exhibit_10-5.htm


    
      

    
EXHIBIT
10.5

     

     

    EMPLOYMENT
AGREEMENT

     

    Employment
Agreement, between Advanced Medical Isotopes Corporation (the
"Company" or “Employer”) and Leonard Bruce Jolliff (the
"Employee").

    


    
      1. 
For good
consideration, the Company employs the Employee on the following terms and
conditions.

    

    


    
      2. 
Term of Employment. 
Subject to the provisions for termination set forth below this agreement will
begin on May 16, 2007, unless sooner terminated.

    

    


    
      3. 
Salary. The Company shall pay
Employee a salary of $100,000 per year, for the services of the Employee,
payable at regular payroll periods.  1,500,000 options to
purchase common stock at .50 with a 3 year vesting schedule (500,000 per year on
the anniversary of the execution date of this document). The options have a five
year life from the execution date of this document.

    

    


    
      4. 
Duties and Position. The
Company hires the Employee in the capacity of Chief Financial Officer. The
Employee's duties may be reasonably modified at the Company's discretion from
time to time.

    

    


    
      5. 
Employee to Devote
Time to Company. The Employee will
devote time, attention, and energies as considered necessary to fulfill his
duties and responsibilities to the Company.

    

    


    
      6. 
Confidentiality of Proprietary
Information.  Employee agrees, during or after the term of this employment,
not to reveal confidential information, or trade secrets to any person, firm,
corporation, or entity. Should Employee reveal or threaten to reveal this
information, the Company shall be entitled to an injunction restraining the Employee from disclosing
same, or from rendering any services to any entity to whom said information has
been or is threatened to be disclosed, the right to secure an injunction is not
exclusive, and the Company may pursue any other remedies it has against the
Employee for a breach or threatened breach of this condition, including the
recovery of damages from the Employee.

    

    


    
      7. 
Reimbursement of Expenses. The
Employee may incur reasonable expenses for furthering the Company's business,
including expenses for entertainment, travel, and similar items. The Company
shall reimburse Employee for all approved business expenses after the Employee
presents an itemized account of expenditures, pursuant to Company
policy.

    

    


    
      8. 
Vacation. The Employee
shall be entitled
to a yearly vacation of 3 weeks at full pay.

    

    


    
      9. 
Termination of Agreement.
Without cause, the Company may terminate this agreement at any time upon
30 days' written notice to the Employee. If the Company requests, the Employee
will continue to
perform his/her duties and may be paid his/her regular salary up to the date of
termination. In addition, the Company will pay
the Employee on the date of the termination a severance allowance of two months
less taxes and Social Security required to be withheld. Without cause, the
Employee may terminate employment upon 14 days' written notice to the Company.
Employee may be required to perform his or her duties and will be paid the
regular salary to date of termination but shall not receive severance allowance.
Notwithstanding anything to the contrary contained in this agreement, the
Company may terminate the Employee's employment upon 14 days' notice to the
Employee should any of the following events occur:

    

    


    
      (a)
The sale
of substantially all of the Company's assets to a single purchaser or group of
associated purchasers; or

    

    


    
      (b)
The sale,
exchange, or other disposition, in one transaction of the majority of the
Company's outstanding corporate shares; or

    

    


    
      (c)
The
Company's decision to terminate its business and liquidate its
assets;

    

    


    
      (d)
The
merger or consolidation of the Company with another
company.

    


    
      
         


      

      
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      (e)
Bankruptcy
or chapter 1l reorganization.

    

    


    
      10. 
Death Benefit.  Should
Employee die during the term of employment, the Company shall pay to Employee's
estate any compensation due through the end of the month in which death
occurred.

    

    


    
      11. 
Restriction on Post Employment
Compensation.  In the
event the Employee voluntarily terminates employment with the Company, for a
period of one (1) year after the end of employment the Employee shall not
control, consult to or be employed by any business similar to that conducted by
the company, either by soliciting any of its accounts or by operating within
Employer's general trading area.

    

    


    
      12. 
Assistance in Litigation. 
Employee shall upon
reasonable notice, furnish such information and proper assistance to the Company
as it may reasonably require in connection with any litigation in which it is,
or may become, a party either during or after employment.

    

    


    
      13. 
Effect of Prior
Agreements. This Agreement
supersedes any prior agreement between the Company or any predecessor of the
Company and the Employee, except that this agreement shall not
affect or operate to reduce any benefit or compensation inuring to the Employee
of a kind elsewhere provided and not expressly provided in this
agreement.

    

    


    
      14. 
Settlement by
Arbitration.  Any claim or controversy that arises out of or relates
to this agreement, or the breach of it, shall be settled by arbitration in
accordance with the rules of the American Arbitration Association. Judgment upon
the award rendered may be entered in any court with jurisdiction within Benton
County, WA.

    

    


    
      15. 
Limited Effect of Waiver by
Company.  Should Company waive breach of any provision of this
agreement by the Employee, that waiver will not operate or be construed as a
waiver of further breach by the Employee.

    

    


    
      16. 
Severability.  If,
for any reason, any provision of this agreement is held invalid, all other
provisions of this agreement shall remain in effect. If this agreement is held
invalid or cannot be enforced, then to the full extent permitted by law any
prior agreement between the Company or any predecessor thereof) and the Employee
shall be deemed reinstated as if this agreement had not been
executed.

    

    


    
      17. 
Assumption or Agreement by Company's
Successors and Assignees.  The
Company's rights and obligations under this agreement will inure to the benefit
and be binding upon the Company's successors and assignees.

    

    


    
      18. 
Oral Modifications Not
Binding.  This
instrument is the entire agreement of the Company and the Employee. Oral changes
have no effect. It may be altered only by a written agreement signed by the
party against whom enforcement of any waiver, change, modification, extension,
or discharge is sought.

    

    


    
      19. 
Each
party has reviewed this Agreement with their respective
attorneys.

    

    


    Signed
this 10th day of
August
2007.

     

    
      
        	 	 	 	 	 
	
                /s/ 
      James C. Katzaroff

              	 	 	
                /s/ 
      Leonard Bruce Jolliff

              	 
	
                Officer's
      Signature

              	 	 	
                Employee's
      Signature

              	 


      

    

     

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