Blueprint





 







Exhibit 10.1


 



EXECUTIVE EMPLOYMENT AGREEMENT


 


This
Executive Employment Agreement (this “Agreement”) is entered into as of
October 31, 2016, by and between MEDITE Cancer Diagnostics, Inc.,
(the “Company”),
and David Patterson (the “Executive” as “Chief
Executive Officer”).


 



Statement of Purpose


 


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


 


WHEREAS
Executive acknowledges and agrees that through his association with
the Company as an employee, he 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


 


WHEREAS
the Company wishes 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:


 



    



Employment. Subject to the terms and
conditions of this Agreement, the Company employs Executive, and
Executive accepts such employment, commencing on October 31, 2016
(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.







 

Position; Duties. Executive will serve
as the Company’s Chief Executive Officer (CEO). Executive
will report to the Company’s Board of Directors. Executive
will perform such services for the Company and have such powers,
responsibilities and authority as are customarily associated with
his 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 his full business time to the
affairs of the Company and to his duties hereunder, and will
perform his duties diligently and to the best of his ability, in
compliance with the Company’s policies and procedures and the
laws and regulations that apply to the Company’s
business.







 

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.






      
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 2 equal installments per month 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 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 employee. An accrual of $5000
per month starting July 1st and ending upon the Commencement Date
will be paid upon signing of the employment agreement in two equal
payments. The first payment to be made the day of signing the
agreement and the second payment made 30 days after the agreement
signing date.




 

-1-








 






      
Annual Bonus. Executive will be eligible to receive an annual
calendar year bonus (the “Annual Bonus”) of minimum $50,000, and based on such
criteria, as determined in the reasonable discretion of the
Company’s Board of Directors (the “Board”) and the Chief Executive
Officer. 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. For 2016 the bonus will be prorated for remaining
months. 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 Board 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.


          
Restricted Stock . Subject
to approval by the Board, the Company will grant to Executive
250,000 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.


      
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.


      
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 an annual net
amount of $12,000/year or a net of ($1000/month), less taxes and
withholdings and paid on the Company’s payroll schedule,
which amount Executive may use to purchase health insurance for
himself or his family. Such stipend will end when the Company
offers group health insurance to its employees, or when
Executive’s employment ends, whichever comes earlier. 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.


      
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.



 

Reimbursement of Expenses. The Company
will reimburse Executive for all reasonable business expenses
incurred by Executive in connection with the performance of his
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, but in no event 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.  








 

-2-








 







 

Effect of Termination. When
Executive’s employment with the Company is terminated for any
reason, Executive, or his 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.







   


Representations of Executive. Executive
represents and warrants that he 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 his ability to perform the
duties and obligations required hereunder. Executive further agrees
that he 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.







         



Confidential
Information.






      
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.


      
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.


      
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 he will not at any time claim, any right, title or interest of
any kind in or to any Confidential Information.


      
During and after his 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 his 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.




 

-3-








 






      
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.


      
Return of Property. Upon
request during employment and immediately at the termination of his
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 his
possession or under his 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 his 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.



        



Assignment
of Inventions.






      
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”).


      
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.


      
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,
Inc. 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.




 

-4-








 






      
The obligations of Executive under Section 8(a) above will not
apply to any Invention that Executive developed entirely on his 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.




      


Restrictive
Covenants.






      
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.


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


        
“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.


        
“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.


        
“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 his employment with the
Company.


        
“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.


        
“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.


        
“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.




 

-5-








 






      
Non-Competition. During his
employment with the Company, Executive will not, on his 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 his 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.


      
Non-Solicitation. During his
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:



  


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;







  


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;







  


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







  


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






      
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 his 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.


      
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.



       



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.








 

-6-








 







        



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.








         


Miscellaneous.






      
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.


      
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.


      
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.


      
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:                                                       

David
Patterson






11517
Willow Ridge Drive


Zionsville, Indiana
46077


 



If to
Company:                                                       

MEDITE Cancer
Diagnostics, Inc






4203 SW
34TH
Street


Orlando, Florida
32811


Attention: Chairman
Board of Directors


 


      
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.


      
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.




 

-7-








 






      
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.


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


      
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.


      
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.


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


 


	


EXECUTIVE:


 


 


 


/s/ David
Patterson



David
Patterson


 

	


COMPANY:


 


MEDITE
Cancer Diagnostics, Inc.


 


By: 
/s/ Michael E.
Ott


       
Michael E. Ott, Chairman of the Board







 




 

-8-