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