exhibit_10-7.htm


    
      

    

    EXHIBIT
10.7

    
 

    EMPLOYMENT
AGREEMENT

     

    THIS AGREEMENT entered into as of January 15,
2008 and effective as of January 15, 2008 (the "Effective Date") by and between
Advanced
Medical Isotopes Corporation (AMIC) or its successors and/or assignees,
(hereinafter called the "Company") and Dr. Fu-Min Su, an individual residing at
1070 Pleasant View Road #105, Middleton, WI 53562, 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 Chief Executive Officer and the President 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 Radiochemistry Manager. In such
capacity, the Executive shall report directly to the Company's General Manager
(Mr. James Madsen) 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 GM or other senior Corporate Officers. The Executive shall devote all of
his/her skills, time and attention solely and exclusively to said position and
in furtherance of the business and interests of the Company except
for:

     

    (a)           time
spent in managing his personal, financial and legal affairs and serving on
corporate, civic or charitable boards or committees, in each case only if and to
the extent not substantially interfering with the performance of his
responsibilities to the Company, and:

     

    (b)           periods
of vacation to which he is entitled.

     

    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 fifth
anniversary of the Effective Date, subject, however, to prior termination, as
herein provided.

     

     

    
      
         

      

      
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    3.            Base
Salary.

     

    The
Executive shall receive a monthly salary of $7,500 beginning upon reporting for
work. The initial base salary shall be reviewed at the first six month
anniversary from the Effective Date and then annually thereafter from the
Effective Date. Adjustments shall be made at the discretion of the CEO and upon
Board of Directors approval considering the performance of the company and
contributions of the Executive.

     

    In the
event the Company increases the Executive's initial Base Salary, the amount of
the initial Base Salary, together with any increase(s), shall be his/her Base
Salary. The Base Salary shall be payable in equal installments, in accordance
with the Company's regular payroll practices.

     

    4.            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 bonus plan established by
the CEO and Board of Directors for the Executive. These bonuses are to be paid
when cash flow allows or equity is raised in the amount that these Executive
bonuses may be paid without hurting the growth of the company. The Bonus
structure is described in Exhibit II The actual amount of the Bonus shall be
determined based on performance goals established and agreed to by the Executive
and by the CEO, within the
first ninety (90) days of each fiscal year and the same shall be provided in
writing to the Executive promptly thereafter, see Exhibit III.

     

    5.            Fringe
Benefits.

     

    The
Company health and medical programs are currently under development and not
available at this time. However, the company intends that such programs will be
made part of each regular employee's standard employment package. The Executive
shall be offered full participation in such company plans when available in
accordance with the normal participation rules when the plan is available and
developed.

     

    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.

     

     

     

     

    
 

    
      
        
           


        

        
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    7.    Provision
of Directors and Officers Insurance.

     

    N/A

     

    8.        
   Termination of
Employment.

     

    (a)    Termination
of Employment by the Company.

     

    The Executive's employment hereunder
may be terminated by the Company without any breach of this Agreement
under the following circumstances:

     

    (i)    Without
Cause.

     

    The
Company may terminate the Executive's employment hereunder without
Cause.

     

    (ii)      
    Cause.

     

    The
Company may terminate the
Executive's employment hereunder for Cause.

     

    (iii)          Death
or Disability.

     

    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 ninety (90) days. If Executive becomes subject to a Disability which
is expected to last for a continuous period of at least ninety (90) days, the
Company may appoint an acting Manager, during such ninety (90) 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
ninety (90) day period.

     

    (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. The Company
shall provide a two week
or fourteen (14) termination notice; except when such notice would be
harmful to the Company's financial status or for termination for
Cause.

     

     

     

    


    
      
        
           


        

        
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    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
pro-rated 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:

     

    (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:

    


    
      
        
           


        

        
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    (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 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.

     

    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:

     

    (a)           within
the Area, on the Executive's own behalf, or 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 and/or homeland defense industries and as may be
authorized for involvement by the Board of Directors.

     

    (b)           on
Executive's own behalf or in the service of or on behalf of any other person or
entity, solicit or divert, or attempt to solicit or divert, to a Competing
Business. any person or entity who was an actual or actively sought prospective
client or customer of the Company, with whom the Executive had material contact
during the last one (1) year of employment with the Company or about whom the
Executive acquired Confidential Information during
the Executive's last one (1)
year of employment with the Company, or any representative of any such
client or customer; and

     

     

    
      
         

      

      
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    (c)          
on the Executive's own behalf or in the service of or on behalf of others,
solicit,
divert or hire or attempt to solicit, divert or hire or assist anyone else in
soliciting, diverting or hiring any person who, at any time within the period
commencing one year prior to the Date of Termination and ending two (2) years
after the Date of Termination, was, is or shall be an employee of the Company
(whether or not such employment is full-time or is pursuant to a written
contract with the Company).

     

    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 by any individual, entity or
group (within the meaning of Section 13(d)(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 be 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; provided, 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, an 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.

     

    (1)          
"Competing Business" means any person, firm, 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 not 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 arc 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:
William J. Stokes, Chief Executive Officer 

     

    If to the
Executive:

     

    1070
Pleasant View Road #105 

    Middleton,
WI 53562

     

    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.

    
 

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

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


      

    

     

     

    
      	 	 	EXECUTIVE:	 
	 	 	 	 
	
               

            	
               

            	Fu-Min
      Su, PhD	 
	 	 	 	 
	 	 	/s/ 
      Su, Fu-Min	 
	 	 	Title:
      Radiochemistry Manager	 
	 	 	
              1/30/2008

            	 


    

     

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    Exhibit
I

     

     

    Position
Title

     

    Radiochemistry
Manager

     

    Position
Description:

     

    Dr. Su
will be the Company's chief radiochemistry manager. Dr. Su will report directly
to the General Manger with full access to corporate Executives, including the
Company President, Mr. James Katzaroff and the Company CEO, Mr. William J.
Stokes.

     

    Eligibility
Requirements:

     

    Dr. Su's
credentials are fully compliant with the position requirements Duties &
Responsibilities:

     

    In this
position, Dr. Su shall be responsible for the operations and product quality of
the company's facilities and equipment which produce radiochemical and
radiopharmaceutical products.

     

    Dr. Su
shall be an integral part of the company management team and shall be requested,
from time to time, to participate in company planning, selection and management
of employees, product development planning, new facility design and equipment
selection, and new facility or equipment startup testing.

     

    Expectation
of the Company:

     

    Dr. Su
will be expected to represent the Company as a senior company manager both
within the corporate environment and professional settings or events, such as
conferences or trade shows.

     

    Dr. Su
will be expected to participate in production efficiency enhancements, new
product
development, product marketing, business sector expansion
opportunities.

     

    The
company expects that operations under Dr. Su's supervision be conducted in a
businesslike, professional, and lawful manner; all products meet or exceed
customer expectations for quality, quantity, and delivery schedule; and all
activities are conducted in a safe and environmentally responsible
manner.

     

    Authorities:

     

    
      	
               
      

            	
              ·

            	
              Budget
      and Expenditures: Budgets shall be established at the outset of the fiscal
      year. Dr. Su shall have the authority over budget expenditures for his
      areas of responsibility in accordance with corporate accounting
      practices.

            


    

    
      	
               
      

            	
              ·

            	
              Personnel
      Actions: Dr. Su shall have authority over personnel assigned to the
      radiochemistry and radiopharmaceutical areas in accordance with company
      practice established in corporate personnel policy
  manuals.

            


    

    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    


    Exhibit
II

     

    Position
Title

     

    Compensation
Package

     

    Base
Salary

     

    
      	
               
      

            	
              ·

            	
              Annual
      Base Salary = $90,000 per year or $7,500 monthly

            
	 	 	 
	 	      
              ·

            	Salary
      to be reviewed at first six month interval, annually
  thereafter
	 	 	 
	 	      
              ·

            	Signup
      Bonus of 50,000 shares of AMIC Stock upon acceptance of offer
	 	 	 
	 	      
              ·

            	      
              Early
      Acceptance Incentive - Additional 15,000 shares of AMIC Stock for acceptance
      of offer by COB (5pm PST) on Tuesday, January 15,
      2008

            
	 	 	 
	 	      
              ·

            	      
              Medical
      Insurance Program participation when
  available

            


    

     

     

    Bonus
Eligibility

     

    
      	 	      
              ·

            	      
              Full
      participation in Corporate Sponsored Programs for Management level
      positions

            
	 	 	 
	 	      
              ·

            	      
                    
                Participation
      in future Stock Option and Incentive Programs consistent with Dr. Su's
      Management level position, as
  developed

              

            


    

     

     

     

     

     

     

     

     

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    
 

    Exhibit
III

     

    Performance
Goals

     

     

     

     

     

    To be
developed as part of Bonus Program management

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    15