Exhibit 10.3
                                                                    ------------


                              EMPLOYMENT AGREEMENT
                              --------------------

         This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
this first (1st) day of January, 2003, ("Effective Date") by and between MR3
Systems, Inc., a Delaware corporation, ("EMPLOYER") located at 435 Brannan
Street, Suite 200, San Francisco, California 94107, and Jody J. Sitkoski
("EMPLOYEE") whose address is 8180 Kane Road, Fountain, CO 80817.

                                    RECITALS
                                    --------

         WHEREAS, EMPLOYER requires the services of a Senior Vice President who
will have responsibility for providing leadership and direction in the overall
execution of EMPLOYER's business plan; and

         WHEREAS, EMPLOYEE warrants that he has the special skills, knowledge,
abilities and experience required for the position of Senior Vice President; and

         WHEREAS, EMPLOYER desires to employ EMPLOYEE as its Senior Vice
President subject to the terms and conditions of this Agreement; and

         WHEREAS, EMPLOYEE wishes to be employed by EMPLOYER to serve as its
Senior Vice President.

         NOW, THEREFORE, in consideration of the recitals, covenants, conditions
and promises contained herein, the parties hereto agree as follows:

                                    ARTICLE I
                              EMPLOYMENT AND DUTIES
                              ---------------------

1.1      Employment. EMPLOYER hereby engages EMPLOYEE to serve in the capacity
         of Senior Vice President, of EMPLOYER and EMPLOYEE hereby accepts said
         employment on the terms and conditions set forth in this Agreement.

1.2      Duties. EMPLOYEE shall report directly to the Chief Executive Officer
         of EMPLOYER and shall perform such duties and services as are
         customarily provided by the Senior Vice President of a corporation such
         as EMPLOYER. Said duties and services shall be more particularly
         described in Exhibit "A" attached hereto and incorporated herein by
         reference.

1.3      Hours. During the first year of the Initial Term of this Agreement,
         EMPLOYEE shall devote such part time, attention and energies to the
         business of EMPLOYER as shall be agreed upon from time-to-time by
         EMPLOYEE and EMPLOYER. Thereafter, EMPLOYEE shall devote his full time,
         attention and energies to the business of EMPLOYER and shall not,
         during the term of this Agreement, be engaged in any other full or
         part-time employment or other affiliation, which will keep him from
         fulfilling his duties to EMPLOYER hereunder. Notwithstanding anything
         to the contrary contained herein, nothing in this Agreement shall be
         construed to prevent EMPLOYEE from the management of his personal
         investments or from participation in professional association
         activities approved by EMPLOYER.

1.4      Representation and Warranty of EMPLOYEE. EMPLOYEE represents and
         warrants to EMPLOYER that performance of his duties will not violate
         any agreements with, or trade secrets of, any other person or entity.

                                   ARTICLE II
                                  COMPENSATION
                                  ------------

2.1      Base Salaries.

         2.1.1    During the first year of the Initial Term of this Agreement
                  for services rendered by EMPLOYEE hereunder, EMPLOYEE shall be
                  paid a Base Salary of Seventy Five Thousand Dollars ($75,000)
                  per year.

         2.1.2    During the second and third year of the Initial Term of this
                  Agreement, EMPLOYEE shall be paid a Base Salary equal to 80%
                  of the salary paid by the Corporation to its highest-paid
                  employee but no less than $75,000 per year.

                                                                               1
<PAGE>

         2.1.3    Said Base Salaries shall be paid to EMPLOYEE monthly in
                  accordance with EMPLOYER's payroll practices. All Salaries
                  shall be subject to all appropriate and required payroll
                  deductions.

2.2      Stock Options. EMPLOYER grants to EMPLOYEE 5-year options, commencing
         as of the Effective Date, to purchase the Common Stock of EMPLOYER
         ("Options"), vesting as follows:

         2.2.1    Options to purchase 1,000,000 shares at an exercise price of
                  $0.05 per share to vest immediately upon the signing of this
                  Agreement; and

         2.2.2    Options to purchase an additional 2,000,000 shares at an
                  exercise price of $0.15 per share to vest immediately upon
                  completion of the Initial Term.

2.3      Benefits. EMPLOYEE shall be entitled to the following fringe benefits:

         (a)      Vacation and Sick Days. EMPLOYEE shall be entitled to the
                  vacation and sick day benefits accorded employees as
                  established by the EMPLOYER personnel policies.

         (b)      Federal and State Holidays. EMPLOYEE shall be paid for federal
                  and state holidays in accordance with EMPLOYER'S holiday
                  policy.

         (c)      Professional Association Dues, Subscriptions and Attendance at
                  Professional Association Meetings. EMPLOYER will pay for
                  professional association dues, subscriptions to professional
                  periodicals and payment for attendance at professional
                  association meetings as reasonably approved by the Board of
                  Directors as part of its annual budgeting process.

         (d)      Additional Benefits: Employee shall be entitled to such
                  additional benefits, including medical, disability and death,
                  and retirement benefits, in accordance with any of those types
                  of benefit plans when and if adopted by Employer.

                                   ARTICLE III
                              TERM AND TERMINATION
                              --------------------

3.1      Initial Term. The initial term of this Agreement ("Initial Term") shall
         commence on the Effective Date of this agreement ("Commencement Date"),
         and shall continue in effect until December 31, 2005, unless sooner
         terminated pursuant to the terms of this Agreement.

3.2      Automatic Renewal. Upon completion of the Initial Term, the Agreement
         shall continue from month to month until terminated or until the
         parties negotiate a new term.

3.3      Termination Without Cause. Either party may terminate this Agreement,
         without cause, at any time, upon providing the other party with sixty
         (60) calendar days' prior written notice of said termination.
         Termination shall automatically become effective sixty (60) calendar
         days following the giving of said notice ("Effective Date of
         Termination").

3.4      Termination For Cause. Notwithstanding any provision in this Agreement
         to the contrary, EMPLOYER shall have the right to terminate this
         Agreement and EMPLOYEE's employment hereunder for "cause". In the event
         EMPLOYEE is terminated for "cause", termination shall be effective upon
         fifteen (15) days' prior written notice by EMPLOYER. For purposes of
         this Agreement, "cause" shall be defined as:

         (e)      Conviction of EMPLOYEE of a felony.

         (f)      Conviction of EMPLOYEE of a misdemeanor of moral turpitude,
                  which affects EMPLOYEE's ability to perform his duties under
                  this Agreement.

         (g)      EMPLOYEE's refusal to physically report to work for a period
                  of two (2) weeks for any reason other than authorized vacation
                  days, sick days, holidays, attendance at
                  conventions/conferences, or the death or disability of
                  EMPLOYEE.

         (h)      Willful malfeasance or gross negligence of EMPLOYEE.

                                                                               2
<PAGE>

         (i)      Material refusal by EMPLOYEE to perform his duties, or his
                  substantial neglect of the duties assigned to him.

         (j)      Disloyal, dishonest or illegal conduct by EMPLOYEE.

         (k)      Breach by EMPLOYEE of any other terms of this Agreement and
                  his failure to cure said breach within ten (10) calendar days.

         Notwithstanding any provision of this Agreement to the contrary,
         termination of EMPLOYEE's employment pursuant to this Section 3.5 shall
         result in termination of EMPLOYER's obligation to pay for or provide
         any of the following: (i) Base Salary (except to the extent that said
         Salary has been earned and not yet paid) or (ii) Stock Options (except
         to the extent that said been earned but not yet paid).

3.5      Effect of Termination. Notwithstanding any provision of this Agreement
         to the contrary, upon termination of this Agreement for any cause or
         reason, EMPLOYER shall pay EMPLOYEE for all vacation time accrued but
         not used by EMPLOYEE prior to the Effective Date of Termination as
         required by applicable State laws and regulations.

3.6      Payment Upon Termination by EMPLOYER. Notwithstanding any provision in
         this Agreement to the contrary, if EMPLOYER terminates EMPLOYEE's
         Employment without cause pursuant to Section 3.3 hereof, EMPLOYEE shall
         be entitled to his then base salary for three (3) months at the rate of
         the base salary then in effect, which three month period shall begin on
         the effective date of the termination (the "Severance Benefits"), plus
         the prorated share of vested options due under Section 2.2.2 above. The
         obligation to pay Severance Benefits shall not be subject to credit,
         set-off or diminution by reason of the fact that EMPLOYEE may be
         gainfully employed during the period that such Severance Benefits are
         payable.

                                   ARTICLE IV
                                    EXPENSES
                                    --------

         EMPLOYEE shall be entitled to reimbursement for those ordinary and
necessary expenses incurred in performance of his duties hereunder in accordance
with EMPLOYER's standard policy for reimbursement of business expenses for its
executives. Payment for any other expenses shall be subject to the prior written
approval of the Board of Directors of EMPLOYER.

                                    ARTICLE V
                                 CONFIDENTIALITY
                                 ---------------

         EMPLOYEE agrees to enter into the form of Confidentiality Agreement
attached hereto as Exhibit B and made a part hereof.

                                   ARTICLE VI
                                 NON-COMPETITION
                                 ---------------

         Unless otherwise waived in writing by the EMPLOYER, which waiver shall
not be unreasonably withheld, during the term of this Agreement, EMPLOYEE shall
serve EMPLOYER diligently and to the best of his abilities and shall not compete
with EMPLOYER in any way. Without limiting the generality of the foregoing,
EMPLOYEE shall not, during the term of this Agreement, directly (whether for
compensation or otherwise), alone or as an agent, principal, partner, officer,
employee, trustee, director, shareholder or in any other capacity, own any
interest in, manage, operate, join, control, assist, participate in the
ownership, management, operation or control of, furnish any capital to, be
connected in any manner with or provide any services as a consultant for any
person, corporation, partnership, proprietorship, firm, association, other
entity or business which competes with any business of EMPLOYER and its
affiliates as conducted from time to time.

                                   ARTICLE VII
                            SOLICITATION OF EMPLOYEES
                            -------------------------

         EMPLOYEE agrees that during his employment and for a period of two
years thereafter, he will not, directly or indirectly, individually or on behalf
of another, solicit or induce EMPLOYER's employees, agents or consultants to
terminate their relationship with EMPLOYER in order to accept employment, an
agency or a consultancy with EMPLOYEE or another person or entity.

                                                                               3
<PAGE>

                                  ARTICLE VIII
                       CONFIDENTIAL INFORMATION OF OTHERS
                       ----------------------------------

         EMPLOYEE warrants that he is not covered by any restrictive covenant
with another employer that would preclude him from performing his duties
hereunder. EMPLOYEE agrees that in performing such duties for EMPLOYER, he will
not use or otherwise divulge confidential or proprietary information, or trade
secrets obtained from a former employer.

                                   ARTICLE IX
                                     NOTICES
                                     -------

         All notices required to be given hereunder shall be in writing and
shall be deemed delivered if personally delivered or dispatched by certified or
registered mail, return receipt requested, postage prepaid, addressed to the
parties as follows:

                  EMPLOYER:   435 Brannan Street, Suite 200
                              San Francisco, CA  94107
                              Attention: CEO

                  EMPLOYEE:   8180 Kane Road
                              Fountain, CO 80817

         Notice shall be deemed given on the date it is delivered if delivered
personally, and on the date of the return receipt if dispatched by certified or
registered mail, return receipt requested. Any party may change the address to
which to send notices by notifying the other party of such change of address in
writing.

                                    ARTICLE X
                                  SEVERABILITY
                                  ------------

         Any terms or provisions of this Agreement, which shall prove to be
invalid, void or illegal shall in no way affect, impair or invalidate any other
term or provision herein and such remaining terms and provisions shall remain in
full force and effect.

                                   ARTICLE XI
                                  GOVERNING LAW
                                  -------------

         The existence, validity and construction of this Agreement shall be
governed by the laws of the State of California.

                                   ARTICLE XII
                                   ASSIGNMENT
                                   ----------

         Neither party shall assign this Agreement without the prior written
consent of the other. This Agreement shall be binding on the parties and their
respective successors and assigns.

                                  ARTICLE XIII
                                     WAIVER
                                     ------

         The waiver by either party of any one or more defaults, if any, on the
part of the other, shall not be construed to operate as a waiver of any other or
future defaults, under the same or different terms, conditions or covenants
contained in this Agreement.

                                   ARTICLE XIV
                              CAPTION AND HEADINGS
                              --------------------

         The captions and headings throughout this Agreement are for convenience
of reference only and shall in no way be held or deemed to be a part of or
affect the interpretation of this Agreement.

                                                                               4
<PAGE>

                                   ARTICLE XV
                        MEDIATION/ARBITRATION OF DISPUTES
                        ---------------------------------

15.1     Mediation Agreement. The EMPLOYER and EMPLOYEE agree that, to the
         fullest extent permitted by law, any and all controversies between them
         will be submitted to mediation upon terms mutually agreeable to both
         parties. In the event the parties do not resolve the controversies
         through mediation, then the EMPLOYER and EMPLOYEE agree that, to the
         fullest extent permitted by law, any and all said controversies between
         them will be submitted for resolution to binding arbitration. The
         parties understand and agree that in the event mediation is
         unsuccessful, then arbitration will be the exclusive forum for
         resolving disputes between them, including statutory claims and all
         disputes arising out of the employment relationship and the termination
         of such relationship. The EMPLOYEE and EMPLOYER expressly waive their
         entitlement, if any, to have controversies between them decided by a
         court or jury.

15.2     Agreement to Arbitrate All Employment Disputes. Private arbitration is
         the referral of a dispute to an impartial third party, instead of a
         court or jury, for a final and binding decision. Any dispute arising
         out of EMPLOYEE's employment with EMPLOYER including termination of
         employment and all statutory claims, will be submitted to binding
         arbitration administered by the American Arbitration Association under
         its National Rules for the Resolution of Employment Disputes. Judgment
         upon the award rendered by the arbitrator may be entered in any court
         having jurisdiction. EMPLOYER and EMPLOYEE each expressly waive
         entitlement, if any, to have any such controversy heard before a court
         or a jury.

15.3     Time Limits for Initiating Arbitration. Either party may, within one
         year of the occurrence of the event giving rise to the dispute,
         initiate arbitration by notifying the other in writing. In the case of
         a dispute involving statutory rights, the party must initiate
         arbitration within the time limit established by the statute. Failure
         to initiate arbitration within such one-year period, or the statutory
         period, or such extended period as may be mutually agreed upon in
         writing, will constitute a waiver of any and all claims and such claims
         will be forever barred.

15.4     Selection of the Arbitrator. Both parties will attempt to agree upon a
         mutually acceptable arbitrator from the American Arbitration
         Association's national employment panel. If they are unable to agree
         upon an arbitrator, then an arbitrator will be selected in accordance
         with the then-current National Rules for the Resolution of Employment
         Disputes of the American Arbitration Association.

15.5     Arbitrator's Authority. The arbitration will be conducted according to
         the National Rules for the Resolution of Employment Disputes of the
         American Arbitration Association. The arbitrator will base the decision
         on the facts presented at the hearing and in accordance with governing
         law, including statutory and judicial authority. The arbitrator must
         follow the policies of EMPLOYER in effect at the time of the event
         giving rise to the dispute. The arbitrator will not have authority to
         modify or revoke this Arbitration Agreement, EMPLOYEE's Employment
         Agreement, or any EMPLOYER policy. The arbitrator's decision will be
         final and binding upon both parties. Except as provided in paragraph
         seven (7) below, each party will bear its own attorneys' fees and costs
         in connection with the arbitration. The cost of the arbitrator will be
         shared equally by both parties.

15.6     Right of Representation. All parties are entitled to representation by
         counsel or by any other person whom the party designates.

15.7     Discovery. The parties may engage in discovery to the extent permitted
         under the California Arbitration Act. The arbitrator will rule on all
         discovery disputes and may limit discovery to that reasonably necessary
         to arbitrate the issues presented.

15.8     Remedies. The arbitrator may award such remedy as he deems just and
         equitable, including any remedy that would have been available if the
         matter had been heard in court. Any remedies awarded, however, will be
         awarded for the purpose of making the injured party whole and will be
         limited to actual and foreseeable damages proximately caused by the
         event giving rise to liability and will, where applicable, be limited
         by the terms of EMPLOYEE's Employment Agreement. The arbitrator can
         award punitive damages to the extent permitted by statute or common
         law. In addition, an arbitrator may award reasonable attorneys' fees to
         the prevailing party if such fees are specifically allowed by statute
         for the violation found by the arbitrator.

15.9     Right to File Administrative Complaint. Nothing in this Agreement will
         prevent EMPLOYEE from filing a complaint with the Department of Fair
         Employment and Housing, the Equal Employment Opportunity Commission, or
         any other federal or state agency charged with protecting the rights of
         EMPLOYEE.

                                                                               5
<PAGE>

15.10    Not withstanding anything to the contrary set forth herein, the
         provisions of this Article XV shall not apply to any dispute,
         controversy, claim or the like between EMPLOYER and EMPLOYEE arising
         out of or in connection with the Confidentiality Agreement attached
         hereto Exhibit B. In any such case the terms and conditions of said
         Confidentiality Agreement shall apply.

                                   ARTICLE XVI
                                   COOPERATION
                                   -----------

         Both parties to this Agreement agree to use their best efforts to
cooperate with one another in good faith.

                                  ARTICLE XVII
                          NO THIRD PARTY BENEFICIARIES
                          ----------------------------

         Nothing in this Agreement, expressed or implied, is intended or shall
be construed to confer upon any person, firm or corporation other than the
parties hereto and their respective successors or assigns, any remedy or claim
under or by reason of this Agreement or any term, covenant or condition hereof,
as third party beneficiaries or otherwise, and all of the terms, covenants and
conditions hereof shall be for the sole and exclusive benefit of the parties
hereto and their successors and assigns.

                                  ARTICLE XVIII
                                ENTIRE AGREEMENT
                                ----------------

         This Agreement states the entire contract between the parties with
respect to the subject matter of this Agreement and supersedes any oral or
written proposals, statements, discussions, negotiations, or other agreements
before or contemporaneous to this Agreement. The parties acknowledge that they
have not been induced to enter into this Agreement by any oral or written
representations or statements not expressly contained in this Agreement. This
Agreement may be modified only by mutual agreement of the parties provided that,
before any modification shall be operative or valid, it be reduced to writing
and signed by both parties.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
that day and year, set forth hereinabove.

                                       EMPLOYER
                                       --------

                                       MR3 SYSTEMS, INC.
                                       -----------------

                                       By: /s/ RANDALL S. REIS
                                           -------------------------------------
                                           Randall S. Reis, Chairman & CEO


                                       EMPLOYEE
                                       --------

                                       /s/ JODY J. SITKOSKI
                                       -----------------------------------------
                                       Jody J. Sitkoski


                                                                               6
<PAGE>

                                   EXHIBIT "A"
                                   -----------

                     DUTIES AND RESPONSIBILITIES OF EMPLOYEE
                     ---------------------------------------

         EMPLOYEE shall perform the duties, and have the executive management
responsibility for all operating areas of the Corporation's business, reporting
directly to the Chief Executive Officer (pending the possible engagement of the
President/COO). Duties to include management and supervision of all new business
development, project development, existing project operations, technical and
research development functions and domestic and foreign licensing activities.
Also to participate in the management of all financial and regulatory and public
company affairs of the Corporation.


                                                                               7
<PAGE>

                                   EXHIBIT "B"
                                   -----------

                            CONFIDENTIALITY AGREEMENT
                            -------------------------


THIS AGREEMENT is made and entered into as of this 1st day of January, 2003, by
and between:

MR3 Systems, Inc. ("EMPLOYER "), a Delaware corporation, whose address is 435
Brannan Street, Suite 200, San Francisco, California 94107, and

Jody J. Sitkoski ("EMPLOYEE"), whose address is 8180 Kane Road, Fountain, CO
80817.

EMPLOYER and EMPLOYEE, respectively, may each from time to time be individually
referred to herein as a "Party", or collectively as the "Parties", or, as the
case may be, as the "EMPLOYER" or the "EMPLOYEE".

WHEREAS:

         A.       EMPLOYER and EMPLOYEE have entered into a Employment Agreement
                  ("Employee Agreement"); and

         B.       From time to time prior to and during the term of the
                  Employment Agreement, EMPLOYER may disclose confidential and
                  proprietary information to the EMPLOYEE.

NOW IT IS HEREBY AGREED as follows:

         1.       EMPLOYEE hereby agrees to undertake the following with respect
                  to the confidential information listed below and hereby
                  defined as "Confidential Information":

                  (a)      all kinds of drawings, sketches, photographs,
                           layouts, artwork, specifications, including without
                           limitation design, manufacturing, installing, and
                           operating drawings (e.g., copies, films,
                           reproductions, etc.) for the MR3 Technology and/or
                           the operation of a EMPLOYER System, and other related
                           products and matters ("Products");

                  (b)      EMPLOYER's financial and pricing information,
                           business plans, research and development, work in
                           progress, existing and potential commercial
                           relationships, services or marketing plans,
                           information embodied in its technologies, including
                           equipment, systems, software, codes, products or
                           chemical formulas, media, operations, manuals,
                           designs, letters, negotiation documents, product
                           descriptions, part descriptions, data, reports,
                           plans, proposals, know-how, methodology, brochures,
                           descriptions, and other documents and objects of
                           every description and all related information; and

         2.       All Confidential Information shall be treated by the EMPLOYEE
                  as confidential, shall be kept secret by the EMPLOYEE, shall
                  not be disclosed, directly or indirectly, by the EMPLOYEE to
                  any third party without the express written consent of the
                  EMPLOYER and shall be used by the EMPLOYEE exclusively for the
                  purposes of performing his obligations under, and otherwise
                  complying with the terms and conditions of, the Employee
                  Agreement, including all attachments, exhibits and schedules
                  thereto.

         3.       The obligations of confidentiality and non-disclosure and the
                  restrictions of use contained herein shall not apply to
                  information, which the EMPLOYEE can demonstrate:

                  (a)      is available to the public at the time it is
                           disclosed or thereafter becomes available to the
                           public; or

                  (b)      is known to the EMPLOYEE at the time of disclosure;
                           or

                  (c)      properly comes into the possession of the EMPLOYEE
                           from an independent source not bound by a
                           confidentiality obligation.

                                                                               8
<PAGE>

                  However, specific aspects of the Confidential Information
                  shall not be deemed to be within the scope of exceptions (a),
                  (b) and (c) above merely because they are broadly encompassed
                  by more general information which is in the public domain or
                  in the EMPLOYEE's possession or is disclosed to the EMPLOYEE
                  by a third party.

         4.       EMPLOYEE further agrees that without the express prior written
                  permission of EMPLOYER:

                  (a)      it will not use the Confidential Information of MR3
                           to operate (or subcontract others to operate) any
                           high affinity metals capture technology similar to
                           the MR3 System or to produce (or subcontract others
                           to produce) Products or any similar items for anyone
                           other than MR3 ; and

                  (b)      it will not use or otherwise disclose any such
                           Confidential Information to any third party.

         5.       EMPLOYEE confirms that the Confidential Information has been
                  and shall remain the sole property of the EMPLOYER and upon
                  receipt of a request from the EMPLOYER, agrees to immediately
                  return to the EMPLOYER any Confidential Information, including
                  any drawings, photographs, specifications or other documents
                  in its possession without retaining any summaries, photocopies
                  or other reproductions of the above.

         6.       EMPLOYEE further confirms that any Confidential Information
                  received has been and shall remain the property of the
                  EMPLOYER, and the EMPLOYEE shall not claim or apply for any
                  kind of intellectual property rights pertaining to or relevant
                  to the Confidential Information.

         7.       EMPLOYEE acknowledges that the remedies provided by law for a
                  violation of his obligations would be inadequate and that the
                  EMPLOYER will be irreparably damaged in the event of a breach
                  of this Agreement. Consequently, EMPLOYER shall be entitled
                  to, and the EMPLOYEE shall not in any way object to, an
                  injunction restraining any violation of this Agreement, or any
                  appropriate decree of specific performance, without any bond
                  or other security, or any proof of irreparable damage, being
                  required.

         8.       The obligations of confidentiality and non-disclosure and the
                  restrictions of use contained herein shall continue for a
                  period of ninety-nine (99) years from the last date that
                  Confidential Information is furnished by a EMPLOYER to a
                  EMPLOYEE.

         9.       This Agreement may not be modified, amended, rescinded,
                  canceled or waived in whole or in part, except by written
                  instrument, signed by both parties, which makes specific
                  reference to this Agreement and which specifies that this
                  Agreement is being amended or otherwise altered. None of the
                  provisions of this Agreement shall be deemed to be waived by
                  any act or acquiescence on the part of either Party, but only
                  by a writing executed by both Parties.

         10.      This Agreement will be binding upon permitted successors and
                  assignees of the Parties. .

         11.

                  (a)      If during the course of any litigation, whether or
                           not the EMPLOYEE is a party to such litigation, the
                           EMPLOYEE is requested or required to disclose
                           Confidential Information obtained under the scope of
                           this Agreement, the EMPLOYEE shall immediately notify
                           EMPLOYER of this fact prior to divulging the
                           Confidential Information and shall give EMPLOYER
                           adequate notice of the requests or requirement so as
                           to allow EMPLOYER sufficient time to seek judicial
                           protection of the Confidential Information.

                  (b)      In the event that any Confidential Information within
                           the possession of the EMPLOYEE is believed by the
                           EMPLOYEE to have fallen recently within an exception
                           set forth in Section 3 above and is, therefore, not
                           Confidential Information, then the EMPLOYEE shall, at
                           least sixty (60) days prior to any disclosure or use
                           of such information for any purpose, notify EMPLOYER
                           of this fact in writing.

                                                                               9
<PAGE>

         14.      This Agreement shall be governed by and construed in
                  accordance with the laws of the State of California. The
                  Parties hereby agree that any legal action or proceeding
                  arising out of or relating to this Agreement may be brought in
                  the courts of the State of California and the Parties hereby
                  irrevocably submit to the non-exclusive jurisdiction of, but
                  not limited to, the courts of the State of California.

         15.      Each Party agrees to pay all attorneys' fees and associated
                  expenses in connection with this Agreement in the event of
                  default or in the event that the other Party seeks to enforce
                  its rights under any provision of this Agreement.

         16.      If any one or more of the provisions contained in this
                  Agreement shall, for any reason, be held to be invalid,
                  illegal or unenforceable in any respect, such invalidity,
                  illegality or unenforceability shall not affect any other
                  provisions of this Agreement, but this Agreement shall be
                  construed as if such invalid, illegal or unenforceable
                  provision had never been contained herein. If, moreover, any
                  one or more of the provisions contained in the Agreement shall
                  for any reason be held to be excessively broad as to time,
                  duration, geographical scope, activity or subject, it shall be
                  construed by limiting and reducing it, so as to be enforceable
                  to the extent compatible with the applicable law as it shall
                  then exist.

         IN WITNESS WHEREOF, the duly authorized representatives of the Parties
have signed this Agreement as of January 1, 2003.


EMPLOYER

MR3 SYSTEMS, INC.


By: /s/ RANDALL S. REIS
    ---------------------------------
    Randall S. Reis, Chairman and CEO


EMPLOYEE


/s/ JODY J. SITKOSKI
-------------------------------------
Jody J. Sitkoski


                                                                              10