**Exhibit 10.9**

 

**EMPLOYMENT AGREEMENT**

 

This EMPLOYMENT AGREEMENT is entered into by and between MD Technologies, Inc., a Delaware corporation (the “Company”), and William D. Eglin,the undersigned individual (“Executive”). 

 

**RECITAL**

 

The Company and Executivedesire to enter into an Employment Agreement setting forth the terms and conditions of Executive’s employment with the Company. 

 

**AGREEMENT**

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Company and Executive agree as follows: 

 

1) **Employment**. 

 

(a) Term. The Company hereby employs Executive to serve as President andChief Executive Officer and to serve in such additional or different position or positions as the Company may determine in its sole discretion. The term of employment shall be for a period of Three (3) years (“Employment Period”),unless earlier terminated as set forth herein, and is to commence on the date set forth in the above referenced “Condition Precedent” paragraph. 

 

(b) Duties and Responsibilities. Executive will report to the Company’s Board of Directors. Within the limitations established by the Bylaws of theCompany, the Executive shall have each and all of the duties and responsibilities of that position and such other or different duties on behalf of the Company, as may be assigned from time to time by the Company’s Board. Executive will beresponsible for the overall strategic planning and development of the Company and such other specific duties and responsibilities as the Company shall from time to time assign. 

 

2) **Compensation**. 

 

(a) Base Salary. As voted on by the Board of Directors on March 23, 2005, Executive, beginning on said date, shall be paid a base salary (“BaseSalary”) at the annual rate of $125,000. During the term of the Employment Contract, Executive shall receive $25,000 in Company stock each year, (i.e., 10,417 shares at $2.40) and shall be paid $100,000 in base salary, payable in bi-monthlyinstallments consistent with the Company’s payroll practices. The stock shall be granted at the one year anniversary of each employment year and the Executive shall receive 10,417 shares of Company stock each year regardless of the stock price.However, prior to the granting of any stock, the Company, in its sole discretion, has the right to pay the Executive cash in lieu of Company stock at a rate of $2.40 a share. Between March 23, 2005 and July 

15, 2005, Executive shall be paid $65,000 in base salary, payable in bi-monthly installments consistent with Company’s payroll practices. The remaining$10,208.33 in compensation shall be deferred until such time that the Executive and Board mutually agree to pay Executive the full base salary. 

 

(b) The annual Base Salary shall be reviewed on or before January 1 of each year by the Board of Directors of the Company to determine if such BaseSalary should be increased for the following year in recognition of services to the Company. The Company shall raise the Executive’s salary yearly by an amount not less than the increase in the Consumer Price Index (“CPI”) for AllUrban Consumers over the previous 12 months, as published by the United States Department of Labor, Bureau of Labor Statistics. While raises above CPI cannot be guaranteed, the Company indicates its good faith intention to adjust Executive’ssalary to approximate the salary being paid other Executives in similarly situated companies, whenever the Company’s financial condition permits. 

 

(c) Payment. Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time totime, including normal payroll practices, and shall be subject to all applicable employment and withholding taxes. 

 

(d) Bonus. Should the Company’s financial condition permit, Executive shall be paid a bonus that approximates bonuses being paid to executives insimilarly situated companies. 

 

3) **Other EmploymentBenefits**. 

 

(a) Business Expenses. Upon submission ofitemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of his duties under thisAgreement. 

 

(b) Benefit Plans. Executive shall be entitled toparticipate in any benefit plan offered by the Company to its employees during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below). Nothing in this Agreement shall preclude theCompany or any affiliate of the Company from terminating or amending any employee benefit plan or program from time to time. 

 

(c) Vacation. Executive shall be entitled to three (3) weeks of vacation each year of full employment, exclusive of legal holidays, as long as thescheduling of Executive’s vacation does not interfere with the Company’s normal business operations. In no event, however, should Executive accrue more than 3 weeks of unused vacation, i.e., the cap is 3 weeks, at which point Executivewill no longer accrue any more vacation until same is used. 

(d) Stock Options. Executive shall be entitled to options to acquire shares of the Common Stock of theCompany pursuant to the terms of a Stock Option Plan to be adopted by the Company. 

 

(e) No Other Benefits. Executive understands and acknowledges that the compensation specified in Sections 2 and 3 of this Agreement shall be in lieu of any and all other compensation, benefits and plans. 

 

4) **Executive’s Business Activities**. 

 

(a) Condition precedent: Executive shall devote the substantial portion ofExecutive’s entire business time, attention and energy exclusively to the business and affairs of the Company and its affiliates, as its business and affairs now exist and as they hereafter may be changed. Executive may serve as a member of theBoard of Directors of other organizations that do not compete with the Company, and may participate in other professional, civic, governmental organizations and activities that do not materially affect his ability to carry out his duties hereunder.

 

5) **Termination of Employment.**

 

(a) By Company for Cause. Notwithstanding anything herein to the contrary,the Company may terminate Executive’s employment hereunder for cause which includes: willful misconduct, gross negligence; theft, fraud or other illegal conduct; refusal or unwillingness to perform duties; sexual harassment; conduct whichreflects adversely upon, or making any remarks disparaging of, the Company, its Board, officers, directors, advisors or employees or its affiliates or subsidiaries; insubordination; any willful act that is likely to and which does in fact have theeffect of injuring the reputation, business or a business relationship of the Company; violation of any fiduciary duty; violation of any duty of loyalty; and breach of any term of this Agreement. Upon termination for cause, the Company shall have nofurther obligation to Executive except to pay all accrued but unpaid base salary and vacation to the date of termination. 

 

The Company shall not terminate the employment of Executive without first providing Executive thirty (30) days’ written notice of such failure,and affording Executive the ability to cure such failure within a reasonable time thereafter if the failure is such that can reasonably be cured by Executive, such notice to be given in good faith and to specify in reasonable detail the basis ofsuch notice. 

 

(b) By Executive for Cause. This contract may bevoided for cause by Executive. For purposes of this Section, “Cause” is hereby defined as: failure of Company to pay Executive his salary and other benefits when due; Bankruptcy or placement of Company in receivership; failure of theCompany to implement the business plan approved by its Board of Directors for a period of 24 months. 

 

(c) Cooperation. After notice of termination, Executive shall cooperate with the Company, as reasonably requested by the Company, to effect a transitionof 

Executive’s responsibilities and to ensure that the Company is aware of all matters being handled by Executive. 

 

6. **Disability of Executive.** The Company may terminate this Agreementwithout liability if Executive shall be permanently prevented from properly performing his essential duties hereunder with reasonable accommodation by reason of illness or other physical or mental incapacity for a period of more than one hundred andtwenty [120] consecutive calendar days. Upon such termination, Executive shall be entitled to all accrued but unpaid Base Salary and vacation. 

 

7. **Death of Executive.**In the event of the death of Executive during the Employment Period, the Company’s obligations hereunder shallautomatically cease and terminate; provided, however, that within 30 days of Executive’s death the Company shall pay to Executive’s heirs or personal representatives Executive’s Base Salary and accrued vacation accrued to the date ofdeath. 

 

8. **Confidentiality.** Executive recognizesthat as a result of his employment by the Company prior to the date of this Agreement, as well as his future employment under this Agreement, Executive has become informed and will in the future become further informed of a variety of confidentialand proprietary information, documents, and correspondence concerning the Company; its future capital improvement, marketing, and other plans; its employees; and its clients and/or patients. Executive hereby agrees that he will, not only during theterm of his employment pursuant to this Agreement, but also after the termination of such employment: 

 

(a) Treat all such information, documents, and correspondence with the same degree of confidentiality as they are treated by the Company. 

 

9. **Non-Competition.**

 

(a) Executive agrees that during the term of his employment with the Companyand for a period of one (1) year thereafter, he will refrain from carrying on or engaging in a business similar to that of the Company, serving as an officer, partner, director, manager, or similar official of or consultant to any companyengaged in the business of providing medical practice management software and/or medical billing services and/or from soliciting customers of the Company in the cities of Miami and Atlanta or within the Parishes of Lafayette, Iberia, East BatonRouge, Jefferson, Orleans, and St. Tammany, State of Louisiana, so long as the Company carries on a like business in such Cities and Parishes 

 

(b) Executive acknowledges that his agreement not to compete with the Company is necessarily of a special, unique and extraordinary nature, and that theloss arising from a breach hereof cannot reasonably and adequately be compensated by money damages and will cause the Company to suffer irreparable harm. Accordingly, Executive consents and agrees that upon the failure of Executive to comply withthe obligations of subparagraph (a) of this paragraph at any time, the Company shall be entitled, among and in addition to any other rights or remedies available hereunder or 

otherwise, to injunctive or other extraordinary relief to prevent Executive from committing or continuing a breach of such obligations. 

 

10. **Exclusive Employment.** During employment with the Company,Executive will not do anything to compete with the Company’s present or contemplated business, nor will he plan or organize any competitive business activity. Executive will not enter into any agreement which conflicts with his or her duties orobligations to the Company. Executive will not during his employment or within one (1) year after it ends, without the Company’s express written consent, directly or indirectly, solicit or encourage any employee, agent, independentcontractor, supplier, customer, consultant or any other person or company to terminate or alter a relationship with the Company. 

 

11. **Assignment and Transfer**. Executive’s rights and obligations under this Agreement shall not be transferable by assignment or otherwise, andany purported assignment, transfer or delegation thereof shall be void. This Agreement shall inure to the benefit of, and be binding upon and enforceable by, any purchaser of substantially all of Company’s assets, any corporate successor toCompany or any assignee thereof. 

 

12. **No InconsistentObligations.** Executive is aware of no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with Executive’s undertaking employment with the Company. Executive will not disclose to the Company, or use, or inducethe Company to use, any proprietary information or trade secrets of others. Executive represents and warrants that he or she has returned all property and confidential information belonging to all prior employers. 

 

13. **Miscellaneous.**

 

(a) Governing Law. This Agreement shall be governed by and construed inaccordance with the laws of the State of Louisiana without regard to conflict of law principles. 

 

(b) Amendment. This Agreement may be amended only by a writing signed by Executive and by a duly authorized representative of the Company. 

 

(c) Entire Agreement. This agreement contains the entire agreement andunderstanding between the parties concerning Executive’s employment. It is intended by the parties as a complete and exclusive statement of the terms of their agreement. It supersedes and replaces all prior negotiations and all agreements,proposed or otherwise, whether written or oral, concerning Executive’s employment with the Company. Any representation, promise or agreement not specifically included in this Agreement shall not be binding upon or enforceable against eitherparty. This is a fully integrated agreement. 

 

(d) Severability.If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provisions or applications and, to thisend, the provisions of this Agreement are declared to be severable. 

(e) Construction. The headings and captions of this Agreement are provided for convenience only and areintended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against the Company or Executive. 

 

(f) Rights Cumulative. The rights and remedies provided by this Agreementare cumulative, and the exercise of any right or remedy by either party hereto (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rightsand remedies. 

 

(g) Nonwaiver. No failure or neglect of eitherparty hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by eitherparty hereto must be contained in a written instrument signed by the party to be charged and, in the case of the Company, by an officer of the Company (other than Executive) or other person duly authorized by the Company. 

 

(h) Notices. Any notice, request, consent or approval required or permittedto be given under this Agreement or pursuant to law shall be sufficient if in writing, and if and when sent by certified or registered mail, with postage prepaid, to Executive’s residence (as noted in the Company’s records), or to theCompany’s general counsel at the company’s principal office, as the case may be. 

 

(i) Assistance in Litigation. Executive shall, during and after termination of employment, upon reasonable notice, furnish such information and proper assistance to the Company as may reasonably be required by theCompany in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become a party; provided, however, that such assistance following termination shall be furnished at mutually agreeable times. 

 

(j) Claims Any claim, dispute or controversy in any way arising out of,related to, or connected with this Agreement or the subject matter thereof, or otherwise in any way arising out of, related to, or connected with Executive’s employment with the Company, whether during the existence of the employmentrelationship or afterwards, or the termination of Executive’s employment with the Company (collectively, “Claims”), shall be resolved through final and binding arbitration in Baton Rouge, La., pursuant to the then-current NationalRules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA”), as modified by this paragraph, before a single arbitrator who is licensed to practice law in, or is a retired judge of, Louisiana. In theevent of such arbitration, the prevailing party (as determined by the Arbitrator) shall be entitled to recover all reasonable costs and expenses incurred by such party in connection therewith, including attorneys’ fees. The nonprevailing partyshall also be solely responsible for all costs of the arbitration, including, but not limited to, the Arbitrator’s fees, court reporter fees, and any and all other administrative costs of the arbitration, and promptly shall reimburse theprevailing party for any portion of such 

costs previously paid by the prevailing party. Any dispute as to the reasonableness of costs and expenses shall be determined by the Arbitrator. 

 

Claims include, but are not limited to, wage and benefit claims; contractclaims, including any claim, dispute or controversy arising out of or relating to the Agreement, its enforcement or its interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions; personalinjury claims; tort claims; defamation claims; claims for employment discrimination based on age, sex, race, national origin, color, religion, disability, medical condition, marital status and sexual orientation; claims for harassment, includingsexual harassment; and claims for violation of any federal, state, local or other governmental law, constitution, statute, regulation, or ordinance. Without waiving any right to arbitration under this Agreement, a party may seek injunctive or otherequitable, provisional relief from a court of competent jurisdiction upon a showing that any potential arbitration award would be rendered ineffectual without such provisional relief. Only the following claims are excluded from this Agreement:(1) Claims for workers’ compensation, unemployment compensation, or state disability benefits, and claims based upon any pension or welfare benefit plan the terms of which contain an arbitration or other non-judicial dispute resolutionprocedure, and (2) Claims within the exclusive jurisdiction of the National Labor Relations Board. 

 

Except as may be necessary to enter judgment upon the award or to the extent required by applicable law, all Claims, defenses and proceedings (including,without limiting the generality of the foregoing, the existence of the controversy and the fact that there is an arbitration proceeding) shall be treated in a confidential manner by the Arbitrator, the parties and their counsel, and each of theiragents, and employees and all others acting on behalf of or in concert with them. Without limiting the generality of the foregoing, no one shall divulge to any third party or person not directly involved in the arbitration the contents of thepleadings, papers, orders, hearings, trials, or awards in the arbitration, except as may be necessary to enter judgment upon an award as required by applicable law. Any court proceedings relating to the arbitration hereunder, including, withoutlimiting the generality of the foregoing, to prevent or compel arbitration or to confirm, correct, vacate or otherwise enforce an arbitration award, shall be filed under seal with the court, to the extent permitted by law. 

 

**MD Technologies, Inc.**
 
**William D. Eglin**

Name: /s/ William C. Ellison
 
Name: /s/ William D. Eglin

Title: General Counsel—Director
  
Date: 7/29/05
 
Date: 7/29/05