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AMDL, INC.
 EMPLOYMENT AGREEMENT
 Agreement st st Effective Date Company Employee
 RECITALS
  Effective Date
 EMCCSPP Eligible Participants Qualified Employees Eligible Participant Qualified Employee
 AGREEMENT
  ARTICLE 1
EMPLOYMENT, TERMS, AND DUTIES
 1.1 Term .
 1.2 Services and Exclusivity of Services . Board
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1.2.1 Other Business Activities .
 1.3 Duties and Responsibilities .
 1.4 Return of Proprietary Property .
 ARTICLE 2
COMPENSATION AND BENEFITS
 2.1 Base Salary . Base Salary
 2.2 Stock Options . Options
 2.3 Bonus .
 2.4 Additional Benefits .
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2.5 Vacation .
 2.6 Life Insurance .
 2.7 Reimbursement for Dues .
 ARTICLE 3
TERMINATION
 3.1 Termination Events .
 3.1.1 Expiration of Term; Resignation
 3.1.2 Death or Disability of the Employee
 3.1.3 For Cause cause
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3.1.3.1 Willful Defined . willful
 3.1.4 Without Cause Termination .
 3.1.5 No Severance on For Cause Termination .
 3.2 Severance Benefits on Termination Without Cause .
 3.2.1 provided however provided further
 3.2.2
 3.3 Exclusive Remedy .
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ARTICLE 4
BUSINESS EXPENSES
 4.1 Business Expenses .
 4.2 Car Allowance .
 ARTICLE 5
CONFIDENTIAL INFORMATION
 5.1 Confidential Information Confidential
Information
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5.2 Solicitation of the Employees .
 ARTICLE 6
DISPUTE RESOLUTION
 6.1 Dispute Resolution .
 ARTICLE 7
MISCELLANEOUS
 7.1 Modifications .
 7.2 Enforceability and Severability .
 7.3 Withholding .
 7.4 Captions .
 7.5 Governing Law .
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7.6 Succession . successor assignee
 7.7 Waivers .
 7.8 Injunctive Relief .
 7.9 Entire Agreement .
 7.10 Representation by Counsel; Interpretation .
 7.11 Notices .
 If to the Company:
    
    AMDL, Inc.2492 Walnut Avenue, Suite 100Tustin, California 92780-7039If to the Employee:
    
    Gary L. Dreher6301 Acacia Hill DriveYorba Linda, California 92886
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AMDL, INC.
 /s/ Gary L. DreherGARY L. DREHERCOMPANYBy:
    
    AMDL. Inc.By:
    
    /s/ Akio AriuraAkio Ariura, Chief Financial Officer
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EXHIBIT A
 NON-QUALIFIED STOCK OPTION AGREEMENT
 Agreement Corporation Optionee
 R E C I T A L S
 Plan
 Shares
 A G R E E M E N T
  1. CERTAIN DEFINITIONS .
 2. GRANT OF OPTIONS .
 3. OPTION PERIOD .
 4. METHOD OF EXERCISE .
 5. AMOUNT OF PURCHASE PRICE .
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6. PAYMENT OF PURCHASE PRICE . provided however
 7. NONTRANSFERABILITY OF OPTIONS .
 8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION . Adjustment
Event
 9. NO RIGHTS TO CONTINUED EMPLOYMENT OR RELATIONSHIP .
 10. TIME OF GRANTING OPTIONS . date of grant
 11. PRIVILEGES OF STOCK OWNERSHIP .
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12. SECURITIES LAWS COMPLIANCE .
 13. INTENDED TREATMENT AS NON-QUALIFIED STOCK OPTIONS . Treas. Reg. Code
 14. PLAN CONTROLS .
 15. SHARES SUBJECT TO LEGEND .
 16. CONDITIONS TO OPTIONS .
 16.1 Compliance with Applicable Laws .
 16.2 Stockholder Approval of Plan .
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17. MISCELLANEOUS .
 17.1 Binding Effect .
 17.2 Further Acts .
 17.3 Amendment .
 17.4 Syntax .
 17.5 Choice of Law .
 17.6 Severability .
 17.7 Notices .
 If to the Company:
    
    AMDL, Inc.2492 Walnut Avenue, Suite 100Tustin, California 92780-7039If to the Employee:
    
    Gary L. Dreher6301 Acacia Hill DriveYorba Linda, California 92886
  17.8 Entire Agreement .
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17.9 Attorneys Fees .
  CORPORATIONAMDL, INC.By:
    
    /s/ Akio AriuraAkio Ariura,Chief Financial OfficerOPTIONEEGARY L. DREHER
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EXHIBIT B
 SEVERANCE AGREEMENT AND GENERAL RELEASE
 THIS SEVERANCE AGREEMENT AND GENERAL RELEASE Agreement GARY L. DREHER Employee AMDL, INC., Company
 RECITALS
 Employment Agreement
 
  NOW, THEREFORE,
 1. Non-Admission of Wrongdoing .
 2. Separation of Employment .
 3. The Company Property .
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4. Compensation .
 
 
 5. Complete Release .
  Section 1542. [ Certain Claims Not Affected By General Release .] A general
release does not extend to claims which the creditor does not know or suspect to
exist in his favor at the time of executing the release, which if known by him must
have materially affected his settlement with the debtor.
 6. Ownership of Claims .
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7. No Representations .
 8. Successors .
 9. Arbitration arbitrable dispute The Employee
understands and agrees to this binding arbitration provision, and both the Employee and Employer
give up any right to trial by jury of any claim the Employee or Employer may have against each
other.
  10. Consultation with Counsel; Reasonable Time to Consider Agreement; Voluntary
Participation in this Agreement .
 11. Severability and Governing Law .
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12. Proper Construction .
 13. Entire Agreement .
 14. Execution Date . Effective Date of Execution
 15. Counterparts .
 IN WITNESS WHEREOF
 AMDL, INC.
 By:,EMPLOYEEGARY L. DREHER
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