EMPLOYMENT AGREEMENT

         THIS  AGREEMENT is entered  into as of the 31st day of  December,  2000
between ABATIX CORP. ("Employer") and TERRY W. SHAVER ("Executive").

                              PRELIMINARY STATEMENT

         Employer is a Delaware corporation with its principle place of business
in Dallas,  Texas.  Employer is engaged in the sale and distribution of personal
protection  and safety  equipment  and  durable and  nondurable  supplies to the
asbestos  abatement,  industrial  safety  and  hazardous  materials  industries.
Executive has substantial  business experience and related business skills which
can be utilized in Employer's  business.  Employer  desires to employ  Executive
upon the terms and conditions  hereinafter set forth, and the Executive  desires
to accept such employment. Employer and Executive desire to set forth in writing
the terms and conditions of their agreements and understandings.

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
contained  herein,  and other good and valuable  consideration,  the receipt and
adequacy of which is hereby  acknowledged,  the parties hereto,  intending to be
legally bound, hereby agree as follows:

                                 I. DEFINITIONS

A.  Executive.  The term  "Executive" as used herein shall mean TERRY W. SHAVER.

B. Annual Salary. For purposes of this Agreement, the term "Annual Salary" shall
mean the  compensation  payable to  Executive  as provided for in Section VI (A)
hereof.

C. Disabled.  For purposes of this  Agreement,  Executive  shall be deemed to be
"disabled"  when, in the  reasonable  judgment of the Employer,  he is unable to
perform  substantially all of the duties by reason of him in connection with his
employment  hereunder  required of  physical or mental  illness or of injury for
ninety (90) consecutive days.

D. Cause. For purposes of this Agreement, the term "cause" is defined to include
the  conviction  by a court of law for acts of moral  turpitude  of Executive or
fraud of  Executive  relating to the  business of the  Employer;  bankruptcy  or
insolvency of the Executive if, in such an event, Executive is unable to perform
substantially  all of the duties  required of him as  described  in Section V of
this  Agreement;  the  determination  that  Executive  has  become  disabled  as
described  herein;  material  breach by Executive of the terms and conditions of
this  Employment   Agreement,   or  Executive's  refusal  to  follow  Employer's
reasonable   orders  and  directions  in  connection  with  the  performance  of
Executive's  duties as described in Section V of this  Agreement,  or any act or
action of executive which materially damages the business interests,  reputation
or goodwill of Employer.

                                 II. EMPLOYMENT

         Employer  hereby  employs  Executive,   and  Executive  hereby  accepts
employment by the Employer upon all the terms and conditions as are  hereinafter
set forth.

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                                    III. TERM

         Subject to the  provisions  for  termination,  pursuant to Section XIII
hereof,  the term of this  Employment  Agreement shall commence as of January 1,
2001 and shall terminate on December 31, 2002 (the "Employment Term").

                  IV. EXECUTIVE'S REPRESENTATION AND WARRANTIES

         Executive represents and warrants to Employer that he is free to accept
employment  with  Employer  as  contemplated  herein,  and he has no other prior
obligation or commitments of any kind to anyone which would in any way interfere
with his  acceptance,  or the full  performance of his  obligations,  under this
Agreement, or the exercise of his best efforts to his employment hereunder.

                         V. DUTIES AND EXTENT OF SERVICE

         A.  Efforts.  Executive  agrees to devote such  working  time,  energy,
knowledge,  and efforts as  Employer  deems  necessary  to the  performance  and
discharge of Executive's  duties and  responsibilities  hereunder and such other
reasonable duties and  responsibilities as are assigned to him from time to time
by the Board of Directors of Employer.  Executive's  duties  hereunder  shall be
performed at the business offices of Employer,  but may also be performed at the
business offices of Employer,  but may also be performed at such other places as
may be designated by Employer.

         B.  Position  and  Responsibilities.   The  Executive  shall  serve  as
President  and Chief  Executive  Officer of  Employer,  with such  duties as are
assigned to him by the Board of Directors of Employer consistent with his status
and capacity as an executive of Employer.  Following the term of this Agreement,
Employer  and  Executive  shall  negotiate  in good  faith the terms of  renewal
hereof.

                                VI. COMPENSATION

         As his entire compensation for services rendered to the Employer during
the Employment Term, in whatever capacity rendered, the Executive shall receive:

A. Annual  Salary.  Minimum Annual Salary shall be at an annual rate of $195,000
payable semi-monthly and continuing until termination of Executive's employment.

B. Bonus.  Executive may receive such incentive bonus  compensation,  if any, as
the Board of Directors shall deem appropriate.

C. Automobile.  Employer shall provide Executive an automobile,  and provide all
expenses and repairs to such auto.

D. Fringe Benefits. Employer shall provide Executive with normal fringe benefits
provided  to its  senior  executive  personnel  including  but not  limited to a
medical program,  automobile, term life insurance, keyman disability,  corporate
country club membership and such other fringe benefits as Employer may determine
from time to time.  Health  benefits for the Executive and his dependents are to
be paid by Employer.

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E. Termination Benefits.  Employer shall pay Executive semi-monthly his standard
salary for a period of up to ninety  (90) days,  not to
exceed  the  termination  date  of  this  Agreement,  following  termination  of
Executive's employment hereunder, for reasons other than disability.

                                 VII. DEDUCTIONS

         Deductions shall be made from Executive's total annual compensation and
any bonuses for withholding tax and other such taxes as may from time to time be
required by governmental authority.

                                 VIII. EXPENSES

         Executive  is  expected,   from  time  to  time,  to  incur  reasonable
entertainment,  travel and other expenses for promoting the business of Employer
which will be reimbursed by Employer.  Reimbursement  for such expenses  however
shall be subject to such  regulations  and  procedures  as the Employer may from
time to time establish.

                                 IX. FACILITIES

         Employer  shall  provide and maintain  such  facilities,  equipment and
supplies as it deems  necessary for the  Executive's  performance  of his duties
under this Employment Agreement.

                               X. EMPLOYER RECORDS

         All books,  records and documents relating to Employer's business shall
be the sole and  permanent  property of the Employer.  An employee  shall not be
entitled  to  retain  any  copies  thereof,  notwithstanding  his  participation
therein.

         Unless required by service of legal process,  no other Employer records
shall be displaced or delivered to, or any  information  therefrom  displaced or
delivered  to,  or  any  information  therefrom  disclosed,  to any  person  not
connected with the Employer  except in strict  accordance  with the rules of the
Employer  from  time to  time  established.  Employer  shall  provide  Executive
reasonable  access to all personnel  records relating to Executive's  employment
hereunder.

                                XI. PAID DAYS OFF

         During  the  term of this  Employment  Agreement,  Executive  shall  be
entitled  to twenty  five (25) days off with pay,  which may be  utilized at the
Executive's discretion.

                                 XII. STANDARDS

         The  Executive  shall  perform  his  duties  under  this  Agreement  in
accordance with the highest  standards of  professional  ethics and practices as
may from time to time be applicable during the Employment Term.

                         XIII. TERMINATION OF EMPLOYMENT

A. Events of Termination. The Employment Term may, at the option of the Board of
Directors  of the  Employer,  be  terminated  upon the  happening  of any of the
following events:

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(1) Whenever the Executive  accepts  (without  having obtained the prior written
consent of Employer) employment with any other company.

(2) Whenever the  Executive  shall  become,  without  having  obtained the prior
written consent of the Employer, a holder of five (5%) percent of the issued and
outstanding  Common  Stock of a  competitor  of the  Employer,  a director  of a
competitor of Employer, or an officer, agent, or employee of any other company.

(3) Whenever the Executive and the Employer  shall  mutually agree in writing to
terminate this Agreement.

(4) At  Employer's  option at any time for  cause,  as that term is  defined  in
Section I.(D) hereof.

(5) If Executive  shall  suffer a disability  as that term is defined in Section
I.(C)  hereof  provided  that  Executive  shall be  entitled to ninety (90) days
notice prior to such termination.

B. Notice of  Termination.  The Employment  Term, may upon 30 days notice at the
option  of  the  Executive,  be  terminated  upon  the  happening  of any of the
following events:

(1) Whenever the Executive and the Employer  shall  mutually agree in writing to
terminate this Agreement.

(2) Acts of material breach of any provision of this Agreement.

C. Amounts Due Executive/Employer. Within sixty (60) days of termination of this
Agreement for whatever reason, all amounts owing to either party will be due and
payable in full.

                         XIV. DISCLOSURE OF INFORMATION

         Executive  acknowledges  that,  in and as a  result  of his  employment
hereunder,  he will be making use of, acquiring and/or adding to confidential or
proprietary information developed by Employer and of a special and unique nature
and value to Employ-  Employer,  including,  but not  limited to, the nature and
material terms of business  opportunities  and proposals  available to Employer,
Employer's products,  methods,  systems and research, the names and addresses of
its  customers  and  suppliers,  prices  charges  and  paid by  Employer  or its
customers,  designs and specifications,  record cards, customers' and suppliers'
records,  customer files, services,  operating procedures,  methods and systems,
financial records of the Employer and of customers, and other information, data,
and  documents  now  existing  or  later  acquired  by  Executive  or  Employer,
regardless  of whether any such  information,  data or  documents,  qualify as a
"trade  secret"  under  applicable  Federal  or  State  law  (collectively,  the
"Confidential Information").  As a material inducement to Employer to enter into
this Agreement,  and to pay to Executive the compensation referred to in Section
VI hereof, along with other considerations provided herein,  Executive covenants
and agrees that he shall not at any time during the Employment Term or following
any termination thereof, directly or indirectly,  divulge or disclose or use for
any purpose  whatsoever  (except for the sole and exclusive benefit of Employer,
as reasonably required in connection with his duties to or as otherwise required
by law), any Confidential Information which has been obtained by or disclosed to
him as a  result  of his  employment  with  Employer.  In  accordance  with  the
foregoing, the Executive further agrees that he will at no time retain or remove
from the premises of the Employer records of any kind or description  whatsoever

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for any purpose whatsoever unless authorized by Employer, and will return all of
the  foregoing to Employer upon  Employer's  request or any  termination  of his
employment.  In the event of a breach or  threatened  breach by the Executive of
any of the provisions of this Section XIV,  Employer,  in addition to and not in
limitation of any other rights,  remedies,  or damages  available to Employer at
law or in  equity,  shall be  entitled  to a  permanent  injunction  in order to
prevent or to restrain any such breach by Executive, or by Executive's partners,
agents,  representatives,  servants,  employers,  employees  and/or  any and all
persons directly or indirectly acting for or with him.

                        XV. COVENANT AGAINST COMPETITION

         A. Executive  acknowledges  that his services to be rendered  hereunder
are of a special and unusual  character  which have a unique  value to Employer,
the loss of which cannot  adequately be  compensated  by damages in an action at
law. In view of the unique value to Employer of the  services of  Executive  for
which  Employer  has  contracted  hereunder,  and  because  of the  Confidential
Information  to be obtained by or  disclosed  to  Executive  as herein above set
forth,  and as a material  inducement to Employer to enter into this  Employment
Agreement  and to pay to Executive  the  compensation  referred to in Section VI
hereof and other consideration  provided herein,  Executive covenants and agrees
that he will not during the term  hereof and for a period of twelve  (12) months
from the date of  termination  of this  Agreement  for any  reason  (i)  engage,
directly or indirectly,  in any business directly  competitive with the asbestos
abatement industrial safety or hazardous material remediation supply business of
Employer  (the  "Activities")  in any area  within the states  that the  Company
presently is conducting  business or subsequently is conducting  business at the
time of the  termination  of this  Agreement;  (ii)  call upon any  customer  or
customers of the Employer for the purposes of engaging in any activities for any
person,  corporation,  or  entity  other  than  Employer  competitive  with  the
Activities of the Employer;  or (iii) divert,  solicit or take away any customer
or  customers  of the  Employer  for the purpose of  engaging in any  activities
competitive with the Activities of the Employer.

         B.  Executive  covenants and agrees that if he shall violate any of his
covenants or agreements provided for pursuant to this Section, Employer shall be
entitled  to  an  accounting   and  repayment  of  all  profits,   compensation,
commissions,  remuneration, or benefits which Executive, directly or indirectly,
has realized and/or may realize as a result of, growing out of, or in connection
with  any  such  violation;  such  remedy  shall  be in  addition  to and not in
limitation  of any  injunctive  relief  or other  rights  or  remedies  to which
Employer  may be  entitled  to at law or in  equity  or  under  this  Employment
Agreement.

                       XVI. REASONABLENESS OF RESTRICTIONS

         A.  Executive  has  carefully  read and  considered  the  provisions of
Section XIV and XV hereof, and having done so, agrees the restrictions set forth
in such Sections (including,  but not limited to, the time period of restriction
and the  geographical  areas of restriction  set forth in Section XV hereof) are
fair and  reasonable  and are  reasonably  required  for the  protection  of the
interests of the Employer, its officers, directors, and other employees.

         B.  In  the  event  that,  notwithstanding  the  foregoing,  any of the
provisions of Sections XIV and XV shall be held to be invalid or  unenforceable,
the remaining  provisions  thereof shall  nevertheless  continue to be valid and
enforceable  as though  invalid  or  unenforceable  parts had not been  included
therein.  In the event that any provision of Section XV hereof  relating to time
period  and/or  areas of  restriction  shall be declared by a court of competent
jurisdiction  to exceed  the  maximum  time  period or areas  such  court  deems
reasonable and enforceable,  said time period and/or areas of restriction  shall

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be deemed to become,  and  thereafter  be, the maximum  time period  and/or area
which such court deems reasonable and enforceable.

                       XVII. APPLICABLE LAW; SEVERABILITY

         This Agreement shall be governed by and construed  pursuant to the laws
of the State of Texas,  where it is made and  executed.  If any terms or part of
this Agreement shall be determined to be invalid,  illegal,  or unenforceable in
whole  or in  part,  the  validity  of the  remaining  part of such  term or the
validity of any other term of this  Agreement  shall not in any way be affected.
All provisions of this Agreement  shall be construed to be valid and enforceable
to the full extent permitted by law.

                                  XVIII. NOTICE

         Any  notices  required  or  permitted  to be  given  pursuant  to  this
Agreement to the  Employer or Executive  shall be in writing and shall be deemed
given  upon  deposit of same in the U.S.,  certified  mail or  registered  mail,
return receipt requested, first class postage and registration fees prepaid, and
addressed to the  principle  office of Employer  and the most recent  address of
Executive shown in the Employer's records, respectively, or such other addresses
as is most recently  designated  for the  respective  parties by notice given as
aforesaid.

                     XIV. BINDING PROVISIONS AND PERFORMANCE

         This  Agreement  shall inure to the benefit of and be binding  upon the
parties  hereto,  and all such  parties  agree  to be  bound  by the  provisions
contained herein.

                                  XX. AMENDMENT

         No amendment or  variation  of the terms of this  Employment  Agreement
shall be valid made in writing and signed by the parties hereto.

                        XXI. ENTIRE EMPLOYMENT AGREEMENT

         This Employment  Agreement  represents the entire agreement between the
parties hereto with respect to the subject matter hereof.

                    XXII. WAIVER OF VIOLATION NOT CONTINUING

         The waiver by either party of a breach or violation of any provision of
this  Agreement  shall  not  operate  as or be  construed  to be a waiver of any
subsequent breach.

                                XXIII. ASSIGNMENT

         This Agreement is personal to each of the parties hereto.  Employer may
not assign  its  rights and  obligations  hereunder  without  the prior  written
consent of Executive.

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                            XIV. HEADINGS AND GENDER

         The paragraph  headings used in this Agreement are included  solely for
convenience  and  shall  not  affect,   or  be  used  in  connection  with,  the
interpretation  of this Agreement.  All references to him or her shall be deemed
reference to the Executive regardless of gender.

                                XXV. COUNTERPARTS

         This  Employment  Agreement  may be executed in multiple  counterparts,
each of  which  shall  be an  original,  but all of which  shall  be  deemed  to
constitute one instrument.


         In WITNESS  WHEREOF,  the undersigned have hereunto set their hands and
seals on the day and year first above written.

ABATIX CORP.


By:
---------------------------------------------
Authorized Signatory


By:
---------------------------------------------
Terry W. Shaver

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