EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (the "Agreement") dated June 1, 2006 by and between

Manhattan Scientifics, Inc., ("NISI") and Marvin Maslow he "Executive")

(collectively, the -'Parties").

WHEREAS, MSI desires to continue to employ Executive and retain his special

and unique services and to enter into an agreement embodying the terms of such

employment;

WHEREAS, Executive desires to accept such employment and enter into such an

agreement. NOW THEREFORE, in consideration of the premises and mutual covenants

herein and for other good and valuable consideration, the Parties agree as

follows:

I. Term of Employment.

The term of this Agreement shall commence On the date first set forth above

and shall continue until terminated pursuant to Paragraph 5 below (the "Te=").

?. Position.

a. During the Term, Executive shall serve as MST's Chairman and Chief

Executive Officer. Executive shall have such duties and authority as shall be

determined from bane to time by MSI's Board of Directors, provided that such

duties and authority shall be consistent with Executive's present and

traditional duties and authority as MSI's Chaiman and Chief Executive Officer.

b. During the Tetui, Executive shall be appointed to and serve on MSI's

Board of Directors.

c. During the Term, Executive shall devote such time and efforts as

reasonably necessary to perform of Executive's duties hereunder. MSI

acknowledges that Executive is and may became a member of other Boards of

Directors of other entities during the Term and that Executive engages in and

may engage in other business activities separate and distinct from MSI's

business activities during the Term. MSI specifically acknowledges that

Executive may engage in such activities and other business interests during the

Term, provided that Executive shall not transfer MSI's Confidential Information

(as defined in Paragraph 6 below) in connection with such activities and

business interests without the prior written consent of MST's Board of

Directors, which consent shall not be unreasonably withheld.

d. Subject to such reasonable travel as the performance of Executive's

duties may require, Executive shall perform the duties required of him by this

Agreement in Santa Fe, New Mexico and New York City, at Executive's discretion.

3. Compensation and Benefits.

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a. Base Salary. During the Term, NISI shall pay to Executive a gross

base salary at the annual rate of $200,000. Executive shall be entitled to-

annual increases in Executive's base salary as determined by MS1's Board of

Directors. Executive's anrttal base salary, as in effect from time to time, is

hereinafter referred to as the "Base Salary." The Base Salary will be subject to

all appropriate tax deductions.

b. Annual Bonus. During the Term, MSI shall pay to Executive a bonus

annually, but in no event later than the l5`" day of the third month following

the end of MSI's fiscal year (which runs from January to September), equal to

seven percent (7%) of the gross increase of MSI's market cap value in excess of

510,000,000 (the "Annual Bonus"). For example. if MSI's gross increase of market

cap value during MST's fiscal year is 511,000,000, Executive's Annual Bonus

shall be calculated at 7% of 51,000,000, or 570,000. For purposes of this

Paragraph 3(b), "gross increase of mask t cap value will be calculated by MSI's

regularly employed external auditors in accordance with the united States In the

event Executive's employment with MSI terminates prior to the end of MS1's

then-current fiscal year, Executive shall be entitled to a prorated Annual Bonus

based upon the number of months (provided that any portion of a month will be

rounded up to include the next full month) of a fiscal year for which the Annual

Bonus otherwise would have been due pursuant to this Paragraph 3(b).

c. Collateral and Security Interest. MSI agrees that, in the event it

does not pay to Executive any portion of the Base Salary or the Annual Bonus,

Executive shall have the right, at his option, to call upon MST's intellectual

property, including but not limited to all patents, as collateral and security

for all such compensation and benefit payments.

d. Executive Benefits. During the Term, Executive shall be entitled to

participate in MSI's employee benefit plans as may be in effect from time to

time (collectively "Employee Benefits"), on the same basis as those benefits are

generally made available to other MSI Executives. Notwithstanding the above, MST

shall reimburse Executive and Executive's covered dependents fully for the cost

of premiums, uncovered deductibles and out of pocket expenses required to

maintain Executive's present levels of family health insurance (including but

not limited to Medicare and all supplements and prescription drug coverage),

catastrophic insurance and eider care insurance.

e. Vacation. During the Term, Executive shall be entitled to 120 days

paid vacation annually. Any earned but unused vacation shall be carried over

from year to year during the Term, and thereafter shall be paid out to Executive

upon the expiration of the Term based upon Executive's Base Salary at the

expiration of the Term.

f. Directors and Officers Insurance. During the Term, and for a period

of five (5) years after expiration of the Term, MSI shall maintain, at its sole

expense, Directors and Officers liability insurance coverage for Executive in a

total coverage amount not less than five million dollars (55,000,000). MST shall

indemnify and hold Executive harmless in the event any claim related to his

position as a Director or Officer of MST exceeds the total amount covered by

such insurance.

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g. Business Expenses. During the Term, MSI shall reimburse Executive

`.ally for Executive's reasonable business expenses. Including travel (including

airfare on business class or better), lodging, meal, telephone, computer and

communications equipment expenses, incurred by Executive in the performance of

Executive's duties hereunder shalt be reimbursed by MSI. MSI shall also

reimburse Executive for an automobile tease not to exceed one thousand dollars

(S 1,000) per month.

la. Personal Expenses. During the Term, MSI shall reimburse Executive for

miscellaneous personal expenses up to a maximum of four thousand dollars

(34,000) per month.. 4, Death Benefits. in the event Executive dies during the

Term, MSI shall pay to Executives estate allcompensation, benefits and expenses

due hereunder.

5. Termination. The Term and Executive's employment hereunder shall

continue from the effective date of this Agreement through May 31, 2010, unless

terminated earlier by MSI or by Executive pursuant to this Paragraph 5. Unless

terminated earlier pursuant to this Paragraph 5, the Term and Executive's

employment shall automatically renew for consecutive one year terms provided

that Executive does not send Notice of Termination to NISI at least 60 days

prior to the expiration of the Term. Notwithstanding any other provision of this

Agreement, the provisions of this Paragraph 5 shall exclusively govern

Executive's rights under this Agreement upon termination of employment with MSI,

a, Termination By MSI For Cause or Resignation by Executive Without

Good Reason.

(i) The Term and Executive's employment hereunder may be terminated by

MSI for Cause.

(ii) For purposes of this Agreement, "Cause" shall mean only: (A)

Executive's conviction of a criminal act involving fraud or embezzlement or

other act that prohibits Executive from maintaining his position with MST under

the rules of the Security and Exchange Commission, or (B) Executive's willful,

snowing 'and malicious misuse, misappropriation or disclosure of MSI's

Confidential Information without the consent of MSI's Board of Directors,

provided that MSI has communicated such activities to Executive in writing and

has afforded executive a 90 day opportunity to substantially cure same. For the

purposes of this Paragraph 5(a)(ii), Cause shall cease to exist for an event on

the 120`h day following the later of its occurrence or MST's knowledge thereof,

unless MSI has given Executive written notice thereof prior to such date.

(iii) If Executive's employment is terminated by MSI for Cause, or if

Executive resigns his employment with MSI without Good Reason (as defined

below), Executive shall be entitled only to receive:

(A) Executive's Base Salary through the date of Executive's termination;

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(B) Executive's Annual Bonus through Executive's date of termination;

(C) reimbursement for any business expenses properly incurred by

Executive prior to the dare of Executive's termination;

(D) payment of all Executive's earned but unused vacation;

(E) continuation of Executive's Directors and Officers liability

insurance coverage for a period of five (5) years after the date of Executive's

termina