**Exhibit10.18**

**EMPLOYMENT AGREEMENT BETWEEN**

**AMERICAN MEDICAL TECHNOLOGIES, INC. AND JUDD D HOFFMAN**

THIS EMPLOYMENT AGREEMENT (the “Agreement”), is madeeffective as of January 1, 2007 (“Effective Date”), is entered into by andbetween American Medical Technologies, Inc., a Texas corporation (the “Company”)and Judd D Hoffman (the “Executive”), collectively referred to herein as the “parties.”

WHEREAS, the Company wishes to employ the Executiveto serve as its Chief Executive Officer and President to perform lawful dutieson behalf of the Company.

NOW, THEREFORE, for and in consideration of themutual promises and conditions made herein and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereby agree as follows.

**ARTICLE I**

**EMPLOYMENT AND TERM OF EMPLOYMENT**

**1.1.**         **Employment and Term.**  The Company hereby employs Executive torender full-time services to the Company, subject to Section 2.2 of thisAgreement, and except during vacation periods and reasonable periods of absencedue to sickness, personal injury or other disability, or family medical leaveto the extent required by applicable law, upon the terms and conditions setforth below, from the Effective Date of this Agreement until the employmentrelationship is terminated in accordance with the provisions of thisAgreement.  This Agreement is for a termof three (3) years from the Effective Date, that is, concluding on December 31,2009 (the “Stated Term”), unless renewed or terminated earlier as provided forherein (the “Employment Term”).

**1.2          Renewal.**  ThisAgreement will be automatically renewed for an additional one (1) year period(without any action by either party) at the end of the Stated Term, that is, commencingon January 1, 2010, and on each anniversary thereof (“Renewal Period”), unlessone party gives to the other written notice ninety (90) days in advance of thebeginning of any of the Renewal Periods that this Agreement is to beterminated, subject to the terms of Article IV of this Agreement.

**1.3.         Acceptance.**  Executive hereby acceptsemployment with the Company and agrees to devote his full-time attention andbest efforts to rendering the services described below.  The Executive shall accept and follow thereasonable and lawful direction and authority of the Company’s Board ofDirectors (“Board”), in the performance of his duties, and shall comply withall reasonable and lawful existing and future regulations applicable to seniormanagement level employees of the Company and to the Company’s business.

**1.4.         Termination of Prior Agreements. **Upon execution of this Agreement, all prior employment and/orconsultant agreements between Executive and the Company or its subsidiariesshall be deemed terminated and there shall be no right to severance or otherrelated benefits thereunder; provided, however, that the foregoing will notapply to any obligation of the Company or any of its subsidiaries, if any, toindemnify Executive against any losses, costs, damages or expenses.

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**ARTICLE II**

**DUTIES OF EMPLOYEE**

**2.1.         General Duties.**  Executive shall serve as ChiefExecutive Officer and President.  In suchcapacity, Executive shall do and perform all lawful services, acts, or otherthings necessary or advisable to manage and conduct the worldwide direction ofthe Company, including, but not limited to, the supervision, direction andcontrol of the work force and other employees of the Company, subject to thelawful policies and direction of the Board. To the extent consistent with the Company’s Articles of Incorporation,as amended (“Articles”) and Bylaws, as amended (“Bylaws”), Executive shall haveall powers, duties and responsibilities necessary to carry out his duties, andsuch other powers and duties as the Board may reasonably and lawfully prescribeconsistent with the Company’s Articles and Bylaws.

**2.2.         Exclusive Services.**  It is understood and agreedthat Executive may not engage in any other business activity during theEmployment Term, whether or not for profit or other remuneration, without theprior written consent of the Company; provided, however, that theExecutive may (i) manage personal and family investments (ii) engage incharitable, philanthropic, educational, religious, civic and similar types ofactivities to the extent that such activities do not in the view of the Companyinterfere with the business of the Company or any affiliate or subsidiary ofthe Company, or the performance of the Executive’s duties under this Agreement,(iii) subject to the approval of the Board, serve as a director or as amember of an advisory board of another business enterprise, and (d) engage inpassive investment in non-competing businesses and participate on non-profitboards.

**2.3.         Reporting Obligations.**  Inconnection with the performance of his duties hereunder, the Executive shallreport directly to, and take direction from, the Board.

**ARTICLE III**

**COMPENSATION AND BENEFITS OF EMPLOYEE**

**3.1.         Annual Base Salary.**  The Company shall pay theExecutive salary for the services to be rendered by him during the EmploymentTerm at the rate of two hundred and ten thousand dollars ($210,000) annually(prorated for any portion of a year), subject to increases, if any, as theBoard may determine in its sole discretion after periodic review of theExecutive’s performance of his duties hereunder not less frequently thanannually.  Notwithstanding the foregoing,Executive’s annual base salary shall increase as of the first day of eachanniversary year of the Effective Date in an amount that is no less than fivepercent (5%), provided, however, that there shall not be any increase in basesalary if at the anniversary date designated above either party to thisAgreement has issued a notice of termination as described in thisAgreement.  Such base salary shall bepayable in periodic installments in accordance with the terms of the Company’sregular payroll practices in effect from time to time during the term of thisAgreement, but in no event less frequently than once each month.

**3.2.         Bonuses. ** In addition to the base salaryand other benefits provided to Executive hereunder, Company shall also pay thefollowing bonus to Executive:

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(a)           The Company agrees to pay toExecutive a cash bonus which shall be calculated as follows: (i) A bonus to beearned when and if the Company’s net operating profit reaches $500,000 for thecalendar year 2007.  The bonus to be paid shall be 15% of the $500,000together with 10% of any net operating profit above this $500,000 amount. Upon the Company’s reaching or exceeding this goal of operating net profit,Employee shall have the option of accepting payment of the bonus in cash oraccepting 250,000 shares of Company common stock at an option price of $0.20(20/100 Dollars) per share (which the parties agree represents the market priceon the date of this Agreement).  For such bonus, the documentation to beused to determine eligibility shall be the usual profit and loss and/or balancesheet statements prepared by the Company in the ordinary course ofbusiness.  Any bonus which is earned and due and payable to Executiveshall be payable in one lump sum within thirty (30) days after the issuance ofthe 10-K annual report following the end of the calendar year 2007, provided,however, that if Executive is not employed with Company for all of 2007 but theCompany achieves the operating profit levels identified herein while Executiveis employed with the Company, then the Company shall pay the bonus called forby this Paragraph 3.2(a) pro rated based upon the number of months theExecutive is employed with the Company during calendar year 2007.   All of the foregoing options shall have anexercise term of no less than five (5) years from the date of each vestingwithin which they must be exercised.

**3.3.         Expenses.**  The Company shall pay orreimburse the Executive for all reasonable, ordinary and necessary businessexpenses actually incurred or paid by the Executive in the performance ofExecutive’s services under this Agreement in accordance with the expensereimbursement policies of the Company in effect from time to time during theEmployment Term, no later than thirty (30) days following Executive’spresentation of such accurate supporting documents as the Company may require,provided, however, that any anticipated expense to be incurred by Executivewhich exceeds $10,000.00 must first be authorized by the Board in writing to beeligible for reimbursement.

**3.4.         Vacation.**  The Executive shall be entitledto three (3) weeks paid vacation for each calendar year (prorated for anyportion of a year, as applicable). Notwithstanding anything to the contrary in this Agreement, vacationtime shall cease to accrue beyond six (6) weeks at any given time during theEmployment Term, and vacation time shall again accrue up to the maximum whenExecutive uses up vacation time to drop the vacation accrual below the maximum.

**3.5.         General Employment Benefits.** Except where expressly provided for herein, the Executive shall beentitled to participate in, and to receive the benefits under, any pension,health, medical life, accident and disability insurance plans or programs andany other employee benefit or fringe benefit plans that the Company makesavailable generally to its employees, and any such benefits and/or levels ofbenefits available to senior management of the Company, as the same may be ineffect from time to time during the Employment Term.

**3.6.         StockOptions.**

(a)           On the Effective Date, Executive ishereby granted options to purchase one hundred thousand (100,000) shares ofcommon stock of the Company at 20/100 dollars 

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($.20) per share.  Executive may sell such vested shares withintwelve (12) months of the Employment Term only if the Employment Term ends dueto a termination by Employer without cause (Section 4.3 of this Agreement) orby Executive with good reason (Section 4.6 of this Agreement.)

(b)           On the Effective Date, Executive ishereby granted options to purchase seven-hundred and fifty thousand (750,000)shares of common stock of the Company at the 20/100 dollars ($.20) pershare.  One third of such options shallvest on the last day of the first, second and third years of the EmploymentTerm resulting in one hundred percent (100%) vesting on the end of the thirdyear of the Employment Term, that is, on December 31, 2009.

(c)           All of the foregoing options shall have a termof no less than five (5) years from the date of each vesting within which theymust be exercised.

**3.7.         Location; Travel**.  In connection with hisemployment during the Employment Term, unless otherwise agreed by the Executivein writing, the principal place where Executive shall office and provideservices to the Company shall be within a ten mile radius of Executive’sprincipal residence, which is currently Redondo Beach, California (“Office Area”).  Executive will undertake business travel onbehalf of the Company, the authorized expenses of which shall be paid by theCompany pursuant to Section 3.3 of this Agreement.

**ARTICLE IV**

# **TERMINATION OF EMPLOYMENT**

**4.1.         Termination.**  The Employment Term may beterminated earlier as provided for in this Article IV, or extended as set forthherein.  In the event of any termination,in addition to any other obligations of Company set forth below (e.g.,Severance Benefits), Company shall pay Executive (or the designated beneficiaryas provided in Section 6.8 below, or the estate or personal representative ofExecutive ): (a) any accrued but unpaid salary, accrued but unused vacationtime, un-reimbursed expenses which otherwise would be reimbursed in the normalcourse and vested benefits under any of the Company’s benefit plans in which the Executive and/or his dependents orbeneficiaries are participants or otherwise eligible for such benefits; (b) thebonus identified in Paragraph 3.2 which has been previously declared but notyet paid, according to the terms stated therein; and (c) any other amounts dueto Executive pursuant to this Article IV.

**4.2.         Termination by Company for Cause.**  TheCompany reserves the right to terminate the Employment Term for cause upon: (a)Executive’s willful failure or refusal to perform his duties with the Company(other than such failure resulting from his incapacity due to physical ormental illness); (b) Executive’s engaging in gross misconduct in connectionwith Executive’s work for Company; (c) Executive’s breach of this Agreement, or(d) Executive’s conviction of a felony, or an act of fraud against the Companyor its affiliates; provided, however, the Company may notterminate the Executive’s employment for cause unless the Company has firstprovided Executive with written notice, specifying the act or acts alleged toconstitute cause, and provided the Executive with a period of thirty (30)calendar days to cure the failure, unless the cause is the Executive’sconviction for a crime or his engaging in an act of fraud or gross misconduct,in which case he will not be entitled to any cure period, and such notice oftermination will be effective immediately. Upon a termination for cause, Executive shall not be entitled to 

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any Severance Benefits (as defined below) and all stock options of theCompany granted to Executive which have not vested shall be canceled.

**4.3.         Termination by Company Without Cause.** Notwithstanding anything to the contrary in this Agreement, the Companyreserves the right to terminate the Employment Term at any time upon ninety(90) days’ advance written notice to Executive, without cause, subject to theexpress terms and provisions set forth in Sections 4.5 and 4.6 of thisAgreement.

**4.4.         VoluntaryTermination by Executive.** Notwithstanding anything to thecontrary in this Agreement, Executive may terminate this Agreement at any timeupon ninety (90) days’ advance written notice to the Company, subject to theterms and provisions below.  Except in the case of a termination for “goodreason”, as set forth in Section 4.7 of this Agreement, the Company shall notbe obligated to pay any Severance Benefits to Executive if Executive terminatesthis Agreement pursuant to this Section 4.4 of this Agreement.

**4.5.         SeveranceBenefits.**  If theEmployment Term is terminated by Company “without cause” (as set forth inSection 4.3 of this Agreement), or Executive terminates his employment for “goodreason” (as set forth in Section 4.6 of this Agreement), Company shall provideExecutive (or the designated beneficiary, as provided in Section 6.8 below, orthe estate or personal representative of Executive) “Severance Benefits” asfollows:  (a) an immediate one-timelump-sum cash payment equal to twelve (12) months of Executive’s annual basesalary as provided for in Section 3.1 of this Agreement, or Executive’s thencurrent rate of compensation, whichever is greater, less any taxes that must bewithheld; and (b) any portion of any stock options granted by Company toExecutive pursuant to Section 3.6 or otherwise shall immediately vest and allsuch options shall be exercisable until and including ninety (90) days afterthe termination, provided, however, that Executive shall not be entitled toreceive any of such Severance Benefits unless he (or his duly designated representativeif he is dead or disabled) shall first have executed before a notary anddelivered to the Company a Release of All Claims of any kind or character hemay have against the Company (other than claims arising out of the Company’sfailure to comply with the severance terms), and such Release shall have becomeeffective under applicable law.

**4.6.**         **Termination by Executive for Good Reason.** The Executive may terminate the Employment Termfor “good reason” after giving the Company written notice thereof, if theCompany shall have failed to cure the event or circumstance constituting “goodreason” within ten (10) business days after receiving such notice. Good reasonshall mean the occurrence of any of the following without the written consentof the Executive: (a) the assignment to the Executive of duties inconsistentwith this Agreement or a change in his reporting obligations, positions, titlesor authority; (b) any failure by the Company to comply with Article III hereof;(c) the failure of the Company to comply with and satisfy Section 6.2 of thisAgreement; (d) a Change of Control (as defined in Section 4.7 of thisAgreement) or a termination by Employee following the commencement of anydiscussion with a third person that ultimately results in a Change in Control;(e) the relocation of the principal place where the Executive regularlyperforms services for the Company outside of the Office Area; (f) any breach ofthis Agreement by the Company; or (g) any misrepresentation by Company to anygovernment or other felony violation of law. The Executive’s continued employment shall not constitute consent to, ora waiver of rights with respect to, any act or failure to act constituting “goodreason” hereunder, provided, however, that if the Executive does not invoke hisright to terminate “for good reason” under this Paragraph 4.6 

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withinninety (90) days after the occurrence of an event described herein astriggering such a right about which event he either knew or should have known,then his right to so terminate shall be deemed irrevocably waived.

**4.7.         Change of Control. **For purposes of this Agreement, a “change of control”shall mean an event involving one transaction or a series of relatedtransactions in which (a) the Company issues securities representing more thanfifty percent (50%) of the beneficial ownership (within the meaning of Rule13d-3 promulgated under the Securities Exchange Act of 1934, as amended (“the “ExchangeAct”), or any successor provision) of the outstanding voting power of the thenoutstanding securities entitled to vote generally in the election of directors(“Voting Stock”) of the Company to any individual, firm, partnership, or otherentity, including a “group” within the meaning of Section 13(d)(3) of theExchange Act;  (b) the Company issuessecurities representing more than fifty percent (50%) voting stock of theCompany in connection with a merger, consolidation or other businesscombination (other than for purposes of reincorporation);  (c) the Company is acquired in a merger or otherbusiness combination transaction in which the Company is not the survivingcorporation (other than a reincorporation); (d) more than fifty percent (50%)of the Company’s Voting Stockor consolidated assets are sold or transferred; or (e) the Board  determines, in its sole and absolutediscretion, that there has been  a changein control of the Company; provided, however, that clauses (b), (c) and (d),above, will constitute a “change in control” only if all or substantially allof the individuals and entities who were the beneficial owners of Voting Stockof the Company immediately prior to such merger, consolidation or otherbusiness combination or sale or transfer of earning power or assets (each, a “BusinessCombination”) beneficially own less than 50% of the combined voting power ofthe then outstanding shares of Voting Stock of the entity resulting from suchBusiness Combination (including, without limitation, an entity which as aresult of such transaction owns the Company or all or substantially all of theCompany’s earning power or assets either directly or through one or moresubsidiaries).

**4.8.         Disability.**  If Executive becomes permanently and totallydisabled, this Agreement shall be terminated. Executive shall be deemed permanently and totally disabled if he isdeemed by the Board in its sole discretion to be physically, mentally orpsychologically unable with or without reasonable accommodation to perform theessential functions of his job including the activities required by thisAgreement for a continuous period of ninety (90) days.  Within that 90-day period, Executive shall beentitled to submit for Board consideration a bona fide report from a dulyqualified medical doctor that, if applicable, the Executive is capable ofperforming the essential functions of his job; the Board, in its solediscretion, shall give consideration to such information as it shall considerappropriate.  If the Executive’semployment is terminated due to disability, the Company shall promptly providethe Severance Benefits (as defined in and subject to the terms of Section 4.5of this Agreement) to Executive.  ThisSection 4.8 will not limit the entitlement of the Executive to any other rightsor benefits then available to the Executive under any plan or program of theCompany or under applicable law.

**4.9.         Death.**  If Executive dies during theEmployment Term, the Employment Term shall be terminated on the last day of thecalendar month of his death subject to the express terms and provisions below.Upon termination due to death, the Company shall promptly provide the SeveranceBenefits (as defined in and subject to the terms of Section 4.5 of thisAgreement) to Executive’s designated beneficiary, estate or personalrepresentative.  This Section 4.9will not limit the entitlement of the Executive’s beneficiaries, estate orpersonal representative to any 

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death or other benefits then available to the Executive under any lifeinsurance, stock ownership, stock options, or other benefit plan or policy thatis maintained by the Company for the Executive’s benefit.

**4.10.       Effect of Termination.** Except as expressly provided for in this Agreement, the termination ofemployment shall not impair any obligation that accrued prior to termination,nor shall it excuse the performance of any obligation which is required orcontemplated hereunder to be performed after termination, and any suchobligation shall survive the termination of employment and this Agreement.

**ARTICLE V**

**COVENANTS AND REPRESENTATIONS**

**5.1.         Unfair and Non-Competition.**  TheExecutive acknowledges that he will have access at the highest level to, andthe opportunity to acquire knowledge of, the Company’s customer lists, customerneeds, business plans, trade secrets and other confidential and proprietaryinformation from which the Company may derive economic or competitiveadvantage, and that he is entering into the covenants and representations inthis Article V in order to preserve the goodwill and going concern value of theCompany, and to induce the Company to enter into this Agreement.  In consideration ofthat, as well as in consideration of the compensation and other terms andconditions of this Agreement, and in recognition of the fact that the Companywould not be offering employment without the following, the Executiveagrees not to compete with the Company or to engage in any unfair competitionwith the Company during the Employment Term. For purposes of this Agreement,the phrase “compete with the Company,” or the substantial equivalent thereof,means that Executive, either alone or as a partner, member, director, employee,shareholder or agent of any other business, or in any other individual orrepresentative capacity, directly or indirectly owns, manages, operates,controls, or participates in the ownership, management, operation or controlof, or works for or provides consulting services to, or permits the use of hisname by, or lends money to, any business or activity which is or which becomes,at the time of the acts or conduct in question, directly or indirectlycompetitive with the development, financing and/or marketing of the products,proposed products or services of the Company, provided, however, that “competewith the Company” shall not include the Executive’s use of the internationaldealers network he developed prior to becoming employed with the Company, anddocumentation about such network shall be submitted in advance to the Companyfor its review and shall be mutually approved contemporaneously with thesigning of this Agreement. During the Employment Term, Executive shall notdirectly or indirectly acquire any stock or interest in any corporation,partnership, or other business entity that competes, directly or indirectly,with the business of the Company without obtaining the prior written consent ofthe Company. Notwithstanding the foregoing, this Section 5.1 shall not apply tothe ownership or acquisition of stock or an interest representing less than a5% beneficial interest in a corporation that is obligated to file reports withthe Securities and Exchange Commission pursuant to the Exchange Act.  After the Employment has expired, theExecutive shall be permitted to work in the dental industry solely based uponhis representation to the Company that he will not disclose to anyone, norpermit to be disclosed to anyone, any of the Company’s ConfidentialInformation, including but not limited to, the Company’s related product linesand patents.

In addition, Executive andCompany each agree to treat the other respectfully and professionally and notdisparage each other (or the Company’s officers or directors).

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**5.2.         Confidential Information.** During the Employment Term and thereafter, Executive agrees to keepsecret and to retain in the strictest confidence all material confidentialmatters which relate to the Company or its “affiliate” (as that term is definedin the Exchange Act), including, without limitation, customer lists, clientlists, trade secrets, pricing lists, business plans, financial projections andreports, business strategies, internal operating procedures, and otherconfidential business information from which the Company derives an economic orcompetitive advantage, or from which the Company might derive such advantage inits business, and not to disclose any such information to anyone outside of theCompany, whether during or after the Employment Term, except in connection withpursuing in good faith the interests and business of the Company.  The foregoing restrictions and obligationsunder this Section 5.2 will not apply; (a) to any confidentialinformation that is or becomes generally available to the public or generallyknown to persons engaged in businesses similar to or related to that of theCompany, other than as a result of an unauthorized disclosure by Executive; (b) ifthe Executive is required by law to make such a disclosure, provided, however,that if Executive believes he is compelled by law to make such a disclosure,then he shall provide fifteen (15) days’ written notice of such event to theCompany to afford it the opportunity to contest such disclosure or take stepsto prevent public revelation of it, if feasible; (c) to a disclosure toany director of the Company, unless such director is seeking disclosure adverseto the interests of the Company; or (d) to information and relationshipsExecutive had before joining the Company. The Company may waive application of the foregoing restrictions andobligations in its sole discretion from time to time.  The Executive will use only such confidentialinformation for purposes of performing its duties under this Agreement.

**5.3.         Return of Property.**  Upon termination of employment,or at the request of the Company, the Executive agrees promptly to deliver tothe Company all Company or affiliate memoranda, notes, records, reports,manuals, drawings, designs, computer files in any media, and any otherdocuments (including extracts and copies thereof) relating to the Company orits affiliates, and all other property of the Company.  Upon termination, the Executive shall ceaseto use all such materials and information set forth under Section 5.2, andshall take all steps necessary to prevent usage by any other person who hasaccess to such materials and information.

**5.4.         Inventions.**  All processes, inventions,patents, copyrights, trademarks, and other intangible rights that may beconceived or developed by the Executive, either alone or with others, duringthe Employment Term, whether or not conceived or developed during Executive’sworking hours, and with respect to which the equipment, supplies, facilities ortrade secret information of the Company was used, or that relate at the time ofconception or reduction to practice of the invention to the business of theCompany, or to the Company’s actual or demonstrably anticipated research ordevelopment, or that result from any work performed by Executive for theCompany, shall be the sole property of the Company.  Upon the request of the Company, Executiveshall disclose to the Company all inventions or ideas conceived during theEmployment Term, whether or not the property of the Company under the terms ofthis provision, provided that such disclosure shall be received by the Companyin confidence.  Upon the request of theCompany, Executive shall execute all documents, including patent applicationsand assignments, required by the Company to establish the Company’s rightsunder this provision.

**5.5.         Representations.**  The Executive represents andwarrants to the Company that he has full power to enter into this Agreement andperform his duties hereunder, and that he has no 

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outstanding agreement, whether oral or written, that is or may be inconflict with any of the provisions of this Agreement or that would precludeExecutive from complying with the provisions of this Agreement, including butnot limited to any such arrangement with Discus Dental; and the performance ofhis duties shall not result in a breach of, or constitute a default under, anyagreement, whether oral or written, including, without limitation, anyrestrictive covenant or confidentiality agreement, to which he is a party or bywhich he may be bound, including but not limited to any such agreement withDiscus Dental.  Executive furtherrepresents and warrants that he has not misappropriated any confidentialinformation and/or trade secrets of any third party that he intends to use inthe performance of his duties under this Agreement.  Company and the individual signing thisAgreement on behalf of Company each represent and warrant that they each havefull power and authority to enter into this Agreement, that there are no agreementswhether oral or written, or legal requirements, that conflict with anyprovisions of this Agreement, and that the performance of this Agreement shallnot result in a breach of, or constitute a default, under any such agreement orlegal requirement.

**5.6.         Indemnities.**

(a)           Executive shall indemnify and hold harmlessthe Company from and against any losses, claims, damages or liabilities whicharise out of any breach of Executive’s representations and warranties set forthin Section 5.5 of this Agreement as determined in a court of law and made partof a final judgment after exhaustion of, or the time has lapsed for, any appealthereof.

(b)          Company shall defend, indemnifyand hold Executive harmless from and against any losses, claims, damages orliabilities which arise out of any action or inaction taken or not taken by himin the ordinary course of Company’s business or as directed by the Board,provided, however, that such action or inaction is not fraudulent.

**5.7**.  **Injunctive Relief**.  The Company and Executive acknowledge that the Company shall beentitled to seek in addition to any other relief to which it may be entitled,damages as permitted by applicable law for Executive’s failure to comply withthe Covenants herein, as well as for any other damages caused by Executive tothe Company.  The Company and Executivealso acknowledge that the harm that would result from a violation of theforegoing covenants would be substantial and unpredictable, and that the awardof monetary damages in compensation thus may not be an adequate remedy.  Therefore, the Company and the Executiveagree, in consideration of the compensation and other terms and conditions ofthis Agreement, that either the Company or the Executive shall be entitled toobtain equitable remedies to enforce these obligations, including an order byany competent court or arbitrator to enjoin and restrain the unauthorizeddisclosure or continued possession, custody or control of Proprietary Information,and/or to enjoin and restrain the other actions identified herein in respect ofsuch covenants.  If the Company or theExecutive seeks such equitable relief, then that party shall be entitled to recoverreasonable attorney’s fees for doing so. No agreement, formal or informal, by the Company or the Executive at anytime shall constitute a waiver of the terms or conditions of this Agreement orthe restrictions stated herein.  TheCompany’s or the Executive’s decision to seek equitable relief of any kind atany time in a court of competent jurisdiction to protect its interests shallnot be deemed to waive its right to compel arbitration as set forth in Section6.11.

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**ARTICLE VI**

**MISCELLANEOUS PROVISIONS**

**6.1.         Notices.**  All notices to be given by eitherparty to the other shall be in writing and may be transmitted by personaldelivery, facsimile transmission, overnight courier or mail, registered orcertified, postage prepaid with return receipt requested; provided, however,that notices of change of address or telex or facsimile number shall beeffective only upon actual receipt by the other party.  Notices shall be delivered at the followingaddresses, unless changed as provided for herein.
|        | To the Executive: | Judd D Hoffman                      |
|--------|-------------------|-------------------------------------|
|   |              | 409 N Pacific  Coast Highway #706   |
|   |              | Redondo Beach,  CA 902077           |
|   |              | Facsimile: (310)  356.3680          |
|   |              |                                |
|   | With a copy to:   | Mark E. Terman                      |
|   |              | Reish Luftman  Reicher & Cohen  |
|   |              | 11755 Wilshire  Blvd., Tenth Floor  |
|   |              | Los Angeles CA  90025               |
|   |              |                                |
|   | To the Company:   | Board of Directors                  |
|   |              | American Medical Technologies, Inc. |
|   |              | 5655 Bear Lane                      |
|   |              | Corpus Christi,  TX 78405           |
|   |              | Facsimile: (361)  289-5554          |
|   |              |                                |
|   | With Copy to:     | Lionel M. Schooler                  |
|   |              | Jackson Walker  L.L.P.              |
|   |              | 1401 McKinney  Ave., Suite 1900     |
|   |              | Houston, Texas  77010               |
|   |              | Facsimile: (713)  752-4221          |
|   |              |                                |

**6.2.         No Assignment, In General.**  Except as provided below, this Agreement, andthe rights and obligations of the parties, may not be assigned by either partywithout the prior written consent of the other party.

**6.3.         Entire Agreement.**  This Agreement and thedocuments delivered pursuant hereto supersede any and all other agreements orunderstandings of the parties, either oral or written, with respect to theemployment of the Executive by the Company, and contain the complete and finalagreement and understanding of the parties with respect thereto.  The Executive acknowledges that norepresentation, inducements, promises, or agreements, oral or otherwise, havebeen made by the Company or any of its officers, directors, employees oragents, which are not expressed herein, and that no other agreement shall bevalid or binding on the Company.

**6.4.         Amendmentsand Modifications.**  This Agreement may be amended or modifiedonly by****a writing signed by bothparties hereto.

**6.5.         Withholding Taxes.**  All amounts payable under thisAgreement to Executive, whether such payment is to be made in cash or otherproperty, including without limitation stock 

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of the Company, shall be subject to withholding for Federal, state andlocal income taxes, employment and payroll taxes, and other legally requiredwithholding taxes and contributions to the extent appropriate in the good faithdetermination of the Company, and the Executive agrees to report all suchamounts on his personal income tax returns and for all other purposes, ascalled for.  Executiveagrees that he is solely responsible for furnishing accurate information to theCompany concerning proper exemptions and withholding of wages under theInternal Revenue Code, as well as proper documentation concerning expensesclaimed as business related expenses, and that he is further solely responsiblefor properly and timely paying all taxes due and owing.  Executive therefore also agrees that he shallindemnify the Company hold it harmless for any claim of overwithholding orunderwithholding, for expenses improperly claimed as business expenses, and forpayment of all personal income taxes due and owing.

**6.6.         Severability; Headings; Construction.**  Ifany provision of this Agreement is held to be invalid or unenforceable by anyjudgment of a tribunal of competent jurisdiction, the remaining provisions andterms of this Agreement shall not be affected by such judgment, and thisAgreement shall be carried out as nearly as possible according to its originalterms and intent and, to the full extent permitted by law, any provision orrestrictions found to be invalid shall be amended with such modifications asmay be necessary to cure such invalidity, and such restrictions shall apply asso modified, or if such provisions cannot be amended, they shall be deemedseverable from the remaining provisions and the remaining provisions shall befully enforceable in accordance with law. The headings in this Agreement are used solely for the convenience ofthe parties, and shall not be accorded any substantive meaning.  This Agreement shall be interpreted as thoughdrafted by each of the parties hereto.

**6.7.         Effect of Waiver.**  Except as otherwise providedherein, the failure of either party to insist on strict compliance with anyprovision of this Agreement by the other party shall not be deemed a waiver ofsuch provision, or a relinquishment of any right thereunder, or to affecteither the validity of this Agreement, and shall not prevent enforcement of suchprovision, or any similar provision, at any time.

**6.8.         Designation of Beneficiary.**  Ifthe Executive shall die before receipt of all payments and benefits to which heis entitled under this Agreement, payment of such amounts or benefits in themanner provided herein shall be made to such beneficiary as he shall havedesignated in writing filed with the Secretary of the Company or, in theabsence of such designation, to his estate or personal representative.

**6.9.         Attorneys Fees**.  In any proceeding brought to enforce anyprovision of this Agreement, or to seek relief for a breach of any provisionhereof, the prevailing party will be entitled to receive from the other partyall reasonable attorney’s fees and taxable costs in connection therewith,subject to the terms of other provisions in this Agreement specificallyaddressing this subject.

**6.10.       Governing Law.**  Given the principal location ofthe Company and the principal location of Executive’s office, the parties agreethat this Agreement will be governed by and construed in accordance with thelaws of the State of California, to the extent they do not conflict with thelaws of Texas, and will be performable in Los Angeles County, California.

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**6.11        Arbitration**.  In consideration of their joint efforts toavoid litigation and its attendant costs, delays and risks, the parties agreethat all disputes concerning this Agreement, or any matter related thereto, orarising out of or related in any manner to the employment relationshipdescribed herein, shall be decided by binding arbitration, in accordance withthe terms of this Agreement, pursuant to the Federal Arbitration Act (“FAA”).  The parties acknowledge that they have beenspecifically informed of their right to counsel with attorneys of their ownchoosing and that in signing this Agreement, they are irrevocably waiving theirrights to a trial before a judicial tribunal or trial by jury in any court,except as is necessary to enforce this Agreement, preserve the status quo, orconfirm or enforce any award resulting from arbitration under this Agreement;and that the entire controversy between them is being submitted to arbitration;and that they are waiving the right to assert a claim of fraudulent inducementto arbitrate, or reliance on faulty advice of counsel.

The parties agree to submit this controversy to binding arbitrationbefore a single neutral arbitrator selected by the parties through the auspicesof the American Arbitration Association (“AAA”) from the panel of arbitratorsof the AAA located in Los Angeles, California, who shall be experienced inmatters regarding the subject matter of this Agreement.  The AAA’s Employment Arbitration Rules thenin effect shall apply, and the arbitration proceeding shall be conducted at theoffices of the AAA in Los Angeles, California, or at such other location asshall be mutually agreed by the parties. Texas law shall govern thisproceeding.

Nothing contained herein shall prevent a party from initiating suit inthe state district court of Harris or Nueces Counties, Texas, or Los Angeles,California, for the purpose of compelling arbitration, nor shall it prevent anyparty from requesting from such court to enter any injunctive relief which isotherwise appropriate under applicable law for the limited purpose of maintainingthe status quo of the parties pending arbitration, or as part of any finalaward of arbitration or in aid of arbitration.

The provisions of other sections of this Agreement concerning attorney’sfees, such as for pursuing injunctive relief, are independent of thisParagraph.  Subject to that exception,the parties agree that the initial costs of arbitration, including the depositand any fees charged by the AAA, shall be paid equally by the Executive and theCompany, and that a failure by either party to pay such costs timely shallconstitute a default of this Agreement. An award of arbitration costs shall be governed by the provisionsbelow.  The parties agree that theprevailing party shall be entitled to recover all arbitration costs and reasonableattorney’s fees.  If the Executive shallprosecute any federal or state statutory claim for discrimination which imposesa different standard for recovery of attorney’s fees or costs, then as to thatclaim alone the Arbitrator shall be authorized to award reasonable attorney’sfees or costs to the prevailing party in accordance with applicable law.

The Arbitrator shall render a reasoned award withinthirty (30) days after the close of the hearing.  The parties agree to abide by and perform anyaward rendered by the Arbitrator.  Ajudgment of a court having jurisdiction may be entered upon the award, whichshall then be enforceable as would any other judgment enacted under applicablelaw.

**6.11.       Counterparts.**  This Agreement may be executedin one or more counterparts, each of which, shall be deemed to be an original,but all of which together shall constitute one 

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and the same instrument.  For thepurpose of proving the authenticity of this Agreement, facsimile signatureshall be treated the same as original signatures.

**IN WITNESS WHEREOF,**the parties have executed and delivered thisAgreement as of the date first above written.
| **COMPANY:**   | **AMERICAN MEDICAL TECHNOLOGIES, INC.** |
|----------------|-----------------------------------------|
| ** **     | ** **                              | ** ** |
|           | By:                                     | /s/ Roger W. Dartt |
|           |                                    | Roger W Dartt. President and CEO |
|           |                                    |   |
| **EXECUTIVE:** |                                    | /s/ Judd D. Hoffman |
|           |                                    | Judd D Hoffman |

 

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