Chief Financial Officer Employment Agreement

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT ("Agreement"), effective as of February 12, 2006 by and between AMS Health Sciences, Inc., an Oklahoma corporation (the "Company"), and Robin L. Jacob ("Executive ?) is set forth below.



IN CONSIDERATION of the premises and the mutual covenants set forth below, the parties hereby agree as follows:



1. Employment . The Company hereby agrees to employ Executive as its Vice President, Secretary, Treasurer and Chief Financial Officer and Executive hereby accepts such employment, on the terms and conditions set forth in this Agreement.



2. Term . The period of employment of Executive by the Company under this Agreement (the "Initial Term") shall commence on February 12, 2006 (the ?Commencement Date") and subject to termination as provided herein, shall continue through February 11, 2008; provided that this Agreement shall be automatically renewed for two (2) successive one (1) year terms (the "Extended Terms ?) unless either party elects not to renew this Agreement by delivering written notice of its election to the other party no later than thirty (30) days prior to the end of the current term. The Initial Term and the Extended Terms, if any, shall collectively constitute the "Employment Period." The Employment Period may be terminated before the end of the Initial Term or the Extended Terms, if any, in accordance with Section 6 of this Agreement.



3. Position and Duties . During the Employment Period, Executive shall report directly to the Company' s Chairman of the Board, President and Chief Executive Officer. Executive shall have those powers and duties normally associated with the position of a Vice President, Secretary, Treasurer and Chief Financial Officer. Executive shall devote substantially all of her working time, attention and energies (other than absences due to illness or vacation) to the performance of her duties for the Company. Notwithstanding the above, Executive shall be permitted, to the extent such activities do not interfere with the performance by Executive of her duties and responsibilities under this Agreement or violate Sections 9(a), (b) or (c) of this Agreement, to (i) serve on civic or charitable boards or committees and (ii) serve on the board of directors or other similar governing body of any other corporation or other business entity or trade organization.



4. Place of Performance . The principal place of employment and performance of duties by Executive shall be at the Company's principal executive offices in Oklahoma City, Oklahoma.



5. Compensation and Related Matters .



(a) Base Salary . Executive's base salary shall be $100,000 for the first year of the Initial Term and $112,500 for the second year of the Initial Term (each, the "Base Salary"), and be paid in accordance with the Company's customary payroll practices. Executive's Base Salary after the Initial Term shall be $125,000 per year. Unless otherwise agreed to by Executive, Executive ?s Base Salary shall be subject to increase, but not decrease, pursuant to annual review by and in the discretion of the Board or on about the end of anniversaries of the Commencement Date. Such increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement.





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(b) Annual Target Bonus Plan . At the Board's sole discretion, during the term of the Executive's Employment Period, the Executive will have the opportunity to receive an annual bonus (" Annual Target Bonus"), beginning at and equal to twenty-five percent (25%) of Base Salary, with open-ended incremental increases commensurate with the length of service and performance after the first year. The Annual Target Bonus earned will be awarded based upon the performance of the Executive and the Company against annual target objectives established jointly by the Board and the Executive. Any Annual Target Bonus payable under this Paragraph 5(b) will be paid to the Executive as soon as practicable following a fiscal year.



(c) Stock Option . The Company hereby grants to Executive nonqualified stock options to purchase One Hundred Fifty Thousand (150,000) shares of Company common stock at an exercise price equal to the closing price of the Company's common stock on the American Stock Exchange on the date of this Agreement. The option will be executed in accordance with the Company's 2003 Stock Incentive Plan.



(d) Expenses . The Company shall promptly reimburse Executive for all reasonable business expenses, including cell phone use, upon the presentation of reasonably itemized statements of such expenses in accordance with the Company's policies and procedures now in force or as such policies and procedures may be modified with respect to executive officers of the Company or, alternatively, as approved by the Chairman.



(e) Vacation And Sick Leave . Executive shall be entitled to four (4) weeks vacation per every twelve (12) month period of employment hereunder. Allowable carry-over of non-used vacation time shall be in line with that of other executives of the Company. Executive shall also be entitled to leaves for illness or other incapacitation as is consistent with Executive's title and Employer's needs for Executive ?s services, except as otherwise provided for in Section 8(a).



(f) Welfare, Pension and Incentive Benefit Plans; Related Benefits . During the Employment Period, Executive (and her spouse and/or dependents to the extent provided the applicable plans and programs) shall be entitled to participate in and be covered under any welfare benefit plans or programs maintained by the Company from time to time for the benefit of its similarly situated employees pursuant to the terms of such plans and programs, including, without limitation, any medical, life, hospitalization, dental, disability, accidental death and dismemberment and other insurance plans and programs. During the Employment Period, Executive shall also be eligible to participate in any pension, retirement, savings and other employee benefit plans and programs maintained from time to time by the Company for the benefit of similarly situated employees.



(g) Company Vehicle . The Company will provide Executive a company vehicle or pay a monthly car allowance, equal to the expense incurred by the other Company executives.





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6. Termination . Executive's employment under this Agreement may be terminated during the Employment Period under the following circumstances:



(a) Death . Executive's employment under this Agreement shall terminate upon her death.



(b) Disability . If, as a result of Executive's incapacity due to physical or mental illness, Executive shall have been substantially unable to perform her duties under this Agreement (with or without reasonable accommodation, as defined under the Americans With Disabilities Act), for a period of three (3) consecutive months, and the Company shall have the right to terminate Executive's employment under this Agreement for "Disability", by providing a thirty (30) day Notice of Termination to Executive pursuant to Section 7(a) and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement by the Company.



(c) Cause . The Company shall have the right to terminate Executive's employment at any time for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement by the Company. For purposes of this Agreement, the Company shall have "Cause" to terminate Executive's employment upon:



(i) an act of felony dishonesty taken by Executive which results or is intended to result in improper personal enrichment of Executive and/or expense to the Company; or



(ii) Executive's failure to follow a direct, reasonable and lawful written order from the Board and/or the Chairman, within the reasonable scope of Executive ?s duties.



Cause shall not exist under paragraphs (i) or (ii)) above unless and until the Company has delivered to Executive a copy of a resolution duly adopted by not less than three-fourths (3/4ths) of the Board (excluding Executive) at a meeting of the Board called and held for such purpose finding that in the good faith opinion of the Board, Executive was guilty of the conduct set forth in paragraphs (i) or (ii) and specifying the ...