Exhibit
10.18


EMPLOYMENT AGREEMENT BETWEEN


AMERICAN MEDICAL TECHNOLOGIES, INC. AND JUDD D HOFFMAN


THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made
effective as of January 1, 2007 (“Effective Date”), is entered into by and
between American Medical Technologies, Inc., a Texas corporation (the “Company”)
and Judd D Hoffman (the “Executive”), collectively referred to herein as the “parties.”


WHEREAS, the Company wishes to employ the Executive
to serve as its Chief Executive Officer and President to perform lawful duties
on behalf of the Company.


NOW, THEREFORE, for and in consideration of the
mutual promises and conditions made herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows.


ARTICLE I


EMPLOYMENT AND TERM OF EMPLOYMENT


1.1.         Employment and Term.  The Company hereby employs Executive to
render full-time services to the Company, subject to Section 2.2 of this
Agreement, and except during vacation periods and reasonable periods of absence
due to sickness, personal injury or other disability, or family medical leave
to the extent required by applicable law, upon the terms and conditions set
forth below, from the Effective Date of this Agreement until the employment
relationship is terminated in accordance with the provisions of this
Agreement.  This Agreement is for a term
of three (3) years from the Effective Date, that is, concluding on December 31,
2009 (the “Stated Term”), unless renewed or terminated earlier as provided for
herein (the “Employment Term”).


1.2          Renewal.  This
Agreement will be automatically renewed for an additional one (1) year period
(without any action by either party) at the end of the Stated Term, that is, commencing
on January 1, 2010, and on each anniversary thereof (“Renewal Period”), unless
one party gives to the other written notice ninety (90) days in advance of the
beginning of any of the Renewal Periods that this Agreement is to be
terminated, subject to the terms of Article IV of this Agreement.


1.3.         Acceptance.  Executive hereby accepts
employment with the Company and agrees to devote his full-time attention and
best efforts to rendering the services described below.  The Executive shall accept and follow the
reasonable and lawful direction and authority of the Company’s Board of
Directors (“Board”), in the performance of his duties, and shall comply with
all reasonable and lawful existing and future regulations applicable to senior
management level employees of the Company and to the Company’s business.


1.4.         Termination of Prior Agreements.  Upon execution of this Agreement, all prior employment and/or
consultant agreements between Executive and the Company or its subsidiaries
shall be deemed terminated and there shall be no right to severance or other
related benefits thereunder; provided, however, that the foregoing will not
apply to any obligation of the Company or any of its subsidiaries, if any, to
indemnify Executive against any losses, costs, damages or expenses.



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ARTICLE II


DUTIES OF EMPLOYEE


2.1.         General Duties.  Executive shall serve as Chief
Executive Officer and President.  In such
capacity, Executive shall do and perform all lawful services, acts, or other
things necessary or advisable to manage and conduct the worldwide direction of
the Company, including, but not limited to, the supervision, direction and
control of the work force and other employees of the Company, subject to the
lawful policies and direction of the Board. 
To the extent consistent with the Company’s Articles of Incorporation,
as amended (“Articles”) and Bylaws, as amended (“Bylaws”), Executive shall have
all powers, duties and responsibilities necessary to carry out his duties, and
such other powers and duties as the Board may reasonably and lawfully prescribe
consistent with the Company’s Articles and Bylaws.


2.2.         Exclusive Services.  It is understood and agreed
that Executive may not engage in any other business activity during the
Employment Term, whether or not for profit or other remuneration, without the
prior written consent of the Company; provided, however, that the
Executive may (i) manage personal and family investments (ii) engage in
charitable, philanthropic, educational, religious, civic and similar types of
activities to the extent that such activities do not in the view of the Company
interfere with the business of the Company or any affiliate or subsidiary of
the Company, or the performance of the Executive’s duties under this Agreement,
(iii) subject to the approval of the Board, serve as a director or as a
member of an advisory board of another business enterprise, and (d) engage in
passive investment in non-competing businesses and participate on non-profit
boards.


2.3.         Reporting Obligations.  In
connection with the performance of his duties hereunder, the Executive shall
report directly to, and take direction from, the Board.


ARTICLE III


COMPENSATION AND BENEFITS OF EMPLOYEE


3.1.         Annual Base Salary.  The Company shall pay the
Executive salary for the services to be rendered by him during the Employment
Term at the rate of two hundred and ten thousand dollars ($210,000) annually
(prorated for any portion of a year), subject to increases, if any, as the
Board may determine in its sole discretion after periodic review of the
Executive’s performance of his duties hereunder not less frequently than
annually.  Notwithstanding the foregoing,
Executive’s annual base salary shall increase as of the first day of each
anniversary year of the Effective Date in an amount that is no less than five
percent (5%), provided, however, that there shall not be any increase in base
salary if at the anniversary date designated above either party to this
Agreement has issued a notice of termination as described in this
Agreement.  Such base salary shall be
payable in periodic installments in accordance with the terms of the Company’s
regular payroll practices in effect from time to time during the term of this
Agreement, but in no event less frequently than once each month.


3.2.         Bonuses.   In addition to the base salary
and other benefits provided to Executive hereunder, Company shall also pay the
following bonus to Executive:



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(a)           The Company agrees to pay to
Executive a cash bonus which shall be calculated as follows: (i) A bonus to be
earned when and if the Company’s net operating profit reaches $500,000 for the
calendar year 2007.  The bonus to be paid shall be 15% of the $500,000
together with 10% of any net operating profit above this $500,000 amount. 
Upon the Company’s reaching or exceeding this goal of operating net profit,
Employee shall have the option of accepting payment of the bonus in cash or
accepting 250,000 shares of Company common stock at an option price of $0.20
(20/100 Dollars) per share (which the parties agree represents the market price
on the date of this Agreement).  For such bonus, the documentation to be
used to determine eligibility shall be the usual profit and loss and/or balance
sheet statements prepared by the Company in the ordinary course of
business.  Any bonus which is earned and due and payable to Executive
shall be payable in one lump sum within thirty (30) days after the issuance of
the 10-K annual report following the end of the calendar year 2007, provided,
however, that if Executive is not employed with Company for all of 2007 but the
Company achieves the operating profit levels identified herein while Executive
is employed with the Company, then the Company shall pay the bonus called for
by this Paragraph 3.2(a) pro rated based upon the number of months the
Executive is employed with the Company during calendar year 2007.   All of the foregoing options shall have an
exercise term of no less than five (5) years from the date of each vesting
within which they must be exercised.


3.3.         Expenses.  The Company shall pay or
reimburse the Executive for all reasonable, ordinary and necessary business
expenses actually incurred or paid by the Executive in the performance of
Executive’s services under this Agreement in accordance with the expense
reimbursement policies of the Company in effect from time to time during the
Employment Term, no later than thirty (30) days following Executive’s
presentation of such accurate supporting documents as the Company may require,
provided, however, that any anticipated expense to be incurred by Executive
which exceeds $10,000.00 must first be authorized by the Board in writing to be
eligible for reimbursement.


3.4.         Vacation.  The Executive shall be entitled
to three (3) weeks paid vacation for each calendar year (prorated for any
portion of a year, as applicable). 
Notwithstanding anything to the contrary in this Agreement, vacation
time shall cease to accrue beyond six (6) weeks at any given time during the
Employment Term, and vacation time shall again accrue up to the maximum when
Executive uses up vacation time to drop the vacation accrual below the maximum.


3.5.         General Employment Benefits. 
Except where expressly provided for herein, the Executive shall be
entitled to participate in, and to receive the benefits under, any pension,
health, medical life, accident and disability insurance plans or programs and
any other employee benefit or fringe benefit plans that the Company makes
available generally to its employees, and any such benefits and/or levels of
benefits available to senior management of the Company, as the same may be in
effect from time to time during the Employment Term.


3.6.         Stock
Options.


(a)           On the Effective Date, Executive is
hereby granted options to purchase one hundred thousand (100,000) shares of
common stock of the Company at 20/100 dollars 



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($.20) per share.  Executive may sell such vested shares within
twelve (12) months of the Employment Term only if the Employment Term ends due
to a termination by Employer without cause (Section 4.3 of this Agreement) or
by Executive with good reason (Section 4.6 of this Agreement.)


(b)           On the Effective Date, Executive is
hereby granted options to purchase seven-hundred and fifty thousand (750,000)
shares of common stock of the Company at the 20/100 dollars ($.20) per
share.  One third of such options shall
vest on the last day of the first, second and third years of the Employment
Term resulting in one hundred percent (100%) vesting on the end of the third
year of the Employment Term, that is, on December 31, 2009.


(c)
           All of the foregoing options shall have a term
of no less than five (5) years from the date of each vesting within which they
must be exercised.


3.7.         Location; Travel.  In connection with his
employment during the Employment Term, unless otherwise agreed by the Executive
in writing, the principal place where Executive shall office and provide
services to the Company shall be within a ten mile radius of Executive’s
principal residence, which is currently Redondo Beach, California (“Office Area”).  Executive will undertake business travel on
behalf of the Company, the authorized expenses of which shall be paid by the
Company pursuant to Section 3.3 of this Agreement.


ARTICLE IV


TERMINATION OF EMPLOYMENT


4.1.         Termination.  The Employment Term may be
terminated earlier as provided for in this Article IV, or extended as set forth
herein.  In the event of any termination,
in addition to any other obligations of Company set forth below (e.g.,
Severance Benefits), Company shall pay Executive (or the designated beneficiary
as provided in Section 6.8 below, or the estate or personal representative of
Executive ): (a) any accrued but unpaid salary, accrued but unused vacation
time, un-reimbursed expenses which otherwise would be reimbursed in the normal
course and vested benefits under any of the Company’s benefit plans in which the Executive and/or his dependents or
beneficiaries are participants or otherwise eligible for such benefits; (b) the
bonus identified in Paragraph 3.2 which has been previously declared but not
yet paid, according to the terms stated therein; and (c) any other amounts due
to Executive pursuant to this Article IV.


4.2.         Termination by Company for Cause.  The
Company reserves the right to terminate the Employment Term for cause upon: (a)
Executive’s willful failure or refusal to perform his duties with the Company
(other than such failure resulting from his incapacity due to physical or
mental illness); (b) Executive’s engaging in gross misconduct in connection
with Executive’s work for Company; (c) Executive’s breach of this Agreement, or
(d) Executive’s conviction of a felony, or an act of fraud against the Company
or its affiliates; provided, however, the Company may not
terminate the Executive’s employment for cause unless the Company has first
provided Executive with written notice, specifying the act or acts alleged to
constitute cause, and provided the Executive with a period of thirty (30)
calendar days to cure the failure, unless the cause is the Executive’s
conviction for a crime or his engaging in an act of fraud or gross misconduct,
in which case he will not be entitled to any cure period, and such notice of
termination will be effective immediately. 
Upon a termination for cause, Executive shall not be entitled to 



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any Severance Benefits (as defined below) and all stock options of the
Company granted to Executive which have not vested shall be canceled.


4.3.         Termination by Company Without Cause. 
Notwithstanding anything to the contrary in this Agreement, the Company
reserves the right to terminate the Employment Term at any time upon ninety
(90) days’ advance written notice to Executive, without cause, subject to the
express terms and provisions set forth in Sections 4.5 and 4.6 of this
Agreement.


4.4.         Voluntary
Termination by Executive. 
Notwithstanding anything to the
contrary in this Agreement, Executive may terminate this Agreement at any time
upon ninety (90) days’ advance written notice to the Company, subject to the
terms and provisions below.  Except in the case of a termination for “good
reason”, as set forth in Section 4.7 of this Agreement, the Company shall not
be obligated to pay any Severance Benefits to Executive if Executive terminates
this Agreement pursuant to this Section 4.4 of this Agreement.


4.5.         Severance
Benefits.  If the
Employment Term is terminated by Company “without cause” (as set forth in
Section 4.3 of this Agreement), or Executive terminates his employment for “good
reason” (as set forth in Section 4.6 of this Agreement), Company shall provide
Executive (or the designated beneficiary, as provided in Section 6.8 below, or
the estate or personal representative of Executive) “Severance Benefits” as
follows:  (a) an immediate one-time
lump-sum cash payment equal to twelve (12) months of Executive’s annual base
salary as provided for in Section 3.1 of this Agreement, or Executive’s then
current rate of compensation, whichever is greater, less any taxes that must be
withheld; and (b) any portion of any stock options granted by Company to
Executive pursuant to Section 3.6 or otherwise shall immediately vest and all
such options shall be exercisable until and including ninety (90) days after
the termination, provided, however, that Executive shall not be entitled to
receive any of such Severance Benefits unless he (or his duly designated representative
if he is dead or disabled) shall first have executed before a notary and
delivered to the Company a Release of All Claims of any kind or character he
may have against the Company (other than claims arising out of the Company’s
failure to comply with the severance terms), and such Release shall have become
effective under applicable law.


4.6.         Termination by Executive for Good Reason. The Executive may terminate the Employment Term
for “good reason” after giving the Company written notice thereof, if the
Company shall have failed to cure the event or circumstance constituting “good
reason” within ten (10) business days after receiving such notice. Good reason
shall mean the occurrence of any of the following without the written consent
of the Executive: (a) the assignment to the Executive of duties inconsistent
with this Agreement or a change in his reporting obligations, positions, titles
or authority; (b) any failure by the Company to comply with Article III hereof;
(c) the failure of the Company to comply with and satisfy Section 6.2 of this
Agreement; (d) a Change of Control (as defined in Section 4.7 of this
Agreement) or a termination by Employee following the commencement of any
discussion with a third person that ultimately results in a Change in Control;
(e) the relocation of the principal place where the Executive regularly
performs services for the Company outside of the Office Area; (f) any breach of
this Agreement by the Company; or (g) any misrepresentation by Company to any
government or other felony violation of law. 
The Executive’s continued employment shall not constitute consent to, or
a waiver of rights with respect to, any act or failure to act constituting “good
reason” hereunder, provided, however, that if the Executive does not invoke his
right to terminate “for good reason” under this Paragraph 4.6 



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within
ninety (90) days after the occurrence of an event described herein as
triggering such a right about which event he either knew or should have known,
then his right to so terminate shall be deemed irrevocably waived.


4.7.         Change of Control.  For purposes of this Agreement, a “change of control”
shall mean an event involving one transaction or a series of related
transactions in which (a) the Company issues securities representing more than
fifty percent (50%) of the beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Securities Exchange Act of 1934, as amended (“the “Exchange
Act”), or any successor provision) of the outstanding voting power of the then
outstanding securities entitled to vote generally in the election of directors
(“Voting Stock”) of the Company to any individual, firm, partnership, or other
entity, including a “group” within the meaning of Section 13(d)(3) of the
Exchange Act;  (b) the Company issues
securities representing more than fifty percent (50%) voting stock of the
Company in connection with a merger, consolidation or other business
combination (other than for purposes of reincorporation);  (c) the Company is acquired in a merger or other
business combination transaction in which the Company is not the surviving
corporation (other than a reincorporation); (d) more than fifty percent (50%)
of the Company’s Voting Stock
or consolidated assets are sold or transferred; or (e) the Board  determines, in its sole and absolute
discretion, that there has been  a change
in control of the Company; provided, however, that clauses (b), (c) and (d),
above, will constitute a “change in control” only if all or substantially all
of the individuals and entities who were the beneficial owners of Voting Stock
of the Company immediately prior to such merger, consolidation or other
business combination or sale or transfer of earning power or assets (each, a “Business
Combination”) beneficially own less than 50% of the combined voting power of
the then outstanding shares of Voting Stock of the entity resulting from such
Business Combination (including, without limitation, an entity which as a
result of such transaction owns the Company or all or substantially all of the
Company’s earning power or assets either directly or through one or more
subsidiaries).


4.8.         Disability.  If Executive becomes permanently and totally
disabled, this Agreement shall be terminated. 
Executive shall be deemed permanently and totally disabled if he is
deemed by the Board in its sole discretion to be physically, mentally or
psychologically unable with or without reasonable accommodation to perform the
essential functions of his job including the activities required by this
Agreement for a continuous period of ninety (90) days.  Within that 90-day period, Executive shall be
entitled to submit for Board consideration a bona fide report from a duly
qualified medical doctor that, if applicable, the Executive is capable of
performing the essential functions of his job; the Board, in its sole
discretion, shall give consideration to such information as it shall consider
appropriate.  If the Executive’s
employment is terminated due to disability, the Company shall promptly provide
the Severance Benefits (as defined in and subject to the terms of Section 4.5
of this Agreement) to Executive.  This
Section 4.8 will not limit the entitlement of the Executive to any other rights
or benefits then available to the Executive under any plan or program of the
Company or under applicable law.


4.9.         Death.  If Executive dies during the
Employment Term, the Employment Term shall be terminated on the last day of the
calendar month of his death subject to the express terms and provisions below.
Upon termination due to death, the Company shall promptly provide the Severance
Benefits (as defined in and subject to the terms of Section 4.5 of this
Agreement) to Executive’s designated beneficiary, estate or personal
representative.  This Section 4.9
will not limit the entitlement of the Executive’s beneficiaries, estate or
personal representative to any 



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death or other benefits then available to the Executive under any life
insurance, stock ownership, stock options, or other benefit plan or policy that
is maintained by the Company for the Executive’s benefit.


4.10.       Effect of Termination. 
Except as expressly provided for in this Agreement, the termination of
employment shall not impair any obligation that accrued prior to termination,
nor shall it excuse the performance of any obligation which is required or
contemplated hereunder to be performed after termination, and any such
obligation shall survive the termination of employment and this Agreement.


ARTICLE V


COVENANTS AND REPRESENTATIONS


5.1.         Unfair and Non-Competition.  The
Executive acknowledges that he will have access at the highest level to, and
the opportunity to acquire knowledge of, the Company’s customer lists, customer
needs, business plans, trade secrets and other confidential and proprietary
information from which the Company may derive economic or competitive
advantage, and that he is entering into the covenants and representations in
this Article V in order to preserve the goodwill and going concern value of the
Company, and to induce the Company to enter into this Agreement.  In consideration of
that, as well as in consideration of the compensation and other terms and
conditions of this Agreement, and in recognition of the fact that the Company
would not be offering employment without the following, the Executive
agrees not to compete with the Company or to engage in any unfair competition
with the Company during the Employment Term. For purposes of this Agreement,
the phrase “compete with the Company,” or the substantial equivalent thereof,
means that Executive, either alone or as a partner, member, director, employee,
shareholder or agent of any other business, or in any other individual or
representative capacity, directly or indirectly owns, manages, operates,
controls, or participates in the ownership, management, operation or control
of, or works for or provides consulting services to, or permits the use of his
name by, or lends money to, any business or activity which is or which becomes,
at the time of the acts or conduct in question, directly or indirectly
competitive with the development, financing and/or marketing of the products,
proposed products or services of the Company, provided, however, that “compete
with the Company” shall not include the Executive’s use of the international
dealers network he developed prior to becoming employed with the Company, and
documentation about such network shall be submitted in advance to the Company
for its review and shall be mutually approved contemporaneously with the
signing of this Agreement. During the Employment Term, Executive shall not
directly or indirectly acquire any stock or interest in any corporation,
partnership, or other business entity that competes, directly or indirectly,
with the business of the Company without obtaining the prior written consent of
the Company. Notwithstanding the foregoing, this Section 5.1 shall not apply to
the ownership or acquisition of stock or an interest representing less than a
5% beneficial interest in a corporation that is obligated to file reports with
the Securities and Exchange Commission pursuant to the Exchange Act.  After the Employment has expired, the
Executive shall be permitted to work in the dental industry solely based upon
his representation to the Company that he will not disclose to anyone, nor
permit to be disclosed to anyone, any of the Company’s Confidential
Information, including but not limited to, the Company’s related product lines
and patents.


In addition, Executive and
Company each agree to treat the other respectfully and professionally and not
disparage each other (or the Company’s officers or directors).



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5.2.         Confidential Information. 
During the Employment Term and thereafter, Executive agrees to keep
secret and to retain in the strictest confidence all material confidential
matters which relate to the Company or its “affiliate” (as that term is defined
in the Exchange Act), including, without limitation, customer lists, client
lists, trade secrets, pricing lists, business plans, financial projections and
reports, business strategies, internal operating procedures, and other
confidential business information from which the Company derives an economic or
competitive advantage, or from which the Company might derive such advantage in
its business, and not to disclose any such information to anyone outside of the
Company, whether during or after the Employment Term, except in connection with
pursuing in good faith the interests and business of the Company.  The foregoing restrictions and obligations
under this Section 5.2 will not apply; (a) to any confidential
information that is or becomes generally available to the public or generally
known to persons engaged in businesses similar to or related to that of the
Company, other than as a result of an unauthorized disclosure by Executive; (b) if
the Executive is required by law to make such a disclosure, provided, however,
that if Executive believes he is compelled by law to make such a disclosure,
then he shall provide fifteen (15) days’ written notice of such event to the
Company to afford it the opportunity to contest such disclosure or take steps
to prevent public revelation of it, if feasible; (c) to a disclosure to
any director of the Company, unless such director is seeking disclosure adverse
to the interests of the Company; or (d) to information and relationships
Executive had before joining the Company. 
The Company may waive application of the foregoing restrictions and
obligations in its sole discretion from time to time.  The Executive will use only such confidential
information for purposes of performing its duties under this Agreement.


5.3.         Return of Property.  Upon termination of employment,
or at the request of the Company, the Executive agrees promptly to deliver to
the Company all Company or affiliate memoranda, notes, records, reports,
manuals, drawings, designs, computer files in any media, and any other
documents (including extracts and copies thereof) relating to the Company or
its affiliates, and all other property of the Company.  Upon termination, the Executive shall cease
to use all such materials and information set forth under Section 5.2, and
shall take all steps necessary to prevent usage by any other person who has
access to such materials and information.


5.4.         Inventions.  All processes, inventions,
patents, copyrights, trademarks, and other intangible rights that may be
conceived or developed by the Executive, either alone or with others, during
the Employment Term, whether or not conceived or developed during Executive’s
working hours, and with respect to which the equipment, supplies, facilities or
trade secret information of the Company was used, or that relate at the time of
conception or reduction to practice of the invention to the business of the
Company, or to the Company’s actual or demonstrably anticipated research or
development, or that result from any work performed by Executive for the
Company, shall be the sole property of the Company.  Upon the request of the Company, Executive
shall disclose to the Company all inventions or ideas conceived during the
Employment Term, whether or not the property of the Company under the terms of
this provision, provided that such disclosure shall be received by the Company
in confidence.  Upon the request of the
Company, Executive shall execute all documents, including patent applications
and assignments, required by the Company to establish the Company’s rights
under this provision.


5.5.         Representations.  The Executive represents and
warrants to the Company that he has full power to enter into this Agreement and
perform his duties hereunder, and that he has no 



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outstanding agreement, whether oral or written, that is or may be in
conflict with any of the provisions of this Agreement or that would preclude
Executive from complying with the provisions of this Agreement, including but
not limited to any such arrangement with Discus Dental; and the performance of
his duties shall not result in a breach of, or constitute a default under, any
agreement, whether oral or written, including, without limitation, any
restrictive covenant or confidentiality agreement, to which he is a party or by
which he may be bound, including but not limited to any such agreement with
Discus Dental.  Executive further
represents and warrants that he has not misappropriated any confidential
information and/or trade secrets of any third party that he intends to use in
the performance of his duties under this Agreement.  Company and the individual signing this
Agreement on behalf of Company each represent and warrant that they each have
full power and authority to enter into this Agreement, that there are no agreements
whether oral or written, or legal requirements, that conflict with any
provisions of this Agreement, and that the performance of this Agreement shall
not result in a breach of, or constitute a default, under any such agreement or
legal requirement.


5.6.         Indemnities.


(a)           Executive shall indemnify and hold harmless
the Company from and against any losses, claims, damages or liabilities which
arise out of any breach of Executive’s representations and warranties set forth
in Section 5.5 of this Agreement as determined in a court of law and made part
of a final judgment after exhaustion of, or the time has lapsed for, any appeal
thereof.


(b)
          Company shall defend, indemnify
and hold Executive harmless from and against any losses, claims, damages or
liabilities which arise out of any action or inaction taken or not taken by him
in the ordinary course of Company’s business or as directed by the Board,
provided, however, that such action or inaction is not fraudulent.


5.7.  Injunctive Relief.  The Company and Executive acknowledge that the Company shall be
entitled to seek in addition to any other relief to which it may be entitled,
damages as permitted by applicable law for Executive’s failure to comply with
the Covenants herein, as well as for any other damages caused by Executive to
the Company.  The Company and Executive
also acknowledge that the harm that would result from a violation of the
foregoing covenants would be substantial and unpredictable, and that the award
of monetary damages in compensation thus may not be an adequate remedy.  Therefore, the Company and the Executive
agree, in consideration of the compensation and other terms and conditions of
this Agreement, that either the Company or the Executive shall be entitled to
obtain equitable remedies to enforce these obligations, including an order by
any competent court or arbitrator to enjoin and restrain the unauthorized
disclosure or continued possession, custody or control of Proprietary Information,
and/or to enjoin and restrain the other actions identified herein in respect of
such covenants.  If the Company or the
Executive seeks such equitable relief, then that party shall be entitled to recover
reasonable attorney’s fees for doing so. 
No agreement, formal or informal, by the Company or the Executive at any
time shall constitute a waiver of the terms or conditions of this Agreement or
the restrictions stated herein.  The
Company’s or the Executive’s decision to seek equitable relief of any kind at
any time in a court of competent jurisdiction to protect its interests shall
not be deemed to waive its right to compel arbitration as set forth in Section
6.11.



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ARTICLE VI


MISCELLANEOUS PROVISIONS


6.1.         Notices.  All notices to be given by either
party to the other shall be in writing and may be transmitted by personal
delivery, facsimile transmission, overnight courier or mail, registered or
certified, postage prepaid with return receipt requested; provided, however,
that notices of change of address or telex or facsimile number shall be
effective only upon actual receipt by the other party.  Notices shall be delivered at the following
addresses, unless changed as provided for herein.


	
  

  	
  To the Executive:

  	
  Judd D Hoffman

  
	
   

  	
   

  	
  409 N Pacific
  Coast Highway #706

  
	
   

  	
   

  	
  Redondo Beach,
  CA 902077

  
	
   

  	
   

  	
  Facsimile: (310)
  356.3680

  
	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
  Mark E. Terman

  
	
   

  	
   

  	
  Reish Luftman
  Reicher & Cohen

  
	
   

  	
   

  	
  11755 Wilshire
  Blvd., Tenth Floor

  
	
   

  	
   

  	
  Los Angeles CA
  90025

  
	
   

  	
   

  	
   

  
	
   

  	
  To the Company:

  	
  Board of Directors

  
	
   

  	
   

  	
  American Medical Technologies, Inc.

  
	
   

  	
   

  	
  5655 Bear Lane

  
	
   

  	
   

  	
  Corpus Christi,
  TX 78405

  
	
   

  	
   

  	
  Facsimile: (361)
  289-5554

  
	
   

  	
   

  	
   

  
	
   

  	
  With Copy to:

  	
  Lionel M. Schooler

  
	
   

  	
   

  	
  Jackson Walker
  L.L.P.

  
	
   

  	
   

  	
  1401 McKinney
  Ave., Suite 1900

  
	
   

  	
   

  	
  Houston, Texas
  77010

  
	
   

  	
   

  	
  Facsimile: (713)
  752-4221

  
	
   

  	
   

  	
   

  



6.2.         No Assignment, In General.   Except as provided below, this Agreement, and
the rights and obligations of the parties, may not be assigned by either party
without the prior written consent of the other party.


6.3.         Entire Agreement.  This Agreement and the
documents delivered pursuant hereto supersede any and all other agreements or
understandings of the parties, either oral or written, with respect to the
employment of the Executive by the Company, and contain the complete and final
agreement and understanding of the parties with respect thereto.  The Executive acknowledges that no
representation, inducements, promises, or agreements, oral or otherwise, have
been made by the Company or any of its officers, directors, employees or
agents, which are not expressed herein, and that no other agreement shall be
valid or binding on the Company.


6.4.         Amendments
and Modifications.  This Agreement may be amended or modified
only by  a writing signed by both
parties hereto.


6.5.         Withholding Taxes.  All amounts payable under this
Agreement to Executive, whether such payment is to be made in cash or other
property, including without limitation stock 



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of the Company, shall be subject to withholding for Federal, state and
local income taxes, employment and payroll taxes, and other legally required
withholding taxes and contributions to the extent appropriate in the good faith
determination of the Company, and the Executive agrees to report all such
amounts on his personal income tax returns and for all other purposes, as
called for.  Executive
agrees that he is solely responsible for furnishing accurate information to the
Company concerning proper exemptions and withholding of wages under the
Internal Revenue Code, as well as proper documentation concerning expenses
claimed as business related expenses, and that he is further solely responsible
for properly and timely paying all taxes due and owing.  Executive therefore also agrees that he shall
indemnify the Company hold it harmless for any claim of overwithholding or
underwithholding, for expenses improperly claimed as business expenses, and for
payment of all personal income taxes due and owing.


6.6.         Severability; Headings; Construction.  If
any provision of this Agreement is held to be invalid or unenforceable by any
judgment of a tribunal of competent jurisdiction, the remaining provisions and
terms of this Agreement shall not be affected by such judgment, and this
Agreement shall be carried out as nearly as possible according to its original
terms and intent and, to the full extent permitted by law, any provision or
restrictions found to be invalid shall be amended with such modifications as
may be necessary to cure such invalidity, and such restrictions shall apply as
so modified, or if such provisions cannot be amended, they shall be deemed
severable from the remaining provisions and the remaining provisions shall be
fully enforceable in accordance with law. 
The headings in this Agreement are used solely for the convenience of
the parties, and shall not be accorded any substantive meaning.  This Agreement shall be interpreted as though
drafted by each of the parties hereto.


6.7.         Effect of Waiver.  Except as otherwise provided
herein, the failure of either party to insist on strict compliance with any
provision of this Agreement by the other party shall not be deemed a waiver of
such provision, or a relinquishment of any right thereunder, or to affect
either the validity of this Agreement, and shall not prevent enforcement of such
provision, or any similar provision, at any time.


6.8.         Designation of Beneficiary.  If
the Executive shall die before receipt of all payments and benefits to which he
is entitled under this Agreement, payment of such amounts or benefits in the
manner provided herein shall be made to such beneficiary as he shall have
designated in writing filed with the Secretary of the Company or, in the
absence of such designation, to his estate or personal representative.


6.9.         Attorneys Fees.  In any proceeding brought to enforce any
provision of this Agreement, or to seek relief for a breach of any provision
hereof, the prevailing party will be entitled to receive from the other party
all reasonable attorney’s fees and taxable costs in connection therewith,
subject to the terms of other provisions in this Agreement specifically
addressing this subject.


6.10.       Governing Law.  Given the principal location of
the Company and the principal location of Executive’s office, the parties agree
that this Agreement will be governed by and construed in accordance with the
laws of the State of California, to the extent they do not conflict with the
laws of Texas, and will be performable in Los Angeles County, California.



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6.11        Arbitration.  In consideration of their joint efforts to
avoid litigation and its attendant costs, delays and risks, the parties agree
that all disputes concerning this Agreement, or any matter related thereto, or
arising out of or related in any manner to the employment relationship
described herein, shall be decided by binding arbitration, in accordance with
the terms of this Agreement, pursuant to the Federal Arbitration Act (“FAA”).  The parties acknowledge that they have been
specifically informed of their right to counsel with attorneys of their own
choosing and that in signing this Agreement, they are irrevocably waiving their
rights to a trial before a judicial tribunal or trial by jury in any court,
except as is necessary to enforce this Agreement, preserve the status quo, or
confirm or enforce any award resulting from arbitration under this Agreement;
and that the entire controversy between them is being submitted to arbitration;
and that they are waiving the right to assert a claim of fraudulent inducement
to arbitrate, or reliance on faulty advice of counsel.


The parties agree to submit this controversy to binding arbitration
before a single neutral arbitrator selected by the parties through the auspices
of the American Arbitration Association (“AAA”) from the panel of arbitrators
of the AAA located in Los Angeles, California, who shall be experienced in
matters regarding the subject matter of this Agreement.  The AAA’s Employment Arbitration Rules then
in effect shall apply, and the arbitration proceeding shall be conducted at the
offices of the AAA in Los Angeles, California, or at such other location as
shall be mutually agreed by the parties. Texas law shall govern this
proceeding.


Nothing contained herein shall prevent a party from initiating suit in
the state district court of Harris or Nueces Counties, Texas, or Los Angeles,
California, for the purpose of compelling arbitration, nor shall it prevent any
party from requesting from such court to enter any injunctive relief which is
otherwise appropriate under applicable law for the limited purpose of maintaining
the status quo of the parties pending arbitration, or as part of any final
award of arbitration or in aid of arbitration.


The provisions of other sections of this Agreement concerning attorney’s
fees, such as for pursuing injunctive relief, are independent of this
Paragraph.  Subject to that exception,
the parties agree that the initial costs of arbitration, including the deposit
and any fees charged by the AAA, shall be paid equally by the Executive and the
Company, and that a failure by either party to pay such costs timely shall
constitute a default of this Agreement. 
An award of arbitration costs shall be governed by the provisions
below.  The parties agree that the
prevailing party shall be entitled to recover all arbitration costs and reasonable
attorney’s fees.  If the Executive shall
prosecute any federal or state statutory claim for discrimination which imposes
a different standard for recovery of attorney’s fees or costs, then as to that
claim alone the Arbitrator shall be authorized to award reasonable attorney’s
fees or costs to the prevailing party in accordance with applicable law.


The Arbitrator shall render a reasoned award within
thirty (30) days after the close of the hearing.  The parties agree to abide by and perform any
award rendered by the Arbitrator.  A
judgment of a court having jurisdiction may be entered upon the award, which
shall then be enforceable as would any other judgment enacted under applicable
law.


6.11.       Counterparts.  This Agreement may be executed
in one or more counterparts, each of which, shall be deemed to be an original,
but all of which together shall constitute one 



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and the same instrument.  For the
purpose of proving the authenticity of this Agreement, facsimile signature
shall be treated the same as original signatures.


IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.


	
  COMPANY:

  	
  AMERICAN MEDICAL TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roger W. Dartt

  
	
   

  	
   

  	
  Roger W Dartt. President and CEO

  
	
   

  	
   

  	
   

  
	
  EXECUTIVE:

  	
   

  	
  /s/ Judd D. Hoffman

  
	
   

  	
   

  	
  Judd D Hoffman

  



 



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