CORPORATE OFFICER EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made between MAGELLAN FILMED ENTERTAINMENT,
INC. as Employer and XXXXXXX X. XXXXXXX, as an officer of MAGELLAN FILMED
ENTERTAINMENT, INC., effective October 1, 2000. The terms and conditions of this
Agreement are stated below.
I. EMPLOYMENT PROVISION.
----------------------
1.) EMPLOYMENT POSITIONS; RESPONSIBILITY, DUTIES AND AUTHORITY. This
----------------------------------------------------------------
Corporate Officer Employment Agreement is made and entered into between MAGELLAN
FILMED ENTERTAINMENT, INC., a corporation organized under the laws of the State
of Nevada, hereinafter referred to as "Corporation" or "Employer" and XXXXXXX X.
XXXXXXX, President and Chief Executive Officer of the Corporation, hereinafter
referred to as "Xxxxxxx" or "Employee" The Corporation and Xxxxxxx each agree
that the Corporation shall employ Xxxxxxx as the President and Chief Executive
Officer and Xxxxxxx shall perform the responsibilities and duties of, and shall
have the full authority of the officer position of President and Chief Executive
Officer of the Corporation for the term stated in Section II of this Agreement,
unless sooner terminated pursuant to the provisions of Section VIII of this
Agreement.
2.) RESPONSIBILITIES, DUTIES AND AUTHORITY OF XXXXXXX. Xxxxxxx shall have
-----------------------------------------------------
such responsibilities and duties and authority as determined from time to time
by the Board of Directors of the Corporation, as provided in the corporate
bylaws.
II. TERM OF THIS AGREEMENT
-------------------------
This Agreement shall have a term of three (3) years beginning October 1, 2000,
and shall end September 30, 2003, unless sooner terminated pursuant to the
provisions of Section VIII of this Agreement.
III. ALLOCATION OF TIME
--------------------
Xxxxxxx shall devote as much time, in his judgment, as necessary to perform his
duties and responsibilities described in Section I(2) of this Agreement.
Xxxxxxx xxx engage for his own account, or for the account of others, in other
business ventures for which the Corporation shall not be entitled to any
interest.
139
IV. COMPENSATION.
-------------
1.) BASIC SALARY. As consideration for all services to be rendered by
--------------
Xxxxxxx to the Corporation, Xxxxxxx shall be paid the following listed annual
salary amounts per year as follows:
First Year -- 10/01/00 - 09/30/01 -- $120,000.00
Second Year -- 10/01/01 - 09/30/02 -- $150,000.00
Third Year -- 10/01/02 - 09/30/03 -- $180,000.00
2.) REGULAR ANNUAL BONUSES. Each year Xxxxxxx shall be entitled to an annual
-----------------------
bonus based on cash flow from operations of the Corporation and its subsidiaries
at the end of each fiscal year before deduction of corporate income taxes as
determined by Generally Accepted Accounting Principles ("GAAP") for the fiscal
years ending December 31, 2001, December 31, 2002 and December 31, 2003 even
though the bonus due December 31, 2003 shall come three months after expiration
of this Agreement. The bonus shall be calculated as follows:
Bonus % Applicable
Pre-Tax Operating To Each Layer or
Cash Flow Portion Thereof
--------- ---------------
First $250,000 5%
Next $250,000 4%
Next $250,000 3%
Next $250,000 2%
Amounts over $1 million 1%
In the event this Agreement is terminated as provided for in Section VIII of
this Agreement "Termination of Xxxxxxx' Employment", Xxxxxxx shall be entitled
to a bonus through the Effective Date of Xxxxxxx' Employment Termination as
defined in Section VIII (3) of this Agreement. Such "Termination Bonus" shall
be calculated on the same basis as outlined in Section IV (2) of this Agreement
and shall be due and payable on the Effective Date of Xxxxxxx' Employment
Termination as set forth in Section VIII (3) of this Agreement.
3.) PAYMENTS OF SALARY AND BONUSES.
-----------------------------------
A. SALARY. The annual salary provided for in Section IV (1) shall be due and
-------
payable in monthly installments by the Corporation at the beginning of each
month on the first business day of each month, which shall be established by
this Agreement as the regular payday.
140
B. BONUS. The annual bonus provided for in Section IV(2) shall be due and
------
owing as of the last day of the Corporate fiscal year and shall be payable
within forty-five (45) days from the last day of the corporate fiscal year.
C. ACCRUALS OF UNPAID SALARY AND BONUSES--WHEN PAID.
-------------------------------------------------------
(1.) SALARIES. In the event the Corporation's cash position is insufficient
---------
to pay salary and bonuses when due under this Agreement, any salary payments and
bonus payments not paid by the Corporation when due shall accrue as a corporate
debt payable to Xxxxxxx, and shall be paid as soon as possible by the
Corporation and in any event, accrued salary shall be paid to the fullest extent
possible whenever a payroll is disbursed to other employees of the Corporation.
(2.) BONUSES. Any bonus not paid when due shall accrue as a corporate debt
--------
payable to Xxxxxxx and shall be paid to the fullest extent possible whenever any
bonus is disbursed to other employees of the Corporation.
(3.) DEDUCTIONS FROM COMPENSATION. Corporation shall have the right and
------------------------------
responsibility to deduct all federal, state and local government taxes and other
charges as are now in effect, if any, or which may hereafter be enacted or
required by applicable government laws and regulations, if any, required as
deductions from compensation of Xxxxxxx as an employee.
(4.) STOCK AS PAYMENT. Xxxxxxx xxx elect in his absolute discretion, to
-------------------
receive common shares of the Corporation in payment of salary amounts, in excess
of $10,000 each month and/or for any salary payments and bonus payments not paid
by the Corporation when due and accrued as a corporate debt payable to Xxxxxxx
as described in Section IV (3) C (1) and (2) of this Agreement. The value of
any shares issued by the Corporation under this provision of this Agreement
shall be based on the closing bid price of the common shares as reported on the
OTC Bulletin Board or other generally recognized listing agency on the date the
Corporation receives notice from Xxxxxxx. In the event the Corporation issues
restricted shares under this provision such published per share trade price
shall be discounted forty percent (40%).
(5.) PAST DUE UNPAID SALARY AND BONUSES. Xxxxxxx and the Corporation agree
-----------------------------------
to negotiate in good faith settlement of any accrued unpaid salary and bonuses
provided for in Section IV (3) C (1) and (2) of this Agreement. Xxxxxxx and the
Corporation further agree that any salary and bonus payments due and unpaid
141
which remain unpaid for a period of 120 days from the date such payment was due,
without a settlement mutually agreeable to the parties, shall constitute a
breach of this Agreement. Remedies available in the event of Breach of this
Agreement are set forth in Section XIII of this Agreement.
V. EMPLOYMENT BENEFITS IN ADDITION TO COMPENSATION.
-----------------------------------------------------
1.) PARTICIPATION IN EXISTING COMPANY BENEFIT PROGRAMS.
--------------------------------------------------------
A. MEDICAL AND HEALTH CARE BENEFIT PROGRAM. Xxxxxxx, as an executive
---------------------------------------------
employee shall be entitled to receive and shall receive all medical and health
care benefits provided by Employer to its executive employees. Such benefits
shall be paid for by the Employer for Xxxxxxx and for Charles's dependents, if
any, on the terms and provisions provided in the medical and health care benefit
plan; however, if for any reason Xxxxxxx cannot qualify for the current medical
and health care benefits or if the Corporation has no such plan, then Xxxxxxx
shall be entitled to obtain medical and health care benefits coverage from
whatever source is available and the Employer shall pay the premium charges for
that coverage as an executive employee benefit for Xxxxxxx.
B. VACATION AND HOLIDAY BENEFITS. Xxxxxxx shall be entitled to have a paid
------------------------------
vacation for forty-five (45) days each calendar year; plus all paid holidays
observed by the Employer. Xxxxxxx shall use reasonable care in scheduling the
vacation time so as to not interfere unreasonably with Employer's business, and
Xxxxxxx' performance of his responsibilities and duties.
2.) STOCK OPTIONS.The Corporation hereby grants Xxxxxxx the option to
---------------
purchase up to 1,000,000 common shares of the Corporation's capital stock at
$0.10 per share exercisable at any time and expiring five years from the
effective date of this Agreement. These options shall not be cancelled in the
event this Employment Agreement expires or is otherwise terminated. This
provision shall survive the term of this Agreement. The Corporation intends to
adopt a Stock Incentive Plan. Except as otherwise provided herein, these stock
options shall be governed by the terms and conditions set forth in the
Corporation's Stock Incentive Plan.
3.) MEMBERSHIP IN SOCIAL AND ATHLETIC CLUB. Xxxxxxx shall be entitled to
-------------------------------------------
membership in the Washington Athletic Club ("WAC") or other club comparable to
that of the WAC during the term of this Agreement. The Corporation shall pay
all regular dues. Other charges to the account shall be paid to the extent that
such charges relate to athletic and/or exercise programs designed to maintain or
improve the well-being of Xxxxxxx and expenses such as business meetings etc.
relating to Charles's performance as an officer of the Corporation.
4.) PARTICIPATION IN OTHER EMPLOYMENT BENEFITS. Xxxxxxx shall be entitled
---------------------------------------------
142
to receive all other benefits and conditions of employment which may become
available to all other executives of the corporation, including by way of
illustration, but not limited to, any life insurance benefits, any disability
income continuation and any profit sharing and any retirement income plans of
any kind, whether qualified or non-qualified, whether pre-funded or not, if any
are established after the inception date of this Agreement, and before it
expires pursuant to Section II or sooner terminated pursuant to Section VIII of
this Agreement
5.) DEATH BENEFIT. In the event of Charles's death at a time before this
---------------
Agreement has expired under Section II, or sooner terminated under Section VIII
of this Agreement, the Corporation shall pay to Charles's surviving spouse a
death benefit payable as the regular payday on the same month on the same day
established in Section IV.3.A in the full amount which would otherwise be paid
to Xxxxxxx as salary, if Xxxxxxx were living, for a period of six months
beginning with the first regular payday date after Charles's death.
VI. EXPENSE REIMBURSEMENT AND AUTOMOBILE EXPENSE ALLOWANCE.
------------------------------------------------------------
1.) EXPENSE REIMBURSEMENT, GENERALLY. Xxxxxxx will be reimbursed in
-----------------------------------
accordance with the Employer's company policies for traveling, entertainment and
any other expenses reasonably incurred and related to the performance of
Charles's duties and responsibilities on behalf of Employer.
2.) AUTOMOBILE ALLOWANCE PLUS EXPENSES. In addition, Xxxxxxx shall receive
-------------------------------------
$750.00 per month for automobile expense allowance for use of his automobile in
business, plus additional reimbursement for insurance, servicing and operation
of his automobile in business. This allowance shall be reviewed each anniversary
date of this Agreement for adequacy and shall be increased for the following
year by the amount Charles's expenses exceed the allowance, subject to approval
by the Corporation's Board of Directors.
VII. DISABILITY COMPENSATION.
-------------------------
1.) If Xxxxxxx becomes disabled at any time, and for any number of times,
due to any cause so that he is physically unable to perform his ordinary duties
and responsibilities of President and Chief Executive Officer, pursuant to this
Agreement, for a period of thirty (30) days, then Xxxxxxx shall be entitled to
receive, in lieu of salary, an amount equal to his salary, payable at the same
time and in the same manner as Charles's salary is paid provided however, that
this benefit shall be limited to not more than a total of twelve months during
the term of the Agreement, regardless of the number or duration of each
disability.
2.) Xxxxxxx' entitlement to disability income pursuant to this Section VII
shall begin and end as determined by a certificate issued by a qualified M.D. or
D.O. licensed by the State of Washington to practice in this state. The
certificate shall state in substance that XXXXXXX X. XXXXXXX was determined to
be disabled and unable to perform the ordinary and usual duties of' President
and CEO of Magellan Filmed Entertainment, beginning with [date] - and Charles's
-----
disability continues as of this [date]. Such a certificate shall be submitted
-----
every three (3) months beginning with the date of disability and continuing
thereafter until Charles's disability ends and he is able to return to work full
time or his disability compensation benefit has been fully used, whichever
occurs first.
VIII. TERMINATION OF XXXXXXX'EMPLOYMENT.
-----------------------------------
1.) TERMINATION BY THE CORPORATION. Charles's employment as President and
---------------------------------
Chief Executive Officer may be terminated by the Board of Directors of the
Corporation with or without cause, after receipt by Xxxxxxx of written notice
received at least ninety (90) days in advance of the employment termination date
set by the Board of Directors, PROVIDED THAT all terms and provisions of Section
VIII.2, stated below are met. Such notice ("Notice") shall be sent pursuant to
Section XII, below. The termination of Charles's employment shall be effective
as stated in Section VIII.3, below.
2.) TERMS AND PROVISIONS OF TERMINATION OF CHARLES'S EMPLOYMENT.Regardless
--------------------------------------------------------------
of the reasons or purpose of the termination of Charles's Employment, the
Corporation shall not and may not terminate Charles's employment as President
and Chief Executive Officer unless and until the Corporation has fully arranged
for and commenced performance of the following:
A. Offer in writing by the Corporation, approved by the Board of Directors
to purchase all shares of stock of the Corporation directly or beneficially
owned by XXXXXXX X. XXXXXXX for cash at least thirty (30) days prior to the
proposed termination date of Xxxxxxx' employment, at the then existing market
price based on the average published closing trade price for the five (5)
business days prior to the date of Notice referred to in Section VIII (1) above.
Xxxxxxx xxx elect in his absolute discretion to waive this provision, VIII 2.)
A., by notifying the Corporation in writing.
B. Payment, in cash, by the Corporation of all sums then due and owing, if
any, as compensation, pursuant to Section IV, Compensation, and/or Section VII,
Disability Compensation, of this Employment Agreement.
143
C. Payment, in cash, by the Corporation of all sums then due and owing, if
any, pursuant to Section VI, Reimbursement, of the Employment Agreement.
D. Payment, in cash, by the Corporation for buyout of Remainder of the
Employment Agreement at the rate of fifty percent (50%) of the regular salary in
effect under Section IV, above, of this Agreement.
3.) EFFECTIVE DATE OF CHARLES'S EMPLOYMENT TERMINATION, The effective date
-----------------------------------------------------
of Charles's employment termination pursuant to Section VIII of this Agreement
shall be the latest of the following dates:
A. The date of Charles's employment termination provided for in the written
notice of his employment termination;
B. The Ninety-first (91st) day after receipt by Xxxxxxx of the written
notice of his employment termination;
C. The date of fulfillment of all the terms and provisions of Part VIII.
(2), above, entitled Terms and Provisions of Termination of Charles's Employment
by the Corporation.
IX. PROPERTY RIGHTS
.
1.) INTELLECTUAL PROPERTY RIGHTS. All rights, title and interest of every
-------------------------------
kind and nature whatsoever, in and to any intellectual property, including any
inventions, patents, trademarks, copyrights, films, scripts, ideas, creations
and properties invented, created, written, developed, furnished, produced or
disclosed by Xxxxxxx in the course of rendering his services to the Corporation
under this Agreement shall, as between the parties hereto, be and remain the
sole and exclusive property of the Corporation for any and all purposes and uses
whatsoever, and Xxxxxxx shall have no right, title or interest of any kind or
nature therein or thereto, or in and to any results and proceeds therefrom.
2.) RETURN OF ALL OF THE CORPORATION'S PROPERTY. Upon termination of this
-----------------------------------------------
Agreement, regardless of how termination may be effected or whenever requested
by the Corporation, Xxxxxxx shall immediately turn over to the Corporation all
of the Corporation's property, including all items used by Xxxxxxx in rendering
services hereunder or otherwise, that may be in Charles's possession or under
his control.
X. CONFIDENTIALITY AND NON-DISCLOSURE OF INFORMATION.
1.) DURING EMPLOYMENT.Xxxxxxx agrees that during the entire term of his
-------------------
employment as an executive officer by this Corporation, he will not disclose to
any other person, partnership, company or corporation any confidential
information about this Corporation or its related corporations, or the business
144
activities or interests of this Corporation or its related corporations,
including, but not limited to, the following which is agreed as between the
parties to be confidential information: customer data, customer lists, sales
figures, sales projections, estimates of any kind, sales proposals, price lists,
accounting procedures, any and all accounting records, any technology and
applications of technology, developed by the Corporation before or during his
employment, EXCEPTsuch disclosure as is for the benefit of or the furthering of
------
the intent of the Corporation, or is expressly disclosed as part of the
--
performance of his duties and responsibilities as President and Chief Executive
Officer.
2.) SURRENDER OF ALL CONFIDENTIAL INFORMATION ON TERMINATION OF
------------------------------------------------------------------
EMPLOYMENT.Xxxxxxx agrees at the time his employment with the Corporation
----
terminates, to turn over to the Corporation any and all confidential information
which may be in his possession, including any and all copies thereof, except
that one copy of such information may be retained in Xxxxxxx' confidential legal
files for record keeping purposes only.
3.) FOLLOWING TERMINATION OF EMPLOYMENT. Xxxxxxx agrees that following the
--------------------------------------
termination of his employment with the Corporation, he will not disclose any
confidential information, as described in Section X(1), above, which he obtained
about the Corporation at any time or for any purpose.
XI. NON-COMPETITION AFTER TERMINATION OF EMPLOYMENT.
----------------------------------------------------
1.) NON-COMPETITION PERIOD--DURATION AND GEOGRAPHIC SCOPE. Xxxxxxx and the
--------------------------------------------------------
Corporation recognize and acknowledge that in his employment as President and
Chief Executive Officer, he will become familiar with all of the Corporation's
products and all of the geographic areas throughout the United States and Canada
in which the Corporation already has made marketing efforts and sales of
products and services, and he will become knowledgeable about present and future
marketing proposals and plans for those products and services in those
geographic areas. Xxxxxxx agrees, as part of the consideration for this
Employment Agreement that Xxxxxxx will not engage directly or indirectly in the
business of manufacture or sale of any products or services which compete with
the products or services provided by the Corporation or its related corporations
for a period of two (2) years within the geographic limits of any state of the
United States, or any province of Canada. The parties agree that the phrase
"engage directly or indirectly in the business of manufacture or sale of any
products or services which compete with the products or services of the
Corporation or its related Corporations" shall include any situation or
circumstance in which Xxxxxxx shall be owner, partner, officer, director or
shareholder of a corporation, or agent or employee or consultant of any business
entity engaged or about to become engaged in competition with the Corporation.
145
2.) INJUNCTIVE RELIEF FROM COMPETITION BY XXXXXXX.The parties agree that if
-----------------------------------------------
Xxxxxxx were to violate the provisions of Section XI(1), above, the use by
Xxxxxxx of the information he learned while employed by the Corporation could
enable him to engage in basically unfair competition with the Corporation and
its related corporations, and that such competition in violation of Section
XI(1), above, probably would cause irreparable harm to the marketing and sales
success of the Corporation and its related corporations. Therefore, if Xxxxxxx
violates Section XI (1), above, the Corporation shall be entitled to obtain a
temporary restraining order without delay, and proceed to obtain a preliminary
injunction and permanent injunction against such violations by Xxxxxxx and any
person, partnership, company or corporation through which or for which he acts,
directly or indirectly to violate Section XI(1), above.
XII. NOTICES.
--------
1.) HOW SENT OR DELIVERED.Any notices sent by any party which is intended to
----------------------
give written notice required by this Employment Agreement shall be sent or
delivered by sender to the intended recipient by one or more of the following
methods:
A. By certified mail, return receipt requested, postage prepaid, to the last
known address of the intended recipient; or
B. By delivery personally to the intended recipient.
2.) EFFECTIVE DATE OF NOTICE. If a written notice is sent or delivered by
----------------------------
either of the above methods, then the effective date of the notice for purposes
of considering it to have been received by the intended recipient shall be the
earliest of the following:
A. If by certified mail, return receipt requested, which is delivered, then
or on the date the recipient, or anyone signing for the recipient, signed the
return receipt;
B. If by certified mail, return receipt requested, which is not delivered,
then on the date five business days after the date the notice was sent;
C. If by personal delivery to the intended recipient, then on the date the
written notice was delivered personally to the recipient.
3.) PROOF OF DELIVERY OF NOTICE.
--------------------------------
A. CERTIFIED MAIL, RETURN RECEIPT REQUESTED. If the written notice was sent
------------------------------------------
by certified mail, return receipt requested, proof of sending may be shown by
the U.S. Post Office receipt for the certified mail, return receipt requested
and proof of delivery may be shown by the signed returned receipt and proof of
146
attempted delivery sufficient for effective date of notice without delivery may
be shown by the returned envelope with U.S. Post Office notations showing
attempted delivery dates and notices to the intended recipient.
B. PERSONAL DELIVERY. Personal delivery of a written notice may be shown by
------------------
a signature of the intended recipient on a copy of the notice, together with the
legend on the copy of the notice which will read, "Received," with the date
received noted thereafter. Personal delivery may also be shown by a sworn
statement of the person who delivered the notice, stating that the notice was
delivered to the recipient or representative of recipient on the date of
delivery, and attaching a copy of the notice, with reference in the sworn
statement to the attached copy of the notice.
XIII. REMEDIES AVAILABLE IN EVENT OF BREACH OF AGREEMENT; VENUE.
------------------------------------------------------------------
In the event that any party breaches this Employment Agreement, the other party
shall have the right to pursue any remedies available to the party claiming
breach, including, but not limited to damages, injunctive relief and declaratory
judgment, which may be available under the laws of the State of Washington. The
parties agree that any claims shall be brought in the appropriate court(s)
located in King County, Washington, which may have jurisdiction pursuant to
Washington Law.
XIV. APPLICABLE LAW
This Employment Agreement shall be construed and interpreted and enforceable
pursuant to the laws of the State of Washington.
147
XV. ENTIRE AGREEMENT.
------------------
This Employment Agreement states the entire agreement between the parties with
respect to the employment of Xxxxxxx by the Corporation. This Agreement cannot
be modified by any oral agreement or course of conduct by either or both parties
and any attempt at such modification shall be null and void. This Agreement may
be modified only by a written document signed by each party.
Effective as of the 1st day of October 2000.
EXECUTIVE OFFICER:
S/Xxxxxxx X. Xxxxxxx
---------------------
Xxxxxxx X. Xxxxxxx
THE CORPORATION:
Magellan Filmed Entertainment
By: S/Xxxxxxxx X. Xxxxxx
------------------------
I certify that I know or have satisfactory evidence that
is the person who appeared before me, and said person acknowledged that he/she
signed this instrument and acknowledged it to be his/her free and voluntary act
for the uses and purposes mentioned in instrument.
DATED:
S/Xxxxxxx X. Xxxxx
--------------------------
Xxxxxxx X. Xxxxx - Notary Public
My commission expires:
148
EXHIBIT "A"
Outline of General Terms and Conditions to Employment Agreements of Executives
Xxxxxxx X. Xxxxxxx:
---------------------
POSITIONS, RESPONSIBILITY, DUTIES AND AUTHORITY
---------------------------------------------------
President and Chief Executive Officer
TERM OF AGREEMENT
-------------------
Three (3) years beginning October 1, 2000.
OUTSIDE ACTIVITIES
-------------------
Employee may engage in any other non-competitive activities. Time devoted to
employer shall be "as considered necessary".
COMPENSATION
------------
1. Base Salary - First Year $120,000
- Second year $150,000
- Third Year $180,000
Payable monthly at the beginning of the month. Employee may elect to receive
stock in payment of salary amounts in excess of $10,000 each month. Restricted
stock shall be discounted up to 40% of trade price on the day the Company
receives notice from employee.
2. Regular Annual Bonuses
Annual bonus shall be based on pre-tax cash flow from operations as determined
by Generally Accepted / Accounting Principles ("GAAP") for the fiscal years
ending 12/31/2001, 12/31/02 and 12/31/03.
Bonus For
Amounts Each Layer
------- -----------
$1.00 - $250,000 5%
$250,001 - $500,000 4%
$500,001 - $750,000 3%
$750,001 - $1,000,000 2%
$1,000,001 and over 1%
Bonus shall be payable within 45 days following the Company's fiscal year end.
Benefits
--------
1. Medical and health care program or, if none, a monthly cash premium
--------------------------
payment allowance.
149
2. Vacation and Holiday Benefits
--------------------------------
45 days vacation
All paid holidays observed by employer
3. Other Employment Benefits which become available to the Executives of the
-------------------------
Company
4. Death Benefits up to six months salary payable to the estate.
---------------
Expense Reimbursement, Automobile Allowance and Club Dues
---------------------------------------------------------------
- Out-of-pocket expenses reasonable to the performance of duties
- Automobile allowance of $750 per month payable the first of each month,
plus incurred operating expenses
- Club dues, membership in the Washington Athletic Club
DISABILITY COMPENSATION
------------------------
Up to six months salary based on certificate of a qualified M.D. or D.O.
licensed by the State of Washington to practice in this state.
STOCK OPTIONS
--------------
Immediate options on 1,000,000 common shares based on $0.10 per share
exercisable within 5 years.
Options will not be cancelled in the event the employment agreement is
terminated before the option expiration date. Other terms and conditions will
follow the Company's Stock Incentive Plan when such plan is adopted by the
Company.
150
