Preview | Employment Agreement |

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is entered into dated July 1, 2006 between Emergency Filtration Products, Inc., a Nevada corporation (the "Company"), and John Masenheimer ("Masenheimer").

WITNESSETH:

WHEREAS, the Company is engaged in the business of producing masks and filters for medical devices that are designed to reduce the possibility of transmission of contagious diseases, and is also a distributor of a blood clotting device for surgery, trauma and burn wound management; and

WHEREAS, the Company has the intention to sell its products throughout the world; and

WHEREAS, the Company wishes to enter into an Employment Agreement to employ Masenheimer as Chief Operating Officer, charged with such responsibilities and duties as outlined below in connection with the Companys business; and

WHEREAS, in the course of Masenheimers employment, Masenheimer will have access to and acquire knowledge of valuable trade secrets, confidential information and other proprietary information belonging and relating to the Company and its business, and which the Company has a legitimate interest in protecting; and

WHEREAS, the Company and Masenheimer are willing to accept such employment and render such services, all upon and subject to the terms and conditions contained in this Employment Agreement (the Agreement);

NOW, THEREFORE, in consideration of the promises and the mutual covenants set forth in this Agreement, and intending to be legally bound, the Company and Masenheimer agree as follows:

1. EMPLOYMENT. The Company hereby employs Masenheimer and Masenheimer hereby accepts employment upon the terms and condition hereinafter set forth.

TERM & TERMINATION.

Term. The Company hereby employs Masenheimer, and Masenheimer hereby accepts employment with the Company, for a period commencing on July 1, 2006 and ending one (1) year from that date (the "Term"), subject to renewal for a like term by the mutual agreement of the Company and Masenheimer.

Termination without Cause. The Company may terminate Masenheimers employment without Cause. Such termination will become effective upon the date specified in such notice, provided that such date is at least 60 days from the date specified in such notice. Upon such termination without cause:

(1)

for the remainder of the term of this Agreement or for a period of 2 months following such termination, whichever is greater, the Company will continue to pay Masenheimer annual salary pursuant to Section 3(a).

Termination for Cause. The Company may terminate Masenheimer pursuant to the terms of this Agreement at any time for cause by giving written notice of termination. Such termination shall become effective upon the giving of such notice, except that termination based upon cause shall not become effective unless Employee shall fail to correct such breach within 30 days of receipt of written notice hereof. Upon such termination Masenheimer shall have no right to compensation, commission, bonus, benefits or reimbursement pursuant to this contract, for any period subsequent to the termination. For purposes of this section, cause shall mean; (1) Masenheimer is convicted of a felony; (2) Masenheimer, in carrying out his/her duties hereunder, has been found in a civil action by the Company, to have committed willful gross negligence or willful gross misconduct resulting, in either case, in material harm to the Company; (3) Masenheimer misappropriates Company funds or otherwise defrauds the Company; (4) Masenheimer materially breaches any provision of this Agreement; (5) Masenheimer materially fails to perform his/her duties under section four (4) resulting in harm to the Company.

Death or Disability. Upon the death or disability of Masenheimer, Masenheimer shall be entitled to and the Company will pay the equivalent of two months of compensation from the date of death or from the date of disability. For purposes of this Section, disability shall mean that for a period of two (2) months in any 12-month period Masenheimer is incapable of substantially fulfilling his/her duties because of physical, mental or emotional incapacity from injury, sickness or disease. Should Masenheimer be rendered disabled, the Company will continue to maintain for the benefit of Masenheimer, Masenheimer benefit programs referred to in Section 3(b) that were in effect on the date of the disability through the remainder of the term of this Agreement.

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