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                         EXECUTIVE EMPLOYMENT AGREEMENT



      This Executive Employment Agreement ("Agreement") is made effective as of

January 1, 2006 ("Effective Date"), by and between AUXILIO, Inc., a Nevada

corporation ("Company") and Joseph J. Flynn ("Executive").



      The parties agree as follows:



      1. Employment. Company hereby employs Executive, and Executive hereby

accepts such employment, upon the terms and conditions set forth herein.



      2. Duties.



            2.1 Position. Executive is employed as Chief Executive Officer and

Chairman of the Board of Directors and shall have the duties and

responsibilities assigned by the Company's Board of Directors both upon initial

hire and as may be reasonably assigned from time to time. Executive shall

perform faithfully and diligently all duties assigned to Executive. Company

reserves the right to modify Executive's position and duties at any time in its

sole and absolute discretion.



            2.2 Best Efforts/Full-time. Executive will expend Executive's best

efforts on behalf of Company and its subsidiaries, and will abide by all

policies and decisions made by Company, as well as all applicable federal, state

and local laws, regulations or ordinances. Executive will act in the best

interest of Company at all times. Executive shall devote Executive's full

business time and efforts to the performance of Executive's assigned duties for

Company, unless Executive notifies the Board of Directors in advance of

Executive's intent to engage in other paid work and receives the Board of

Directors' express written consent to do so.



      3. Term.



            3.1 Initial Term. The employment relationship pursuant to this

Agreement shall be for an initial term commencing on the Effective Date set

forth above and continuing for a period of 2 (two) years following such date

("Initial Term"), unless sooner terminated in accordance with paragraph 7 below.



            3.2 Renewal. On completion of the Initial Term specified in

subparagraph 3.1 above, this Agreement will automatically renew for subsequent

12 month terms unless either party provides advance written notice to the other

that such party does not wish to renew the Agreement for a subsequent 12 months.

In the event either party gives notice of nonrenewal pursuant to this

subparagraph 3.2, this Agreement will expire at the end of the current term.



      4. Compensation.



            4.1 Base Salary. As compensation for Executive's performance of

Executive's duties hereunder, Company shall pay to Executive an initial Base

Salary of $180,000 for the first year, payable in accordance with the normal

payroll practices of Company, less required deductions for state and federal

withholding tax, social security and all other employment taxes and payroll

deductions. In the event Executive's employment under this Agreement is

terminated by either party, for any reason, Executive will be entitled to

receive Executive's Base Salary prorated to the date of termination. Such amount

shall eligible for increase to $195,000 effective January 1, 2007 in accordance

with the provisions set forth in Exhibit A.





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            4.2 Incentive Compensation. Executive will be eligible to earn

incentive compensation in accordance with the provisions set forth in Exhibit A.



            4.3 Equity Compensation. Executive will be granted stock options to

purchase 100,000 shares of the Company's Common Stock at an exercise price equal

to the fair market value of the stock on the date of grant. The options will

vest over three years.



      5. Customary Fringe Benefits. Executive will be eligible for all customary

and usual fringe benefits generally available to executives of Company subject

to the terms and conditions of Company's benefit plan documents. Company

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