Exhibit
10.38A


AMENDMENT
TO EMPLOYMENT AGREEMENT





THIS AMENDMENT (this “Amendment”) is
dated December 31, 2008, between CP Medical Corp., an Oregon corporation (the
“Company”), and Janet Zeman (the “Employee”).





INTRODUCTION




The
Company and the Employee are parties to that certain Employment Agreement dated
August 6, 2008 (the “Employment Agreement”).  The parties hereto now
desire to amend the Employment Agreement to comply with Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”).




NOW,
THEREFORE, in consideration of the mutual agreements hereinafter set forth, the
parties hereby agree to amend the Employment Agreement as follows:




1. By deleting
paragraphs (i) and (ii) from Section 1(l) and inserting in lieu thereof the
following:




“(i) the
Employee’s authority, duties or responsibilities are materially diminished
without the Employee’s written consent, (ii) the Employee is required to
report to a position that has materially less authority, duties or
responsibilities than the position to which the Employee previously reported,
without the Employee’s written consent,”




2. By adding the
following new Section 1(q):





“ ‘Termination of
employment’ and similar terms refer solely to a ‘separation from service’
within the meaning of Section 409A of the Internal Revenue Code of 1986, as
amended and regulations issued thereunder.”




3. By deleting
the last two sentences of Section 4(e) and inserting in lieu thereof the
following:




“Payments
under this Section 4(e) shall be paid in substantially equal installments no
less frequently than monthly over the one year from the date of termination,
except that payments shall commence within sixty (60) days following termination
of employment and the first payment shall include all payments accrued up to the
date of payment.  Notwithstanding the foregoing, if the Employee is a
‘specified employee’ within the meaning of Code Section 409A, then to the extent
the payment of severance hereunder would cause the Employee to incur tax under
Code Section 409A, payment of such portion of the severance as shall cause the
Employee to incur tax under Code Section 409A shall be delayed until six (6)
months after the Employee’s termination of employment, at which time the
Employee shall be paid a lump sum equal to the amount of the delayed payments,
and thereafter payment of the unpaid balance shall continue in what otherwise
would have been the original payment schedule for such unpaid
balance.  In the event of such delay in payments, the payments that
otherwise would be paid latest in time during such six (6) month period will be
delayed first.  All payments under this Section that are made after
the date that they would be paid if the Employee had continued employment shall
be increased by interest from such date to the date of payment at the applicable
federal rate under Code Section 1274(d).”





4. By deleting
the last two sentences of Section 4(f) and inserting in lieu thereof the
following:




“Payments
under this Section 4(f) shall be paid in substantially equal installments no
less frequently than monthly over the two years from the date of termination,
except that payments shall commence within sixty (60) days following termination
of employment and the first payment shall include all payments accrued up to the
date of payment.  Notwithstanding the foregoing, if the Employee is a
‘specified employee’ within the meaning of Code Section 409A, then to the extent
the payment of severance hereunder would cause the Employee to incur tax under
Code Section 409A, payment of such portion of the severance as shall cause the
Employee to incur tax under Code Section 409A shall be delayed until six (6)
months after the Employee’s termination of employment, at which time the
Employee shall be paid a lump sum equal to the amount of the delayed payments,
and thereafter payment of the unpaid balance shall continue in what otherwise
would have been the original payment schedule for such unpaid
balance.  All payments under this Section that are made after the date
that they would be paid if Employee had continued employment shall be increased
by interest from such date to the date of payment at the applicable federal rate
under Code Section 1274(d).”




1




5. By adding the
following to the end of Section 4(g):




“The
Company shall provide the release agreement to the Employee in sufficient time
so that if the Employee timely executes and returns the release agreement to the
Company, the revocation period shall expire before the date that severance
payments are required to commence.”





6. By adding the
following new Section 4(h):





“For
purposes of Code Section 409A, the entitlement to the series of installment
payments set forth in Sections 4(e) and 4(f) shall be treated as the right to a
series of separate payments, and shall not be treated as the entitlement to a
single payment.”





Except as specifically amended hereby,
the Employment Agreement shall remain in full force and effect as prior to this
Amendment.





IN
WITNESS WHEREOF, the Company and the Employee have executed this Amendment
effective as of the date first above written.






THE
      COMPANY:CP
      MEDICAL CORPORATIONBy:  /s/ Bruce W.
      SmithTitle:  SecretaryTHE
      EMPLOYEE/s/ Janet
      ZemanJanet
      Zeman






2