Exhibit
10.2

    RELEASE AND SETTLEMENT
AGREEMENT

    


    Dated:
April __, 2009

    


    The
foregoing RELEASE AND
SETTLEMENT AGREEMENT (the “AGREEMENT”), dated April __,
2009, is hereby entered into by and between GenMed Holding Corp., a Nevada
corporation (the “COMPANY”), Joost de Metz (“DE METZ”), Willem Blijleven
(“BLIJLEVEN”), E.R. Bouwens Beheermaatschappij B.V.  (“BOUWENS”) and
Medical Network Holding BV (“MNH,” and collectively with DE METZ, BLIJLEVENS and
BOUWENS, the “DUTCH SHAREHOLDERS”), Total Look, BV (“TOTAL LOOK”), London
Finance Group, Ltd., a California corporation (“LFG”), Dojo Enterprises, LLC, a
Nevada limited liability company (“DOJO”), Hyperion Fund, L.P., a Colorado
limited partnership (“HYPERION”), The Palisades Capital, LLC 401(k) Profit
Sharing Trust (“PALISADES”), The Morpheus 2005 Trust dated December 1, 2005
(“MORPHEUS”), Burton Partners, LLC (“BURTON”), Picasso, LLC (“PICASSO”) and
Glacier, LLC (“GLACIER,” and, together with DOJO, HYPERION, PALISADES, MORPHEUS,
BURTON and PICASSO, the “CALIFORNIA SHAREHOLDERS”).

     

    RECITALS

    


    WHEREAS, the parties to this
AGREEMENT desire to
amend, by written agreement, certain agreements and contracts that the parties
hereto entered into with each and one another on April 17, 2008. Such agreements
and contracts hereby being amended are the General Release and Settlement
Agreement, dated April 17, 2008, (the “GRSA”), a Consulting
Agreement, dated April 17, 2008, between the COMPANY and LFG (the “CONSULTING AGREEMENT”), and
the Stock Exchange Agreement, dated April 17, 2008, (the “SEA”), as filed with the
United States Securities and Exchange Commission on the Form 8-K filed by the
COMPANY on May 2, 2008.

    


    WHEREAS, the CALIFORNIA
SHAREHOLDERS own shares of the COMPANY’S common stock and warrants to purchase
shares of the COMPANY’S common stock, received pursuant to the GRSA as follows:

    


    
      
        
          	
                  Shareholder

                	 	
                  Common Stock

                	 	 	
                  Warrants to Purchase

                  Shares of Common Stock

                	 
	
                  DOJO

                	 	 	2,040,000	 	 	 	1,020,000	 
	
                  HYPERION

                	 	 	2,720,000	 	 	 	1,360,000	 
	
                  PALISADES

                	 	 	2,720,000	 	 	 	1,360,000	 
	
                  MORPHEUS

                	 	 	2,720,000	 	 	 	1,360,000	 
	
                  BURTON

                	 	 	4,080,000	 	 	 	2,040,000	 
	
                  PICASSO

                	 	 	4,080,000	 	 	 	2,040,000	 
	
                  GLACIER

                	 	 	4,080,000	 	 	 	2,040,000	 


        

      

    

    


    WHEREAS, TOTAL LOOK owns
shares of the COMPANY’S common stock and warrants to purchase shares of the
COMPANY’S common stock, received pursuant to the GRSA, as follows:

    


    
      
        
          	
                  Shareholder

                	 	
                  Common Stock

                	 	 	
                  Warrants to Purchase

                  Shares of Common Stock

                	 
	
                  TOTAL LOOK

                	 	 	49,500,000	 	 	 	26,250,000	 


        

      

    

    


    WHEREAS, LFG owns shares of
the COMPANY’S common stock and warrants to purchase shares of the COMPANY’S
common stock, received pursuant to the GRSA, as follows:

    


    
      
        
          	
                  Shareholder

                	 	
                  Common Stock

                	 	 	
                  Warrants to Purchase

                  Shares of Common Stock

                	 
	
                  LFG

                	 	 	3,060,000	 	 	 	1,530,000	 


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


     WHEREAS, LFG also owns shares
of the COMPANY’S common stock and warrants to purchase shares of the Company’s
common stock, received pursuant to the CONSULTING AGREEMENT as
follows:

    


    
      
        
          	
                  Shareholder

                	 	
                  Common Stock

                	 	 	
                  Warrants to Purchase

                  Shares of Common Stock

                	 
	
                  LFG

                	 	 	2,400,000	 	 	 	2,400,000	 


        

      

    

    


    WHEREAS, the DUTCH
SHAREHOLDERS own shares of the COMPANY’S common stock and warrants to purchase
shares of the COMPANY’S common stock received pursuant to the SEA as follows:

    


    
      
        
          	
                  Shareholder

                	 	
                  Common Stock

                	 	 	
                  Warrants to Purchase

                  Shares of Common Stock

                	 
	
                  BOUWENS

                	 	 	30,000,000	 	 	 	15,000,000	 
	
                  MNH

                	 	 	6,000,000	 	 	 	3,000,000	 
	
                  DE
      METZ

                	 	 	6,000,000	 	 	 	3,000,000	 
	
                  BLIJLEVEN

                	 	 	6,000,000	 	 	 	3,000,000	 


        

      

    

    


    WHEREAS, the parties herein,
by this AGREEMENT, have
agreed to amend the GRSA
and the SEA, and
to rescind the CONSULTING
AGREEMENT, pursuant to the terms herein.

    


    WHEREAS, all parties herein
desire to execute this AGREEMENT to settle all
accounts and disputes between and among such parties as provided herein to avoid
the expense and delay of litigation.

    


    AGREEMENT

    


    THEREFORE, in consideration of
the mutual promises and agreements herein contained and acknowledged by the
parties hereto, the parties hereby agree as follows:

    


    Section
1.  Warrants

    


    It is hereby agreed by the COMPANY, the
CALIFORNIA SHAREHOLDERS, TOTAL LOOK, LFG, and the DUTCH SHAREHOLDERS that all
warrants to purchase shares of common stock of the COMPANY, issued pursuant to
the GRSA, the CONSULTING AGREEMENT, and the
SEA are, upon execution
of this AGREEMENT,
cancelled. Thus upon execution of this AGREEMENT, all warrants to
purchase shares of common stock of the COMPANY issued to DOJO, HYPERION,
PALISADES, MORPHEUS, BURTON, PICASSO, GLACIER, TOTAL LOOK, LFG, DE METZ,
BLIJLEVENS, BOUWENS, and MNH will be cancelled, and each such party will neither
own, nor have any interest in, any warrants to purchase shares of common stock
of the COMPANY.

    


    
      	
               
      

            	
              (a)

            	
              By
      executing this AGREEMENT, thus agreeing
      to the cancelation of the warrants to purchase common stock of the COMPANY
      issued pursuant to the GRSA, The CALIFORNIA
      SHAREHOLDERS and LFG represent that they have not previously sold,
      exchanged, gifted, or otherwise transferred or encumbered in any way, any
      of their ownership, rights, or other interests in such warrants as were
      issued to each of them pursuant to the GRSA.

            


    

    


    
      	
               
      

            	
              (b)

            	
              By
      executing this AGREEMENT, thus agreeing
      to the cancelation of the warrants to purchase common stock of the COMPANY
      issued pursuant to the GRSA, TOTAL LOOK
      represents that it has not previously sold, exchanged, gifted, or
      otherwise transferred or encumbered in any way, any of its ownership,
      rights, or other interests in such warrants as were issued to TOTAL LOOK
      pursuant to the GRSA.

            


    

    


    
      	
               
      

            	
              (c)

            	
              By
      executing this AGREEMENT, thus agreeing
      to the cancelation of the warrants to purchase common stock of the COMPANY
      issued pursuant to the CONSULTING AGREEMENT,
      LFG represents that it has not previously sold, exchanged, gifted, or
      otherwise transferred or encumbered in any way, any of its ownership,
      rights, or other interests in such warrants as were issued to LFG pursuant
      to the CONSULTING
      AGREEMENT.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (d)

            	
              By
      executing this AGREEMENT, thus agreeing
      to the cancelation of the warrants to purchase common stock of the COMPANY
      issued pursuant to the SEA, The DUTCH
      SHAREHOLDERS represent that they have not previously sold, exchanged,
      gifted, or otherwise transferred or encumbered in any way, any of their
      ownership, rights, or other interests in such warrants as were issued to
      each of them pursuant to the SEA.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Upon
      execution of this AGREEMENT, whereby the
      warrants issued pursuant to the GRSA, the CONSULTING AGREEMENT,
      and the SEA are
      cancelled by agreement between the COMPANY, the CALIFORNIA SHAREHOLDERS,
      TOTAL LOOK, LFG and the DUTCH SHAREHOLDERS, the COMPANY will have no
      outstanding warrants to purchase shares of its common
    stock.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Upon
      execution of this AGREEMENT, the
      CALIFORNIA SHAREHOLDERS, TOTAL LOOK, LFG, and the DUTCH SHAREHOLDERS shall
      return, as soon as practically possible, all warrants to purchase shares
      of common stock of the COMPANY as issued and described in this Section of
      this AGREEMENT to
      the COMPANY, and the COMPANY shall take any and all necessary corporate,
      administrative, and other actions to finalize the cancellation of all such
      warrants.  If such warrants cannot be located, a party may
      certify that the warrant has been lost or destroyed, and such
      certification shall be deemed full satisfaction of this subparagraph. If
      any warrants cannot be located, the party unable to locate the warrants
      shall, as soon as practically possible, notify the COMPANY as such and the
      COMPANY shall file a Form 8-K with the United States Securities and
      Exchange Commission detailing as such in order to place the public on
      constructive notice that such warrants are cancelled and the COMPANY will
      not recognize such warrants if a party attempts to convert such warrants
      in the future.

            


    

    


    Section
2.  CONSULTING AGREEMENT

    


    It is agreed by the COMPANY and LFG
that the CONSULTING
AGREEMENT is hereby rescinded.

    


    
      	
               
      

            	
              (a)

            	
              By
      executing this AGREEMENT, and thus
      agreeing to rescind the CONSULTING AGREEMENT,
      the shares of common stock of the COMPANY and the warrants to purchase
      shares of common stock of the COMPANY issued to LFG pursuant to the CONSULTING AGREEMENT are
      hereby cancelled by agreement between the COMPANY and LFG. Thus upon
      execution of this AGREEMENT, LFG will no
      longer own, nor have any interest in, the 2,400,000 shares of common stock
      or the 2,400,000 warrants to purchase shares of common stock of the
      COMPANY as were issued to LFG pursuant to the CONSULTING AGREEMENT,
      and such shares and warrants will be
cancelled.

            


    

    


    
      	
               
      

            	
              (b)

            	
              By
      executing this AGREEMENT, thus agreeing
      to the cancelation of the shares of common stock of the COMPANY and
      warrants to purchase shares of common stock issued pursuant to the CONSULTING AGREEMENT,
      LFG represents that it has not previously sold, exchanged, gifted, or
      otherwise transferred or encumbered in any way, any of its ownership,
      rights, or other interests in such shares of common stock and warrants as
      were issued to it pursuant to the CONSULTING
      AGREEMENT.

            


    

    


    
      	
               
      

            	
              (c)

            	
              By
      executing this AGREEMENT, and thus
      agreeing to rescind the CONSULTING AGREEMENT,
      LFG releases the COMPANY, and all of its agents, assigns, attorneys,
      directors, employees, officers, representatives, and similar such
      individuals, from any and all past, current, and future requirements of
      payment and financial obligations required by the CONSULTING AGREEMENT. By
      executing this AGREEMENT, and thus
      agreeing to rescind the CONSULTING AGREEMENT,
      LFG also releases and cancels any and all debt or monies owed to LFG by
      the COMPANY pursuant to the CONSULTING AGREEMENT,
      and further releases the COMPANY, and all of its agents, assigns,
      attorneys, directors, employees, officers, representatives, and similar
      such individuals, from liability arising from such debt or monies
      owed.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (d)

            	
              Execution
      of this AGREEMENT
      releases both the COMPANY and LFG from any and all past, current, and
      future duties and obligations required of such parties under the CONSULTING AGREEMENT,
      and cancels any duty or obligation owed or owing previously under the
      CONSULTING
      AGREEMENT as well as any liability based upon any non performance
      or non-payment under the CONSULTING
      AGREEMENT.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Upon
      execution of this AGREEMENT, LFG shall
      return, as soon as practically possible, all shares of common stock of the
      COMPANY and warrants to purchase shares of common stock as were issued
      pursuant to the CONSULTING AGREEMENT,
      and as described in this Section, to the COMPANY, and the COMPANY shall
      take any and all necessary corporate, administrative, and other action to
      finalize the cancellation of all such shares and
  warrants.

            


    

    


    Section
3.  Cancellation of certain shares of the CALIFORNIA SHAREHOLDERS and
LFG

    


    It is hereby agreed by the COMPANY, the
CALIFORNIA SHAREHOLDERS, and LFG that certain shares of common stock of the
COMPANY issued pursuant to the GRSA will, upon execution of
this AGREEMENT, be
cancelled such that after execution of this AGREEMENT, the CALIFORNIA
SHAREHOLDERS and LFG will collectively own ten percent (10%) of the now
outstanding common stock of the COMPANY.  The parties agree and
acknowledge that such shares that will remain owned by the CALIFORNIA
SHAREHOLDERS have been issued as of the date of the GRSA, and such issuance date
shall not be modified for purposes of capital gains holding periods or holding
periods required under any securities laws, including without limitation, the
holding periods set forth in Rule 144.  The Company shall not, for any
reason, place a stop transfer order, or otherwise hinder, delay or interfere
with the transfer or sale of any of such shares.

    


    
      	
               
      

            	
              (a)

            	
              The
      CALIFORNIA SHAREHOLDERS and LFG currently own shares of common stock of
      the COMPANY, issued pursuant to the GRSA as
      follows:

            


    

    


    
      
        
          
            	
                    Shareholder

                  	 	
                    Common Stock

                  	 
	
                    DOJO

                  	 	 	2,040,000	 
	
                    HYPERION

                  	 	 	2,720,000	 
	
                    PALISADES

                  	 	 	2,720,000	 
	
                    MORPHEUS

                  	 	 	2,720,000	 
	
                    BURTON

                  	 	 	4,080,000	 
	
                    PICASSO

                  	 	 	4,080,000	 
	
                    GLACIER

                  	 	 	4,080,000	 
	
                    LFG

                  	 	 	3,060,000	 


          

        

      

    

    


    
      	
               
      

            	
              (b)

            	
              The
      CALIFORNIA SHAREHOLDERS, LFG and the COMPANY agree to cancel a portion of
      such shares in the amounts as follows: DOJO agrees to cancel 919,893
      shares of common stock of the COMPANY issued pursuant to the GRSA, HYPERION agrees to
      cancel 959,572 shares of common stock of the COMPANY issued pursuant to
      the GRSA,
      PALISADES agrees to cancel 2,720,000 shares of common stock of the COMPANY
      issued pursuant to the GRSA, MORPHEUS agrees to
      cancel none of the shares of common stock of the COMPANY issued to it
      pursuant to the GRSA, BURTON agrees to
      cancel 1,839,787 shares of common stock of the COMPANY issued pursuant to
      the GRSA, PICASSO
      agrees to cancel 1,839,787 shares of common stock of the COMPANY issued
      pursuant to the GRSA, GLACIER agrees to
      cancel 1,839,787 shares of common stock of the COMPANY issued pursuant to
      the GRSA, and LFG
      agrees to cancel 3,060,000 shares of common stock of the COMPANY issued
      pursuant to the GRSA.

            


    

    


    
      	
               
      

            	
              (c)

            	
              After
      execution of this AGREEMENT, the CALIFORNIA SHAREHOLDERS and LFG’s
      ownership of common stock of the COMPANY will be as
    follows:

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    Shareholder

                  	 	
                    Common Stock

                  	 
	
                    DOJO

                  	 	 	1,120,107	 
	
                    HYPERION

                  	 	 	1,760,428	 
	
                    PALISADES

                  	 	
                    ZERO

                  	 
	
                    MORPHEUS

                  	 	 	2,720,000	 
	
                    BURTON

                  	 	 	2,240,213	 
	
                    PICASSO

                  	 	 	2,240,213	 
	
                    GLACIER

                  	 	 	2,240,213	 
	
                    LFG

                  	 	
                    ZERO

                  	 


          

        

      

    

    


    
      	
               
      

            	
              (d)

            	
              Prior
      to the execution of this AGREEMENT, the COMPANY
      had or has 125,611,739 shares of common stock outstanding. After the
      execution of this AGREEMENT, because the CONSULTING AGREEMENT is
      hereby being rescinded and the shares of common stock issued pursuant to
      the CONSULTING
      AGREEMENT are hereby cancelled, the COMPANY will have 123,211,739
      shares of common stock outstanding. The shares retained by the CALIFORNIA
      SHAREHOLDERS AND LFG, as described in this Section, part (c), equal
      approximately 10% of 123,211,739, or 12,321,174 shares of common stock of
      the COMPANY.

            


    

    


    
      	
               
      

            	
              (e)

            	
              The
      shares of common stock of the COMPANY not cancelled, and which are
      retained by the CALIFORNIA SHAREHOLDERS and LFG as described in this
      Section, part (c), shall be subject to anti-dilution rights as described
      in Section 5 of this AGREEMENT.

            


    

    


    
      	
               
      

            	
              (f)

            	
              By
      executing this AGREEMENT, thus agreeing
      to the cancelation of certain shares of common stock of the COMPANY issued
      pursuant to the GRSA as described in
      this Section, the CALIFORNIA SHAREHOLDERS and LFG represent that they have
      not previously sold, exchanged, gifted, or otherwise transferred or
      encumbered in any way, any of their ownership, rights, or other interests
      in such shares of common stock of the COMPANY as was issued to each of
      them pursuant to the GRSA.

            


    

    


    
      	
               
      

            	
              (g)

            	
              Upon
      execution of this AGREEMENT, the
      CALIFORNIA SHAREHOLDERS and LFG shall return, as soon as practically
      possible, shares of common stock of the COMPANY that will be cancelled by
      agreement upon execution of this AGREEMENT, as issued and
      described in this Section to the COMPANY, and the COMPANY shall take any
      and all necessary corporate, administrative, and other action to finalize
      the cancellation of all such shares.  Upon receipt of share
      certificates representing the shares owned by the CALIFORNIA SHAREHOLDERS,
      the COMPANY shall, within five business days, issue new certificates
      representing the shares that have not been cancelled, free of restrictive
      legend pursuant to Rule 144.  The COMPANY shall obtain any
      necessary legal opinions required for this
  issuance.

            


    

    


    Section
4.  Issue of shares to Total Look

    


    It is hereby agreed and understood
between the COMPANY, TOTAL LOOK, the CALIFORNIA SHAREHOLDERS, and LFG that
13,178,826 shares of restricted common stock of the COMPANY will be issued to
TOTAL LOOK by the COMPANY upon the execution of this AGREEMENT.

    


    
      	
               
      

            	
              (a)

            	
              As
      part of the GRSA,
      Total Look transferred shares of preferred stock of the COMPANY to the
      CALIFORNIA SHAREHOLDERS and LFG in exchange for $7500.00. The CALIFORNIA
      SHAREHOLDERS and LFG thereafter converted such preferred stock into shares
      of common stock of the COMPANY.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Such
      converted shares are, as part of this AGREEMENT, being
      cancelled and retained as described in Section 3, above, and are not being
      returned to TOTAL LOOK as part of the rescission of the GRSA.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              The
      COMPANY shall, as soon as practically possible upon execution of this
      AGREEMENT, issue
      13,178,826 shares of common stock to TOTAL LOOK, in order to place TOTAL
      LOOK into a share ownership position similar to that which TOTAL LOOK held
      prior to the execution of the GRSA. The shares of
      common stock of the COMPANY issued to TOTAL LOOK pursuant to this Section
      of this AGREEMENT
      shall be subject to anti-dilution rights as described in Section 5 of this
      AGREEMENT.

            


    

    


    
      	
               
      

            	
              (d)

            	
              By
      executing this AGREEMENT, TOTAL LOOK
      releases the CALIFORNIA SHAREHOLDERS and LFG, and all of its agents,
      assigns, attorneys, directors, employees, officers, representatives, and
      similar such individuals, from any and all past, current, and future
      requirements of payment and financial obligations required by the GRSA.

            


    

    


    
      	
               
      

            	
              (e)

            	
              By
      executing this AGREEMENT, the COMPANY,
      TOTAL LOOK, the CALIFORNIA SHAREHOLDERS, and LFG hereby release each and
      all of the others, and all of their agents, assigns, attorneys, directors,
      employees, officers, representatives, and similar such individuals, from
      any and all past, current, and future liabilities arising out of the GRSA.

            


    

    


    Section
5.  Anti-dilution

    


    It is hereby agreed by the COMPANY, the
CALIFORNIA SHAREHOLDERS, LFG, TOTAL LOOK, and the DUTCH SHAREHOLDERS that
certain shares of common stock of the COMPANY owned by the CALIFORNIA
SHAREHOLDERS, LFG, TOTAL LOOK, and the DUTCH SHAREHOLDERS shall be subject to
anti-dilution provisions as described in this Section.

    


    
      	
               
      

            	
              (a)

            	
              The
      shares of common stock of the COMPANY issued to TOTAL LOOK pursuant to the
      GRSA, totaling
      49,500,000, shall be subject to the anti-dilution provisions as described
      and defined in this Section to this AGREEMENT.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      shares of common stock of the COMPANY issued to TOTAL LOOK pursuant to the
      Section 4 to this AGREEMENT, totaling
      13,178,826, shall be subject to the anti-dilution provisions as described
      and defined in this Section to this AGREEMENT.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      shares of common stock of the COMPANY retained by the CALIFORNIA
      SHAREHOLDERS and LFG after execution of this AGREEMENT as described
      in Section 3, part (c) herein, shall be subject to the anti-dilution
      provisions as described and defined in this Section to this AGREEMENT.

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      shares of common stock of the COMPANY issued to the DUTCH SHAREHOLDERS
      pursuant to the SEA (30,000,000 shares
      owned by BOUWENS, and 6,000,000 shares owned by DE METZ, MNH, and
      BLIJLEVEN, each) shall be subject to the anti-dilution provisions as
      described and defined in this Section to this AGREEMENT.

            


    

    


    
      	
               
      

            	
              (e)

            	
              This
      anti-dilution provision requires that the company issue shares of
      restricted common stock of the COMPANY to the CALIFORNIA SHAREHOLDERS,
      LFG, TOTAL LOOK, and the DUTCH SHAREHOLDERS in the event that the COMPANY
      engage in any diluting event such as a forward or reverse stock split, any
      issuance of shares of common stock,, warrants  or other
      securities convertible into common stock, stock consolidation, exchange of
      shares, reverse, reorganization or similar event that would dilute the
      ownership percentage of common stock of the COMPANY of the CALIFORNIA
      SHAREHOLDERS, LFG, TOTAL LOOK, or the DUTCH SHAREHOLDERS. In the event of
      such a diluting event, the COMPANY shall issue shares of common stock of
      the COMPANY, or identical securities of such issuance is of any security
      other than common stock (such as warrants or preferred stock) to the
      CALIFORNIA SHAREHOLDERS, LFG, TOTAL LOOK, or the DUTCH SHAREHOLDERS in
      such amounts as would make such parties’ ownership percentage the same, or
      approximately the same, percentage ownership as each party held prior to
      the diluting event.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (f)

            	
              It
      is hereby agreed by the COMPANY, the CALIFORNIA SHAREHOLDERS, LFG, TOTAL
      LOOK, and the DUTCH SHAREHOLDERS that the anti-dilution provisions herein
      shall not apply, and any anti-dilution rights shall be and are hereby
      waived by the CALIFORNIA SHAREHOLDERS, LFG, TOTAL LOOK, and the DUTCH
      SHAREHOLDERS, in the event of  the issuance of shares of common
      stock pursuant to a “bonafide financing,” an acquisition of another entity
      or property, or as part of a settlement of a lawsuit, arbitration, or
      other legal conflict; provided, however, that
      this exception shall not apply to any acquisition or settlement unless
      each of the following conditions are
satisfied:

            


    

    
      	
               
      

            	
              (i)

            	
              The
      acquisition or settlement is with a party that is not an officer or
      director or ten percent or more shareholder of the Company, or any party
      to this Agreement;

            


    

    
      	
               
      

            	
              (ii)

            	
              The
      acquisition or settlement is negotiated in good faith, in an arm’s length
      negotiation, on terms that are fair and reasonable to the
      Company;

            


    

    
      	
               
      

            	
              (iii)

            	
              The
      Company shall offer to sell to CALIFORNIA SHAREHOLDERS, LFG, TOTAL LOOK,
      and the DUTCH SHAREHOLDERS, a number of shares of common stock, at the
      price per share reasonably attributed to the consideration received by the
      Company for the shares issued pursuant to the acquisition or settlement,
      equal to the percentage of shares owned by each such shareholder as a
      percentage of the total number of shares held by all such
      shareholders.  Thus, for example only, assume the total number
      of shares of common stock of the Company owned by all of CALIFORNIA
      SHAREHOLDERS, LFG, TOTAL LOOK, and the DUTCH SHAREHOLDERS is 1,000,000
      shares, and TOTAL LOOK owns 200,000 of such shares.  The Company
      then issues 100,000 shares pursuant to a settlement or acquisition in
      which the shares of common stock are valued at $0.10 per
      share.  In such case, TOTAL LOOK would have the right to
      purchase 20,000 shares for $0.10 per share.  A shareholder shall
      have thirty days to accept and purchase its allotment of shares, starting
      from the date of its receipt of (i) written notice by the Company of such
      shareholders right to purchase shares, including the number of shares and
      the purchase price of such shares, and a reasonable description of the
      event triggering such right, and (ii) a copy of the relevant acquisition
      or settlement agreement.

            


    

    


    
      	
               
      

            	
              (g)

            	
              “Bonafide
      financing” consists of an event where by the COMPANY issues shares of
      common stock of the COMPANY in exchange for capital investment made into
      the COMPANY including offers and sales of COMPANY common stock made
      pursuant to an exemption from registration pursuant to the United States
      Securities and Exchange Commission, public or private offerings for the
      purpose of raising capital for the COMPANY, or other similar such capital
      raising activities. “Bonafide financing” does not include the trading of
      COMPANY shares now registered and trading on any exchange.  In
      the event of a Bonafide financing, the Company shall offer to each of
      CALIFORNIA SHAREHOLDERS, LFG, TOTAL LOOK, and the DUTCH SHAREHOLDERS, the
      right to purchase shares pursuant to such offering at the lowest price as
      is offered to or accepted from any other
party.

            


    

    


    
      	
               
      

            	
              (h)

            	
              The
      shares subject to the anti-dilution provisions will be non-dilutable as
      long as such shares are owned by the CALIFORNIA SHAREHOLDERS, LFG, TOTAL
      LOOK and the DUTCH SHAREHOLDERS.  If such shares are sold,
      gifted, transferred, traded, lost, encumbered by a third-party or
      otherwise become no longer in the possession and control of such original
      shareholder (the CALIFORNIA SHAREHOLDERS, LFG, TOTAL LOOK or the DUTCH
      SHAREHOLDERS), or subject to the control or interest of a third-party,
      then the CALIFORNIA SHAREHOLDERS, LFG, TOTAL LOOK and the DUTCH
      SHAREHOLDERS hereby agree that the anti-dilution provisions described
      herein for such shares no longer apply.  For clarification, any
      shares transferred or sold in a private transaction to an affiliate of the
      transferor, such as a trust or other entity owned in whole or in part by
      the transferor or its affiliates, shall not be deemed to terminate the
      anti-dilution rights described
herein.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section
6.  Sales Commission

    


    The COMPANY, the CALIFORNIA
SHAREHOLDERS, and LFG hereby memorialize their desire to enter into subsequent
sale commission agreements as follows.

    


    
      	
               
      

            	
              (a)

            	
              The
      COMPANY, the CALIFORNIA SHAREHOLDERS, and LFG hereby agree that LFG will
      be paid a 5% commission of the gross sale for any sales made through
      individuals and/or entities that are introduced to the COMPANY by the
      CALIFORNIA SHAREHOLDERS or LFG or their
  affiliates.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Each
      such sales commission shall be memorialized and further described and
      defined in separate agreements made with regard to each sale or customer
      that the CALIFORNIA SHAREHOLDERS or LFG introduce to the
      COMPANY.

            


    

    


    Section
7. Releases

    


    Each
party to this AGREEMENT,
upon execution of this AGREEMENT, hereby releases and
discharges from liability each and all other parties hereto as
follows:  CALIFORNIA SHAREHOLDERS, LFG, TOTAL LOOK, and the DUTCH
SHAREHOLDERS

    


    
      	
               
      

            	
              (a)

            	
              The
      Releases:

            


    

    
      	
               
      

            	
              a.

            	
              Upon
      the execution of this AGREEMENT, the COMPANY,
      TOTAL LOOK AND THE DUTCH SHAREHOLDERS each hereby releases and discharges
      each of the COMPANY, THE CALIFORNIA SHAREHOLDERS, LFG, and their
      respective agents, assigns, attorneys, directors, employees, officers,
      managers, members, trustees, beneficiaries, parents, partners,
      predecessors, representatives, subsidiaries, successors, transferees, and
      all other similar such individuals and entities, and all persons acting
      by, through, under or in concert with any of them, and each of them from
      any and all actions, causes of action, claims, costs, damages, debts,
      demands, expenses, liabilities, losses and obligations of every nature,
      character and description, known or unknown, suspected or unsuspected,
      actual or contingent, which the releasing party now owns or holds, or has
      at any time heretofore owned or held, or may at any time hereafter own or
      hold, by reason of any matter, cause or thing whatsoever incurred, done,
      omitted or suffered to be done arising out of, or which may hereafter be
      claimed to arise out of, related to or in any way directly or indirectly
      connected with any fact, circumstance or event existing on or prior to the
      date hereof (all such released or discharged claims and items,
      collectively, the “Company Released
Claims”.

            


    

    
      	
               
      

            	
              b.

            	
              Upon
      the execution of this AGREEMENT, LFG and the
      CALIFORNIA SHAREHOLDERS each hereby releases and discharges the COMPANY,
      TOTAL LOOK AND THE DUTCH SHAREHOLDERS, and their respective agents,
      assigns, attorneys, directors, employees, officers, managers, parents,
      partners, predecessors, representatives, subsidiaries, successors,
      transferees, and all other similar such individuals and entities, and all
      persons acting by, through, under or in concert with any of them, and each
      of them from any and all actions, causes of action, claims, costs,
      damages, debts, demands, expenses, liabilities, losses and obligations of
      every nature, character and description, known or unknown, suspected or
      unsuspected, actual or contingent, which the releasing party now owns or
      holds, or has at any time heretofore owned or held, or may at any time
      hereafter own or hold, by reason of any matter, cause or thing whatsoever
      incurred, done, omitted or suffered to be done arising out of, or which
      may hereafter be claimed to arise out of, related to or in any way
      directly or indirectly connected with any fact, circumstance or event
      existing on or prior to the date hereof (all such released or discharged
      claims and items, collectively, the “LFG Released Claims,” and, together
      with the Company Released Claims, the “Released
  Claims”).

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      releases provided herein shall not be deemed an admission by any of the
      parties hereto of any sort. No right shall inure to any third party from
      the obligations, representations and agreements made or reflected
      herein.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (c)

            	
              Each
      of the parties to this AGREEMENT represents and
      warrants that it alone is the owner of the Released Claims, that it has
      not heretofore assigned or transferred, nor purported to assign or
      transfer to any third party, and is not aware of any third party, who
      might assert some interest in any of the Released Claims. Each party to
      this AGREEMENT
      further agrees to indemnify, defend and hold harmless the other from all
      liability, claims, demands, damages, costs, expenses and attorneys’ fees
      incurred by another party to this AGREEMENT as a result of
      any third party asserting any such assignment or transfer of any such
      interest, right or claim.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Each
      of the parties to this AGREEMENT represents and
      warrants that none of the Released Claims is subject to any purported or
      actual lien, security interest, encumbrance or other contractual right of
      any third party. Each Party further agrees to indemnify, defend and hold
      harmless the other from all liability, claims, demands, damages, costs,
      expenses and attorneys’ fees incurred by another party to this AGREEMENT as a result of
      any third party asserting the existence of any of the
      foregoing.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Each
      of the parties to this AGREEMENT acknowledges
      that it has read this AGREEMENT, has been, or
      has had the opportunity to be, represented by independent counsel of their
      own choice in connection with the circumstances leading up to the
      execution of the releases herein, understands the terms, conditions and
      consequences of such releases, and is freely and voluntarily entering into
      such releases.

            


    

     

    
      	
               
      

            	
              (f)

            	
              By
      execution of this AGREEMENT and the
      releases contained in this Section, each releasing party represents and
      warrants to the released parties that no claim that he, she, or it has,
      had, might have or might have had in the past against any person or entity
      released hereby, has previously been conveyed, assigned, or in any manner
      transferred, in whole or in part, to any third party. Each releasing party
      expressly represents and warrants to all others that he, she or it has
      full authority to enter into this AGREEMENT and grant the
      releases contained in this Section.

            


    

     

    Section
8.  Purpose

    


    It is
expressly understood and agreed that the terms of this AGREEMENT are contractual and
not merely recitations and that the agreements herein are to made in an effort
to resolve disputed claims among the parties herein, avoid litigation, and buy
peace and that no releases or other consideration given shall be construed as an
admission of liability, all liability being expressly denied by each released
party hereto.

    


    Section
9.  Entire Agreement 

    


    It is
understood and agreed that this AGREEMENT contains the entire
agreement between the parties and supersedes any and all prior agreements,
arrangements, or understandings between the parties relating to the subject
matter hereof. No oral understandings, statements, representations, warranties,
promises, or inducements contrary to the terms of this AGREEMENT or otherwise not
contained in this AGREEMENT exist. This AGREEMENT cannot be changed or
terminated except in writing signed by all parties hereto. The rights, duties
and obligations of the Parties under this AGREEMENT shall operate
independently of any other relationship, contractual or otherwise, between the
Parties.

    


    Section
10.  Amendments and
Waivers

    


    No
amendment to this AGREEMENT shall be valid or
binding unless set forth in writing and duly executed by all of the parties
hereto.  No waiver of any breach of any term or provision of this
AGREEMENT shall be
effective or binding unless made in writing and signed by the party purporting
to give the same and, unless otherwise provided in the written waiver, shall be
limited to the specific breach waived.

    


    Section
11.  Governing Law

    


    This
AGREEMENT shall be
construed in all respects in accordance with the internal laws of the State of
California applicable to agreements made and to be performed entirely within
California. Any dispute which relates to the subject matter hereof, or arises
herefrom, shall be resolved in an appropriate forum in the State of California,
city of Santa Monica.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section
12.  Complete Agreement

    


    By
execution of this AGREEMENT, each party warrants
and represents that he understands that this is a full, final, and complete
settlement with each party released hereby of all known and unknown claims. The
releases from each party hereto are not conditioned upon the occurrence or
nonoccurrence of any event or the granting of any consent or approval or related
to or dependent upon any other event or any agreement or business transaction
between such parties.

    


    Section
13.  Binding upon
Successors

    


    This
AGREEMENT shall be
binding upon and shall inure to the benefit of the parties and their respective
heirs, successors, representatives, assigns, affiliates, agents, shareholders,
directors, employees and attorneys, past and present, and each of
them.

    


    Section
14.  Severability

    


    If any
provision of this AGREEMENT is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this AGREEMENT will
remain in full force and effect. Any provision of this AGREEMENT held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.

    


    Section
15.  Counterparts

    


    This
AGREEMENT may be signed
in one or more counterparts, each of which shall constitute an original but all
of which, when taken together, shall constitute one and the same agreement. If
this AGREEMENT is
executed in counterparts, then each party shall execute sufficient counterpart
signature pages for each party, ultimately, to be provided with an originally
executed counterpart signature page from each party.

    


    Section
16.  Gender and Number

    


    Each
gender shall include the other genders and the plural shall include the singular
and vice versa whenever the context may require in this AGREEMENT.

    


    Section
17.  Authority

    


    Each of
the individuals whose signature appears below hereby represents and warrants
that he or she has actual authority to enter into this AGREEMENT on behalf of the
entity on whose behalf he or she signs this AGREEMENT and does so to the
fullest extent of his or her authority, whether as an individual, officer,
director, shareholder, partner, joint venturer or otherwise.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    This
AGREEMENT is hereby
entered into and executed pursuant to the terms described herein by the
undersigned parties on this ______ day of April, 2009.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          GENMED HOLDING CORP.

                                        	 	
                                          HYPERION
      FUND, L.P.

                                        
	 
      	 	 
      
	
                                          /s/ Erwin R. Bouwens

                                        	 	      
                                          /s/
      Illegible

                                        
	
                                          Erwin
      R. Bouwens

                                        	 	 
      
	
                                          Chief
      Executive Officer

                                        	 	 
      
	
                                           
             

                                        	 	 
      
	
                                          TOTAL
      LOOK BV

                                        	 	
                                          PALISADES
      CAPITAL, LLC 401(K) PROFIT SHARING TRUST

                                        
	 
      	 	 
      
	
                                          /s/ G.M.W. Hibma

                                        	 	      
                                          /s/
      Illegible 
      

                                        
	
                                          G.M.W.
      Hibma

                                        	 	 
      
	 
      	 	 
      
	
                                          LONDON
      FINANCE GROUP, LTD.

                                        	 	
                                          MORPHEUS
      2005 TRUST

                                        
	 
      	 	 
      
	
                                          /s/
      Illegible

                                        	 	
                                                
                                            /s/
      Illegible

                                          

                                        
	 
      	 	 
      
	
                                          DOJO
      ENTERPRISES, LLC

                                        	 	
                                          BURTON
      PARTNERS, LLC

                                        
	 
      	 	 
      
	
                                                
                                            /s/
      Illegible

                                          

                                        	 	
                                                
                                            /s/
      Illegible

                                          

                                        
	
                                           
           

                                        	 	 
      
	
                                          MEDICAL
      NETWORK HOLDING BV

                                        	 	
                                          PICASSO,
      LLC

                                        
	 
      	 	 
      
	
                                          /s/ Erwin R. Bouwens

                                        	 	/s/
      Illegible
	
                                          Erwin
      R. Bouwens

                                        	 	 
      
	 
      	 	 
      
	
                                          WILLEM
      BLIJLEVEN

                                        	 	
                                          GLACIER,
      LLC

                                        
	 
      	 	 
      
	
                                          /s/ WILLEM BLIJLEVEN

                                        	 	      
                                          /s/
      Illegible 
      

                                        
	 
      	 	 
      
	
                                          JOOST
      DE METZ

                                        	 	 
      
	 
      	 	 
      
	
                                          /s/ JOOST DE METZ

                                        	 	 
      
	 
      	 	 
      
	
                                          E.R.
      BOUWENS BEHEERMAATSCHAPPIJ B.V.

                                        	 	 
      
	 
      	 	 
      
	
                                          /s/ Erwin R.
      Bouwens

                                        	 	 
      
	
                                          Erwin
      R. Bouwens