lend undersigned's name, counsel or provide assistance to any venture, enterprise, business or endeavor, either as a proprietor, principal, investor, partner, director, officer, employee, consultant, advisor, agent, independent contractor in any capacity whatsoever, directly or indirectly, to CLIENT during the term of this agreement and any renewals thereof, and for a period of Eighteen Months (18) following the termination of the services of the undersigned provided under this agreement. c) During the term of this Agreement and any renewals thereof, and for Eighteen months (18) after the expiration of the initial and/or renewal periods, the undersigned agrees that he/she will pay Quantronix a Finder's Fee of $ 25,000 (Twenty Five

Thousand dollars) if he/she accepts employment with any client to whom he/she has been introduced to by Quantronix, or with

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any client for whom he/she has performed services on behalf of Quantronix. The undersigned further agrees that the finder's fee shall be paid immediately upon commencement of his/her employment with the client. In the event the fee is not paid within 5 business days of commencement of his/her employment, the undersigned agrees to be responsible for paying all expenses incurred by Quantronixs in collecting the finders fee, as well as all expenses incurred in seeking injunctive relief, damages or any other expenditures, including collection costs, legal expenses, reasonable attorneys' fees and court costs. This provision may be waived only on a case-by-case basis in writing by an executive officer of QUANTRONIX, in its sole discretion, PRIOR to the undersigned taking the action for which waiver is sought.

V. Cooperation
The undersigned agrees to provide any assistance necessary to Quantronix in investigating any illegal or fraudulent activities, security breaches or, similar situations.

VI. Other Responsibilities

The undersigned agrees to perform his services diligently and to use his best efforts to meet the needs and requirements of CLIENT, to promote the image of Quantronix, and to increase the good reputation which Quantronix enjoys to the end that Quantronix may derive the greatest profit.

VII. Prohibited Activities

The undersigned agrees that he/she shall not directly or indirectly, individually or as an employee, partner, officer, director, stockholder or in any other capacity whatsoever of any person, firm, partnership or corporation in any way , without the written consent of Quantronix, perform or engage in the activities or services listed below, in items (a) through (d), in any capacity, with respect to any current or past client of Quantronix for whom the Undersigned has provided consulting services on behalf of Quantronix. These activities or services include: (a) Influencing or attempting to influence CLIENT to transfer its business or patronage from Quantronix to any other company or person. (b) Disclosing to any individual entity the names, addresses or requirements of, or other confidential or proprietary information, or trade secrets relating, to CLIENT, the prices charged to CLIENT or the practices used in servicing CLIENT. (c) In any other manner interfering with, disrupting or attempting to disrupt the relationship, contractual or otherwise, between

Quantronix and CLIENT.

(d)

Influencing or attempting to influence any of the employees Quantronix or the employees of CLIENT to

terminate or otherwise alter their employment relationship.

Disclosure of employees rate of pay or other emoluments (e)

Disclosing to CLIENT's employees or other consultants working at the client site, the rate of pay and other emoluments and benefits provided to you by your employer. Such a disclosure is grounds for immediate dismissal at Quantronix's discretion, and will result in delays or withholding of any funds due to you and your employer. The prohibited activities clause will remain in effect during the term of this Agreement, and for a period of 3 YEARS after termination of this Agreement, whether voluntarily or involuntarily.

VIII. Warranties
(a) The undersigned represents and warrants that he/she shall not code or introduce any virus or similar item (Virus) into the systems used to provide the Services. The undersigned shall use commercially reasonable efforts at no additional charge to assist Quantronix Inc and Its Clients in reducing the effects of any Virus that is coded or introduced into the systems and, if the Virus causes a loss of operational efficiency or loss of data, to assist Quantronix Inc and Its Clients to the same extent to mitigate and restore such efficiency or loss. Virus shall include any computer code (1) intentionally designed to disrupt, disable, harm, or otherwise impede in any manner, including aesthetical disruptions or distortions, the operation of the systems, including hardware and software, or (2) that could disable the system, including hardware and software, or in any way impair its operation based on the elapsing of a period of time, advancement to a particular date, or other similar occurrence. (b) The undersigned represents and warrants that he shall not insert into the system any Disabling Code. The undersigned further represents and warrants that, with respect to any Disabling Code that may be part of the system, he shall not invoke or cause to be invoked such Disabling Code at any time, including upon expiration or termination of this Agreement for any reason, without Quantronix Inc and Its Clients prior written consent. Disabling Code shall mean any code or programming that would have the effect of disabling, impairing, or otherwise disrupting all or any portion of the Services or system including hardware and software, or that would provide unauthorized access to Quantronix Inc and Its Clients Software or Equipment in such manner as to permit such disabling, impairment, or disruption. (c) The undersigned represents, warrants and covenants that any computer software Work Product he delivers pursuant to this

Agreement shall be fully "Year 2000" capable, such capabilities being defined as (i) the ability of the Work Product to manage and manipulate data involving dates, including single-century formulas and multi-century formulas, and that a subsequent abnormally ending scenario within the Work Product or the generation of incorrect values involving such dates will not occur; (ii) the assurance that all date-related user interface functionalities and data fields include the indication of century; and (iii) the assurance that all date-related functions will include the indication of century.

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