This Agreement is between Cellular Magnetics, an Arizona corporation, (hereinafter referred to as the
"Company"), and Jerry W. Tooley (hereinafter referred to as "Employee").
1. Engagement. The Company hereby engages the Employee and the Employee hereby accepts engagement
upon the terms and conditions hereinafter set forth. Employee's compensation set forth herein shall be subject to
all applicable federal or state tax withholding provisions.
2. Term. Subject to the provisions for termination as hereafter provided,
the term of this Agreement shall be for a period of thirty-six (36) months commencing on October 15, 1996. The
parties hereby acknowledge and agree it is their intent that: (a) any extension or renewal of this Agreement shall
be concluded at least Three (3) months prior to the expiration date of the initial thirty-six (36) months term and
Three (3) months prior to the expiration date of any subsequent extension or renewal term hereof; and (b) absent
mutual agreement to the contrary, the failure to conclude such extension or renewal by the dates indicated shall be
deemed notice to the Company and the Employee that the Agreement shall not be extended.
3. Duties. The Employee shall be the President of the Company. As such, the Employee shall, during the term of
this Agreement, perform the responsibilities and duties, exercise the powers and follow the instructions which
from time to time may be lawfully assigned to or vested in him by the Board of Directors of the Company. It is
agreed that during the term of this Agreement, and for so long as no Event of Default has occurred hereunder, the
Employee will not accept an officership or directorship, participate in the operation or management of or act as
an Employee to any other company, which is in the same line of business as or in competition with the Company
unless it be a company either owned or controlled by the Company, without the prior written consent of the
Board of Directors of the