Prepared and Filed by St Ives Financial






Andover Medical, Inc.


510 Turnpike Street


Ste 204


N. Andover, MA 01845


December
  20, 2006


Frank P. Magliochetti Jr.


On
  behalf of Andover
  Medical, Inc. (“AMI” or the
  “Company”), I am pleased to offer you the position of Chairman
  and Chief Executive Officer. The following
  are the terms of
  your employment with AMI:


 






  	
        Title:

      	
         

      	
        Chief
          Executive Officer and Chairman

      
	
        Effective
          Date:

      	
         

      	
        December
          20 2006.

      
	
        Salary:

      	
         

      	
        200k
          to be reviewed yearly.

      
	
        Annual
          Bonus:

      	
         

      	
        50%
          based on corporate objectives paid quarterly. This can be paid in either
          stock or cash at your discretion.

      
	
        Stock
          Options:

      	
         

      	
        You
          will participate in the Andover Medical, Inc. 2006 Employee Stock Incentive
          Plan. You are awarded an initial award of 6,500,000
          shares at the market price vested
          over 30 days from the date of this agreement. Annual awards will be
          made at the discretion of the Board of Directors.

      
	
        Company
          Car:

      	
         

      	
        The
          company will provide you the use of an automobile. The monthly lease
          cost will not exceed $1,000.00

      
	
        Term:

      	
         

      	
        Unless
          terminated as set forth herein, your employment hereunder shall commence
          on December 31, 2006, and
          shall continue during the period ending
          on
          the third (3rd) anniversary
          date (the “Term”). Thereafter, your employment shall be extended
          automatically for consecutive periods of one (1) year unless either
          party shall provide notice to the other of its intention not to extend
          your employment, such notice to be given not less than
          ninety (90) days prior to the
          end of the Term, or any one (1) year extension period, (“Extended
          Term”) as the case may
          be. During the Term of this agreement the Company may terminate the
          agreement by giving
          notice to you of not less than one (1) year prior to the termination
          date.

      
	
        Termination:

      	
         

      	
        Your
          employment with the Company may be terminated as follows:

      
	
         

      	
         

      	
        (a)
          Death. Your employment shall automatically terminate upon your death.

      
	
         

      	
         

      	
        (b)
          Just Cause. The Company may terminate your employment at any
          time, with or without Just Cause (as defined herein), effective
          at such time that the Company
          notifies you of such termination (or such other time specified in such
          notification). For purposes of this Agreement, “Just Cause”
          shall mean:

      
	 	 	
        (i)
          any act of dishonesty by you in connection with the performance of your
          duties on behalf of the Company; or 

      







 
















  	
         

      	
         

      	
        (ii)
          any material breach of any term of this Agreement by you.

      
	
         

      	
         

      	
        (c)
          Good Reason. You may terminate your employment for “Good
          Reason” and
          receive severance as described in this Agreement on five (5) days Notice
          of Termination to the Company. For
          purposes of this Agreement.
          “Good Reason” shall mean the occurrence after a Change in
          Control, as hereinafter defined, or any of the events or conditions
          described below:

      
	
         

      	
         

      	
        1.        a
          reduction in your Base Salary or any failure to pay you any compensation
          or benefits to which you are entitled within five days of the
          date due.

      
	
         

      	
         

      	
        2.        any
          change in your office location more than fifty (50) miles from your
          home.

      
	
         

      	
         

      	
        3.        the
          failure by the Company to
          continue in effect (without reduction in benefit level, and/or reward
          opportunities) any material compensation or employee benefit plan in
          which you were participating immediately prior to a Change in Control.

      
	
         

      	
         

      	
        4.        any
          material breach by the Company of any provision of this Agreement.

      
	
         

      	
         

      	
        5.        any
          purported termination of your employment for Just Cause by the Company
          which does not comply with the terms of this Agreement.

      
	
         

      	
         

      	
        6.        any
          reason outside of your control where you have to stop coming
          into the corporate office on
          a daily basis.

      
	
         

      	
         

      	
        (d)
          Resignation. You shall
          have the right to terminate
          your employment at any time for any reason by giving at least thirty
          (30) days’ prior written notice of your resignation. The Company
          may waive the thirty (30) days prior notice of resignation requirement,
          in its sole discretion. In the event of a resignation under this provision,
          you shall not be entitled to severance.

      
	
         

      	
         

      	
        (e)
          Payments. If you resign, or if your employment is terminated
          as a result of death, or
          if the Company terminates your employment for Just Cause, the Company
          shall pay your salary through your last day of employment,
          shall comply with applicable
          law regarding payment for vacation and continuation of any health insurance
          or other benefits, but
          shall otherwise
          have no
          obligation whatsoever to
          pay or provide you any amount or benefit. Upon termination of your employment
          with the Company for any reason, the Company shall have the right to
          withhold payment of any amounts owed by you to the Company.

      
	
        Employment
          Status:

      	
         

      	
        You
          are being employed by the Company and will devote your best efforts
          to the advancement of the business and the interest of the Company.

      
	
        Benefits:

      	
         

      	
        You
          will participate in a standard employee benefit program including medical,
          life, and disability. Until such a plan is established AMI will pay
          the monthly premium (not to exceed
          $1,500
          per month) on your private medical
          plan.

        You
          will be given twenty (25) days of paid vacation time for the first year
          of employment, prorated on a monthly basis from the date hereof. Your
          vacation and sick time shall be governed by the Company’s vacation
          and sick time policies as they
          may be amended from time to time.

      







 


















  	
        Miscellaneous:
 	
         
 	
        This
          letter agreement contains all of the terms of your employment with the
          Company, and Supercede any
          prior understandings or agreements, whether oral or written, between
          you and the Company. This agreement may not be modified, except in writing
          signed by both parties. This agreement will be governed by the laws of the
          Commonwealth of Massachusetts, notwithstanding the conflict
          of laws principles
          thereof.

      







I
  look forward to working with you, and am
  pleased to have you
  as part of our
  team.


 






	

 
 	

 
 	

 
 	

Sincerely,
 
	

  
 	

 
 	

 
 	



          /s/ Robert G. Coffill, Jr.          12/20/06

      
	

 
 	

 
 	

 
 	




 
	

 
 	

 
 	

 
 	

Director
 Andover Medical, Inc.
 







 






	

Agreed and Accepted:
 	

 
 	

 
 	

 
 
	


 /s/ Illegible
 	

 
 	

 
 	

  
 
	




 	

 
 	

 
 	

 
 
	

Name
 	

 
 	

 
 	

 
 







Date: 12/20/06