EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT

                                     Between

                                KENNETH L. MINTON

                                       and

                    PML MICROBIOLOGICALS, INC. and PML, INC.

The  purpose  of this  Agreement  is to  confirm  the  terms  of the  employment
relationship  between PML  Microbiologicals,  Inc.  and PML,  Inc.  (hereinafter
referred to as "Employer" or "PML"), and Kenneth Minton (hereinafter referred to
as the "Employee").

     1. Term of  Agreement.  Employer and  Employee  agree that the term of this
Agreement  shall be from the day of execution by all parties until May 31, 2010,
unless employment is sooner terminated as provided herein.

     2. Position and Duties.

         2.1 Employer and Employee  agree that  Employee will be employed as the
President and CEO of PML and that in this capacity,  Employee's responsibilities
will  include,  but are not limited to those  described  in Exhibit A,  attached
hereto and  incorporated  herein by this  reference.  It is understood that from
time to time  Employee  may be  assigned  other  duties  in  addition  to  those
described  in  Exhibit  A.  It is  further  agreed  and  understood  that as the
President/CEO  of Employer,  the hours which Employee is required to work,  will
vary  considerably and will sometimes be more and sometimes less than forty (40)
hours per week.  It is  understood  and agreed that  Employee's  pay will not be
affected by the number of hours worked in a given week; Employee is not eligible
for overtime compensation nor subject to deductions from compensation due to any
variance in the number of hours worked.

         2.2 Employee's obligation to devote his full-time, attention and energy
to the business of Employer  shall not be construed as preventing  Employee from
investing  his  assets  so long as any  such  investment  will not  require  any
services  on the  part  of  Employee  in the  operation  of the  affairs  of the
company(ies) or business(es) in which such investment(s) is (are) made.

         2.3 Employee shall have the authority to hire and fire other  employees
of Employer under his supervision.


     3. Division of the Office of President and CEO.

         3.1 The parties agree and recognize that it is Employee's  intention to
hire a President to fulfill the  day-to-day  functions of running PML.  Employee
shall retain the
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discretion to determine when and if to hire a President, based on his good faith
belief of what is in the best interest of PML.

         3.2  Employee  shall  retain  the right to hire the  President  and set
his/her compensation.  The Employee's and President's  compensation cannot equal
more  than  the  amount  provided  for  in  Sections  5 and 6 (or  any  increase
authorized by the Board of Directors),  without advanced approval from the Board
of Directors.  Employee shall have the sole  discretion to award President some,
all or no portion of the Bonus set forth in Section 6. The President will not be
entitled  to  receive  any other  bonus,  unless as  authorized  by the Board of
Directors.

         3.3 In the event Employee hires a President, Employee shall delegate to
the President those duties  described in Exhibit A as  appropriate.  The parties
agree that if a President is hired,  Employee will not be required to be on-site
on a daily  basis  and may  perform  consulting  services  for  other  entities,
provided that he agrees that he will not consult with any company, person, group
or entity that provides goods or services in competition with PML.

     4. Employer's Covenants.

         4.1 Employer agrees to reimburse  Employee for all reasonable  business
expenses  incurred by Employee  while on  Employer's  business.  Employee  shall
maintain such records as will be necessary to enable Employer to properly deduct
such items as business expenses when computing Employer's federal income tax.

         4.2 Employer  agrees to conduct  performance  reviews of Employee on an
annual basis.

     5. Compensation.

         5.1  For  all  services  rendered  by  Employee  under  this  Agreement
(exclusive of stock options and bonus,  if any),  Employer  shall pay Employee a
base salary of One Hundred  Seventy Five Thousand  Dollars  ($175,000) per year.
Employee  shall be paid this salary on PML's regular pay days,  minus all lawful
and agreed upon payroll deductions.

         5.2 Unpaid  compensation  due to  short-term  cash flow  considerations
shall be accrued by Employee without payment of interest if not paid when due.

         5.3 The PML Board of Directors shall review Employee's  compensation at
the first board meeting of each fiscal year. This review is intended to evaluate
the Employee's  performance and to provide an increase to his base salary and/or
bonus,  if  appropriate.  It is not the  intent of this  review  to  adjust  the
Employee's compensation to a lower level.

     6. Bonuses.

         6.1 Goal. To maximize shareholder value.

         6.2 Basis. Fifty percent of pre-tax profits above the base of $360,000,
with a maximum bonus of $100,000. Employer profit sharing contributions,  401(k)
matching

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contributions  and expenses  resulting from issuance of  non-qualified
stock  options  are added  back to pre-tax  profits  for  calculations  of bonus
amount.

         6.3 Term.  Any bonus for any fiscal year in which  Employee is employed
under the terms of this Agreement shall be calculated as set forth herein.

         6.4 Calculation.

                         Pre-tax profits
                -        Less debt forgiveness, if any
                -        Less base ($360,000)
                         --------------------
                         Profits to be used for base calculation

                Example: $750,000Pre-tax profits
                                 (100,000)         Debt forgiveness
                                 (360,000)         Base
                                 ----------------------
                         =       $290,000 Profits for base calculation

                                 $145,000 50% of applicable profits

                                 $100,000        Bonus paid (Bonus is based upon
                                                 50% of profits over $360,000 up
                                                 to a maximum bonus of $100,000)

         6.5 Earning and Payment of Bonus. The bonus for any fiscal year will be
earned at the close of the fiscal  year for which the  pre-tax  profits  were at
least  $360,000,  as certified by the  auditors.  Said earned bonus will be paid
within ten days of the  certification of the annual audit results for the fiscal
year for which the bonus is being calculated.

         6.6 Forfeiture of Bonus.  No unearned bonus or portion of bonus will be
paid if any of the following circumstances exist:


              6.6.1  Employee quits PML at any time other than at the expiration
of the contract.

              6.6.2  Employee  is fired for  cause,  as that term is  defined in
paragraphs 11.1.1 through 11.1.4.

         6.7 Payment of Bonus in Event of Termination Without Cause.

              6.7.1 If  Employee is  terminated  at the close of any fiscal year
without  "cause" as that term is defined in Paragraph 11.1, and if the terms and
conditions of Paragraphs  6.2, 6.3, 6.4, and 6.5 are met,  Employee will receive
payment of his bonus, if any, for his last fiscal year of employment  subject to
and under the terms and conditions contained herein.

              6.7.2 If Employee is terminated at any other time without  "cause"
as that term is defined in Paragraph  11.1,  and if the terms and  conditions of
Paragraphs  6.2,  6.3,  6.4, and 6.5 are met,  Employee  will receive a pro rata
share of his bonus,  if any,  for  whatever  portion

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<PAGE>

of the last  fiscal  year of  employment  and subject to and under the terms and
conditions contained herein.

                  Example. If Employee is terminated without cause on November
                  1, 2001, and if the pre-tax profits of the Employer were
                  greater than $360,000 in fiscal year ending May 31, 2002, then
                  Employee shall receive a bonus equal to 5/12ths of whatever
                  bonus he would have been entitled to had he worked the entire
                  2001-2002 fiscal year.

     7. Stock Options.

         7.1 Employee has received  options  under PML's 1994 Stock Option Plan,
originally named the Meda, Inc. 1994 Stock Option Plan (the "Plan"), for a total
of 140,000  shares,  which options vest, in the aggregate,  over a period of six
years, as follows:

                  Shares            Exercise Price         Date of vesting
                  ------            -------- -----         ---------------
                  20,000            $0.375                    4/8/96
                  20,000            $0.375                   5/31/97
                  20,000            $0.375                   5/31/98
                  20,000            $0.375                   5/31/99
                  20,000            $0.375                   5/31/00
                  20,000            $0.5975                  5/31/01
                  20,000            $0.5975                  5/31/02

         7.2  Employee's  rights to any unvested stock options cease on the date
of Employee's termination of employment, all in accordance with the terms of the
Plan and the terms of Employee's individual option agreements.

         7.3 Notwithstanding the vesting schedule described above and Employee's
stock  option  documentation,   Employee's  options  shall  become  100%  vested
immediately  prior to and in  conjunction  with (a) a sale,  merger  or  similar
transaction that results in an unrelated entity acquiring a controlling interest
in PML (an "Acquisition  Event") during  Employee's  employment with PML, or (b)
Employee's  employment  is  terminated  by PML without  "cause," as that term is
defined in Paragraphs 11.1.1 through 11.1.6.

         7.4 PML agrees to further award  Employee an additional  bonus award of
shares of PML stock  immediately prior to and in conjunction with an Acquisition
Event,  provided the  Acquisition  Event occurs while Employee is still employed
(the  "Acquisition  Event  Award").  If  Employee is  terminated  by PML without
"cause," as that term is defined in paragraphs  11.1.1 through  11.1.6,  or with
"cause" as defined in  paragraphs  11.1.7 and 11.1.8,  prior to the  Acquisition
Event,  Employee will receive the Acquisition Event Award upon the occurrence of
the Acquisition  Event,  just as if Employee were still employed.  The number of
shares  contained in the  Acquisition  Event Award shall be the number of shares
that has a fair  market  value,  based on the  per-share  value  utilized in the
Acquisition  Event,  equal to the lesser of (a) $840,000 or (b) $1,400,000 minus
the fair market value of 140,000 shares of stock (again basing fair market value
on the per-share value utilized in the Acquisition Event). The parties

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<PAGE>

acknowledge  that the  Acquisition  Event Award will trigger a  withholding  tax
obligation on the part of PML, and PML will refrain from transferring the shares
associated with the Acquisition Event Award until arrangements have been made to
satisfy the applicable  withholding  tax  obligation,  including,  to the extent
available under applicable  securities  laws,  holding back from the Acquisition
Event  Award a number of shares  that have a fair  market  value  sufficient  to
satisfy the withholding obligation.

     8. Fringe Benefits.

         8.1 Fringe  Benefits.  Employer and Employee agree that during the term
of this  Agreement,  Employee  shall be  entitled to  participate  in all fringe
benefits as may be authorized  and adopted from time to time by Employer and for
which Employee is eligible.

         8.2 Miscellaneous Expense. Employer shall pay for Employee's membership
dues  in  professional  organizations  and  reimbursement  for  courses  up to a
reasonable  annual amount and as Employer's  finances permit,  provided that the
benefit to Employer of such organization or course can be demonstrated.

     9. Vacation.

         9.1  Vacation.  Employee  shall  be  entitled  to four (4)  weeks  paid
vacation per year.  Vacation is earned  based on  Employee's  anniversary  date.
Employee shall earn sick leave pursuant to the policies  generally  available to
PML's employees. In the event Employer hires a President, pursuant to Section 3,
Employer shall cash out Employee's  accrued  vacation to date and Employee shall
not be entitled to accrue any additional vacation.

         9.2  Carryover  Unused  Vacation.  Employee  may  carryover  any year's
vacation  to the next year up to a maximum of 320  hours.  If  Employee  has 320
hours  accrued,  he must use  vacation or lose that accrued  vacation  above 240
hours.

         9.3  Scheduling.  Vacation  shall be  scheduled  by  Employer at a time
mutually convenient to both Employer and Employee.


         9.4  Accrued  and Unused  Vacation  at  Termination.  In the event this
Agreement  is  terminated  before  its  expiration  date by either  Employer  or
Employee,  Employee shall be paid for all previously accrued and unused vacation
time.

     10. Confidential Information and Non-Solicitation.

         10.1 It is  understood  and  agreed  that  as a  result  of  Employee's
employment  with PML,  Employee will be acquiring and making use of confidential
information  about Employer's  business as well as financial  information  about
PML.  Employee  agrees that he will respect the confidences of Employer and will
not at any time during or after his employment with PML,  directly or indirectly
divulge or disclose for any purpose  whatsoever or use for his own benefit,  any
confidential information that has been obtained by or disclosed to Employee as a
result of his employment with PML.

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<PAGE>

10.2 Employee agrees that during his employment with PML, and for a period of
two years after termination of his employment, he will not directly or
indirectly solicit for employment any employee of PML.

         10.3 If Employee violates any of the provisions of these subparagraphs,
Employer  shall be entitled to receive from Employee  reimbursement  for any and
all damages  caused by such breach,  as liquidated  damages and not as a penalty
(both Employer and Employee  realizing the difficulty in establishing the amount
of actual  damages  incurred  by PML as the result of such a breach),  an amount
equal to fifty percent (50%) of  Employee's  then current  yearly base salary if
still employed by PML, or if no longer employed by Employer, fifty percent (50%)
of the amount of Employee's  yearly base salary at the time of his  termination.
It is  understood  and  agreed  that this  remedy is in  addition  to, and not a
limitation on, any  injunctive  relief for other rights or remedies to which PML
is or may be entitled to under the law.

         10.4 If any provisions of these subparagraphs are held to be invalid or
unenforceable,  the remaining  provisions  shall,  nevertheless,  continue to be
valid and enforceable as though the invalid or unenforceable  parts had not been
included.

     11. Termination.

         11.1 Either  Employee or Employer may terminate  this  Agreement at any
time with or without  cause.  For  purposes of paragraph  11.1 only,  "cause" is
defined as any one or more of the following:

              11.1.1 Dishonesty that materially impairs the interest of PML;

              11.1.2 Refusal to follow a lawful direction of the Board;

              11.1.3  Conviction  of a crime that is  classified  as a felony or
conviction of any misdemeanor that materially impairs the interest of PML;

              11.1.4 Personal or professional  conduct which injures or tends to
injure the reputation of Employer or otherwise  significantly  adversely affects
the interests of Employer;

              11.1.5  Failure to materially  reach mutually  agreed  performance
targets  due  to  Employee's  performance  and  not  primarily  as a  result  of
conditions outside of Employee's control;

              11.1.6  Deterioration of the financial condition of Employer which
makes it impossible to continue;

              11.1.7  Death of Employee,  other than death  caused  primarily by
Employee's performing duties on behalf of Employer;

              11.1.8 Disability of Employee for a cumulative period of more than
twelve weeks in any one-year period other than any disability  caused  primarily
by Employee's performing duties on behalf of Employer.  "Disability" means being
unable to perform the essential  functions of the job with or without reasonable
accommodation.

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<PAGE>

         11.2 Effect of Termination.  Upon termination of Employee's  employment
with PML,  Employer  agrees to pay Employee all salary due and owing to Employee
as of the date of termination, less legal deductions or offsets Employee may owe
to Employer for such items as salary advances or loans. Employee agrees that his
signature  on  this  Agreement   constitutes  his  authorization  for  all  such
deductions.  Employee agrees to return to PML all of Employer's  property of any
kind which may be in Employee's possession.  In the event of termination of this
Agreement,  the terms and provisions of this Agreement shall also terminate with
the exception of the obligations contained in paragraphs 7.4 and 10.

         11.3 Employee's compliance with the terms and conditions of the Support
Agreement  dated  November  25, 1996 and signed by PML  Microbiologicals,  Inc.,
Norwest Business Credit,  Inc. and Kenneth L. Minton shall not be construed as a
termination  of  this  Agreement  ("the  Support  Agreement").   The  terms  and
conditions  of the  Agreement  shall  remain  in full  force and  effect  during
Employee's  compliance  with  the  terms  of the  Support  Agreement.  By way of
example, but not as a limitation,  Employee's employment may still be terminated
according to the terms of the Agreement, and Employee will still be eligible for
any stock option  and/or  bonus,  providing he otherwise  qualifies  pursuant to
terms and conditions contained in the Agreement.

     12. Severance.

         12.1 If termination is for "cause" (as defined in paragraph  11.1),  or
upon the expiration of the contract, no severance will be paid.

         12.2 If  termination  is for reasons other than for "cause" (as defined
in Paragraph 11.1), severance will equal Employee's actual base compensation for
the remaining  term of the  Agreement.  The severance  will be paid on regularly
scheduled pay dates or in one lump sum, at Employer's option.

         12.3 If Employee quits at any time before the contract expires, he will
receive no severance.

         12.4  Severance  paid  pursuant to paragraph 12 will be due and payable
only in exchange for a mutual release of all claims.

     13. Construction of Agreement.

         13.1  Superseding  Agreement.   This  Agreement  supersedes  any  prior
Agreements,  written  or  oral,  including  without  limitation  the  Employment
Agreement entered into on April 4, 1996 and September 24, 1997.

     13.2 Essential Terms and  Modification  of Agreement.  It is understood and
agreed that the terms and conditions  described in this Agreement constitute the
essential terms and conditions of the employment  arrangement  between  Employer
and  Employee,  all of which have been  voluntarily  agreed  upon.  Employer and
Employee  agree that there are no other  essential  terms or  conditions  of the
employment  relationship that are not described within this Agreement,  and that
any change in the essential terms and conditions of this Agreement will be

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<PAGE>

written down in a supplemental  agreement which shall be signed by both Employer
and Employee before it is effective.

         13.3  Severability.  If any term,  covenant,  condition or provision of
this Agreement or the application  thereof to any person or circumstance  shall,
at any time,  or to any extent,  be  determined  invalid or  unenforceable,  the
remaining  provisions  hereof shall not be affected  thereby and shall be deemed
valid and fully enforceable to the extent permitted by law.

         13.4 Notices.  Any notice  hereunder  shall be sufficient if in writing
and delivered to the party or sent by certified mail,  return receipt  requested
and addressed as follows:

              13.4.1 If to Employer: Ron Torland
                                     10595 SW Kiowa Street
                                     Tualatin, OR 97062

              13.4.2 If to Employee: Kenneth L. Minton
                                     2390 Michael Court
                                     West Linn, OR 97068

Either  party may change the address  herein  specified  by giving to the other.
Notice shall be effective on the day of mailing.

         13.5  Governing  Law and  Venue.  This  Agreement  is made and shall be
construed and performed  under the laws of the State of Oregon.  In the event of
any dispute between Employer and Employee,  venue shall be in Washington County,
Oregon.

         13.6 Dispute  Resolution.  The parties agree that prior to  instituting
any claim,  lawsuit,  arbitration or other  adversarial  proceeding  against the
other,  they will engage in formal  mediation.  Each side may be  represented by
counsel  and each side will bear its own costs for  mediation.  In the event the
parties cannot  resolve their dispute at mediation,  the parties agree to settle
any dispute through  arbitration under the terms of the Arbitration  Services of
Portland.  The  prevailing  party  shall be  entitled  to receive  its costs and
attorneys fees in the event of an arbitration or any appeal therefrom.

         13.7  Waiver of  Agreement.  The waiver by  Employer of a breach of any
provision of this  Agreement by Employee  shall not operate or be construed as a
waiver by Employer of any subsequent breach by Employee.

         13.8  Captions.  The captions and  headings of the  paragraphs  of this
Agreement  are for  convenience  and  reference  only  and are not to be used to
interpret or define the provisions hereof.

         13.9 Assignment and Successors.  The rights and obligations of Employer
under this  Agreement  shall  inure to the  benefit  of and be binding  upon the
successors  and  assigns of  Employer.  The rights and  obligations  of Employee
hereunder are  nonassignable.  Employer may assign its rights and obligations to
any entity in which Employer or a company affiliated to Employer, has a majority
ownership interest.

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         13.10 Notice of Intent Not to Renew.  Employee and Employer  both agree
to provide  the other with no less than 90 days  prior  written  notice of their
intent not to renew the contract and/or to continue  employment  beyond the term
of the contract.

         DATED this 13th day of September, 2000.

EMPLOYEE:                                   EMPLOYER:
--------                                    --------
KENNETH L. MINTON                           PML MICROBIOLOGICALS, INC.
                                            and PML, INC.


/s/ Kenneth L. Minton                       /s/ Arthur R. Torland
-----------------------------------         ---------------------------------
                                            Its Chairman

                                            /s/ Douglas Johnson
                                            ---------------------------------
                                            Director












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