CALMEC
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                                              California Electronics Corporation
                                                        Jon N. Leonard, Chairman
May  1,  2000

James  J.  Marek,  Jr.
1080  Grande  View  Blvd.,  #  828
Huntsville,  AL  35824

Dear  Jim:

The  Company is grateful for your service and accomplishments during your tenure
as  President  and CEO, and has confidence in you and your continuing leadership
into  the  future.

Throughout  your  tenure,  you have worked for the Company without compensation.
But  now things are changing with regard to your compensation. As you are aware,
beginning  with  the  pay  period  that  starts Monday May 15, 2000, you will be
receiving  partial  compensation  of  $2,100  per  pay period ($1,050 per week).

I  am  pleased to inform you that as of May 1, 2000 ("Date of Grant") California
Molecular  Electronics Corporation ("Company" or "CALMEC") has granted you under
the  California  Molecular  Electronics Corp. 1997 Stock Option Plan ("Plan"), a
stock  option  ("Rolling  Option")  to  purchase, a certain number, N, of shares
("Shares") of the Company's Common Stock at an exercise price of $6.00 per share
("Exercise Price"), where N is 500 plus 250 times the number of weeks that shall
occur  during  the  time  period that begins on May 1, 2000 and that ends on the
Full  Comp  Date,  where the Full Comp Date is defined as that date at which the
board  of  directors of the Company determines that the Company is able to begin
the  payment  of  full  compensation  to  you  for  your  services.

The  Exercise Price of this Rolling Option represents the fair market value of a
share  of Common Stock on the Date of Grant as determined by the Company's Board
of  Directors.  A  copy  of  the  Plan  is  attached  hereto.

This  Rolling  Option  is  granted  to you as part of the Company's compensation
program.  The  purpose  of  the Plan is to give the Company and its stockholders
the  benefits  arising  from capital stock ownership by employees, officers, and
directors of the Company, as well as consultants and advisors to the Company who
are  expected  to  contribute  to  the  Company's  future  growth  and  success.

This  letter  constitutes a Stock Option Agreement ("Agreement") between you and
the  Company  and  hereby incorporates the Plan by reference, a copy of which is
attached  hereto.  In  the  event  of  any discrepancy between the terms of this
Agreement  and  the  Plan,  the  terms  of  the  Plan  shall  govern.

At any time or times, (where such time or times is referred to in this paragraph
As  "That  Time"),  subject  to compliance with the terms and conditions of this
Agreement and the Plan, you may exercise this Rolling Option with respect to the
number  of  shares,  N,  indicated  in  the  following  formula:

     N    =  1,000  + NWX250 - NA , where
     NA   is  the  total  number  of  shares already purchased by you under this
          Rolling  Option  prior  to  That  Time and
     Nw   is  the number of weeks from May 1, 2000 to That Time, if That Time is
          before  the Full Comp Date and is the number of weeks from May 1, 2000
          to  the  Full  Comp  Date  otherwise.


<PAGE>
James J. Marek, Jr.
May 1, 2000
Page 2 of 4

The  Rolling  Option  may  not,  however,  be  exercised  after  April  30, 2010
("Expiration  Date")  and  may  terminate  earlier as set forth herein or in the
Plan.

Subject to the provisions of the Plan and this Agreement, the Rolling Option may
be  exercised  by  written  notice  to  the  Company  from the person or persons
entitled  to  exercise  the  Rolling  Option  stating  the number of shares with
respect  to  which  it  is  being  exercised  and  accompanied by payment of the
purchase  price.  A sample form of the Notice of Exercise is attached hereto for
reference.

This Rolling Option is intended to be an Incentive Stock Option, as described in
Section  422(b)  of  the Internal Revenue Code of 1986, as amended (the "Code").
Your  ability  to  receive the tax treatment accorded to Incentive Stock Options
upon  exercise  of  this  Rolling Option and the subsequent sale of the stock is
subject  to  timing requirements set forth in the Code.  You should consult with
your  personal  tax  advisor  with  respect  to  the tax effects of this Rolling
Option.

It  should  be  noted  that  the Shares that  are issuable upon exercise of this
Rolling  Option  have  not  been  registered  under  the  Securities Act of 1933
("Act").  The  foregoing  notwithstanding,  the  Company  has  granted  you this
Rolling Option pursuant to an exemption from the share registration requirements
as allowed under Rule 701 of the Securities and Exchange Commission ("SEC").  It
is  anticipated  that  the  exemption  contained  in Rule 701 will apply to this
Rolling  Option.  However,  if the Shares issuable upon exercise of this Rolling
Option are still unregistered and the Rule 701 exemption is not available at the
time  you  wish  to exercise this Rolling Option, the Company may not be able to
sell  you  the Shares until either a registration statement under this Act is in
effect  with  respect  to  the  Shares  or,  if in the opinion of counsel to the
Company,  another  exemption to the registration requirements is available.  The
availability  of  any  exemption  to  the  registration  requirements  may  be
conditioned,  among  other  things,  upon  the  Company's  receipt  of  written
representations  from  you regarding your investment experience, your receipt of
financial  and other information regarding the Company, and representations that
you  will  not resell or otherwise dispose of the Shares you are acquiring other
than  in  accordance  with  Rule  144  of  the  SEC.  If  an  exemption  to  the
registration  requirements  is  not  available,  the  Company  shall be under no
obligation  to  register  these  Shares  under  the  Act.

In  as  much  as the Shares which are issuable upon the exercise of this Rolling
Option  have not been registered under the Act, they cannot be re-sold, pledged,
or  otherwise  transferred by you unless they are: registered under the Act; the
sale  complies  with  the  requirements  of  SEC Rule 144; or, in the opinion of
counsel  of  the  Company, another exemption to the registration requirements is
available.  Given  these  conditions, your ability to sell, pledge, or otherwise
transfer  these  shares may be subject to substantial restrictions under the Act
and  the rules of the SEC.  For this reason, you will be required to demonstrate
to  the  satisfaction  of  the Company that a proposed sale, pledge, or transfer
complies  with  the  Act  and  the rules of the SEC.  If you wish information on
whether a proposed transaction my violate these restrictions, you should contact
the  Secretary  of  the  Company  or  your  own  counsel.

It  should  further  be noted that the Shares issuable upon the exercise of this
Rolling  Option  have not been registered or qualified under the securities laws
of  any  State.  Please be aware that the securities laws of some States require
the  Company  place  limitations  on  the  transferability  of such unregistered
Shares.  If  contemplating  a  transfer  to  an  entity  in  a  State  with such
requirements,  you  will  be  required to demonstrate to the satisfaction of the
Company  that  the  proposed  transfer  complies  with that State's law prior to
effecting  the  transfer.


<PAGE>
James J. Marek, Jr.
May 1, 2000
Page 3 of 4

Until  such  time  as  the  Shares  which are issuable upon the exercise of this
Rolling  Option  have  been  registered  in accordance with the Act, listed on a
national  securities  exchange  (as  the  term  is  used in the Act), the NASDAQ
National  Market,  or  the  NASDAQ SmallCap Market, a transfer, pledge, sale, or
other  disposition  thereof,  unless  accomplished by right of inheritance or by
operation of law, shall be valid and effective only after the Shares proposed to
be transferred are first offered for sale to the Company for the price at which,
and  under the terms on which, you propose to sell such Shares as evidenced by a
bona  fide  offer to purchase.  As such, prior to attempting such a transaction,
you  agree herein to notify the Secretary of the Company of the details relating
to the proposed transaction and to comply with the Company's required procedures
established  to  process  such  requests.

As  part  of  your  Rolling  Option,  you  agree  that  in  connection  with any
registration  of the Company's securities under the Act, upon the request of the
Company  or  the  underwriters  managing  any  public  offering of the Company's
securities,  you  will  not  sell or otherwise dispose of any shares you acquire
upon  exercise  of  this Rolling Option without the prior written consent of the
Company  or  the underwriters for such period as the Company or the underwriters
may  specify,  provided  that  such  period  shall  not exceed 180 days from the
registration  of  the  securities.

This  Agreement, the Plan, and references herein constitute the entire agreement
between  you and the Company with respect to the subject matter contained herein
and  supersede  in  their  entirety  any previous or contemporaneous agreements,
whether  oral  or  written,  with  respect  to  that  subject  matter.

This  Agreement  may  not be amended or modified except with the signed, written
consent  of the parties to such amendment or modification, and no right under it
shall  be  deemed  waived  without the written consent of the party charged with
waiving  such  right.  All  notices to be given under it shall be in writing and
delivered  either  personally  or  by  first class mail, postage prepaid, to the
respective  address.

Please  indicate your agreement to the terms and conditions set forth herein and
the Plan by signing the accompanying copy of this letter and returning it to the
Secretary  of  the  Company.  Upon receipt of the signed copy of this Agreement,
the  Company  will activate the Rolling Option on your behalf.  If a signed copy
of this Agreement is not received by the Company before the close of business on
the  20th day after the date of this letter, the Company will assume you are not
accepting the offer contained herein and the offer will be withdrawn.  It should
be noted that signing this Agreement does in no way obligate you to exercise the
Rolling  Option.

If  you  have  any  questions regarding your Rolling Option, the Plan, or if you
desire  further information prior to exercise, please do not hesitate to contact
the  Secretary  of  the  Company.

Sincerely,


/s/  Jon  N.  Leonard
---------------------------
Jon  N.  Leonard,  Chairman
California  Molecular  Electronics  Corporation
13924  Green  Tree  Drive
Tucson,  Arizona  85737


<PAGE>
James J. Marek, Jr.
May 1, 2000
Page 4 of 4

ACKNOWLEDGMENT:  I  acknowledge  receipt  of  this  Agreement  and a copy of the
California  Molecular  Electronics  Corp.  1997  Stock  Option  Plan and, having
reviewed  both,  hereby  agree  to  be bound by all the terms and conditions set
forth  therein.


/s/  James  J.  Marek,  Jr.                            Date:      12/8/00
-----------------------------------                         --------------------
James  J.  Marek,  Jr.


<PAGE>
                 NOTICE OF EXERCISE OF OPTION TO PURCHASE SHARES

To:  Corporate  Secretary
     California  Molecular  Electronics  Corp.

I  hereby  exercise  my  option  ("Rolling  Option")  granted  as  of
____________________  (please  insert  the  Date  of  Grant as indicated in your
Rolling  Option Agreement) under the California Molecular Electronics Corp. 1997
Stock  Option  Plan  for  the purchase of _____________ shares ("Shares") of the
Common  Stock  of  California Molecular Electronics Corporation according to the
terms  and  conditions  thereof  and  herewith make payment of the full purchase
price  of  $_________________  as  follows:

                         (please state means of payment)


Please  issue the certificate for the Shares in accordance with the instructions
given  below.
                                   _______________________________
                                   Signature

Instructions  for  Issuance  of  Shares:

__________________________________
Name  (Print)

__________________________________
Street  Address

__________________________________
City,  State,  Zip

__________________________________
Social  Security  Number

__________________________________
Telephone


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