EMPLOYMENT AGREEMENT

This Employment Agreement, effective as of January 3, 2001 (the "Agreement"), is
entered into by and between MAXXON,  INC., a Nevada corporation (the "Company"),
the principal offices of which are located at 8908 South Yale Avenue, Suite 409,
Tulsa, Oklahoma,  74137, and THOMAS COUGHLIN  ("Coughlin").  In consideration of
the mutual  covenants and conditions  contained in this  Agreement,  the parties
agree to the following:

                                    ARTICLE 1
                             DUTIES AND COMPENSATION

1.01.    Term of Employment and Duties.  The Company and Coughlin agree that for
         the period commencing on January 3, 2001, and terminating on January 3,
         2002 (the  "Termination  Date"),  the Company shall employ Coughlin and
         Coughlin  shall perform  duties  ("duties")  for the Company as Medical
         Advisor and shall report to the Company's President.

1.02.    Commitment  to the  Company.  During  the  term of  this  Agreement,
         Coughlin shall devote such working time,  attention and energies to the
         business  of the  Company,  as is  necessary  or  appropriate  for  the
         performance of his duties as Medical Advisor.  However, this commitment
         shall not be construed as  preventing  Coughlin from  participating  in
         other businesses or from investing  Coughlin's  personal assets in such
         form or manner as may require occasional or incidental time on the part
         of Coughlin in the  management,  conservation  and  protection  of such
         investments  and provided that such  investments or business  cannot be
         construed as being  competitive or in conflict with the business of the
         Company.

1.03.    Renewal of Term. Upon each  Termination Date this Agreement shall renew
         and  continue in effect for an  additional  two-year  period,  and each
         successive  Termination  Date shall  thereafter  be  designated  as the
         "Termination Date" for all purposes under this Agreement.

1.04.    (a) Compensation.  Coughlin shall receive a salary of $100,000.00 per
         year,  payable  in  24  semi-monthly  installments.  Each  January  the
         President shall review  Coughlin's salary and shall make such increases
         in salary as he considers  appropriate.  Coughlin's  salary  during the
         term of this Agreement  shall never be less than  $100,000.00 per year.
         Effective at the  beginning of each  calendar  year  Coughlin  shall be
         entitled  to at  least  an  increase  in  salary  that is  equal to the
         percentage  increase in the  Consumer  Price Index  during the previous
         calendar year.

         (b) Bonus. During the term of this Agreement Coughlin shall be entitled
         to participate in all bonuses as the President, in its sole discretion,
         shall determine.

         (c) Fringe  Benefits.  During the term of this  Agreement  the  Company
         shall provide to Coughlin each of the following: (i) all reasonable and
         customary executive "fringe benefits,"  including,  but not limited to,
         participation in pension plans,  profit-sharing  plans,  employee stock
         ownership plans,  stock option plans (whether  statutory or not), stock
         appreciation   rights   plans,   hospitalization   insurance,   medical
         insurance, dental insurance,  disability insurance, life insurance, and
         such other  benefits that are granted to or provided for executives now
         in the employ of the Company or that may be granted to or provided  for
         them during the term of Coughlin's employment under this Agreement; and
         (ii) paid vacation and sick leave, as determined by the President.

         (d)  Reimbursement  of Expenses.  (i) During the term of this Agreement
         the Company shall pay directly or reimburse Coughlin for all reasonable
         and necessary travel, entertainment, or other

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          related  expenses  incurred  by him in  carrying  on  his  duties  and
          responsibilities under this Agreement.  In addition, the Company shall
          furnish  Coughlin with a cellular  telephone and suitable office space
          and facilities for the performance of his duties. (ii) During the term
          of this Agreement the Company shall pay for Coughlin's membership dues
          in  professional  organizations  and for any seminars and  conferences
          related to Company business.

1.05     (a)  Indemnification.  Coughlin shall be indemnified by the Company for
         all legal expenses and all liabilities  incurred in connection with any
         proceeding  involving  him by reason  of his  being or  having  been an
         officer,  director,  employee,  or agent of the  Company to the fullest
         extent permitted by the laws of the State of Nevada.

         (b)  Payment of  Expenses.  In the event of any action,  proceeding  or
         claim against Coughlin arising out of his serving or having served in a
         capacity  specified in Section  1.01 above,  which in  Coughlin's  sole
         judgment  requires him to retain  counsel (such choice of counsel to be
         made by Coughlin with the prior  consent of the Company,  which may not
         unreasonably  withhold its  consent) or  otherwise  expend his personal
         funds for his defense in  connection  therewith,  the Company shall pay
         for or  reimburse  Coughlin  for all  reasonable  attorney's  fees  and
         expenses and other costs  associated  with  Coughlin's  defense of such
         action as such fees and costs are incurred.


                                   ARTICLE II
                            TERMINATION OF EMPLOYMENT

2.01.    Termination  Procedure.  Either party to this  Agreement  may terminate
         Coughlin's  employment  under this  Agreement by giving the other party
         written notice of the intent to terminate at least thirty days prior to
         the  proposed  termination  date except as set out in section  2.02.  A
         decision by the Company to terminate  Coughlin's  employment under this
         Agreement shall require an affirmative vote of more than 66-2/3% of the
         Board except as set out in Section 2.02.

2.02.    Death.  This Agreement shall terminate on the date of Coughlin's death.
         If this  Agreement is terminated as a result of Coughlin's  death,  the
         Company  shall pay to  Coughlin's  estate,  not later than the 30th day
         following  his death,  a lump sum severance  payment  consisting of (1)
         Coughlin's salary and accrued salary through the date of his death, (2)
         all amounts  Coughlin  would have been entitled to upon  termination of
         his employment under the Company's employee benefit plans and (3) a pro
         rata amount of bonus Coughlin was eligible to receive under any Company
         bonus plan.

2.03.     Disability.  The  Company  shall  have  the  right to  terminate  this
          Agreement if Coughlin incurs a permanent disability during the term of
          his employment  under this Agreement.  For purposes of this Agreement,
          "Permanent Disability" shall mean inability of Coughlin to perform the
          services required hereunder due to physical or mental disability which
          continues  for  either  (i) a total of 180  working  days  during  any
          12-month  period or (ii) 150  consecutive  working  days. In the event
          that  either  party   disputes   whether   Coughlin  has  a  permanent
          disability,  such dispute  shall be submitted to a physician  mutually
          agreed upon by Coughlin or his legal guardian and the Company.  If the
          parties are unable to agree on a mutually satisfactory physician, each
          shall  select a  reputable  physician,  who,  together,  shall in turn
          select a third physician whose  determination of Coughlin's ability to
          perform his job duties shall be conclusive and binding to the parties.
          Evidence of such disability shall be conclusive notwithstanding that a
          disability  policy or clause in an insurance policy covering  Coughlin
          shall contain a different  definition of  "permanent  disability."  If
          Coughlin's  employment  under  this  Agreement  is  terminated  by the
          Company because he has a permanent  disability,  the Company shall pay
          Coughlin, not later than the 30th

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          day following the date of  termination,  a lump sum severance  payment
          consisting  of  (1)   Coughlin's   salary  through  the  date  of  his
          termination,  (2) all amounts Coughlin is entitled to upon termination
          of  employment  under  the  Company's   employee  benefit  plans,  (3)
          Coughlin's  undiscounted  salary through the  Termination  Date, or if
          greater for a period of 24 months,  and (4) a pro rata amount of bonus
          he is eligible to receive under any Company bonus program.

2.04.     Termination  With Cause. The Company shall have the right to terminate
          this Agreement for cause. For purposes of this Agreement,  "for cause"
          shall  exclusively be defined to mean (a) conviction of a felony which
          is  materially   detrimental  to  the  Company,  (b)  proof  beyond  a
          reasonable doubt of the gross  negligence or willful  misconduct which
          is  materially  detrimental  to the  Company,  or (c)  proof  beyond a
          reasonable  doubt of a breach of a fiduciary  duty which is materially
          detrimental  to the  Company.  If the  Company  terminates  Coughlin's
          employment "for cause" the Company shall pay Coughlin,  not later than
          the 30th day following the date of  termination,  a lump sum severance
          payment consisting of (1) Coughlin's salary and accrued salary through
          the date of his termination  and (2) all amounts  Coughlin is entitled
          to  upon  termination  of  employment  under  the  Company's  employee
          benefits plans.

2.05.    Termination  Without  Cause.  If  the  Company  terminates   Coughlin's
         employment  for any reason other than for cause as that term is defined
         in section 2.04,  the Company  shall pay  Coughlin,  not later than the
         30th day  following  the  date of  termination,  a lump  sum  severance
         payment  consisting of (1) Coughlin's salary and accrued salary through
         the date of his  termination,  (2) all amounts  Coughlin is entitled to
         upon  termination of employment under the Company's  employee  benefits
         plans, (3) Coughlin's undiscounted salary through the Termination Date,
         or if greater  for a period of 24 months,  and (4) a pro rata amount of
         bonus he is eligible to receive under any Company bonus program.

2.06.    Resignation.  If  Coughlin  resigns  from  his  employment  under  this
         Agreement  other  than for a reason of change of  control as defined in
         section 2.07,  the Company shall pay Coughlin,  not later than the 30th
         day  following  the  effective  date  of his  resignation,  a lump  sum
         severance  payment  consisting  of (1)  Coughlin's  salary and  accrued
         salary through the date of his termination, (2) all amounts Coughlin is
         entitled to upon termination of employment under the Company's employee
         benefit plans,  (3) Coughlin's  undiscounted  salary for a period of 90
         days  after his  resignation  and (4) a pro rata  amount of bonus he is
         eligible to receive under any Company bonus program.

2.07.     Change of  Control.  Coughlin  shall have the right to resign from his
          employment  under this Agreement if there is a change of control.  For
          purposes of this Agreement a Change of Control shall be deemed to have
          occurred  if any of the  following  occur:  (i) at any time during any
          period of 12 consecutive  months, at least a majority of the directors
          serving on the Board ceases to consist of individuals  who have served
          continuously  on such  Board  since  the  beginning  of such 12  month
          period,  unless the  election  of  directors  during such  period,  or
          nomination  for  election  by the  shareholders  of the  Company,  was
          approved by a vote of at least two-thirds of the members of such Board
          at such time still in office and who shall have served continuously on
          such Board since the  beginning of such  12-month  period by reason of
          death or disability; or (ii) a merger or consolidation occurs to which
          the Company is a party unless  following such merger or  consolidation
          (A) more than 50% of the then  outstanding  shares  of voting  capital
          stock of the corporation  surviving such merger or resulting from such
          consolidation is then beneficially owned,  directly or indirectly,  by
          all or substantially  all of the individuals and entities who were the
          beneficial  owners  of the  outstanding  voting  capital  stock of the
          Company   immediately   prior  to  such  merger  or  consolidation  in
          substantially  the same  proportions as their  ownership,  immediately
          prior to such  merger  or  consolidation,  of the  outstanding  voting
          capital  stock  of the  Company,  and (B) at least a  majority  of the
          members of the Board surviving such merger or

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          resulting   from  such   consolidation   were  members  of  the  Board
          immediately prior to such merger or  consolidation;  or (iii) the sale
          of all, or substantially all, of the assets of the Company;  or (iv) a
          person or entity  who is not an owner of voting  capital  stock of the
          Company as of the date of this Agreement acquires more than 50% of the
          voting  capital stock of the Company.  Notwithstanding  the foregoing,
          however, a Change of Control shall not be deemed to have occurred upon
          the consummation of an Initial Public Offering of the capital stock of
          the  Company.  If  Coughlin  exercises  his  right  to  terminate  his
          employment  following a Change of Control, he shall receive, not later
          than the  30th  day  following  the  date of  termination,  a lump sum
          severance payment consisting of (1) Coughlin's salary through the date
          of his  termination,  (2) all  amounts  Coughlin  is  entitled to upon
          termination of employment under the Company's employee benefits plans,
          (3) Coughlin's undiscounted salary through the Termination Date, or if
          greater for a period of 24 months,  and (4) a pro rata amount of bonus
          he is eligible to receive under any Company bonus program.

2.08.     Mitigation.  Coughlin shall have no obligation to mitigate any damages
          or payments made to him under Article II of this Agreement.

2.09.    Excess  Parachute  Payments.  In the event that  payment of the amounts
         this  Agreement  requires  the  Company  to pay  Coughlin  would  cause
         Coughlin to be the recipient of an excess parachute payment (within the
         meaning of Section 280G(b) of the Internal  Revenue Code of 1986),  the
         amount  of the  payments  to be  made  to  Coughlin  pursuant  to  this
         Agreement  shall be reduced to an amount  equal to one dollar less than
         the  amount  that  would  cause  the  payments  hereunder  to be excess
         parachute  payments.   The  manner  in  which  such  reduction  occurs,
         including the items of payment and amounts thereof to be reduced, shall
         be agreed to by Coughlin and the Company.


                                   ARTICLE III
                    RESTRICTIONS DURING AND AFTER EMPLOYMENT

3.01.    Company  Records  and  Documents.   All  Company-related   records  and
         documents are  considered to be the exclusive  property of the Company.
         Upon the  termination  of Coughlin's  employment by the Company for any
         reason,  he shall  promptly  return to the Company all such records and
         documents in his  possession or under his control.  Coughlin shall have
         the right to retain  copies of Company  records and  documents  that he
         believes  are  reasonably  necessary  for him to  retain  to be able to
         exercise  his  rights  under  the  Indemnification  Provisions  of this
         Agreement.


                                   ARTICLE IV
                                  MISCELLANEOUS

4.01.     Notice.  Any  notice  required  or  permitted  to be given  under this
          Agreement shall be sufficient if in writing and sent by certified mail
          by the Company to the  residence  of  Coughlin,  or by Coughlin to the
          Company's principal office.

4.02.     Further Assurances.  Each party agrees to perform any further acts and
          to execute and deliver any further  documents  that may be  reasonably
          necessary to carry out the provisions of this Agreement.

4.03.     Severability.  In the event that any of the  provisions,  or  portions
          thereof,  of this Agreement are held to be unenforceable or invalid by
          any court of competent  jurisdiction,  the validity and enforceability
          of the remaining provisions or portions thereof, shall not be affected
          thereby.

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4.04.     Construction.  Whenever used herein, the singular number shall include
          the plural, and the plural number shall include the singular.

4.05.     Headings. The headings contained in this Agreement are for purposes of
          reference only and shall not limit or otherwise  affect the meaning of
          any of the provisions contained herein.

4.06.     Multiple  Counterparts.  This  Agreement  may be  executed in multiple
          counterparts,  each of which shall be deemed to be an original but all
          of which together shall constitute one and the same instrument.

4.07.     Governing  Law.  This  Agreement  has been  executed  in and  shall be
          governed by the laws of the State of Oklahoma.

4.08.    Inurement.  Subject to the restrictions  against transfer or assignment
         as herein  contained,  the provisions of this Agreement  shall inure to
         the  benefit of, and shall be binding on, the  assigns,  successors  in
         interest, personal representatives, estates, heirs and legatees of each
         of the parties hereto.

4.09.    Waivers.  No waiver of any  provision or  condition  of this  Agreement
         shall be valid unless executed in writing and signed by the party to be
         bound thereby, and then only to the extend specified in such waiver. No
         waiver  of any  provision  or  condition  of this  Agreement  shall  be
         construed  as a waiver  of any other  provision  or  condition  of this
         Agreement,  and no present waiver of any provision or condition of this
         Agreement  shall be construed as a future  waiver of such  provision or
         condition.

4.10.     Amendment.  This  Agreement may be amended only by a written  document
          signed by the  parties and  stating  that the  document is intended to
          amend this Agreement.

4.11.    Disputes. In any dispute or proceeding to construe this Agreement,  the
         parties  expressly  consent to the exclusive  jurisdiction of state and
         federal  courts  in Tulsa  County,  Oklahoma,  the  principal  place of
         business  for  Maxxon.  The  prevailing  party in any suit  brought  to
         interpret  this  Agreement  shall be  entitled  to  recover  reasonable
         attorney's  fees and  expenses in addition to any other relief to which
         it is entitled.

4.12.    Payment  of  Coughlin's  Attorney's  Fees and  Expenses  in  Advance in
         Connection  with this  Agreement.  If the Company brings a suit against
         Coughlin in connection  with this Agreement or if Coughlin  brings suit
         against  the Company in  connection  with this  Agreement,  the Company
         shall  pay  Coughlin's  reasonable  attorney's  fees  and  expenses  as
         incurred.   If  a  determination  is  made  in  a  court  of  competent
         jurisdiction  in  favor  of the  Company,  then  the  Company  shall be
         entitled to be  reimbursed  by  Coughlin  for his  attorney's  fees and
         expenses which were paid by the Company.

4.13.     Execution. Each party to this Agreement hereby represents and warrants
          to the other  party  that such party has full  power and  capacity  to
          execute, deliver and perform this Agreement.

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IN WITNESS  WHEREOF,  the parties to this Agreement have executed this Agreement
effective this 3rd day of January, 2001.

THOMAS COUGHLIN                     MAXXON, INC.

/s/ THOMAS COUGHLIN                 /s/ GIFFORD MABIE
---------------------------------   -----------------------------------------
THOMAS COUGHLIN, an Individual      By:  Gifford M. Mabie
                                    President and Chief Executive Officer


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