EXHIBIT 10.3

         HOPPER EMPLOYMENT AGREEMENT

                  This EMPLOYMENT  AGREEMENT  ("Agreement")  is made and entered
into as of this fifteenth (15) day of September, 2000, ("Effective Date") by and
between MR3 Systems, Inc., a Delaware corporation,  ("EMPLOYER") located at Pier
54, San Francisco,  California  94107,  and Larry J. Hopper  ("EMPLOYEE")  whose
address is 1909 Eagle Ridge Drive, Monroeville, PA 15146.

         RECITALS
         ---------
                  WHEREAS,  EMPLOYER  requires  the  services  of a Senior  Vice
President,  Business  Development  who will have  responsibility  for  providing
leadership and direction to meet EMPLOYER's business development goals; and

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

                  WHEREAS,  EMPLOYER  desires to employ  EMPLOYEE  as its Senior
Vice President, Business Development 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, Business Development.

                  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,  Business  Development,  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,  Business  Development,  of a corporation  such as
EMPLOYER.  Said duties and  services  shall be more  particularly  described  in
Exhibit "A" attached hereto. (Exhibit "A" is incorporated herein by reference.)

1.3 Hours.  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  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.

                                       1
<PAGE>

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

2.1      Base Salaries.
         --------------
                  2.1.1    Initially,   for   services   rendered   by  EMPLOYEE
                           hereunder,  EMPLOYEE  shall be paid a Base  Salary of
                           Eight Thousand Dollars ($8,000) per month.

                  2.1.2    Upon completion of Milestone I as set forth Exhibit A
                           hereto ("Milestone I"), EMPLOYEE shall be paid a Base
                           Salary  of  Twelve   Thousand  Five  Hundred  Dollars
                           ($12,500) per month.

                  2.1.3    Upon  completion of Milestone II as set forth Exhibit
                           A hereto  ("Milestone II"),  EMPLOYEE shall be paid a
                           Base Salary of Fifteen Thousand Dollars ($15,000) per
                           month.

                  2.1.4    EMPOLYEE's right to receive the Base Salary increases
                           set  forth in  sections  2.1.2  and  2.1.3  above are
                           expressly  conditioned  upon the  fiscal  ability  of
                           EMPLOYER to pay such increases, in addition to paying
                           increases  of the same  amounts to both its  Chairman
                           and CEO,  and its  Vice  Chairman  and  CSO,  without
                           impairing the financial  condition of the EMPLOYER as
                           determined by its Board of Directors. Any Base Salary
                           increases  earned  under  Sections  2.1.2  and  2.1.3
                           above, but not paid under this Section 2.1.4 shall be
                           accrued on the books on the  EMPLOYER,  together with
                           the unpaid salary  increases for the CEO and the CSO.
                           Payment of any  accrued  salaries  shall be  deferred
                           until such time as the EMPLOYER's financial condition
                           can  sustain  both the ongoing  payment of  increased
                           salaries to  EMPLOYEE,  CEO and CSO, and the pay down
                           of  all,  or  a  pro-rata   portion  of  the  accrued
                           salaries.

                  2.1.5    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,  at an exercise  price of
                           $0.40 per share ("Options"), vesting as follows:

                  2.2.1    Options   to   purchase   500,000   shares   to  vest
                           immediately upon the signing of this Agreement; and

                  2.2.2    Options to purchase an additional  500,000  shares to
                           vest immediately upon completion of Milestone I; and

                  2. 2.3   Options to purchase an additional  500,000  shares to
                           vest immediately upon completion of Milestone II.

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.

                                       2
<PAGE>
                  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, 2003,  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:

(a)      Conviction of EMPLOYEE of a felony.
(b)      Conviction  of  EMPLOYEE  of a  misdemeanor  of moral  turpitude  which
         affects EMPLOYEE's ability to perform his duties under this Agreement.
c)       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.
(d)      Willful malfeasance or gross negligence of EMPLOYEE.
(e)      Material refusal by EMPLOYEE to perform his duties,  or his substantial
         neglect of the duties assigned to him.
(f)      Disloyal, dishonest or illegal conduct by EMPLOYEE.
(g)      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").  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.

                                      3
<PAGE>

                                   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.

                                  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:         Pier 54
                                    San Francisco, CA  94107
                                    Attention:  CEO

                  EMPLOYEE:         1909 Eagle Ridge Drive
                                    Monroeville, PA  15146

                  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.

                                      4
<PAGE>

                                    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.

                                   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.

                                       5
<PAGE>


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.

                                       6
<PAGE>

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.

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/ Larry J. Hopper
                                   -------------------
                                       Larry J. Hopper
         EXHIBIT "A"
         -----------

                                       7
<PAGE>

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

EMPLOYEE  shall  perform the duties,  and have the  responsibilities,  generally
associated with the position of Senior Vice President, Business Development of a
corporation in a comparable  stage of development  as EMPLOYER.  However,  these
duties and  responsibilities,  at least during the first 5 calendar  quarters of
this Agreement shall be prioritized as follows:

1.       The  development  of EMPLOYER's  business in the steel  industry,  with
         primary  emphasis  of the  processing  of  electric  arc  furnace  dust
         ("EAF"),  and secondary emphasis on projects such as the Dupont Tin and
         AK Steel EGL projects.

2.       Assisting  EMPLOYER in the procurement of low cost feedstock and source
         materials for its Butte, Montana facility and in the sale of the output
         of that facility.

3.       Pursuing  any  opportunities  that may arise out of  existing  EMPLOYER
         relationships, such as the relationship with Applied Materials.

4.       Working with the EMPLOYER  and any of its  consultants  to research and
         determine all the potential business development  opportunities for the
         EMPLOYER,  including  identifying all potential  markets,  the size and
         location  of  those   markets,   the   advisability   of  the  EMPLOYER
         participating  in  those  markets  and the  projected  net  revenue  to
         EMPLOYER from any such participation. The result of this research is to
         prioritize  EMPLOYER's  targeting of potential markets,  which EMPLOYEE
         will then seek to develop on behalf of EMPLOYER  pursuant to a business
         plan approved by its Board of Directors.

With  respect to priority no. 1 above,  EMPLOYEE  shall have two  Milestones  to
reach during the Initial Term of this  Agreement,  to which his  Compensation is
tied pursuant to Section 2 of this Agreement, as follows:

         (a)  Milestone I:  EMPLOYEE  shall have caused  EMPLOYER to reach final
agreements on the installation of MR3 plants to process EAF on the properties of
two steel companies on or before June 30, 2001,  processing no less than a total
of 25,000 tons of EAF per year.

         (b) Milestone II:  EMPLOYEE  shall have caused  EMPLOYER to reach final
agreements on the installation of MR3 plants to process EAF on the properties of
two additional  steel  companies on or before  December 31, 2001,  processing no
less than a total of 50,000 tons of EAF per year.

EMPLOYEE shall be responsible for monitoring the prioritization of these duties,
with first  priority and emphasis on reaching  the  Milestones  set forth above.
Should EMPLOYEE  determine that EMPLOYER is jeopardizing  EMPLOYEE's  ability to
reach these  Milestones  by asking  EMPLOYEE  to devote time to lesser  priority
items,  EMPLOYEE shall notify EMPLOYER  immediately.  Any material change in the
priority  listed  above  shall  then  result  in a change  in the  timing of the
Milestones, upon mutual agreement between EMPLOYER and EMPLOYEE.

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

CONFIDENTIALITY AGREEMENT


THIS AGREEMENT is made and entered into this 15th day of September, 2000, by and
between:

MR3 Systems, Inc. ("EMPLOYER "), a Delaware  corporation,  whose address is Pier
54, San Francisco, California 94107, and

Larry  J.  Hopper  ("EMPLOYEE"),  whose  address  is  1909  Eagle  Ridge  Drive,
Monroeville, PA 15146.

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".

                                       8
<PAGE>

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.

         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.

                                       9
<PAGE>

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.

                                       10
<PAGE>

12.      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.

13.      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.

14.      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 September 15, 2000.

EMPLOYER
--------

MR3 SYSTEMS, INC.

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


EMPLOYEE
--------

    /s/ Larry J. Hopper
    -------------------
        Larry J. Hopper
                                       11