DATED: November 1, 2000

BETWEEN: Bio-Preserve International Corporation ("Company")

2889 52nd Avenue NE, #B

Redmond, Washington 98025

AND: Fereydoon Sadri ("Executive")

17008 SE 14 Lane

Bellevue, WA 98008

1.1 The Company desires to employ the Executive as its President and Executive is willing to accept such employment by the Company, on the terms and subject to the conditions set forth in this Agreement.

2.1 "Effective Date" shall mean November 1, 2000.

2.2 "Termination Date" shall mean the date of the termination of Executive's employment with the Company.

2.3 "Termination For Cause" shall mean termination by the Company of the Executive's employment by reason of the Executive's willful dishonesty towards, fraud upon, or deliberate substantial injury or attempted injury to the Company, or by reason of the Executive's negligence which has resulted in injury to the Company, and material breach of this Agreement by the Executive.

2.4 "Termination Other Than For Cause" shall mean termination by the Company of the Executive's employment by the Company for any reason other than Termination for Cause, Termination by Failure of Business Purpose, Voluntary Termination or Termination by Reason of Death or Disability.

2.5 "Voluntary Termination" shall mean termination of the Executive's employment by the Company other than Termination for Cause, Termination Other Than for Cause, Termination by Failure of Business Purpose, or Termination by Reason of Death or Disability.

3.1 During the term of this Agreement, the Executive agrees to be employed by and to serve the Company as its President, and the Company agrees to employ and retain the Executive in such capacities for the Term of this Agreement, and as may be extended from time to time. Executive shall render such managerial, administrative and other services as are customarily associated with or incident to such position and shall perform such duties and responsibilities for the Company as its Board of Directors of the Company may reasonably require, consistent with such position. The Executive shall devote a substantial portion of his business time, energy, and skills to the affairs of the Company and shall perform the duties and carry out the responsibilities assigned to him, to the best of his ability, in a diligent, trustworthy, businesslike and efficient manner for the purpose of advancing the business of the Company.

4.1 Initial Term. The initial term of employment of the Executive by the Company shall be for a period of five (5) years, beginning November 1, 2000, and continuing for sixty (60) months from the Effective Date (altogether, the "Initial Term") thereafter, through to November 1, 2005, unless terminated or renewed earlier pursuant to this Agreement. This Agreement may be extended for additional consecutive one-year periods by written agreement of the parties to this Agreement at least 90 days prior to the expiration of the Initial Term. Notwithstanding anything contained in this section, the term of employment is subject to termination pursuant to the following provisions.

4.2 Termination For Cause. Termination For Cause may be effected by the Company at any time during the term of this Agreement and shall be effected by written notification to the Executive. Upon Termination For Cause, the Executive shall promptly be paid all accrued salary and bonus compensation to the extent earned. Vested deferred compensation (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Company in which the Executive is a participant to the full extent of the Executive's rights under such plans, accrued vacation pay and any appropriate business expenses incurred by the Executive in connection with his duties hereunder, all to the Termination Date, shall be paid within 30 days of Termination Date or as required by applicable law, but the Executive shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation.

4.2.1 In the event of Termination for Cause, all unvested stock options granted by the Company shall terminate immediately. Vested options shall terminate, to the extent not previously exercised, upon the occurrence of the first of the following events: (i) the expiration of the option, as designated by the plan administrators; or (ii) the expiration of 180 days from the date of the termination of Executive's employment or contractual relationship with the Company.

4.3 Termination by Reason of Disability or Death. In the event of termination by reason of Disability or Death, all amounts payable to Executive under this Agreement, including deferred payments, will become due and payable within 90 calendar days of the termination date.

4.3.1 Disability. If, during the term of this Agreement, the Executive, in the reasonable judgment of the Company's Board of Directors, has failed to perform his duties under this Agreement on account of illness or physical or mental incapacity, and such illness or incapacity continues for a period of more than two (2) consecutive months, the Company shall have the right to terminate the Executive's employment hereunder by written notification to the Executive seven (7) days prior to the Termination Date. All accrued salary, bonus compensation to the extent earned shall be promptly paid to the Executive upon termination. Additionally, in the event of termination by reason of Disability, all amounts that would be payable to Executive during his Initial Term of employment, or for the remainder of an additional one-year term if this Agreement is renewed, shall be promptly paid, with a minimum 4-month payout. Vested deferred compensation (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Company in which the Executive is a participant to the full extent of the Executive's rights under such plans, accrued vacation pay and any appropriate business expenses incurred by the Executive in connection with his duties hereunder, all to the Termination Date, with the exception of medical and dental benefits which shall continue through the expiration of this Agreement within 30 days of Termination Date or as required by applicable law, but the Executive shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation.

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