exhibit_10-3.htm


    
      

    

    EXHIBIT
10.3


     

     

    EMPLOYMENT
AQREEMENT

     

    THIS
AGREEMENT entered into as of August 15, 2006 and effective as of August 15, 2006
(the "Effective Date"), subject to Board of Directors approval, by and between
Advanced
Medical Isotope Corporation (AMIC) or its successors and/or assignees.
(hereinafter called the "Company") and William J. Stokes, an individual residing
at 257 Riverwood Street, Richland WA 99352 called the "Executive").

     

    WITNESSETH:

     

     

    WHEREAS,
the Company and the
Executive desire to enter into an employment agreement to establish the rights
and obligations of the Executive and the Company in such employment
relationship;

     

    WHEREAS,
the terms of this Agreement have been approved by the Board Chairman and will be
presented to the full Board of Directors, of the Company;

     

    NOW,
THEREFORE, and in consideration of the mutual covenants herein contained, the
Company and the Executive hereby mutually agree as follows:

     

    1.    Employment and
Duties.

     

    The
Company hereby employs the Executive and the Executive hereby accepts employment
with the Company upon the terms and conditions hereinafter set forth. The
Executive shall serve the Company as its Chief Executive Officer. In such
capacity, the Executive shall report directly to the Company's Board of
Directors and the Executive shall have all powers, duties, and obligations as
are normally associated with such position as described in Exhibit I. The
Executive shall further perform such other duties related to the business of the
Company as may from time to time be reasonably
requested of him by the Board of Directors.

     

    Executive
shall promptly notify the Company of his/her election or appointment to any
corporate, civic or charitable boards or committees on or after the date of this
Agreement.

     

    2.    Term of
Employment.

     

    The term
of employment (the "Term") shall begin on the Effective Date and shall expire on
the third anniversary of the Effective Date, subject, however, to prior
termination, as herein provided.

     

    3.    Base
Salary.

     

    The
Executive shall receive a monthly salary of $4,000 salary, beginning on January
1, 2007 until August 1, 2007 upon which the salary shall be $8,000. Adjustments
shall be made at the discretion of the Board of
Directors considering the performance of the company and contributions of the
Executive.

     

     

    
      
        
        

      

      
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    4.    Bonus

     

    1,500,000 shares of common stock as a
sign-on bonus. Within forty five (45) days of the close of each half of the Company's fiscal year, during which Executive is employed by the Company, the
Executive shall be
eligible to receive bonus payments ("Bonus") under the plan established by the
Board of
Directors for the Executive.

     

    5.    Fringe
Benefits.

     

    The
Company shall
further provide the Executive with medical
insurance that
covers all
benefits that are available to other employees and/or executives for
health, dental, and
vision, The Company
will also provide life insurance coverages, sick
leave, personal time,
vacation time, short and long term disability
programs, tax-qualified retirement plans, stock option and/or stock
grant plans,
paid holidays, expense reimbursement policies
and such other fringe benefits of employment as the Company may provide
from time to
time to actively employed personnel of
the Company who
are similarly situated.

     

    Notwithstanding
the preceding provisions of this Paragraph 5, during the term of this Agreement
(including extensions thereof) the Company
shall provide the Executive reimbursement for all
reasonable expenses incurred by the Executive in connection with the
conduct of the Company's business art presentation of reasonable and appropriate
receipts and in accordance with the Company's regular authorization and
reimbursement policy applicable to senior executives and/or the
Internal Revenue Service policies for business expense reimbursement and
receipts.

     

    6.    Stock
Options.

     

    Executive
shall
be eligible for all Executive Stock Option Plans that are available to
other Executives. The Board of
Directors will be responsible for the general employee Stock Option Plans
annually.

     

    
      7.    Provision of Directors and
Officers Insurance.

    

     

    The Company shall provide the
Executive with full and complete Directors and Officers insurance coverage
up to the maximum
amount allowed
under the Company's
Directors and
Officers insurance policy. The Executive shall he insured to the same
extent as the Directors of the Company.

     

    
      8.    Termination
of Employment.

    

     

    
      (a)    Termination
of Employment by the
Company.

    

     

    The
Executive's employment hereunder may be terminated by the Board of
Directors without any breach of this Agreement. With the exception of
termination for
Cause, the Executive is expected to be
provided thirty (30) days notice of a termination of
employment.

     

    The
Executive's employment hereunder shall terminate upon his death and may
be terminated by the Company in the event of
his Disability
for a
continuous period of at
least one hundred
eighty (180)
days. If Executive becomes subject to a Disability which is expected to
last for a continuous period of at
least one
hundred eighty
(18O) days, the Company may appoint an acting CEO, during such
one hundred eighty (180) day
period without any breach of this Agreement; provided,
that Executive shall be entitled to continue receiving Base Salary and benefits
under this Agreement during such one hundred eighty (180) day
period.

     

     

    
      
        
        

      

      
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    (b)    Termination of Employment by
Executive.

     

    The Executive may terminate his
employment at any time with or without Good Reason. With the exception of personal hardship,
the Executive is expected to provide thirty
(30) days notice of a
voluntary termination of
employment.

     

    (c)    Notice of
Termination.

     

    Any
termination of the Executive's employment by the Company hereunder, or by the
Executive other than termination upon the Executive's death, shall be
communicated by written Notice of Termination to the other
party.

     

    9.    Amounts
Payable
Upon
Termination of
Employment.

     

    
      (a)    Termination
by the Company Without Cause or
by
the Executive for
Good
Reason.

    

     

    In
the event
Executive's employment is terminated by the Company without Cause or by the
Executive for Good Reason, Executive shall be entitled to the following payments
and benefits: The determination of "Good Reason" is in the sole discretion of
the Company.

     

    (i)    payment of all Accrued Obligations in a lump sum in cash as
soon as practicable but no
later than ninety (90) days following the Date of
Termination;

     

    (ii)           payment
of an amount equal to one (1) times the sum of Executive's monthly current Base
Salary plus any portion of the Annual Bonus allocated by the Board of Directors
for
the period of employment.

     

    (iii)          immediate
vesting of all outstanding
options, stock grants, shares of restricted stock and any other equity incentive
compensation; provided, that the stock options shall be exercisable only until
the earlier to occur of (A) two (2) years from the date of the Executive's
termination, or (B) the date the option would have otherwise expired if the
Executive had not
terminated employment;
and

     

    (iv)         disability
and other welfare plan benefits (other than continued group long-term disability
coverage) for Executive and Executive's spouse/family, which are generally
available to executives of the Company, for a period of one (1) year from the
Date of Termination at the same cost to the Executive as is charged to such
executives from time to time for comparable
coverage.

     

    
      (b)    Termination
by Executive Other Than
for Good Reason or by the
Company for
Cause.

    

     

    In the
event that the Executive's employment
is terminated by Executive other than for Good Reason, as determined by the
Company, or by the Company for Cause, the Executive shall be entitled only to
the payments and benefits set forth below:

    


    
      
        
           


        

        
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    (i)           as
of the Date of Termination, any Base Salary that is accrued but unpaid,
any vacation that is accrued but unused and any business expenses that are
unreimbursed; and

     

    (ii)          any
other rights and benefits (if any) provided under plans and programs
of the
Company (excluding any bonus program), determined in accordance with the
applicable terms and provisions of such plans and programs,

     

    (c)    Disability.

     

    If the
Executive's employment is terminated due to Disability, Executive shall be
entitled to the following payments and benefits:

     

    (i)           payment
of all Accrued Obligations in a lump sum in cash as soon as practicable
but no later than ninety (90) days following the Date of
Termination;

     

    (ii)          payment
of an amount equal to twelve (12) times the sum of Executive's monthly
current Base Salary
plus any portion of the Annual Bonus allocated by the Board of Directors for the
period of employment.

     

    (iii)         immediate
vesting of all outstanding options, stock grants, shares of restricted
stock and any other equity incentive compensation; provided, that the stock
options shall be exercisable only until the earlier to occur of (A) two (2)
years from the date of the Executive's termination, or (B) the date the option
would have otherwise expired if the Executive had not terminated employment;
and

     

    (iv)        disability
and other welfare plan benefits (other than continued group long-term
disability coverage) for Executive and Executive's family, which are generally
available to executives of the Company, for a period of one (1 ) year from the
Date of
Termination at the same cost to the Executive as is charged to such
executives from time to time for comparable coverage.

     

    Notwithstanding
any other provision hereof, if Executive dies prior to the time that all
payments described in this Section 9(c) have been completed, such payments and
benefits shall be paid to the Executive's estate.

     

    (d)    Death.

     

    If the
Executive's employment is terminated by death, Executive's estate shall be
entitled to the payment of all Accrued Obligations in a lump sum in cash as soon
as practicable but no later than ninety (90) days following the Date of
Termination.

     

    
      (e)    No
Duty to
Mitigate Damages.

    

     

    After any
Date of Termination, the Executive shall have no obligation to seek other
employment, but shall have the right to be otherwise employed, and any
compensation of any type whatsoever received by the Executive in connection with
such employment shall not be offset by the Company against any of the
obligations of the Company under this Agreement.

     

     

    
      
        
        

      

      
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    10.    Restrictive
covenants.

     

    The
Executive agrees that, during the term of this Agreement, including any
extension thereof, and for a period of one (1) year thereafter, he shall not,
directly or indirectly in the service of or on behalf of others, engage in or
provide services substantially similar
to those services he provides for the Company for a Competing Business.
For purposes of this Section 10(a),
the Executive acknowledges that the Business of the Company is conducted in the
Area; of production, import for resale, and distribution of radioisotopes for
use in the medical industries and as may be
authorized by the Board of Directors.

     

    11.    Ownership and Protection of
Proprietary Information.

     

    (a)    Confidentiality.

     

    All
Confidential information and Trade Secrets and all physical embodiments thereof
received or developed by the Executive while employed by the Company are
confidential to and are and will remain the sole and exclusive property of the
Company. Except to the extent necessary to perform the duties assigned to him by
the Company, the Executive will hold such Confidential Information and Trade
Secrets in trust and strictest confidence, and will not use, reproduce,
distribute, disclose or otherwise disseminate the Confidential Information and
Trade Secrets or any physical embodiments thereof and may in no event take any
action causing or fail to take the action necessary in order to prevent, any
Confidential Information and Trade Secrets disclosed to or developed by the
Executive to lose its character or cease to qualify as Confidential Information
or Trade Secrets.

     

    (b)    Return of Company
Property.

     

    Upon request by the Company, and
in any event upon termination of the employment of the Executive
with the Company for any reason, as a prior condition to receiving any final
compensation hereunder (including payments under Section 9 hereof), the
Executive will promptly deliver to the Company all property belonging to the
Company, including, without limitation, all Confidential information and Trade
Secrets (and all embodiments thereof) then in the Executive's custody, control
or possession.

     

    (c)    Survival.

     

    The
covenants of confidentiality set forth herein will apply on and after the date
hereof to any Confidential Information and Trade Secrets disclosed by the
Company or developed by the Executive prior to or after the date hereof. The
covenants restricting the use of Confidential Information will continue to
survive the termination of this Agreement.

     

    12.    Non-exclusivity of
Rights.

     

    Nothing
in this Agreement shall prevent or limit the Executive's continuing or future
participation in any benefit, bonus, incentive or other plan or program provided
by the Company or any of its Affiliated Companies and for which the Executive
may qualify, nor shall
anything herein limit or otherwise prejudice such rights as the Executive may
have under any other agreements with the Company or any Affiliated
Companies, including, but not limited to stock option or restricted stock
agreements. Amounts which are vested benefits or which the Executive is
otherwise entitled to receive under any plan or program of the Company or any
Affiliated Companies at or subsequent to the Date of Termination shall be
payable in accordance with such plan or program.

     

     

    
 

    
      
        
        

      

      
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    13.    Full
Settlement.

     

    The
Company's obligation to make the payments provided for in this
Agreement and otherwise to perform its obligations hereunder shall not be
affected by any circumstances, including, without limitation, any set-off,
counterclaim, recoupment, defense or other right which the Company
may have against the Executive or others whether by reason of the subsequent
employment of the Executive or otherwise. In no event shall the Executive be
obligated to seek other employment by way of mitigation of the amounts payable
to the Executive
under any of the provisions of this Agreement. In the event that the Executive
shall in good faith give a Notice of Termination for Good Reason and it shall
thereafter be determined that Good Reason did not take place, the employment of
the Executive shall, unless the Company and the Executive shall otherwise
mutually agree, be deemed to have terminated, at the date of giving such
purported Notice of Termination, by mutual consent of the Company and the
Executive and, except as provided in the last preceding sentence, the Executive
shall be entitled to receive only those payments and benefits which he would
have been entitled to receive at such date had he terminated his employment
voluntarily at such date under this Agreement.

     

    14.    Definitions.

     

    (a)           “Accrued
Obligations” shall mean (i) the Executive's full Base Salary through the Date of
Termination, (ii) any unpaid
but accrued Bonus, (iii) the product of the total Bonus paid to the Executive
for the last full fiscal year of the Company and a fraction, the numerator of
which is the number of days in the current fiscal year of the Company through
the Date of Termination, and the denominator of which is 365, (iv) any
compensation previously deferred by the Executive (together with any accrued
earnings thereon) and not yet paid by the Company and any accrued vacation pay
for the current year not yet paid by the Company, (v) any amounts or benefits
owing to the Executive or to the Executive's beneficiaries under the then
applicable employee benefit plans or policies of the Company and (vi) any
amounts owing to the Executive for reimbursement of expenses properly incurred
by the Executive prior to the Date of Termination and which are reimbursable in
accordance with the reimbursement policy of the Company described in Section
5(a).

     

    (b)           “Affiliated
Company” shall mean any company controlling, controlled by or under common
control with the Company.

     

    (c)           “Area”
shall mean the United States.

     

    (d)           “Base
Salary” shall have the meaning set forth in Section 3.

     

    (e)          
“Bonus”
shall have the meaning set forth in Section 4.

     

    (f)           “Business
of the Company” shall mean any business that involves the manufacture,
production, sale, marketing, promotion, exploitation, development, licensing or
distribution of radioisotope devices used in the treatment of
cancer.

     

    (g)           “Cause”
shall mean either: (i) any act that constitutes, on the part of the Executive,
fraud or dishonesty that directly results in material injury to the Company or
the conviction of a felony, or (ii) the Executive materially breaches this
Agreement, provided, however, that in case of Clause (ii) above, such conduct
shall not constitute Cause unless the Board of Directors shall have delivered to
the Executive notice setting forth with specificity (A) the conduct deemed to
qualify as Cause, (B) reasonable action that would remedy such objection, and
(C) a reasonable
time (not less than thirty (30) days) within which the Executive may take
such
remedial action, and the Executive shall not have taken such specified remedial action within
such specified reasonable time.

     

     

    
      
        
        

      

      
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    (h)    A "Change of Control" means: (i) the acquisition after
the execution of this
agreement, by any
individual, entity or group (within the meaning of Section 130)(3) or
14(d)(2) of the Securities
Exchange Act of 1934, as amended
(the "Exchange Act") (a "Person”) of beneficial ownership (within the
meaning of Rule 13d-3
promulgated under the
Exchange Act) of
voting securities of the corporation where such acquisition causes such
person to own thirty- five percent (35%) or more of the combined voting
power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company Voting
Securities"); provided,
however, that for purposes of this Subsection (i), the following
acquisitions shall not be deemed to result in a Change of Control: (A) any
acquisition directly from the Company, (B) any acquisition by the Company, (C)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company or (D)
any acquisition by any corporation pursuant to a transaction that complies with
clauses (A). (B) and (C) of Subsection (iii) below; and provided,
further, that if any Person's beneficial ownership of the Outstanding Company
Voting Securities reaches or exceeds thirty-five percent (35%) as a result of a
transaction described in clause (A) or (B) above, and such Person subsequently
acquires beneficial ownership of additional voting securities of the Company, such subsequent
acquisition shall he treated as an acquisition that causes such Person to
own thirty-five percent (35%) or more of the Outstanding Company Voting
Securities; or (ii) individuals who, as of the date hereof constitute the Board
(the "Incumbent Board") cease for any reason to constitute at least
a majority of the Board; porvided, however, that any individual becoming a
director subsequent to the date hereof whose
election, or nomination
for election, by the Company's shareholders, was approved by a vote of
at least two-thirds of the
directors then comprising the incumbent Board shall be considered as
though such individual were a member of the incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office occurs
as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; (iii) the approval by the shareholders of the
Company of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company ("Business
Combination") or, if consummation of such Business Combination is subject, at
the time of such approval by shareholders, to the consent of any government or
governmental agency, the obtaining of such consent (either explicitly or
implicitly by consummation); excluding, however, such a Business Combination
pursuant to which (A) all or substantially all of the individuals and entities
who were the beneficial owners of the Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly. more than sixty percent (60%) of, respectively, the then outstanding
shares of common stock and the combined voting power of the then outstanding
voting securities entitled to
vote generally in the election of directors, as the case may be of the
corporation resulting from such Business Combination including, without
limitation, a corporation that as a result of such transaction owns the Company
or all or substantially
all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership, immediately prior to such
Business Combination of the
Outstanding Company Voting Securities, (B) no Person (excluding any
employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, thirty-five percent (35%) or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination
and (C) at least a majority of the members of the board of directors
of the corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination; or (iv) approval
by the shareholders of the Company of a complete liquidation or dissolution of
the Company.

     

     

    
      
        
        

      

      
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    (i)    "Change of
Control Date" shall mean the date on which a Change of Control
shall be deemed to have occurred.

     

    (j)    "Code" shall
mean the Internal Revenue Code of 1986, as amended.

     

    (k)    "Company
Information" means Confidential Information and Trade Secrets,

     

    (l)            
"Competing Business" means any person, film, corporation, joint venture
or other
business entity which is engaged in the Business of the Company within the
Area.

     

    (m)           "Confidential
Information" means confidential data and confidential information relating to
the business of the Company (which does not rise to the status of a trade secret
under applicable law) which is or has been disclosed to Executive or of which
Executive became aware as a consequence of or through his employment with the
Company and which has value to the Company and is not generally known to its
competitors, and which is designated by the Company as confidential.
Confidential Information shall riot include any data or information that (i) has
been voluntarily disclosed to the general public by the Company; (ii) has been
independently developed and disclosed to the general public by others; or (iii)
otherwise enters the public domain through lawful means.

     

    (n)           "Date
of Termination" shall mean (i) if the Executive's employment is terminated by
his death, the date of his death; (ii) if the Executive's employment is
terminated by the Company as a result of Disability pursuant to Paragraph
8(a)(iii), the date that is thirty (30) days after Notice of Termination is
given, provided, the Executive shall not have returned to the performance of his
duties on a full-time basis during such thirty (30) day period; (iii) if the
Executive terminates his employment for Good Reason pursuant to Paragraph 8(b),
the date that is ten (10) days after Notice of Termination
is given (provided that the Company does not cure the event which gives
the Executive Good Reason during the ten (10) day period); (iv) if the Executive
terminates his employment
other than for Good Reason, the date that is two (2) weeks after Notice
of Termination is given, provided, in the sole discretion of the Company, such
date may be any earlier date after Notice of Termination is given; (v) if the
Executive's employment is terminated by the Company without Cause pursuant to
Section 8(a)(i), the date that is two (2) weeks after Notice of Termination is
given; or (vi) if the Executive's employment is terminated by the Company for
Cause pursuant to Paragraph 8(a)(ii), the date on which the Notice of
Termination is given.

     

    (o)           "Disability"
shall mean physical or mental illness which would entitle the Executive
to receive full long-term disability benefits under the Company's long-term
disability plan on terms substantially similar to those of the long-term
disability plan as in effect as of the financial breakeven date.

     

    (p)           "Good Reason" shall mean the occurrence
of one of the following events which
occurs without the Executive's consent (provided the Company does not cure such
event on a retroactive basis to the extent possible within ten (10) days
following its receipt of the Executive's Notice of Termination): (i) the
Executive's title, position, authority or responsibilities (including
reporting responsibilities and authority) are changed in a materially adverse
manner; (ii) the Executive's Base Salary is reduced for any reason other than in
connection with the termination of his employment or mutual agreement; (iii) for
any reason other than in connection with the termination of the Executive's
employment, the Company materially reduces any fringe benefit provided to the
Executive under Section 5, below the level of such fringe benefit provided
generally to other actively employed similarly situated executives of the
Company (notwithstanding the foregoing, if the Company agrees to fully
compensate the Executive for any such material reduction for a period ending on
the earlier to occur of (A) the date such fringe benefit is no longer provided
to other actively employed similarly situated executives of the Company or (B)
four (4) years, then such event shall not constitute Good Reason); (iv) the
Company otherwise materially breaches, or is unable to perform its obligations
under this Agreement; or (v) the occurrence of a Change of Control.

     

     

    
      
        
        

      

      
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    Notwithstanding
the foregoing, the occurrence of one of the events in Paragraphs (i) through (v)
hereof shall not be considered Good Reason for the Executive's termination,
unless the Executive delivers a Notice of Termination pursuant to Paragraph 8
hereof, within sixty (60) days after the Executive has actual notice of the
occurrence of any of the events listed in
Paragraphs (i) through (v) hereof.

     

    (q)            "Notice
of Termination" shall mean a notice that 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 the Executive's employment under the provision so
indicated.

     

    (r)            "Subsidiary"
shall mean any majority owned subsidiary of the Company.

     

    (s)            "Trade
Secrets" means information of the Company, without regard to  form, including,
but not limited to, technical or nontechnical data, formulas, patterns,
compilations,
programs, devices, methods, techniques, drawings, processes, financial data,
financial plans, product or service plans or lists of actual or potential
customers or suppliers which is not commonly known by or available to the public
and which information (i) derives economic value, actual or potential, from not
being generally known to, and not being readily ascertainable by proper means
by, other persons who can obtain economic value from its disclosure or use; and
(ii) is the subject of efforts that are reasonable under the circumstances to
maintain its secrecy.

     

    15.    Assignment and Survivorship
of Benefits.

     

    The
rights and obligations of the Company under this Agreement shall inure to
the benefit of, and shall be binding upon, the successors and assigns of the
Company. If the Company shall at any time be merged
or consolidated into, or with, any other company, or if substantially all
of the assets of the Company are transferred to another company, then the
provisions of this Agreement shall be
binding upon and inure to the benefit of the company resulting from such
merger or consolidation or to which such assets have been transferred, and this
provision shall apply in the event of any subsequent merger, consolidation, or
transfer.

     

     

    


    
      
        
           


        

        
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    16.    Notices.

     

    Any
notice given to either party to this Agreement shall be in writing, and shall be
deemed to have been given when delivered personally or sent by certified mail,
postage prepaid, return receipt requested, duly addressed to the party
concerned, at the address indicated below or to such changed address as such
party may subsequently give notice of.

     

    If to the
Company:

     

    Advanced
Medical Isotopes Corporation 

    6308
Okanogan Street

    Kennewick,
WA

     

    Attn: Mr.
James Katzaroff, President and Board of Directors Chairman 

     

    If to the
Executive:

     

    William
J. Stokes

    257
Riverwood Street 

    Richland
WA 99352

     

    17.            Indemnification.

     

    The
Executive shall be indemnified by the Company, to the extent provided in the
case of officers under the Company's Certificate of Incorporation or
Bylaws.

     

    18.           Taxes.

     

    Anything
in this Agreement to the contrary notwithstanding, all payments required to be
made hereunder by the Company to the Executive shall be subject to withholding
of such amounts relating to taxes as the Company may reasonably determine that
it should withhold pursuant to any applicable law or regulations. In lieu of
withholding such amounts, in whole or in part, however, the Company may, in its
sole discretion, accept other provision for payment of taxes, provided that it
is satisfied that all requirements of the law affecting its responsibilities to
withhold such taxes have been satisfied.

     

    19.            Enforcement of
Rights.

     

    All legal
and other fees and expenses, including, without limitation, any arbitration
expenses, incurred by the Executive in connection with seeking to obtain or
enforce any right or benefit provided for in this Agreement, or in otherwise
pursuing any right or claim, shall be paid by the Company, to the extent
permitted by law, provided that the Executive is successful in whole or in part
as to such claims as the result of litigation, arbitration, or settlement. Under
a partial finding for the Executive, the Company shall be obligated to pay such
legal fees as associated with the upheld claim or prorated to the award vs. the
claim.

     

    In the
event the Company refuses or otherwise fails to make a payment when due and it
is ultimately decided that the Executive is entitled to such payment, such
payment shall be increased to reflect an interest equivalent for the period of
delay, compounded annually, equal to four (4) percentage points over the Prime
Interest Rate as posted periodically in the Wall Street Journal in effect as of
the date the payment was first due.

    


    
      
        
           


        

        
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    20.           Governing
Law/Captions/Severance.

     

    This
Agreement shall be construed in accordance with, and pursuant to, the laws of
the State of Washington. The captions of this Agreement shall not be part of the
provisions hereof; and shall have no force or effect. The invalidity or
unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement. Except as
otherwise specifically provided in this paragraph, the failure of either party
to insist in any instance on the strict performance of any provision of this
Agreement or to exercise any right hereunder shall not constitute a waiver of
such provision or right in any other instance.

     

    21.           Entire Agreement/Amendment.

     

    This
instrument contains the entire agreement of the parties relating to the subject
matter hereof, and the parties have made no agreement, representations, or
warranties relating to the subject matter of this Agreement that are not set
forth herein. This Agreement may be amended at any time by
written agreement of both parties, but it shall not be amended by oral agreement
This Agreement terminates any and all prior Agreements relating
to the
terms of
Executive's employment.

     

    IN
WITNESSETH
WHEREOF, the
parties have executed this Agreement on the date first above
written.

     

    
      
        	 	Advanced
      Medical Isotope Corporation	 
	 	 	 	 
	 	By: 	James
      C. Katzaroff,	 
	 	 	 	 
	
                 

              	
                 

              	/s/ James
      C. Katzaroff	 
	 	 	Title:
      President and Chairman Board of Directors 	 
	 	 	 	 
	 	 	 	 


      

    

     

    
      	 	EXECUTIVE:	 
	 	 	 	 
	 	 	William
      J. Stokes	 
	 	 	 	 
	
               

            	
               

            	/s/ William
      J. Stokes	 
	 	 	Title:
      Chief Executive Officer	 
	 	 	 	 
	 	 	 	 


    

    
    

     

     

    
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