This Agreement is between Particle Interconnect Corporation, a Colorado corporation, hereinafter referred to as
the "Company," and Steven D. Clark, President, 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 hereinafter provided, the term of this Agreement shall be for
a period of Thirty-Six (36) months commencing on October 22, 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.
At the end of one (1) year the Board of Directors shall review the Employee's performance and upon their
determination of satisfactory performance, Employee shall be eligible for appointment as Chief Executive Officer
of the Company.
3. Duties. The Employee shall be the President of the Company. As Employee, 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, the Employee will not accept an officership or directorship,
participate in the operation or management of or act as a Employee to any other company, which is in t