LETTER OF AGREEMENT

Date: December 11, 2012


 


Section 1.          Services
to be Rendered. The purpose of this letter is to set forth the terms and conditions on which Chord Advisors, LLC (“Chord”)
agrees to provide Life Care Medical Devices (the “Company”) comprehensive outsourced accounting solutions. These
services may include, but are not limited to, all items listed in “Addendum A.” The Company represents and warrants
that it will provide on a timely basis any information requested by Chord which is necessary to perform such services and further
represents and warrants that such information shall be accurate.


 


Section 2.          Engagement
Period. Unless sooner terminated as provided herein, the term of this agreement (the “Engagement Period”)
shall commence on December 15, 2012 and shall continue for a period of twelve (12) calendar months. The Company represents that
it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified
as a foreign corporation and in good standing in all jurisdictions in which the nature of its activities requires such qualification.
The Company further represents to Chord: (1) that it has full power and authority to carry on its business as presently or proposed
to be conducted and to enter into and perform its obligations under this Agreement; (2) that this Agreement has been duly authorized
by all necessary corporate actions; and (3) that this Agreement constitutes the valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms (except as such enforcement may be limited by bankruptcy, creditors’ rights
laws or general principles of equity).


 


Section 3.          Fees.
(a) The Company shall pay to Chord for its services hereunder an advisory fee (the “Advisory Fee”) of $10,000
per month beginning January 1, 2013. Advisory Fees shall be payable on or before the 15th day of each calendar month which
occurs during the Engagement Period.


 


Section 4.          Expenses.
In addition to all other fees payable to Chord hereunder, the Company hereby agrees to reimburse Chord for all reasonable out-of-pocket
expenses incurred in connection with the performance of services hereunder. No individual expenses over $100 per month will be
expended without the prior written approval of the Company.


 


Section 5.          Indemnification.
Each of the Company and Chord agrees to defend, indemnify and hold the other and its respective affiliates, stockholders, directors
officers, agents, employees, successors and assigns (each an “Indemnified Person”) harmless from and against
any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements
of any kind whatsoever (including, without limitation, reasonable attorneys’ fees) which arise from the Company’s or
Chord’s (as the case may be) breach of its obligations hereunder or any representation or warranty made by it herein. It
is further agreed that the foregoing indemnity shall be in addition to any rights that either party may have at common law or otherwise,
including, but not limited to, any right to contribution.


 


 






	Confidential	Page 1



 






    	 



    	 



    

  





 






 


Section 6.          Termination
of Agreement. (a) Subject to paragraph (b) below, either party may terminate this Agreement and Chord’s engagement hereunder,
with or without cause, immediately upon written notice given to the other party at any time during the Engagement Period hereunder.
In such event, all compensation accrued to Chord prior to such cancellation, whether in the form of Advisory Fees, reimbursement
for expenses or otherwise, will become due and payable promptly upon such termination and Chord shall be relieved of any and all
further obligation to provide any services hereunder.


 


(b)       Notwithstanding
anything to the contrary herein contained, Sections 4, 5, 6, 7, 8, 9, 10 and 11 shall survive any termination or breach of this
agreement by either party.


 


Section 7.          Severability.
In case any provision of this letter agreement shall be invalid, illegal, or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not be affected or impaired thereby.


 


Section 8.          Consent
to Jurisdiction. This agreement shall be governed and construed in accordance with the laws of the Slate of New York without
regard to conflicts of laws principles. The parties further consent to the exclusive jurisdiction of the State and Federal courts
located within the City, County and State of New York to resolve any dispute arising under this Agreement, and waive any defense
to such jurisdiction based upon inconvenient forum.


 


Section 9.          Other
Services. If the Company desires additional services not provided for in this agreement, any such additional services shall
be covered by a separate agreement between the parties hereto.


 


Section 10.        Entire
Agreement. This letter agreement contains the entire agreement of the Company and Chord, and supersedes any and all prior discussions
and agreements, whether oral or written, with respect to the matters addressed herein.


 


Section 11.        Counterparts.
This letter agreement may executed in two or more counterparts, each of which shall be considered an original and all of which,
taken together, shall be considered as one and the same instrument.


 


Please evidence your
acceptance of the provisions of this letter by signing below and returning a copy to Chord Advisors, LLC. 


 


 






	Confidential	Page 2


  




    	 



    	 



    

  





 



 


Very truly yours,


 


	 	/s/	 
	 	David Horin	 
	 	President	 
	 	Chord Advisors, LLC	 


 


ACCEPTED AND AGREED


AS OF THE DATE FIRST ABOVE WRITTEN:


 


	By:	/s/	 
	 	Name:  Arthur Malvett	 
	 	Title:  C.O.O.	 


 





 






	Confidential	Page 3


    






    	 



    	 



    

 








 



 



ADDENDUM “A”


 


Chord will provide senior financial leadership
and perform the following functions:


  






CFO Services


 


	 	·	Mergers & acquisitions
	 	·	Stock based compensation structuring
	 	·	Debt & equity transaction support
	 	·	Assistance with earnings releases and deal and non-deal roadshows
	 	·	Business analysis and planning (budgeting)
	 	·	Cash management and treasury services
	 	·	System selection and implementation
	 	·	Financial process improvement


  


Accounting
Policy and Financial Reporting


 


	 	·	Advise on accounting and tax for complex transactions, including those featuring options, warrants derivatives and other forms of equity enhancements
	 	·	Document and implement new and existing accounting policies
	 	·	Respond to SEC Comment Letters
	 	·	Provide accounting policy for corporate finance transactions
	 	·	Audit committee support
	 	·	Drafting 10-Q’s and registration statements


  


Payroll
and Full Service Bookkeeping


 


	 	·	Full service bookkeeping
	 	·	General ledger accounting
	 	·	Account reconciliation
	 	·	Accounts receivable
	 	·	Accounts payable
	 	·	Payroll and related tax reporting


 








 






	Confidential	Page 4