Employment Agreement of David H. Andrus

EMPLOYMENT AGREEMENT


THIS Employment Agreement ("Agreement") is hereby entered into and made effective this 2nd day of December, 2004, by and between Diatect International Corporation, a California corporation, with it's principal place of business located in Heber City, Utah (the "Company") and David Andrus of Heber City, Utah, ("Andrus").


RECITALS


1. The Company is engaged in the business of developing,
manufacturing and marketing environmentally benign,
diatomaceous earth ("DE") based insecticide products, and
desires to acquire qualified, experienced leadership in this
endeavor.


2. In view of his considerable experience and effective service
to the Company as Executive Vice President of Operations and
as a director, the Company has determined that it desire to
employ Andrus as its President and Chief Executive Officer for
the period set forth below.


3. In consideration for the terms of this Agreement, Andrus
desires to be employed by the Company as its President and
Chief Executive Officer.


NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual covenants, promises, terms and conditions hereinafter set forth, the parties hereto agree as follows:


I. EMPLOYMENT. The Company hereby employs, engages and hires
Andrus as its President and Chief Executive Officer on the
terms and conditions hereinafter set forth, and Andrus hereby
accepts such employment and agrees to perform such services
and duties and to carry out such responsibilities as
hereinafter set forth.


II. TERMS OF EMPLOYMENT. The term of employment under this
Agreement shall be for a period of two (2) years and
twenty-eight (28) days commencing as of December 3, 2004 and
terminating on December 31, 2006, subject, however, to prior
termination as hereinafter provided. Unless otherwise agreed
in writing, subject to mutual agreement of the parties,
continued employment of Andrus by the Company after December
31, 2006 shall be for a term and on the conditions to be
agreed to by the parties prior to the expiration of the
Agreement.


III. SERVICES, DUTIES AND RESPONSIBILITIES


a. Andrus will faithfully and to the best of his ability
serve the Company in his capacity as its President
and Chief Executive Officer, subject to the policy
direction of the Board of Directors of the Company.
Andrus shall perform such services and duties as are
customarily performed by holding the position of
President and Chief Executive Officer of a public
corporation.


b. As President and Chief Executive Officer, Andrus
shall be responsible for the overall management of
the Company's business. Andrus will devote his full
time, energy and skill during regular business hours
to his employment with the Company. Such duties shall


be rendered at Heber City, Utah, and sat such other
place or places as the Company shall in good faith
require or as interests, needs, business or
opportunity of the Company shall require. While
occupying the office of the President and Chief
Executive Officer, and as a member of the Board of
Directors, Andrus shall be willing to occupy the
officer of Chairman of the Board of Directors and
shall be willing to serve as Chairman of the
Executive Committee of the Board of Directors. Andrus
shall be responsible on a continuing basis for the
development, implementation and maintenance of a
business plan for the corporation and all activities
defined therein. He shall be responsible for
coordination of efforts of the corporate and
subsidiary officers and management teams and their
respective staffs and for the maximization of
corporate performance and overall profitability of
the corporation and its respective subsidiaries;
conditioned, however, upon the Company's providing
sufficient funds for Andrus to so manage and regulate
the Company.


c. Andrus shall be responsible for reporting in writing
to the Board of Directors on a regular basis.


d. As Chief Executive Officer, Andrus shall be
responsible for the development, coordination and
execution of all aspects of the operation as directed
by the Board of Directors. Subject to the Company's
continuing ability to pay Andrus' salary on a regular
basis as hereinafter provided, Andrus will devote
full time, energy and skill during regular business
hours to providing services and carrying out the
duties and responsibilities of his employment with
the Company. Such duties shall be rendered at the
principal place of business of the Company and at
such other places as the Company shall in good faith
require or as interests, needs business or
opportunity of the Company shall require.


e. Andrus shall not directly or indirectly represent or
be engaged by or be an employee of any other person,
firm or corporation or be engaged for his services as
an officer, general manager or consultant in any
other business or enterprise while he is in the
employ of the Company, unless specifically authorized
to do so. It is understood, however, that the
foregoing in no way prevents Andrus from owning stock
or having economic interest in other businesses or
enterprises. Furthermore, Andrus may serve on the
board of directors of other companies so long as such
service does not conflict with his interest in and
duties of the Company. Also, he may hold the position
of corporate officer in any family or personal
investment business so long as it does not conflict
with his interest in and duties to the Company.


IV. COMPENSATION


a. Base Salary. The Company shall pay Andrus a base
salary at the rate of One Hundred and Fifty Thousand
Dollars ($150,000) per year, payable twice a month on
the first and fifteenth days of each month while this
Agreement shall be in force. Said salary payments
will be subjected to withholding taxes, e.g., Federal
Income Tax, FICA, State and/or Local Withholding
Taxes. Whereas such salary shall not be decreased
during the term of this Agreement without the consent


2


of Andrus, it shall be subject to increase by the
Board of Directors which shall review the salary
periodically, and at least annually. It is understood
that Company may not be able to pay this base salary
on a regular basis. In the event that any portion of
said salary is not paid as scheduled on the basis of
fiscal inability of the Company to pay, such event
shall not constitute a default. In such event, Andrus
may elect to defer said payment shortfall, with
interest thereon, simple fixed, at the rate of 10%,
or, on a quarterly basis (at the end of each calendar
quarter) take payment of any portion of said
shortfall in form of restricted rule 144K common
stock of the Company at the average price quoted over
the ten (10) day period immediately prior to the end
of said quarter.


b. Salary Subject to "Take or Pay". The foregoing salary
of Andrus shall be subject to "take or pay"
provisions, whereby the Company hereby commits to pay
said salary (including any increases from date) for
the entire term of this Agreement, regardless of
whether his employment is terminated hereunder at any
earlier date, unless such termination is for cause
based on malfeasance, as defined in Section X (b)
herein below.


c. Incentive Bonus Stock. The Company here by grants and
issues to Andrus an incentive bonus of three million
(3,000,000) shares of restricted, non-diluteable
stock of the Company. Two million of these shares are
granted without restriction and the remaining one
million shall follow the vesting/performance items
noted below:


i. 250,000 shares are fully vested to Andrus
upon the successful presentation of the Fire
Ant product to 70 of the local vendor number
stores of the awarded big box retailer.
ii. 250,000 shares are fully vested to Andrus
upon the receipt of orders from at least 50
of the local vendor number stores of the
awarded big box retailer.
iii. 250,000 shares are fully vested to Andrus
upon reaching sales of $250,000 to the local
vendor number stores of the awarded big box
retailer.
iv. 250,000 shares are fully vested to Andrus
upon reaching sales of $500,000 to the local
vendor number stores of the awarded big box
retailer.


d. Performance Bonus. Commencing at the date hereof,
Andrus shall be granted a bonus equal to one percent
(1%) of the gross sales receipts determined quarterly
based on the filing of the 10Q report with the SEC.
Said payment shall occur within thirty (30) days
following the filing of the 10Q report.


e. Deferred Compensation Plan. As soon as it is ...