SEC Connect





 







Exhibit 10.1


 



EXECUTIVE EMPLOYMENT AGREEMENT


 


This
Executive Employment Agreement (this “Agreement”) is entered into as of
April 26th, 2017, by and between MEDITE Cancer Diagnostics, a
corporation (the “Company”), and Susan Weisman (the
“Executive” as
“Chief Financial Officer”).


 



Statement of Purpose


 


WHERREAS the
Company desires to employ Executive, and Executive desires to
accept such employment, on the terms and conditions set forth in
this Agreement;


 


WHERREAS Executive
acknowledges and agrees that through her association with the
Company as an employee, her will acquire a considerable amount of
knowledge and goodwill with respect to the business of the Company,
which knowledge and goodwill are highly valuable to the Company and
which would be detrimental to the Company if used by Executive to
compete with the Company; and


 


WHERREAS the
Company wishers to protect its investment in its business,
employees, customer relationships, and confidential information, by
requiring Executive to abide by certain restrictive covenants
regarding confidentiality and other matters, each of which is an
inducement to the Company to employ Executive;


 


NOW,
THEREFORE, in consideration of the foregoing, the mutual agreements
contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:


 


1. Employment.
Subject to the terms and conditions of this Agreement, the Company
employs Executive, and Executive accepts such employment,
commencing on April 26th, 2017 (the “Commencement Date”), and ending
when terminated by either party. In connection with
Executive’s employment hereunder, Executive’s prior
consulting relationship with the Company, and any consulting
agreement evidencing such relationship, is hereby terminated as of
the Commencement Date. Executive’s employment with the
Company is at-will, and either party can terminate the employment
relationship and/or this Agreement at any time, for any or no cause
or reason, and with or without prior notice.

 


2. Position;
Duties. Executive will serve as the Company’s Chief
Financial Officer (CFO). Executive will report to the
Company’s Chief Executive Officer. Executive will perform
such services for the Company and have such powers,
responsibilities and authority as are customarily associated with
her position and shall perform such other duties as may otherwise
be reasonably assigned to the Executive from time to time by the
Company. Executive will devote her full business time to the
affairs of the Company and to her duties hereunder, and will
perform her duties diligently and to the best of her ability, in
compliance with the Company’s policies and procedures and the
laws and regulations that apply to the Company’s
business.

 


3. Compensation
and Benefits. As compensation for the services to be
rendered by Executive under this Agreement, the Company will
provide the following compensation and benefits during
Executive’s employment hereunder.

 


(a) Base
Salary. The Company will initially pay Executive a base
salary at an annual rate of One Hundred Twenty Thousand Dollars
($120,000) (the “Base
Salary”). The Base Salary will be payable in bi-weekly
installments in accordance with the Company’s customary
payroll practices as in effect. The Base Salary will be reviewed by
the Company from time to time, and may be increased in the sole
discretion of the Chief Executive Officer and Board of Directors.
The Base Salary may also be decreased by the Company in connection
with any Company-wide decrease in executive compensation, provided
that in connection with such reduction Executive will not
experience a proportional decrease greater than that of any other
similarly-situated employe

 


(b) Annual
Bonus. Executive will be
eligible to receive an annual calendar year bonus (the
“Annual Bonus”) in an amount, and based on such criteria,
as determined in the reasonable discretion of the Chief
Executive Officer and Company’s Board of Directors (the
“Board”). (For the
partial year 2017 a bonus amount will be established with important
milestones determined to direct the amount and timing of such
bonus). Going forward the
Annual Bonus for any given year will be payable between January 1
and March 15 in the year immediately following the year in which
the Annual Bonus, if any, is earned. Executive must be employed by
the Company on the date on which the Annual Bonus is paid in order
to receive the Annual Bonus for that year. The Chief Executive
Officer will have the sole discretion to establish any applicable
bonus criteria, to determine whether and to what extent the
criteria have been met, to determine whether to pay an Annual
Bonus, and to determine the amount of
the Annual Bonus.

 


 




 


 








 





 


(c) Restricted
Stock. Subject to approval by the Board, the Company will
grant to Executive 200,000 shares of the restricted common stock of
the Company (the
“Shares”). The Shares will vest and be issued
in three (3) equal installments on each of the first three
annual anniversary dates of the Commencement Date, so long as
Executive remains employed by the Company through each such vesting
date. In addition, any unvested Shares
will automatically accelerate and become vested upon a Change in
Control (as defined below), so long as Executive remains employed
by the Company on the date of such Change in Control. For
purposes of this Agreement, “Change in Control” means the
occurrence, in a single transaction or in a series of related
transactions, of any one or more of the following events (excluding
in any case transactions in which the Company or its successors
issues securities to investors primarily for capital raising
purposes): (i) the acquisition by a third party of securities of
the Company representing more than fifty percent (50%) of the
combined voting power of the Company’s then outstanding
securities other than by virtue of a merger, consolidation or
similar transaction; (ii) a merger, consolidation or similar
transaction following which the stockholders of the Company
immediately prior thereto do not own at least fifty percent (50%)
of the combined outstanding voting power of the surviving entity
(or that entity’s parent) in such merger, consolidation or
similar transaction; or (iii) the sale, lease, exclusive license or
other disposition of all or substantially all of the assets of the
Company.

 


(d) Vacation.
Executive will be entitled to paid
vacation days in accordance with the Company’s vacation
policy. Unless otherwise provided by the Company’s vacation
policy, accrued but unused vacation time does not carry over from
one calendar year to the next, and is not paid out upon termination
for any reason.

 


(e) Benefits.
Executive will be eligible to participate in any medical, dental,
profit sharing or other employee benefit plans of the Company, if
any, on the same basis and subject to the same qualifications and
limitations, as other similarly situated employees of the Company.
In addition, prior to such time as the Company offers group health
insurance to its employees, the Company will provide to Executive a
reimbursement of monthly amount of up to $923, which amount
Executive may use to purchase health insurance for herself and her
family. This amount may increase from time to time based on premium
increases. Such reimbursement will end when the Company offers
group health insurance to its employees, with similar terms and
coverage, or when Executive’s employment ends, whichever
comes earlier. Coverage for Executive will be paid in full by the
Company, or up to the reimbursement level to Executive at the time
of the implementation of a group health insurance plan. Nothing in
this Agreement will be deemed to alter the Company’s rights
to modify or terminate any such plans or programs in its sole
discretion.

 


(f) Withholdings.
The Company will withhold from any amounts payable under this
Agreement such federal, state and local taxes as the Company
determines are required to be withheld pursuant to applicable
law.

 


4. Reimbursement
of Expenses. The Company will reimburse Executive for all
reasonable business expenses incurred by Executive in connection
with the performance of her duties hereunder, subject to
Executive’s compliance with the Company’s reimbursement
policies in effect from time to time. Such reimbursements will be
made in a timely manner and in accordance with the policies of the
Company. The Executive is to submit all expenses incurred no later
than December 31 of the year following the year in which Executive
incurs such expense. The amount of expenses eligible for
reimbursement during one year will not affect the expenses eligible
for reimbursement in any other year, and is not subject to
liquidation or exchange for another benefit.

 


5. Effect
of Termination. When Executive’s employment with the Company
is terminated for any reason, Executive, or her estate, as the case
may be, will be entitled to receive the compensation and benefits
earned through the effective date of termination, along with
reimbursement for any outstanding
business expenses that Executive has timely submitted for
reimbursement in accordance with the Company’s expense
reimbursement policy or practice. Except as expressly
provided above or as otherwise required by law, the Company will
have no obligations to Executive in the event of the termination of
this Agreement for any reason.

 


6. Representations
of Executive. Executive represents and warrants that she is
not obligated or restricted under any agreement (including any
non-competition or confidentiality agreement), judgment, decree,
order or other restraint of any kind that could impair her ability
to perform the duties and obligations required hereunder. Executive
further agrees that she will not divulge to the Company any
confidential information and/or trade secrets belonging to others,
including Executive’s former employers, nor will the Company
seek to elicit from Executive such information. Consistent with the
foregoing, Executive will not provide to the Company, and the
Company will not request, any documents or copies of documents
containing such information.

 




 








 





 

7. Confidential
Information.

 


(a) Executive
acknowledges that the Company will give Executive access to certain
highly-sensitive, confidential, and proprietary information
belonging to the Company (or third parties who may have furnished
such information under obligations of confidentiality), relating to
and used in the Company’s business (collectively,
“Confidential
Information”). Executive acknowledges that, unless
otherwise available to the public, Confidential Information
includes, but is not limited to, the following categories of
Company related confidential or proprietary information and
material: financial statements and information; budgets, forecasts,
and projections; business and strategic plans; marketing, sales,
and business development strategies; research and development
projects; records relating to any intellectual property developed
by, owned by, controlled, or maintained by the Company; information
related to the Company’s inventions, research, products,
designs, methods, formulae, techniques, systems, processes;
customer lists; non-public information relating to the
Company’s customers, suppliers, distributors, or investors;
the specific terms of the Company’s agreements or
arrangements, whether oral or written, with any customer, supplier,
vendor, or contractor with which the Company may be associated from
time to time; and any and all information relating to the operation
of the Company’s business which the Company may from time to
time designate as confidential or proprietary or that Executive
reasonably knows should be, or has been, treated by the Company as
confidential or proprietary. Confidential Information encompasses
all formats in which information is preserved, whether electronic,
print, or any other form, including all originals, copies, notes,
or other reproductions or replicas thereof.

 


(b) Confidential
Information does not include any information that: (i) at the time
of disclosure is generally known to, or readily ascertainable by,
the public; (ii) becomes known to the public through no fault of
Executive or other violation of this Agreement; or (iii) is
disclosed to Executive by a third party under no obligation to
maintain the confidentiality of the information.

 


(c) Executive
acknowledges that the Confidential Information is owned or licensed
by the Company (or is possessed by the Company with the permission
of its owner); is unique, valuable, proprietary and confidential;
derives independent actual or potential commercial value from not
being generally known or available to the public; and is subject to
reasonable efforts to maintain its secrecy. Executive hereby
relinquishes, and agrees that she will not at any time claim, any
right, title or interest of any kind in or to any Confidential
Information.

 


(d) During
and after her employment with the Company, Executive will hold in
trust and confidence all Confidential Information, and will not
disclose any Confidential Information to any person or entity,
except in the course of performing duties assigned by the Company
or as authorized in writing by the Company. Executive further
agrees that during and after her employment with the Company,
Executive will not use any Confidential Information for the benefit
of any third party, except in the course of performing duties
assigned by the Company or as authorized in writing by the
Company.

 


(e) The
restrictions in Section 7(d) above will not apply to any
information the extent that that Executive is required to disclose
such information by law, provided that the Executive (i) notifies
the Company of the existence and terms of such obligation, (ii)
gives the Company a reasonable opportunity to seek a protective or
similar order to prevent or limit such disclosure, and (iii) only
discloses that information actually required to be
disclosed.

 


(f) Return
of Property. Upon request during employment and immediately
at the termination of her employment, Executive will return to the
Company all Confidential Information in any form (including all
copies and reproductions thereof) and all other property whatsoever
of the Company in her possession or under her control. If requested
by the Company, Executive will certify in writing that all such
materials have been returned to the Company. Executive also
expressly agrees that immediately upon the termination of her
employment with the Company for any reason, Executive will cease
using any secure website, computer systems, e-mail system, or phone
system or voicemail service provided by the Company for the use of
its employees.

 


8. Assignment
of Inventions.

 


(a) Executive
agrees that all developments or inventions (including without
limitation any and all software programs (source and object code),
algorithms and applications, concepts, designs, discoveries,
improvements, processes, techniques, know-how and data) that result
from work performed by Executive for the Company or relate to the
business of the Company, whether or not patentable or registrable
under copyright or similar statutes or subject to analogous
protection (“Inventions”), will be the sole and
exclusive property of the Company or its nominees, and Executive
will and hereby does assign to the Company all rights in and to
such Inventions upon the creation of any such Invention, including,
without limitation: (i) patents, patent applications and
patent rights throughout the world; (ii) rights associated with
works of authorship throughout the world, including copyrights,
copyright applications, copyright registrations, mask work rights,
mask work applications and mask work registrations; (iii) rights
relating to the protection of trade secrets and confidential
information throughout the world; (iv) rights analogous to those
set forth herein and any other proprietary rights relating to
intangible property; and (v) divisions, continuations, renewals,
reissues and extensions of the foregoing (as applicable), now
existing or hereafter filed, issued or acquired (collectively, the
“IP
Rights”).

 




 








 





 


(b) For
avoidance of doubt, if any Invention falls within the definition of
“work made for hire” as such term is defined in 17
U.S.C. § 101, such Invention(s) will be considered
“work made for hire” and the copyright of such
Invention(s) will be owned solely and exclusively by the Company.
If any Invention does not fall within such definition of
“work made for hire” then Executive’s right,
title and interest in and to such Invention(s) will be assigned to
the Company pursuant to Section 8(a) above.

 


(c) The
Company and its nominees will have the right to use and/or to apply
for statutory or common law protections for such Inventions in any
and all countries. Executive further agrees, at the Company’s
expense, to: (i) reasonably assist the Company in obtaining and
from time to time enforcing such IP Rights relating to Inventions,
and (ii) execute and deliver to the Company or its nominee upon
reasonable request all such documents as the Company or its nominee
may reasonably determine are necessary or appropriate to effect the
purposes of this Section 8, including assignments of inventions.
Such documents may be necessary to: (1) vest in the Company or its
nominee clear and marketable title in and to Inventions; (2) apply
for, prosecute and obtain patents, copyrights, mask works rights
and other rights and protections relating to Inventions; or (3)
enforce patents, copyrights, mask works rights and other rights and
protections relating to Inventions. Executive’s obligations
pursuant to this Section 8 will continue beyond the termination of
Executive’s employment with the Company. If the Company is
unable for any reason to secure Executive’s signature to any
lawful and necessary document required to apply for or execute any
patent, trademark, copyright or other applications with respect to
any Inventions (including renewals, extensions, continuations,
divisions or continuations in part thereof), Executive hereby
irrevocably designates and appoints the Company and its
then-current Chairman of the Board of MEDITE Cancer Diagnostics as
Executive’s agent and attorney-in-fact to act for and in
behalf and instead of Executive, to execute and file any such
application and to do all other lawfully permitted acts to further
the prosecution and issuance of patents, trademarks, copyrights or
other rights thereon with the same legal force and effect as if
executed by Executive.

 


(d) The
obligations of Executive under Section 8(a) above will not apply to
any Invention that Executive developed entirely on her own time
without using the Company’s equipment, supplies, facility or
trade secret information, except for those Inventions that (i)
relate to the Company’s business or actual or demonstrably
anticipated research or development, or (ii) result from any work
performed by Executive for Company. Executive will bear the burden
of proof in establishing the applicability of this subsection to a
particular circumstance.

 


9. Restrictive
Covenants.

 


(a) Purpose.
Executive understands and agrees that the purpose of this Section 9
is solely to protect the Company’s legitimate business
interests, including, but not limited to its confidential and
proprietary information, customer relationships and goodwill, and
the Company’s competitive advantage, and is not intended to
impair, nor will it impair, Executive’s ability or right to
work or earn a living. Therefore, Executive agrees to be subject to
restrictive covenants under the following terms.

 


(b) Definitions.
As used in this Agreement, the following terms have the meanings
given to such terms below.

 


(i) “Business”
means (A) the research, development, production, marketing, sale
and distribution of products, technologies and consumables used in
histology and cytology on a worldwide basis. and (B) the
business(es) in which the Company was engaged at the time of, or
during the twelve (12) month period prior to, the termination of
Executive’s employment with the Company for any
reason.

 


(ii) “Company
Employee” means any person who is or was an employee
or consultant of the Company at the time of, or during the twelve
(12) month period prior to, the termination of Executive’s
employment with the Company for any reason.

 


(iii) “Customer”
means any person or entity who is or was a customer or client of
the Company at the time of, or during the twelve (12) month period
prior to, the termination of Executive’s employment with the
Company for any reason and with whom Executive had dealings on
behalf of the Company in the course of her employment with the
Company.

 


(iv) “Prospective
Customer” means any
person or entity to whom, within the six (6) months prior to the
termination of Executive’s employment the Company had
submitted proposals to for services of which Executive has
knowledge, whether or not such proposals have yet to be executed
into contracts; provided that the Company has a legitimate
expectation of doing business with such person or entity and
provided further that Executive had material business contacts with
such person or entity on behalf of the Company, whether such
contact was initiated by the person or entity or by
Executive.

 




 








 





 


(v) “Restricted
Period” means the period commencing on the date of
termination of Executive’s employment with the Company for
any reason and ending twelve (12) months after such date, provided,
however, that this period will not run during any time Executive is
in violation of this Section 9, it being the intent of the parties
that the Restricted Period will be extended for any period of time
in which Executive is in violation of this Section 9.

 


(vi) “Restricted
Territory” means the
entire world, it being understood that the Company’s business
is worldwide in scope. In the event that the preceding definition
of Restricted Territory is deemed by a court of competent
jurisdiction to be too broad to be enforced under the
circumstances, then “Restricted Territory” will mean
(A) any country in which the Company does business as of the date
of termination of Executive’s employment with the Company for
any reason, including without limitation any country in which the
Company has offices, facilities, customers or employees; (B) the
United States of America; and (C) any State, province, or similar
political subdivision to which the Executive directed or in which
Executive performed employment-related activities on behalf of the
Company at the time of, or during the twelve (12) month period
prior to, the termination of Executive’s employment with the
Company for any reason.

 


(c) Non-Competition.
During her employment with the Company, Executive will not, on her
own behalf or on behalf of any other person, engage in any business
competitive with or adverse to that of the Company. In addition,
during her employment with the Company and during the Restricted
Period, Executive will not hold a position based in or with
responsibility for all or part of the Restricted Territory, with
any person or entity engaging in the Business, whether as employee,
consultant, or otherwise, in which Executive will have duties, or
will perform or be expected to perform services for such person or
entity, that is or are the same as or substantially similar to the
position held by Executive or those duties or services actually
performed by Executive for the Company within the twelve (12) month
period immediately preceding the termination of Executive’s
employment with the Company, or in which Executive will use or
disclose or be reasonably expected to use or disclose any
confidential or proprietary information of the Company for the
purpose of providing, or attempting to provide, such person or
entity with a competitive advantage with respect to the
Business.

 


(d) Non-Solicitation.
During her employment with the Company and during the Restricted
Period, Executive will not, directly or indirectly, on
Executive’s own behalf or on behalf of any other
party:

 




(i)

Call upon, solicit,
divert, encourage or attempt to call upon, solicit, divert, or
encourage any Customer or Prospective
Customer for purposes of marketing, selling, or providing
products or services to such Customer or Prospective Customer that are competitive
with those offered by the Company;





 




(ii)

Accept as a
customer any Customer or Prospective
Customer for purposes of marketing, selling, or providing
products or services to such Customer or Prospective Customer that are competitive
with those offered by the Company;





 




(iii)

Induce, encourage,
or attempt to induce or encourage any Customer to reduce, limit, or
cancel its business with the Company; or





 




(iv)

Solicit, induce, or
attempt to solicit or induce any Company Employee to terminate her
or her employment or engagement with the Company.





 


(e) Reasonableness
of Restrictions. Executive acknowledges and agrees that the
restrictive covenants in this Agreement (i) are essential elements
of Executive’s employment by the Company and are reasonable
given Executive’s access to the Company’s Confidential
Information and the substantial knowledge and goodwill Executive
will acquire with respect to the business of the Company as a
result of her employment with the Company, and the unique and
extraordinary services to be provided by Executive to the Company;
and (ii) are reasonable in time, territory, and scope, and in all
other respects.

 


(f) Judicial
Modification. Should any part or provision of this Section 9
be held invalid, void, or unenforceable in any court of competent
jurisdiction, such invalidity, voidness, or unenforceability will
not render invalid, void, or unenforceable any other part or
provision of this Agreement. The parties further agree that if any
portion of this Section 9 is found to be invalid or unenforceable
by a court of competent jurisdiction because its duration,
territory, or other restrictions are deemed to be invalid or
unreasonable in scope, the parties intend that the Court will, to
the maximum extent permitted by law, replace the invalid or
unreasonable terms with terms that are valid and enforceable and
that come closest to expressing the intention of such invalid or
unenforceable terms.

 


 




 








 





 


10. Enforcement.
Executive acknowledges and agrees that the Company will suffer
irreparable harm in the event that Executive breaches any of
Executive’s obligations under Sections 7, 8 or 9 of this
Agreement and that monetary damages would be inadequate to
compensate the Company for such breach. Accordingly, Executive
agrees that, in the event of a breach by Executive of any of
Executive’s obligations under Sections 7, 8 or 9 of this
Agreement, the Company will be entitled to obtain from any court of
competent jurisdiction preliminary and permanent injunctive relief
in order to prevent or to restrain any such breach. The Company
will be entitled to recover its costs incurred in connection with
any action to enforce Sections 7, 8 or 9 of this Agreement,
including reasonable attorneys’ fees and
expenses.

 


11. Advertising
Waiver. Executive agrees to permit the Company and/or its
affiliates, and persons or other organizations authorized by the
Company and/or its affiliates, to use, publish and distribute
advertising or sales promotional literature concerning the products
and/or services of the Company and/or its affiliates, in which the
Executive’s name and/or pictures of the Executive taken in
the course of the Executive’s provision of services to the
Company and/or its affiliates, appear. The Executive hereby waives
and releases any claim or right the Executive may otherwise have
arising out of such use, publication or distribution.

 


12. Miscellaneous.

 


(a) Entire
Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and
supersedes all prior agreements (whether written or oral and
whether express or implied) between the parties to the extent
related to such subject matter.

 


(b) Successors
and Assigns. This Agreement will be binding upon and inure
to the benefit of the parties and their respective successors,
permitted assigns and, in the case of Executive, heirs, executors,
and/or personal representatives. The Company may freely assign or
transfer this Agreement to an affiliated company or to a successor
following a merger, consolidation, sale of assets, or other
business transaction. Executive may not assign, delegate or
otherwise transfer any of Executive’s rights, interests or
obligations in this Agreement without the prior written approval of
the Company.

 


(c) Counterparts.
This Agreement may be executed in one or more counterparts, each of
which will be deemed an original but all of which together will
constitute one and the same agreement. Facsimile or PDF
reproductions of original signatures will be deemed binding for the
purpose of the execution of this Agreement.

 


(d) Notices.
Any notice pursuant to this Agreement must be in writing and will
be deemed effectively given to the other party on (i) the date it
is actually delivered by personal delivery of such notice in person
or overnight courier service (such as FedEx); or (ii) three days
after its deposit in the custody of the U.S. mail, certified or
registered postage prepaid, return receipt requested; in each case
to the appropriate address shown below (or to such other address as
a party may designate by notice to the other party):

 


	
 If to
Executive:

	
 Susan
Weisman


	
 

	
 816 Hampton
Court


	
 

	
 Weston, Florida
33326


	
 

	
 


	
 If to
Company: 


	
 MEDITE Cancer
Diagnostics, Inc.


	
 

	
 4203 SW
34TH
Street


	
 

	
 Orlando, Florida
32811


	
 

	
 Attention: Chairman
Board of Directors






 


(e) Amendments
and Waivers. No amendment of any provision of this Agreement
will be valid unless the amendment is in writing and signed by the
Company and Executive. No waiver of any provision of this Agreement
will be valid unless the waiver is in writing and signed by the
waiving party. The failure of a party at any time to require
performance of any provision of this Agreement will not affect such
party’s rights at a later time to enforce such provision. No
waiver by a party of any breach of this Agreement will be deemed to
extend to any other breach hereunder or affect in any way any
rights arising by virtue of any other breach.

 


(f) Severability.
Each provision of this Agreement is severable from every other
provision of this Agreement. Any provision of this Agreement that
is determined by any court of competent jurisdiction to be invalid
or unenforceable will not affect the validity or enforceability of
any other provision. 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.

 




 








 





 


(g) Construction. The
section headings in this Agreement are inserted for convenience
only and are not intended to affect the interpretation of this
Agreement. Any reference in this Agreement to any
“Section” refers to the corresponding Section of this
Agreement. The word “including” in this Agreement means
“including without limitation.” This Agreement will be
construed as if drafted jointly by the Company and Executive and no
presumption or burden of proof will arise favoring or disfavoring
the Company or Executive by virtue of the authorship of any
provision in this Agreement. All words in this Agreement will be
construed to be of such gender or number as the circumstances
require.

 


(h) Survival.
The terms of Sections 6, 7, 8, 9, 10, 11, and 12 will survive the
termination of this Agreement for any reason.

 


(i) Remedies
Cumulative. The rights and remedies of the parties under
this Agreement are cumulative (not alternative) and in addition to
all other rights and remedies available to such parties at law, in
equity, by contract or otherwise.

 


(j) Governing
Law. This Agreement will be governed by the laws of the
State of Florida without giving effect to any choice or conflict of
law principles of any jurisdiction.

 


(k) Venue.
The parties agree that any litigation arising out of or related to
this Agreement or Executive’s employment by Company will be
brought exclusively in any state or federal court in Orange County,
Florida. Each party (i) consents to the personal jurisdiction of
said courts, (ii) waives any venue or inconvenient forum defense to
any proceeding maintained in such courts, and (iii) except as
expressly provided above, agrees not to bring any proceeding
arising out of or relating to this Agreement or Executive’s
employment by Company in any other court.

 


 


IN
WITNESS WHERREOF, the parties hereto have executed and delivered
this Agreement as of the date first written above.


 


	


EXECUTIVE:


 


 


 


 


/s/ Susan
Weisman 


Susan
Weisman


 

	


COMPANY:


 


MEDITE
Cancer Diagnostics, Inc.


 


 


By:
/s/ David
Patterson                                    




Chief
Executive Officer