Exhibit 10.10


    

      Exhibit
        10.10

      


      EMPLOYMENT
        AGREEMENT

      This
        EMPLOYMENT AGREEMENT (“Agreement”), effective as of January 25, 2006 by and
        between AMS Health Sciences, Inc., an Oklahoma corporation (the “Company”), and
        Jerry Grizzle (“Executive”) is set forth below.

       

      IN
        CONSIDERATION of the premises and the mutual covenants set forth below, the
        parties hereby agree as follows:

       

      1. Employment.
        The
        Company hereby agrees to employ Executive as its President and Chief Executive
        Officer and Executive hereby accepts such employment, on the terms and
        conditions set forth in this Agreement.

       

      2. Term.
        The
        period of employment of Executive by the Company under this Agreement (the
        “Initial Term”) shall commence on January 25, 2006 (the “Commencement Date”) and
        subject to termination as provided herein, shall continue through January
        24,
        2008; provided that this Agreement shall be automatically renewed for two
        (2)
        successive one (1) year terms (the “Extended Terms”) unless either party elects
        not to renew this Agreement by delivering written notice of its election
        to the
        other party no later than thirty (30) days prior to the end of the current
        term.
        The Initial Term and the Extended Terms, if any, shall collectively constitute
        the “Employment Period.” The Employment Period may be terminated before the end
        of the Initial Term or the Extended Terms, if any, in accordance with Section
        6
        of this Agreement.

       

      3. Position
        and Duties.
        During
        the Employment Period, Executive shall report directly to the Company’s board of
        directors (the “Board”). Executive shall have those powers and duties normally
        associated with the position of a Chairman of the Board, President and Chief
        Executive Officer. Executive shall devote substantially all of his working
        time,
        attention and energies (other than absences due to illness or vacation) to
        the
        performance of his duties for the Company. Notwithstanding the above, Executive
        shall be permitted, to the extent such activities do not interfere with the
        performance by Executive of his duties and responsibilities under this Agreement
        or violate Sections 9(a), (b) or (c) of this Agreement, to (i) serve on civic
        or
        charitable boards or committees and (ii) serve on the board of directors
        or
        other similar governing body of any other corporation or other business entity
        or trade organization.

       

      4. Place
        of Performance.
        The
        principal place of employment and performance of duties by Executive shall
        be at
        the Company’s principal executive offices in Oklahoma City, Oklahoma.


       

      5. Compensation
        and Related Matters.

       

      (a) Base
        Salary.
        Executive’s base salary shall be $150,000 for the first year of the Initial Term
        and $200,000 for the second year of the Initial Term (each, the “Base Salary”),
        and be paid in accordance with the Company’s customary payroll practices.
        Executive’s Base Salary after the Initial Term shall be $250,000 per year.
        Unless otherwise agreed to by Executive, Executive’s Base Salary shall be
        subject to increase, but not decrease, pursuant to annual review by and in
        the
        discretion of the Board or on about the end of anniversaries of the Commencement
        Date. Such increased Base Salary shall then constitute the Base Salary for
        all
        purposes of this Agreement. 

       

      (b) The
        Company shall pay the Executive a one time incentive bonus contingent upon
        meeting certain performance goals, as follows: (i) $50,000 in the event the
        Company’s common stock, over any twenty (20) consecutive trading days, is $3.75
        or more bid; (ii) $50,000 in the event that the Company has profitable quarterly
        earnings, inclusive of the bonus contemplated herein, in any fiscal quarter
        during the first eighteen (18) months of Executive’s employment with the Company
        and (iii) $50,000 in the event the Company complies with and maintains its
        American Stock Exchange listing. Such listing must be maintained for at least
        two quarters past the expiration of the listing plan, and the Company must
        also
        meet listing requirements for stock price, independent directors and public
        float. All incentive bonuses shall be paid in cash or Company stock, at the
        Executive’s discretion. 

       

      (c) Stock
        Option.
        The
        Company hereby grants to Executive nonqualified stock options to purchase
        Two
        Hundred Fifty Thousand (250,000) shares of Company common stock at an exercise
        price equal to the closing price of the Company’s common stock on the American
        Stock Exchange on the date of this Agreement. The option will be memorialized
        in
        a stock option agreement in form substantially similar to the nonqualified
        stock
        option 

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      agreements
        generally executed by the Company under its 2003 Stock Incentive Plan.


       

      (d) Expenses.
        The
        Company shall promptly reimburse Executive for all reasonable business expenses,
        including cell phone use, upon the presentation of reasonably itemized
        statements of such expenses in accordance with the Company’s policies and
        procedures now in force or as such policies and procedures may be modified
        with
        respect to executive officers of the Company or, alternatively, as approved
        by
        the Chairman.

       

      (e) Vacation
        And Sick Leave.
        Executive shall be entitled to four (4) weeks vacation per every twelve (12)
        month period of employment hereunder. Allowable carry-over of non-used vacation
        time shall be in line with that of other executives of the Company. Executive
        shall also be entitled to leaves for illness or other incapacitation as is
        consistent with Executive’s title and Employer’s needs for Executive’s services,
        except as otherwise provided for in Section 8(a).

       

      (f) Welfare,
        Pension and Incentive Benefit Plans; Related Benefits.
        During
        the Employment Period, Executive (and his spouse and/or dependents to the
        extent
        provided the applicable plans and programs) shall be entitled to participate
        in
        and be covered under any welfare benefit plans or programs maintained by
        the
        Company from time to time for the benefit of its similarly situated employees
        pursuant to the terms of such plans and programs, including, without limitation,
        any medical, life, hospitalization, dental, disability, accidental death
        and
        dismemberment and other insurance plans and programs. During the Employment
        Period, Executive shall also be eligible to participate in any pension,
        retirement, savings and other employee benefit plans and programs maintained
        from time to time by the Company for the benefit of similarly situated
        employees. 

       

      (g) Company
        Vehicle.
        The
        Company will provide Executive a company vehicle or pay a monthly car allowance,
        equal to the expense incurred by the other Company executives.

       

      6. Termination.
        Executive’s employment under this Agreement may be terminated during the
        Employment Period under the following circumstances: 

       

      (a) Death.
        Executive’s employment under this Agreement shall terminate upon his
        death.

       

      (b) Disability.
        If, as
        a result of Executive’s incapacity due to physical or mental illness, Executive
        shall have been substantially unable to perform his duties under this Agreement
        (with or without reasonable accommodation, as defined under the Americans
        With
        Disabilities Act), for a period of three (3) consecutive months, and the
        Company
        shall have the right to terminate Executive’s employment under this Agreement
        for “Disability”, by providing a thirty (30) day Notice of Termination to
        Executive pursuant to Section 7(a) and such termination in and of itself
        shall
        not be, nor shall it be deemed to be, a breach of this Agreement by the
        Company.

       

      (c) Cause.
        The
        Company shall have the right to terminate Executive’s employment at any time for
        Cause, and such termination in and of itself shall not be, nor shall it be
        deemed to be, a breach of this Agreement by the Company. For purposes of
        this
        Agreement, the Company shall have “Cause” to terminate Executive’s employment
        upon:

       

      (i) an
        act of
        felony dishonesty taken by Executive which results or is intended to result
        in
        improper personal enrichment of Executive and/or expense to the Company;
        or

       

      (ii) Executive’s
        failure to follow a direct, reasonable and lawful written order from the
        Board
        and/or the Chairman, within the reasonable scope of Executive’s
        duties.

       

      Cause
        shall not exist under paragraphs (i) or (ii)) above unless and until the
        Company
        has delivered to Executive a copy of a resolution duly adopted by not less
        than
        three-fourths (3/4ths) of the Board (excluding Executive) at a meeting of
        the
        Board called and held for such purpose finding that in the good faith opinion
        of
        the Board, Executive was guilty of the conduct set forth in paragraphs (i)
        or
        (ii) and specifying the particulars thereof in detail. Upon receipt of the
        board
        resolution, the Executive shall have 15 days to cure, if curable, the “Cause” of
        the board resolution and avoid termination..

       

      (d) Voluntarily.
        Executive and the Company shall have the right to voluntarily terminate
        Executive’s employment under this Agreement. 

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      7. Termination
        Procedure.

       

      8. Notice
        of Termination.
        Any
        termination of Executive’s employment by the Company or by Executive during the
        Employment Period (other than termination due to death pursuant to Section
        6(a))
        shall be communicated by written Notice of Termination to the other party
        in
        accordance with Section 12. For purposes of this Agreement, a “Notice of
        Termination” shall mean a written notice which shall indicate the specific
        termination provision in this Agreement relied upon and shall set forth in
        reasonable detail the facts and circumstances claimed to provide a basis
        for
        termination of Executive’s employment under the provision so
        indicated.

       

      (a) Date
        of Termination.
“Date
        of Termination” shall mean (i) if Executive’s employment is terminated by his
        death, the date of his death, (ii) if Executive’s employment is terminated for
        Disability pursuant to Section 6(b), thirty (30) days after Notice of
        Termination (provided that Executive shall not have returned to the substantial
        performance of his duties on a full-time basis during such thirty (30) day
        period), (iii) if Executive’s employment is terminated for Cause pursuant to
        Section 6(c), the date the Notice of Termination is sent to Executive, which
        in
        the case of Cause under Section 6(c) shall be no less than 15 days after
        Executive’s receipt of the board resolution and shall be subject to an
        opportunity to cure as set forth in Section 6(c), or (iv) if Executive’s
        employment is terminated pursuant to Section 6(d), the date that the Company
        or
        the Executive receives a Notice of Termination from the other or such later
        termination date as is set forth in such Notice of Termination. 

       

      9. Compensation
        Upon Termination or During Disability.
        In the
        event of Executive’s Disability or termination of his employment under this
        Agreement during the Employment Period, the Company shall provide Executive
        with
        the payments and benefits set forth below. Executive acknowledges and agrees
        that the payments set forth in this Section 8, and the other agreements and
        plans referenced in this Agreement, constitute the sole compensation and
        damages
        for termination of his employment during the Employment Period. 

       

      (a) Disability.
        During
        any period that Executive fails to perform his duties under this Agreement
        as a
        result of incapacity due to physical or mental illness (“Disability Period”),
        Executive shall continue to receive his full Base Salary set forth in Section
        5(a) until his employment is terminated pursuant to Section 6(b). In the
        event
        Executive’s employment is terminated for Disability pursuant to Section 6(b):


       

      (i) the
        Company shall pay to Executive (A) his Base Salary and accrued vacation pay
        through the Date of Termination, as soon as practicable following the Date
        of
        Termination, and (B) provide Executive with disability benefits pursuant
        to the
        terms of any Company disability programs; 

       

      (ii) the
        Company shall reimburse Executive pursuant to Section 5(d) for reasonable
        business expenses incurred, but not reimbursed, prior to such termination
        of
        employment; and

       

      (iii) Executive
        shall be entitled to any other rights, compensation and/or benefits as may
        be
        due to Executive following such termination to which he is otherwise entitled
        in
        accordance with the terms and provisions of any plans or programs of the
        Company. 

       

      (b) Termination
        By Company without Cause.
        If
        Executive’s employment is terminated by the Company without Cause: 

       

      (i) the
        Company shall pay to Executive (A) his Base Salary and accrued vacation pay
        through the Date of Termination, as soon as practicable following the Date
        of
        Termination, and (B) Severance Pay, in equal monthly installments or a lump
        sum
        at the Company’s discretion, according to the following schedule: 

      


      
        	
                Length
                  of Employment

                 

              	
                Months
                  of Base Salary existing on Date of Termination

                 

              
	
                1
                  -
                  6 months

                 

              	
                1
                  month

                 

              
	
                7
                  -
                  12 months

                 

              	
                5
                  months

                 

              


      

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      
        	
                13
                  - 24 months

                 

              	
                6
                  months

                 

              
	
                25
                  - 36 months

                 

              	
                12
                  months

                 

              


      

      


      The
        Company shall reimburse Executive pursuant to Section 5(d) for reasonable
        business expenses incurred, but not reimbursed, prior to such termination
        of
        employment; and

      


      (ii) Executive
        shall be entitled to any other rights, compensation and/or benefits as may
        be
        due to Executive following such termination to which he is otherwise entitled
        in
        accordance with the terms and provisions of any plans or programs of the
        Company

       

      (c) Cause,
        Death or Voluntarily By Executive.
        If
        Executive’s employment is terminated by the Company for Cause, due to
        Executive’s death or voluntarily by Executive: 

       

      (i) the
        Company shall pay Executive (or his legal representative or estate) his Base
        Salary and his accrued vacation pay (to the extent required by law or the
        Company’s vacation policy) through the Date of Termination, as soon as
        practicable following the Date of Termination; 

       

      (ii) the
        Company shall reimburse Executive (or his legal representative or estate)
        pursuant to Section 5(d) for reasonable business expenses incurred, but not
        reimbursed, prior to such termination of employment, unless such termination
        resulted from a misappropriation of Company funds; and

       

      (iii) Executive
        (or his legal representative or estate) shall be entitled to any other rights,
        compensation and/or benefits as may be due to Executive following such
        termination to which he is otherwise entitled in accordance with the terms
        and
        provisions of any plans or programs of the Company.

       

      10. Confidential
        Information, Ownership of Documents and Other Items; Non-Solicitation of
        Employees and Business.
        

       

      (a) Confidential
        Information.
        During
        the Employment Period and thereafter, Executive shall hold in a fiduciary
        capacity for the benefit of the Company all trade secrets and confidential
        information, knowledge or data relating to the Company and its businesses
        and
        investments and its affiliates, which shall have been obtained by Executive
        during Executive’s employment by the Company and which is not generally
        available public knowledge (other than by acts by Executive in violation
        of this
        Agreement). Except as may be required or appropriate in connection with his
        carrying out his duties under this Agreement, Executive shall not, without
        the
        prior written consent of the Company or as may otherwise be required by law
        or
        any legal process, or as is necessary in connection with any adversarial
        proceeding against the Company (in which case Executive shall use his reasonable
        best efforts in cooperating with the Company in obtaining a protective order
        against disclosure by a court of competent jurisdiction), communicate or
        divulge
        any such trade secrets, information, knowledge or data to anyone other than
        the
        Company and those designated by the Company or on behalf of the Company in
        the
        furtherance of its business or to perform duties under this
        Agreement.

       

      (b) Removal
        of Documents; Rights to Products; Other Property.
        All
        records, files, drawings, documents, models, equipment, and the like relating
        to
        the Company’s business and its affiliates, which Executive has control over
        shall not be removed from the Company’s premises without its written consent,
        unless such removal is in the furtherance of the Company’s business or is in
        connection with Executive’s carrying out his duties under this Agreement and, if
        so removed, shall be returned to the Company promptly after termination of
        Executive’s employment under this Agreement, or otherwise promptly after removal
        if such removal occurs following termination of employment. Executive shall
        assign to the Company all rights to trade secrets and other products relating
        to
        the Company’s business developed by him alone or in conjunction with others at
        any time while employed by the Company. Executive shall also return to the
        Company all Company-provided vehicles in his possession or control.

       

      (c) Protection
        of Business.
        During
        the Employment Period and until the first anniversary of Executive’s Date of
        Termination (regardless of the reason for termination of employment), the
        

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Executive
        will not, directly or indirectly, on his own behalf or behalf of any third
        party, solicit or attempt to induce any existing customers or accounts of
        the
        Company or its affiliates to cease doing business with the Company or its
        affiliates. During the same time period, Executive will not, directly or
        indirectly, on his own behalf or on behalf of any third party, solicit
        or attempt to induce any employee of the Company to terminate his or her
        employment with the Company to be employed by Executive or a third
        party. 

       

      (d) Injunctive
        Relief. In
        the
        event of a breach or threatened breach of this Section 9, Executive agrees
        that
        the Company shall be entitled to injunctive relief in a court of appropriate
        jurisdiction to remedy any such breach or threatened breach, Executive
        acknowledging that damages would be inadequate and insufficient.

       

      (e) Continuing
        Operation. Except
        as
        specifically provided in this Section 9, the termination of Executive’s
        employment or of this Agreement shall have no effect on the continuing operation
        of this Section 9.

       

      (f) Additional
        Related Agreements. Executive
        agrees to sign and to abide by the provisions of any additional agreements,
        policies or requirements of the Company related to the subject of this Section
        9.

       

      11. Arbitration.
        The
        parties agree that Executive’s employment and this Agreement relate to
        interstate commerce, and that any disputes, claims or controversies between
        Executive and the Company which may arise out of or relate to the Executive’s
        employment relationship or this Agreement shall be settled by arbitration.
        This
        agreement to arbitrate shall survive the termination of this Agreement. Any
        arbitration shall be in accordance with the Rules of the American Arbitration
        Association or another national arbitration service that is mutually agreeable
        to the parties. The arbitration shall be undertaken pursuant to the Federal
        Arbitration Act. Arbitration will be held in Oklahoma City, Oklahoma unless
        the
        parties mutually agree on another location. The decision of the arbitrator(s)
        will be enforceable in any court of competent jurisdiction. The parties agree
        that the arbitrator(s) may allocate administrative and arbitrator fees, the
        parties’ other costs and expenses of arbitration and the parties’ attorneys’
fees and require that such items be paid in any manner in which such item
        would
        have been allocated and ordered to be paid by a court of competent jurisdiction.
        The parties agree that punitive, liquidated or indirect damages shall not
        be
        awarded by the arbitrator(s) unless such damages would have been awarded
        by a
        court of competent jurisdiction. Nothing in this agreement to arbitrate,
        however, shall preclude the Company from obtaining injunctive relief from
        a
        court of competent jurisdiction prohibiting any on-going breaches by Executive
        of this Agreement including, without limitation, violations of Section 9.


       

      12. Successors
        Binding Agreement.

       

      (a) Company’s
        Successors. No
        rights
        or obligations of the Company under this Agreement may be assigned or
        transferred except that the Company will require any successor (whether direct
        or indirect, by purchase, merger, consolidation or otherwise) to all or
        substantially all of the business and/or assets of the Company to expressly
        assume and agree to perform this Agreement in the same manner and to the
        same
        extent that the Company would be required to perform it if no such succession
        had taken place.

       

      (b) Executive’s
        Successors. No
        rights
        or obligations of Executive under this Agreement may be assigned or transferred
        by Executive other than his rights to payments or benefits under this Agreement,
        which may be transferred only by will or the laws of descent and distribution.
        Upon Executive’s death, this Agreement and all rights of Executive under this
        Agreement shall inure to the benefit of and be enforceable by Executive’s
        beneficiary or beneficiaries, personal or legal representatives, or estate,
        to
        the extent any such person succeeds to Executive’s interests under this
        Agreement. Executive shall be entitled to select and change a beneficiary
        or
        beneficiaries to receive any benefit or compensation payable under this
        Agreement following Executive’s death by giving the Company written notice
        thereof. In the event of Executive’s death or a judicial determination of his
        incompetence, reference in this Agreement to Executive shall be deemed, where
        appropriate, to refer to his beneficiary(ies), estate or other legal
        representative(s). If Executive should die following his Date of Termination
        while any amounts would still be payable to him under this Agreement if he
        had
        continued to live, all such amounts unless otherwise provided shall be paid
        in
        accordance with the terms of this Agreement to such person or persons so
        appointed in writing by Executive, or otherwise to his legal representatives
        or
        estate.

       

      13. Notice. For
        the
        purposes of this Agreement, notices, demands and all other communications
        provided for in this Agreement shall be in writing and shall be deemed to
        have
        been duly given when delivered either personally or by United States certified
        or registered mail, return receipt requested, postage prepaid, addressed
        as
        follows: 

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


       

      If
        to
        Executive:

      1506
        Squirrel Tree Place

      Edmond,
        OK 73034

      


      If
        to the
        Company:

      711
        NE
        39th

      Oklahoma
        City, OK 73105

      


      or
        to
        such other address as any party may have furnished to the others in writing
        in
        accordance with this Agreement, except that notices of change of address
        shall
        be effective only upon receipt. 

      


      14. Taxes
        and Withholding. All
        payments hereunder shall be subject to tax in accordance with the Federal
        Internal Revenue Code, as amended from time to time, and any applicable rules
        or
        regulations promulgated thereunder and in accordance with applicable state
        statutes, rules and regulations. All payments shall be subject to any required
        withholding of Federal, state and local taxes pursuant to any applicable
        law,
        rule or regulation.

       

      15. Miscellaneous. No
        provisions of this Agreement may be amended, modified, or waived unless such
        amendment or modification is agreed to in writing signed by Executive and
        by a
        duly authorized officer of the Company, and such waiver is set forth in writing
        and signed by the party to be charged. No waiver by either party hereto at
        any
        time of any breach by the other party hereto of any condition or provision
        of
        this Agreement to be performed by such other party shall be deemed a waiver
        of
        similar or dissimilar provisions or conditions at the same or at any prior
        or
        subsequent time. The respective rights and obligations of the parties under
        this
        Agreement shall survive Executive’s termination of employment and the
        termination of this Agreement to the extent necessary for the intended
        preservation of such rights and obligations. The validity, interpretation,
        construction and performance of this Agreement shall be governed by the laws
        of
        the State of Oklahoma without regard to its conflicts of law principles.
        

       

      16. Validity. The
        invalidity or unenforceability of any provision or provisions of this Agreement
        shall not affect the validity or enforceability of any other provision of
        this
        Agreement, which shall remain in full force and effect. 

       

      17. Entire
        Agreement. Except
        as
        provided elsewhere herein, this Agreement sets forth the entire agreement
        of the
        parties with respect to its subject matter and supersedes all prior agreements,
        promises, covenants, arrangements, communications, representations or
        warranties, whether oral or written, by any officer, employee or representative
        of any party to this Agreement with respect of such subject matter.

       

      IN
        WITNESS WHEREOF, the parties have executed this Agreement on February 15,
        2006,
        to be effective as of the date first above written.

      


      Robin
        L. Jacob

       

      By
        /S/
        ROBIN L. JACOB .

      Vice
        President

       

       /S/
        JERRY W. GRIZZLE .

      Jerry
        W. Grizzle