EXHIBIT
10.1

    

     

     

    EMPLOYMENT
AGREEMENT

     

    This is
an Employment Agreement ("Agreement") dated this 8th of
October, 2009, by and between MedPro Safety Products, Inc., a Nevada
corporation, ("Company"), and Walter W. Weller, presently residing in Paris,
Kentucky ("Executive").

     

    RECITALS

     

    
      	
              A.

            	
              Whereas,
      Company presently employs Executive and Executive and Company now desire
      to enter into this Agreement to reflect the terms and conditions of
      Executive's continued employment with Company as its President and Chief
      Operating Officer; and

            


    

     

    
      	
              B.

            	
              Whereas,
      Executive desires to accept such continued employment on the terms and
      conditions herein set forth.

            


    

     

    NOW,
THEREFORE, in consideration of the foregoing and of the covenants and conditions
herein contained, the parties hereto agree as follows:

     

    1.           Employment. Company
hereby agrees to continue to employ Executive, and Executive hereby accepts such
continued employment by Company, upon the terms and conditions set forth in this
Agreement.

     

    2.           Term. The teem of
this Agreement shall be the thirty-six (36) consecutive month period commencing
October 1, 2009 ("Effective Date"), and ending on September 30, 2012 (the
"Term"), unless terminated sooner pursuant to Paragraphs 9 and 10 below or
Executive voluntarily resigns. After the Term, this Agreement shall be
automatically renewed for additional twelve (12) consecutive month periods (the
"Additional Term(s)"), unless Company or Executive provides prior written notice
of its or his intention for this Agreement not to be renewed, which written
notice shall be provided not less than ninety (90) days prior to the expiration
of the Term or any Additional Term. Any reference to Term herein shall include
the initial Term and any Additional Term unless expressly provided to the
contrary.

     

    3.           Duties. During the
Term, Executive shall hold the position of President and Chief Operating Officer
for Company and such other affiliates as requested by Company, provided,
however, Company may alter the title and position held by Executive at any time,
in its sole and absolute discretion. Executive shall perform the duties as
described in Attachment A
and customary for that position or any other position held by Executive
and such other duties as Company may from time to time reasonably assign to him.
Executive agrees to use his best efforts for the benefit of Company and its
affiliates, and throughout the Teim shall devote his attention and energies to
the business of Company and its affiliates. Company acknowledges
that

     

    Executive
has continuing obligations with regards to other business entities and
associated matters. Executive agrees that such matters will not conflict with
the interests of Company, and will not interfere with the execution of
Executive's duties. Executive shall be afforded adequate time to fulfill his
obligations with such other business entities.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.               Compensation. During
the Term, Executive's compensation for duties performed under
this Agreement shall consist of the following:

     

    (a)           A
Monthly Base Salary of twenty four thousand, three hundred and seventy five
Dollars ($24,375.00) ("Monthly Base Salary"), to be paid in accordance with the
customary payroll practices of Company at such times as the Board of Directors
of Company may determine, with any increases as determined by the Compensation
Committee of the Company.

     

    (b)           Annual
bonus compensation of up to 100% of Executive's annual base salary, as the
determined by the Compensation Committee of the may determine.

     

    (c)           Notwithstanding
the above, any salary, bonus and associated metrics will be reviewed at least
annually by the determined by the Compensation Committee of the Company and
Executive. Company shall withhold from any such amounts payable to Executive any
applicable social security, federal, state or local taxes.

     

    5.               Employee Benefits.
During the Term, Executive shall be eligible for the following
benefits.

     

    (a)           Executive
shall be entitled to participate in employee benefit plans, policies and
practices sponsored by Company for the benefit of its employees, upon the same
terms and conditions as other employees of Company; provided nothing in this
Agreement shall affect Company's right to amend, modify or otherwise terminate
any such plans, policies and practices in its sole and absolute
discretion.

     

    (b)           Upon
termination of Executive's employment without "cause" (as defined below),
Company shall pay or reimburse Executive for the premiums associated with
continued medical coverage under Company's medical plan should Executive elect
to continue such coverage pursuant to the terms of the Consolidated Onmibus
Budget Reconciliation Act of 1986, as amended.

     

    (c)           Company
shall establish and maintain a stock option plan for its management group which
shall grant Executive options to purchase stock pursuant to the terms and
conditions of the plan and in concert with the Company's existing 2008 Stock and
Incentive Compensation Plan, and any other plan or plans that the Company and or
its Shareholders may authorize and approve.

     

    (d)           In
an effort for Executive to better manage his time and accomplish corporate goals
and milestones, and with regard to all of his Company travel and
responsibilities, Company approves the use of a personal assistant.

     

    6.              
Reimbursement of
Expenses. Company shall reimburse Executive for all reasonable
travel, entertainment, and similar expenses that Executive incurs in promoting
the business of Company and its affiliates, subject to policies and directives
from Company. Company shall also reimburse Executive for all associated expenses
for professional education, certifications, and other ongoing educational
seminars, training, and courses taken. This will include
direct costs, travel, lodging, and other related expenses. Executive shall
submit such training or educational courses for approval by the Chief Executive
Officer of Company prior to incurring such expenses.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    7.           Facilities.
Company shall provide Executive with an office, books, stenographic and
technical help, and such other facilities, equipment, supplies and services as
are suitable to his position and adequate for the performance of his
duties.

     

    8.           Confidentiality,
Nonsolicitation and Noncompetition.

     

    (a)           Disclosure
of Information. Executive acknowledges and agrees that Company's
operations, financial reports, customer information, strategic plan, salary and
employee information, and other confidential information pertaining to Company's
operations and business affairs, as the same may exist from time-to-time,
including but not limited to any information not generally known in the industry
in which Company is or may be engaged, are valuable, special and unique assets
of Company's business, and Executive shall not (without the prior written
consent of the Chief Executive Officer of Company), either during Executive's
employment or thereafter, for any reason or purpose whatsoever, disclose any
such information to any person, firm, corporation, association, or other entity.
Company may protect this interest by seeking and obtaining a court
injunction.

     

    (b)           Return of
Materials. Executive agrees to deliver, within five (5) days after he is
no longer affiliated with Company, any and all property of Company, including
any Confidential Material (whether made, written or obtained by Executive or
others) that is in his possession, custody or control. Executive agrees that he
shall retain no copies of such material. For purposes of this Agreement,
"Confidential Material" shall include, but not be limited to, any writing,
computer data, photograph, or other written material or tangible thing, obtained
by Executive as a consequence of or through his relationship with Company, and
containing any confidential information, including any information not generally
known in the industry in which Company is or may be engaged. This shall include,
without limiting the generality of the foregoing, customer lists, price or fee
lists, financial data, forms and manuals, procedures, instructions, records,
computer programs, notes, notebooks, and all other material of a trade secret,
proprietary, or confidential nature.

     

    (c)           Nonsolicitation
of Employees, Etc. Executive hereby covenants and agrees that during the
term of Executive's employment with Company and throughout the Restricted
Period, Executive will not, directly or indirectly, solicit, divert, induce,
encourage or attempt to solicit, divert, induce or encourage any person who was
any employee, agent, consultant, independent contractor, vendor, supplier or
service provider of Company or its affiliates at the time of his termination of
employment or within six (6) months of such termination of employment, to leave
or reduce his or her employment, relationship or other arrangement with Company
or any of its affiliates. Further, during the Restricted Period, Executive shall
not directly or indirectly, on behalf of himself or another person or entity,
hire, engage the services of, or attempt to hire or engage the services of, any
person or entity who was an employee, agent, consultant, independent contractor,
vendor, supplier or service provider of Company or its affiliates at the time of
Executive's termination of employment or within six (6) months of such
termination.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (d)           Nonsolicitation of
Customers. Executive hereby covenants and agrees that during the term of
Executive's employment with Company and throughout the Restricted Period,
Executive will not, directly or indirectly, solicit, divert, induce, encourage
or attempt to solicit, divert, induce or encourage any customer of Company or
its affiliates at the time of his termination of employment or within six (6)
months of such termination of employment, to terminate or reduce the customer's
relationship with Company or any of its affiliates. Further, during the
Restricted Period, Executive shall not directly or indirectly, on behalf of
himself or another person or entity, hire, provide products or services to any
person or entity or engage the services of, or attempt to hire or engage the
services of, any person or entity who was a customer of Company or its
affiliates at the time of Executive's termination of employment or within six
(6) months of such termination.

     

    (e)           Noncompetition.
Executive hereby covenants and agrees that during the Term of Executive's
employment with Company and throughout the Restricted Period, Executive will
not, either directly or indirectly, in any capacity (including, but not limited
to, in the capacity as an employer, employee, sole proprietor, principal,
partner, member, officer, director, stockholder, consultant, agent, independent
contractor or service provider (other than a minority shareholder or other
equity interest holder of not more than 1% of a company whose equity interests
are publicly traded on a nationally recognized stock exchange or over-the-
counter)), on his own behalf or in the service of or on behalf of others, engage
in, have any equity or profit interest in, advise, manage, or render or perform
services to any business entity or individual engaged in business which is or
would be in competition with Company or its affiliates or provides or would
provide products similar to those provided by Company or its affiliates within
any country wherein Company or any of its affiliates has customers, an office,
an operation, sells or markets their products or services.

     

    (0        
   Restricted Period.
For purposes of this Agreement, the "RestrictedPeriod"
shall mean the period ending six (6) months after Executive terminates
employment with Company or any of its affiliates. The running of the Restricted
Period shall be tolled for any period during which Executive is in violation of
the restrictions set forth herein.

     

    (g)         
Enforcement.
Executive acknowledges that the duties, obligations andrestrictions
imposed upon him in this Agreement are special, unique and of an extraordinary
character, and that in the event of Executive's breach or threatened breach of
any portion of this Agreement, the damage to Company and its affiliates would be
irreparable or could not be adequately measured in money damages. Executive
represents and further acknowledges that any breach or threatened breach of his
duties, obligations and restrictions under this Agreement will cause Company and
its affiliates immediate and irreparable injury, loss and damage before legal
notice can be had upon Executive, or his attorney, or before a judicial hearing
can be held. Therefore, Executive agrees that Company may protect its interest
by seeking and obtaining specific performance or a court injunction (both
temporary and permanent), in addition to any provable money damages, costs and
reasonable attorneys fees, along with any other remedies they may have at law
and equity, for any breach or threatened breach of the Agreement. Executive also
agrees that it is important for any prospective person or business entity
entering into an arrangement with Executive which might be impacted by the
restrictive covenants set forth herein to be made aware of this Agreement.
Accordingly, Executive further agrees to provide a
copy of this Agreement to any person or business entity with whom he considers
entering into any arrangement of any nature which would be impacted by this
Agreement. Should Executive fail to provide this information, Executive further
agrees that Company may forward a copy of this Agreement to any person or
business entity entering into an arrangement of any nature with Executive which
it believes would be impacted by this Agreement and Executive releases Company
and its affiliates from any and all claimed liability or damage by virtue of
such disclosure. The provisions of this Paragraph 8 shall survive the
termination of this Agreement for any reason, including but not limited to, the
expiration of the Term.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    9.           Death or Disability.
If during the Term, Executive dies or becomes unable to perform his duties
hereunder because of "disability," the Term shall be deemed to have ended and
all obligations of Company under this Agreement shall cease immediately;
provided Executive or his personal representative shall be entitled to be paid
for services rendered up to the time of "disability" or death. Solely as used in
this Paragraph, "disability" shall mean Executive's inability (as determined
under the long-term disability plan maintained by Company, if applicable, or if
not, by a physician mutually selected by the parties) due to illness or physical
or mental incapacity, to adequately and fully perform the duties that Executive
was performing for Company when the disability began. If at any time during the
Term, the insurance carrier or administrator of Company's long-term disability
plan or, if applicable, the physician mutually agreed upon by Company and
Executive makes a determination with respect to Executive's disability, that
determination shall be final, conclusive, and binding upon Company, Executive,
and their successors in interest.

     

    10.          Termination.

     

    (a)          Company
may terminate Executive for "cause," which termination shall be immediate.
Upon such termination for "cause," the Term shall be deemed to have ended and
all obligations of Company under this Agreement shall cease immediately;
provided, Executive shall be entitled to be paid for services rendered up to the
time of actual termination. Should Company terminate Executive other than for
"cause," Executive shall continue to be paid his Monthly Base Salary (but no
other amounts related to any employee benefit plans and no further accrual of
vacation, sick or holiday time) until the end of that Term, even though he is no
longer working for Company, which payment shall be specifically conditioned upon
and in exchange for any written releases deemed appropriate by Company. After
that Term shall have ended, all obligations of Company under the Agreement shall
cease. Should Executive terminate employment with Company for any reason, that
Term shall be deemed to have ended immediately and all obligations of Company
under this Agreement shall cease; provided, Company shall be entitled to damages
if at least ninety (90) days prior written notice was not provided to Company by
Executive. For purposes of this Agreement, termination by Company of Executive's
employment for "cause" shall mean termination upon (a) the willful and continued
failure by Executive to perform his duties with Company; or (b) the willful
engaging by Executive in misconduct demonstrably and materially injurious to
Company; (c) the willful engaging by Executive in fraud or dishonesty with
respect to the Company and its activities; (d) breach of fiduciary duty
involving material personal profit; or (e) commission of any federal or state
felony or criminal offense (excluding traffic related offenses) which is
materially and demonstrably injurious to Company. For purposes of this
definition, no act, or failure to act, on Executive's
part shall be considered "willful" unless done, or admitted to be done, by
Executive not in good faith and without reasonable belief that Executive's
action or omission was in the best interest of Company.

     

    (b)             Upon
Executive's termination of employment by Company after a "Change of Control" has
occurred, Executive shall receive a single sum payment in an amount equal to
Executive's Monthly Base Salary for thirty-six (36) months (less any applicable
social security, federal, state or local tax withholdings), based on Executive's
Monthly Base Salary in effect for the month in which the termination of
employment occurs. Such payment shall be made forty- five (45) days after
Executive's date of termination of employment; provided, if Executive
constitutes a "specified employee" within the meaning of Treasury Regulation
Section 1.409A­1(i)(or any successor thereto), such payment shall not be
made until six (6) months after Executive's termination of employment. For
purposes of this paragraph, the determination by Company as to whether a
termination of employment has occurred will be based on all relevant facts and
circumstances in accordance with Treasury Regulation Section 1.409A-1(h). A
"Change of Control" of Company shall, for purposes of this paragraph, be defined
as the occurrence of (i) a "Change in Ownership", (ii) a "Change in Effective
Control", or (iii) a "Change in Asset Control", as each is defined below. All
such events shall be determined under and subject to all of the terms of
Treasury Regulation Section 1.409A-3(i)(5). The "Change of Control" must relate
to Company or an entity that is a majority shareholder of Company, which is a
shareholder owning more than 50% of the total fair market value and total voting
power of Company. Stock ownership shall be determined under Section 318(a) of
the Internal Revenue Code of 1986, as amended ("Code"). A "Change in Ownership"
occurs on the date that any one person, or more than one person acting as a
group, acquires ownership of stock of Company that, together with stock held by
such person or group, constitutes more than 50% of the total fair market value
or total voting power of the stock of Company. A "Change in Effective Control"
of Company occurs on the date that either (A) any one person, or more than one
person acting as a group, acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such person or persons)
ownership of stock of Company possessing 30% or more of the total voting power
of the stock of Company, or (B) a majority of the members of the Board of
Directors of Company are replaced during any 12-month period by directors whose
appointment or election is not endorsed by a majority of the members of the
Board of Directors of Company prior to the date of the appointment or election.
A "Change in Effective Control" also may occur in any transaction in which
either of the two entities involved in the transaction has a "Change in
Effective Control" or a "Change in Asset Control". A "Change in Asset Control"
of Company occurs on the date that any one person, or more than one person
acting as a group, acquires (or has acquired during the 12-month period ending
on the date of the most recent acquisition by such person or persons) assets
from Company or a parent entity of Company that have a total gross fair market
value equal to or more than 40% of the total gross fair market value of all of
the assets of Company immediately prior to such acquisition or acquisitions. For
this purpose, gross fair market value means the value of the assets being
disposed of, determined without regard to any liabilities with such assets.
There is no Change of Control under this Section when there is a transfer to an
entity that is controlled by the shareholders of Company immediately after the
transfer. A transfer of assets by Company is not treated as a "Change in Asset
Control" if the assets are transferred to (I) a shareholder of Company
(immediately before the asset transfer) in exchange for or with respect to its
stock, (II) an
entity, 50% or more of the total value or voting power of which is owned,
directly or indirectly, by Company, (III) a person, or more than one person
acting as a group, that owns, directly or indirectly, 50% or more of the total
value or voting power of all of the outstanding stock of Company or (IV) a
person, at least 50% of the total value or voting power of which is owned,
directly or indirectly, by a person described in the preceding
(III).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c)         
If, as a result of payments provided for under or pursuant to this Agreement
together
with all other payments in the nature of compensation provided to or for the
benefit of Executive under any other agreement in connection with a Change of
Control, Executive becomes subject to taxes of any state, local or federal
taxing authority that would not have been imposed on such payments but for the
occurrence of a Change of Control, including any excise tax under Section 4999
of the Code or any successor or comparable provisions, then the Company shall
pay to Executive at the time any such payments are made under this or the other
agreements, an amount equal to the amount of any such taxes imposed or to be
imposed on Executive (the "Parachute Tax Reimbursement"); provided, such
Parachute Tax Reimbursement shall in no event be paid later than the end of the
calendar year following the year in which such taxes are imposed upon Executive.
Such reimbursement shall be grossed up to pay Executive for any additional taxes
that are or will be payable as a result of the Parachute Tax Reimbursement being
paid to Executive or as a result of the additional amounts paid or payable
pursuant to this provision, such that after all reimbursement hereunder
Executive shall have been paid on a net after tax basis an amount equal to the
Parachute Tax Reimbursement.

     

    11.          Resolution of Disputes and
Governing Law. Executive and Company agree that any dispute arising
hereunder or out of any further relationship shall, at the option of Company, be
resolved by the Fayette Circuit Court, Fayette County, Kentucky, or by binding
arbitration in accordance with the rules adopted by the American Arbitration
Association (except that such rules shall be modified so that any arbitration
award shall be made no later than ninety (90) days after arbitrator(s) are
appointed), with any such arbitration proceedings to take place in Lexington,
Kentucky. If Company should elect to resolve a dispute in the Fayette Circuit
Court, such court shall have exclusive jurisdiction and Executive agrees to and
does hereby waive the right to a jury trial. All parties agree that no party
shall be entitled to, or recover for, consequential, punitive, exemplary or
extraordinary damages. This Agreement has been negotiated and executed in the
Commonwealth of Kentucky and shall be construed and enforced in accordance with
the laws of that state.

     

    12.          Parties Affected.
This Agreement shall inure to and shall be binding upon the parties hereto, the
successors and assigns of Company, and the heirs and personal representatives of
Executive.

     

    13.          Notices. All notices
required to be given under the terms of this Agreement shall be in writing,
shall be effective upon receipt, and shall be delivered to the addressee in
person or mailed by certified mail, return receipt requested, to such person's
last known address as shown from Company's records.

     

    14.          Assignment. The
services to be rendered by Executive under this Agreement are unique and
personal, and Executive may not assign any of his rights or delegate any of his
duties

    under
this Agreement. Except as provided in the immediately preceding sentence, this
Agreement shall benefit Executive and his heirs and personal
representatives.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    15.          Severability and No
Violation. If any provision of this Agreement or its application shall be
invalid, illegal, or unenforceable in any respect, the validity, legality, and
enforceability of all other applications of that provision and of all other
provisions and applications hereof shall not in any way be affected or impaired
and such invalid, illegal or unenforceable provision or applications thereof
shall be modified to the extent necessary such that it and the Agreement shall
then be enforced to the maximum extent allowed by applicable law. Executive
represents that in signing this Agreement he will not violate any other
agreement to which he is a party.

     

    16.          Non-Waiver. A delay
or failure by either party to exercise a right under this Agreement, or a
partial or single exercise of that right, shall not constitute a waiver of that
or any other right.

     

    17.          Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
Agreement.

     

    18.          Entire Contract. This
Agreement constitutes the entire understanding and agreement between Company and
Executive with regard to all matters herein and supersede any prior agreements
and discussions between the parties. There are no other agreements, conditions
or representations, oral or written, expressed or implied with regard thereto.
This Agreement may be amended only in writing, signed by both parties; provided,
Company may amend the Agreement as necessary to avoid the Agreement being
subject to Section 409A of the Code, and the regulations thereunder, or to
comply with Section 409A of the Code and the regulations thereunder if
necessary. Any further agreement of the parties on any matter, including matters
unrelated to this Agreement, shall be binding and enforceable only if in
writing, signed by both parties.

     

    19.          Headings. The
headings in this Agreement have been inserted solely for convenience of
reference and shall not be considered in the interpretation or construction of
this Agreement.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the parties have executed and delivered this Employment
Agreement as of the date set forth in the preamble hereto.

     

    


    
      	 
      	
              MEDPRO
      SAFETY PRODUCTS, INC.

            	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	
              /s/
      Wm. Craig Turner

            	 
	 
      	 
      	
              Wm.
      Craig Turner

            	 
	 
      	 
      	
              Chief
      Executive Officer

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	  
      	
              /s/
      Walter W. Weller

            	 
	 
      	 
      	
              Walter
      W. Weller

            	 


    

    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    ATTACHMENT
A

     

    A.
EXECUTIVE'S GENERAL RESPONSIBILITIES

     

    The
President and Chief Operating Officer ("COO") is delegated the authority to
supervise the business and affairs of the Corporation, subject to the direction
of the Chief Executive Officer of Company ("CEO") and the executive limitations
established by the CEO. This delegation shall include the authority to make all
decisions on behalf of the Corporation that do not require shareholder approval,
or have not been reserved by the Board to itself or to a Committee of the Board,
under the terms of this Mandate.

     

    All Board
authority delegated to management is delegated through the Chief Executive
Officer, so that all authority and accountability of management, unless
otherwise stated in this Mandate, is considered to be the authority and
accountability of the Chief Executive Officer. This shall not be interpreted as
precluding interaction among the members of the Board and senior management, and
relates solely to the accountability link between the Board and the Chief
Executive Officer.

     

    The COO
shall have the authority to delegate operational decision making as he/she may
determine as necessary and appropriate for the effective operation of the
business. In this regard, the COO shall put in place a delegation of operational
authority policy within the organization, as determined by the CEO and
COO.

     

    Role/Responsibilities:

     

    The role
and responsibilities of the Chief Operating Officer will include:

     

    
      	
              ·

            	
              developing
      and recommending corporate and operational strategies, and business.
      Financial, and operational plans for the approval by the CEO of
      Company;

            


    

     

    
      	
              ·

            	
              managing
      the operations of the business in accordance with the strategic direction
      set by the CEO and within operational policies as approved by the CEO in
      relation to the conduct of the
business;

            


    

     

    
      	
              ·

            	
              reporting
      management information back to the CEO in a manner and time so that the
      CEO may effectively monitor and evaluate corporate performance against
      stated objectives and within executive limitations;
    including:

            


    

     

    
      	
               
      

            	
              ·

            	
              submitting
      monitoring and performance information required by the CEO in a timely and
      accurate fashion, and based on industry benchmarked
    standards;

            


    

     

    
      	
               
      

            	
              ·

            	
              ensuring
      that the CEO is aware of relevant trends, anticipated adverse media and
      analyst coverage, material external or internal changes, and any changes
      in the assumptions upon which any Board or CEO decision or approval has
      previously been made; and

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              ·

            	
              advising
      the CEO if, in the COO's opinion, the Company is not in compliance with
      its own policies, or legal and/or regulatory requirements, in particular,
      in the case of behavior of one or more officers which is detrimental to
      best interests of the Corporation or to the working relationship between
      the CEO and the COO;

            


    

     

    
      	
              ·

            	
              developing
      a list of risk factors and informing the CEO of what mechanisms are in
      place to address the identified
risks;

            


    

     

    
      	
              ·

            	
              providing
      the CEO with information, both internal and external, that the CEO may
      require in order to make fully-informed decisions regarding policies
      governing the operation of the
business;

            


    

     

    
      	
              ·

            	
              dealing
      with the CEO individually and as a strategic entity, except
      when:

            


    

     

    (a)         fulfilling
individual requests for information; or

     

    (b)         responding
to officers or committees duly charged by the Board; and

     

    
      	
              ·

            	
              reporting
      in a timely manner on actual or anticipated non-compliance with any
      approved policy or decision.

            


    

     

    The Chief Operating Officer
will be evaluated on the following criteria:

     

    1.           Leadership: Leads the
Corporation operationally based on its vision, mission and values as defined by
the Board and CEO so that they are widely understood, widely supported,
consistently applied and effectively implemented and ensures that practices are
consistent with the strategic plan.

     

    2.           Strategic Planning:
Ensures the implementation of the strategic plan that meets the needs of the
Board, CEO, stockholders, customers, employees and all corporate stakeholders;
ensures consistent and timely progress toward strategic objectives; obtains and
allocates resources consistent with strategic objectives.

     

    3.           Financial Results:
Establishes CEO-approved appropriate annual and longer-term financial objectives
and manages consistently to achieve these goals; ensures that appropriate
systems are maintained to protect assets and maintain effective control of
operations.

     

    4.           Succession Planning:
Develops, attracts, retains, motivates, manages and is accountable for an
effective top operational team capable of achieving objectives; provides for a
detailed, written management succession plan.

     

    5.           Human Resources:
Ensures the development of effective recruitment, training, retention and
personnel communications plans and programs to provide and motivate the
necessary human resources to achieve objectives as defined by the CEO;
establishes and monitors programs to provide equal opportunity employment for
all employees.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.      Communications:
Serves as chief corporate operational spokesperson, and provides effective
communications with external stakeholders as directed by the CEO.

     

    7.      External Relations:
Ensures that the Corporation and its operating units contribute appropriately to
the well being of their communities and industries. Represents the Corporation
in community and industry affairs per CEO direction.

     

    8.      Board and Stockholder
Relations: Works closely with the CEO and stockholders to keep them fully
informed on all important aspects of the status and development of the
Corporation, based upon communications requirements defined by CEO. Implements
Board policies, and strategic goals defined by CEO, and recommends policies for
CEO consideration.

     

    B.
EXECUTIVE'S SPECIFIC GOALS & METRICS

    
      
        	     	
                a.

              	
                Oversee
      and direct the business development activities of the
      Corporation.

              


      

    

    
      	     	
              b. 

            	
              Oversee
      the day-to-day activities and implement Corporate strategic
      plans.

            


    

    
      
        	     	
                c.

              	
                Develop
      commercialization opportunities for existing IP owned by the Company, in a
      priority and schedule as determined by CEO and
  COO.

              


      

    

    
      
        	     	
                d.

              	
                Evaluate
      the development and acquisition of additional products with the
      CEO.

              


      

    

    
      
        	     	
                e.

              	
                Provide
      effective operational management to the Company and its employees, within
      the scope and protocol established by Corporate policy, operational
      protocol, and as determined by the CEO and
COO.

              


      

    

    
      
        	     	
                f.

              	
                Participate
      in capital market development, and road show activities as directed by the
      CEO.

              


      

    

    
      
        	     	
                g.

              	
                Manage
      Company's IP portfolio, oversee the Company's general legal issues, and
      coordinate and oversee federal and state agency requirements and
      activities to ensure Corporate legal and regulatory
      compliance.

              


      

    

     

    C. BONUS
ASSOCIATED WITH ABOVE

    
      	
               
      

            	
              a.

            	
              Annual
      bonus compensation of up to 100% of Executive's annual base salary, as
      determined by the Compensation
Committee.

            


    

    
    

     

    
      	
               
      

            	
              b.

            	
              Long
      Term (3 year) Option Incentive plan to be formulated in concert with
      Company's existing Stock Option Plan and relative attainment of the above
      duties, responsibilities, evaluation criteria and specific goals and
      metrics, as determined by the Compensation
  Committee.