SERVICE
				  AGREEMENT




PARTIES

This Agreement is entered into
		this 1st day of January, 2007, by and between ALDA & Associates
		International, Inc., and its successors and assigns, hereafter referred to as
		ALDA), and Vicor Technologies, Inc. (hereafter referred to as
		Client), whose respective addresses are set forth on the signature
		page of this Agreement.

I. TERM OF AGREEMENT

A. The initial term of this
		Agreement shall be for thirty days (the Initial Term). Following
		the completion of the Initial Term, this Agreement shall automatically renew
		and remain in full force and effect for additional terms of thirty days, and
		shall remain in effect until either party gives written notice to the other
		party by delivering notice of termination.

II. SERVICES

It is the interest of Client to
		have certain of its employees employed by ALDA and provide their services to
		Client. In this manner, Client is able to obtain health insurance and other
		benefits at a significant cost savings. These employees comprise the following
		list, which may be modified from time to time:

David H. FaterChief
		Executive Officer

Jerry M. AnchinVice
		President and Director of Research

Eileen GalvinExecutive
		Assistant

Client expressly absolves ALDA
		of control over the day-to-day job duties of these leased employees. In the
		event Client does not pay ALDA for all services rendered, ALDA may pay leased
		employees at the minimum wage rate or minimum salary provided for in the Fair
		Labor Standards Act. This provision in no way affects the obligation of Client
		to pay ALDA for all services rendered and in no way affects the obligations of
		Client pursuant to state and federal law, including but not limited to the
		requirement to pay all leased employees their regular rate of pay. ALDA will
		give written notice of the relationship between ALDA and Client to each leased
		employee it assigns to perform services for Client. ALDA does not assume any
		responsibility for and makes no assurances, warranties, or guarantees as to the
		ability or competence of any leased employee.

III. WORKERS
		COMPENSATION

A. ALDA shall secure
		workers compensation coverage in such amounts as is required by
		applicable law and shall be responsible for the management of workers
		compensation claims, claims filings and related procedures for its leased
		employees for services which they perform as leased employees. Should Client be
		allowed to maintain its own workers compensation policy, ALDA shall be
		named as an additional insured on such policy or policies. In addition, in such
		situations where Client maintains its own workers compensation policy,
		and where allowed by law, Client shall at no time directly pay any
		workers compensation premiums but shall instead, at least fourteen (14)
		days prior to the premium due date, remit to ALDA by overnight mail, next day
		delivery service, a cashiers check sufficient to cover the premium due
		from Client in order for ALDA to submit these funds to the carrier. ALDA shall
		have no responsibility in such situations where Client retains its own
		workers compensation policy other than to remit to the carrier such
		payments as Client forwards to ALDA.

B. In the event Client or any
		leased employee fails to notify ALDA within FORTY-EIGHT (48) hours





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following a work-related
		accident or injury, Client shall immediately reimburse ALDA for any fees,
		penalties, or expenses imposed upon or incurred by ALDA.

IV. EMPLOYER PRACTICES
		LIABILITY INSURANCE

A. As of the date of this
		Agreement, ALDA has secured Employer Practices Liability Insurance (EPLI) that
		provides coverage for certain employment-related claims. Nothing in this
		Agreement is intended to create rights to insurance in addition to the terms of
		such insurance policy. To the extent the provisions of this Agreement conflict
		with such policy, the provisions of the EPLI shall control. In the event that
		EPLI becomes unavailable on terms acceptable to ALDA (in ALDA sole
		discretion), the Client will be notified of the cancellation of such insurance
		in accordance with the terms of the insurance policy.

B. The EPLI shall not cover any
		claim or cause of action that arose or existed prior to the effective date of
		this Agreement and neither ALDA, nor any insurer, shall be obligated to pay for
		any defense of such claim or cause of action or otherwise participate
		financially in the resolution of such claim.

C. The EPLI has a retention
		amount that the Client must pay before the insurance carrier is obligated to
		make any payment. On claims covered by such EPLI, Client agrees to pay the
		total retention amount due pursuant to the EPLI policy. In addition, Client
		agrees:

(i)
			 To act in conformity
				  with the terms of the EPLI and with the terms of this Agreement;


(ii)
			 To cooperate with ALDA
				  in the investigation of proceeding of such claim;


(iii)
			 To settle or compromise
				  such claims upon the terms and conditions satisfactory to ALDA; and


(iv)
			 This Agreement must
				  remain in effect and not be terminated by either the Client or ALDA (without
				  good cause) for a one (1) year period following the resolution of any claim
				  under the EPLI.


V. BENEFIT PLANS

A. Client acknowledges that
		ALDA has available employee benefit plans for the possible application to
		employees. Any other employee benefit plans maintained by Client, regardless of
		whether they provide benefits to the employees, shall be the sole
		responsibility of Client. All benefit plans shall be subject to the terms and
		conditions of eligibility and to such modifications as may occur to such plans.
		ALDA reserves the right to change any benefit plan which it offers to leased
		employees (including the right to change carriers) and to raise the rates
		charged for such benefit plans. Following any increase in rates or change in
		any benefit plan being offered to leased employees, Client may terminate this
		Agreement within fourteen (14) days of its receipt from ALDA or its applicable
		carrier or benefit plan administrator of notification of an increase in rates
		or a change in any benefit plan.

VI. SERVICE FEES

A. For services to be rendered
		under this Agreement, ALDA shall be entitled to timely reimbursement of all
		costs incurred in connection with this service agreement. It is understood that
		this is a cost basis contract with no profit margin included.

B. In order to administer this
		agreement, client will provide one office in its premises without cost to ALDA
		for the duration of this agreement.

VII. LIMIT OF SERVICES

ALDA will only provide the
		above listed services and no other services shall be provided or implied,
		including without limitation any strategic, operational or other business
		related decisions with regard to Clients business. Such decisions shall
		exclusively be the responsibility of Client and ALDA shall bear no
		responsibility nor liability for any actions or inactions by Client. When
		implementing such decisions, whether or not the actions are implemented by
		leased employees, Client shall be acting solely on its own volition and
		responsibility. If ALDA is leasing any supervisory employees to Client, such
		supervisory employees scope of employment is strictly limited.





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Supervisors actions which
		are in violation of law or which result in liability will be outside the scope
		of their responsibility as ALDA leased employees and in such an event
		supervisory employees will be acting solely as the agents of Client.

VIII. INDEMNIFICATIONS

A. Without regard to the fault
		or negligence of any party, Client hereby unconditionally indemnifies, holds
		harmless, protects and defends ALDA, and all subsidiary, affiliate, related,
		and parent companies, their current and former respective shareholders,
		non-leased employees, attorneys, officers, directors, agents and
		representatives (all indemnified parties referred to as ALDA Indemnified
		Parties) from and against any and all claims, demands, damages (including
		liquidated, punitive and compensatory), injuries, deaths, actions and causes of
		actions, costs and expenses (including attorneys fees and expenses at all
		levels of proceedings), losses and liabilities of whatever nature (including
		liability to third parties), and all other consequences of any sort, whether
		known or unknown, without limit and without regard to the cause or causes
		thereof or the negligence of ALDA or any ALDA Indemnified Party, that may be
		asserted or brought against any ALDA Indemnified Party which is in any way
		related to this Agreement, the products or services provided by Client or by
		ALDA, the actions of any leased employee, the actions of any non-leased
		employee employed by Client, or of any other individual, including without
		limitation, any violation of any local, state and/or federal law, regulation,
		ordinance, directive or rule whatsoever, and all employment-related matters
		which shall include but not be limited to all matters arising under local,
		state and/or federal right-to-know laws, environmental laws, all laws within
		the jurisdiction of the NLRB, OSHA, and EEOC, including Title VII of the Civil
		Rights Act of 1964, as amended, the Americans with Disabilities Act (including
		without limitation those aspects relating to employment, public access and
		public accommodation), the WARN Act, ERISA, all laws governing wages and hours
		(including without limitation: prevailing wage rate; exempt and non-exempt
		status; child labor; and minimum wage and overtime matters), all laws governing
		race, sex, sexual harassment, retaliation, religion, national origin, color,
		age, veteran status, disability, and marital status, all laws governing
		disclosed and undisclosed benefit plans, and all other labor laws.

C. ALDA hereby unconditionally
		indemnifies, holds harmless, protects and defends Client, and all subsidiary,
		affiliate and parent companies, their shareholders, employees, attorneys,
		officers, directors, agents and representatives from and against any and all
		claims, demands, damages, injuries, deaths, actions, costs and expenses
		(including attorneys fees and expenses at all levels of proceedings),
		losses and liabilities of whatever nature (including liability to third
		parties), and other consequences of any sort, arising out of the negligent or
		willful failure of any non-leased employee employed by ALDA at its corporate
		office to comply with applicable workers compensation, withholding tax,
		or ERISA laws, rules and regulations or where any action is taken by Client in
		compliance with a written corporate ALDA policy, procedure, or direction which
		is illegal under any applicable local, state or federal law.

D. All indemnifications are and
		shall be deemed to be contractual in nature and shall survive the termination
		or expiration of this Agreement.

IX. GOVERNMENT
		INVESTIGATIONS/LEGAL ACTIONS/INQUIRIES

A. Client acknowledges that it
		is essential to ALDA performance under this Agreement that ALDA have
		complete knowledge of any government investigation or inquiry or private
		adversary action which could in any manner impact upon the types of duties
		contemplated by this Agreement. For example, but not by limitation, an audit by
		the Bureau of Workers Compensation could affect the performance of
		functions under this Agreement. Thus, Client has provided to ALDA, prior to
		entering into this Agreement, full and complete disclosure, in writing, of any
		such administrative proceeding (including but not limited to EEOC, NLRB, OSHA,
		and Wage and Hour matters), investigation, lawsuit, or other adversary
		proceeding, including those which are threatened as well as those not yet
		asserted, in which Client has been involved during the last five (5) years.

B. ALDA shall not be considered
		to be an employer with any liability regarding leased employees for purposes of
		claims of discrimination involving disability, race, sex, sexual harassment,
		religion, color, age, national origin, marital status, veteran status,
		retaliation, or for any other claim pursuant to any local, state or federal law
		regulation, or ordinance unless the action is taken by Client in compliance
		with a written corporate ALDA policy, procedure, or corporate direction, which
		is illegal under any applicable local, state or federal law.





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C. Client represents that there
		are no union employees at the Client work-site, that there are no collective
		bargaining representatives for the leased employees, and that there are no
		applicable collective bargaining agreements with any labor organization.

XI. EFFECT OF TERMINATION

A. If for any reason payment is
		not made when due, Client agrees that ALDA will have the right to immediately
		terminate its performance hereunder, withhold its employees services, and/or
		bring suit seeking damages. Upon termination or expiration of this Agreement,
		for any reason, or should Client fail to timely pay ALDA for its services, all
		of the employees shall be deemed to have been laid off by ALDA and immediate
		notification of this shall be provided by Client to employees who had been
		leased pursuant to this Agreement. Client shall immediately assume all federal,
		state and local obligations of an employer to the employees which are not in
		conflict with state or federal law, and shall immediately assume full
		responsibility for providing workers compensation coverage. ALDA shall
		immediately be released from such obligations as are permitted by law. It is
		the intent of the parties that, where allowed by law, they be placed in their
		respective positions immediately before their entry into this Agreement in the
		event of a termination or expiration or Clients failure to pay ALDA. If
		for any reason (whether or not required by applicable law) ALDA makes any
		payment to any of the employees after this Agreement has been terminated, ALDA
		shall be entitled to full reimbursement for such expenditures.

B. ALDA may also terminate this
		Agreement if, at any time, ALDA in its sole discretion determines that a
		material adverse change has occurred in the financial condition of Client, or
		that Client is unable to pay its debts as they become due in the ordinary
		course of business. This Agreement may also be terminated at any time by ALDA
		in the event of any federal, state, or local legislation, regulatory action, or
		judicial decision which, in the sole discretion of ALDA, adversely affects its
		interest under this Agreement. Such termination or expiration shall not relieve
		Client of any obligation set forth herein, including but not limited to its
		payment obligations to ALDA.

XII. GENERAL PROVISIONS

A. Client acknowledges that it
		has not been induced to enter into this Agreement by any representation or
		warranty not set forth in this Agreement, including but not limited to any
		statement made by any marketing agent of ALDA. Client acknowledges that ALDA
		has made no representation concerning whether ALDA services will improve
		the performance of Clients business.

B. In no event will ALDA be
		liable for any indirect, incidental or consequential damages to Client as a
		result of a breach of this Agreement nor for any loss of business, goodwill,
		profits or other damages.

C. Client specifically
		authorizes ALDA to conduct a credit and background reference check on Client
		and such officers of Client as ALDA deems appropriate in compliance with the
		requirements of law.

D. This Agreement is assignable
		by ALDA at its sole discretion.

E. Client acknowledges and
		agrees that ALDA is not engaged in the practice of law or the provision of
		legal services, and that Client alone is completely and independently
		responsible for its own legal rights and obligations.

F. This Agreement constitutes
		the entire agreement between the parties with regard to this subject matter and
		no other agreement; statement, promise or practice between the parties relating
		to the subject matter shall be binding on the parties. This Agreement may be
		changed only by a written amendment signed by both parties.

G. The failure by either party
		at any time to require strict performance by the other party or to claim a
		breach of any provision of this Agreement will not be construed as a waiver of
		any subsequent breach nor affect the effectiveness of this Agreement, or any
		part thereof, or prejudice either party as regards to any subsequent action.

H. This Agreement shall be
		governed by and construed in accordance with the laws of the State of Florida
		and venue shall be in the applicable court in Palm Beach County, Florida.





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I. In the event of any lawsuit
		or other proceeding to enforce the provisions of this Agreement, the prevailing
		party shall be entitled to an award of its costs and reasonable attorneys
		fees incurred at all levels of proceedings.

J. Any notice or demand given
		hereunder shall be accomplished by the personal delivery in writing (with
		written receipt) or by other delivery with proof of delivery or attempted
		delivery to the address set forth herein for the other party, and shall be
		deemed effective upon proof of attempted delivery (actual delivery to be made
		as soon as is practicable following attempted delivery).

K. No rights of any third party
		are created by this Agreement and no person not a party to this Agreement may
		rely on any aspect of this Agreement notwithstanding any representation,
		written or oral, to the contrary.

L. In the event that any
		provision contained in this Agreement is held to be unenforceable by a court of
		competent jurisdiction, the validity, legality, or enforceability of the
		remainder of this Agreement shall in no way be affected or impaired thereby.

M. ALDA will notify all leased
		employees of this Agreement at inception and termination or expiration of
		Agreement. Client shall also immediately upon termination or expiration of this
		Agreement notify all employees of the termination or expiration of this
		Agreement and inform them that they are no longer covered by ALDA
		workers compensation policy.

N. Any false statement or
		omission with regard to any information supplied by Client to ALDA in
		anticipation of Clients contracting with ALDA or at any other time shall
		be deemed a material breach of this Agreement and ALDA, at its option, may
		terminate this Agreement and seek appropriate relief.

O. Any and all inventions,
		discoveries, improvements, copyrightable works and creations (hereafter
		referred to as Intellectual Property) which Client has previously,
		solely or jointly, conceived or made or may conceive or make during the period
		of this Agreement, whether or not accomplished through the use of leased
		employees, shall be the sole and exclusive property of Client. Client shall
		have sole and exclusive responsibility for protecting its rights to such
		Intellectual Property and to all of its other assets and ALDA shall have no
		responsibility with regard to same.

P. Any responsibility and/or
		liability with regard to any employment contract between Client and any
		employee leased to Clients work-site shall be the exclusive
		responsibility and/or liability of Client and ALDA shall not be a party to any
		such agreement. ALDA will have no responsibility nor liability in connection
		with or arising out of any such employment contract except to prepare checks
		and to pay any such employee who is a party to such a contract, in conformity
		with information provided by Client. With respect to any employment contract
		between Client and any employee leased to Clients work-site, Client shall
		be acting solely on its own volition and responsibility with regard to all
		aspects of any such contract, including but not limited to its negotiation,
		compliance, implementation, renewal, enforcement, and termination.

Q. Complaints, allegations or
		incidents of any tortious misconduct or workplace safety violations, regardless
		of the source, must be reported by Client to ALDA immediately upon becoming
		known to Client.

R. Client may not assign this
		Agreement nor its rights and duties hereunder, nor any interest herein, without
		the prior written consent of ALDA. Client will provide at least fourteen (14)
		days prior written notice to ALDA of any sale of Client. Where ALDA agrees in
		writing to a successor becoming obligated to comply with this Agreement, this
		Agreement may be terminated by ALDA at any time in ALDA sole discretion
		during the first sixty (60) days following successors assumption of this
		Agreement. Thereafter, this Agreement may only be terminated by ALDA in
		conformity with the terms of this Agreement.

S. This Agreement shall be
		valid and enforceable only upon signature by an authorized Controlling Person
		of ALDA. Any individual signing this Agreement on behalf of Client represents,
		warrants and guarantees that she or he has full authority to do so. Each party
		represents that it has the power and actual authority to enter into this
		Agreement and to be bound by the conditions and terms contained herein.





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T. In recognition of the effort
		that is necessary to provide the services described in this Agreement, ALDA and
		Client agree to cooperate with each other. This duty to cooperate shall
		encompass the obligation of the other party to timely supply documents,
		witnesses and such other evidence as is necessary for a party to properly
		fulfill its obligations under this Agreement. In addition, Client shall permit
		ALDA and/or its workers compensation carrier access during normal working
		hours, upon reasonable notice to Client, to any Client Work Location at which,
		or from which, work-site employees perform work. Such access shall include the
		ability of ALDA and/or its workers compensation carrier to examine books
		and records of Client deemed appropriate by ALDA or its workers
		compensation carrier in order to determine compliance with this Agreement.

U. Client understands that
		pursuant to Florida law, it may not enter into an employee leasing relationship
		with ALDA if Client owes a current or prior employee leasing company any money
		pursuant to any service agreement which existed between that current or prior
		employee leasing company and Client, or if Client owes a current or prior
		insurer any premium for workers compensation insurance. Client has met
		any and all prior premium and fee obligations with regard to workers
		compensation premiums and employee leasing payments.

V. Upon any request by ALDA or
		its assigns, Client shall allow an on-site physical examination of such books,
		records, documents and other information sources deemed appropriate by ALDA
		and/or its assigns to aid ALDA and its assigns in the determination of proper
		workers compensation classifications of leased employees and to aid in
		the determination of payroll amounts paid to such leased employees to the
		extent set forth in Section 440.381, Florida Statutes, and the rules
		promulgated thereunder. Such examination shall be strictly for the purposes of
		determining proper workers compensation classifications of leased
		employees and to aid in the determination of payroll amounts paid to such
		leased employees. Client shall remain obligated to ALDA for any delinquency
		and/or unpaid premium amount found in the audit. This provision shall survive
		the expiration or termination of this Agreement.

W. With respect to any dispute
		concerning the meaning of this Agreement, this Agreement shall be interpreted
		as a whole with reference to its relevant provisions and in accordance with its
		fair meaning, and no part of this Agreement shall be construed against ALDA on
		the basis that ALDA drafted it. This Agreement shall be viewed as if prepared
		jointly by ALDA and Client.

SIGNATURE PAGE
		TO FOLLOW





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ALDA & ASSOCIATES
		INTERNATIONAL, INC.



By:
			 /s/ Richard M.
				  Cohen
			 
			 
			 Date: 1/2/07(Signature)




15977 Brier Creek Drive, Suite
		100

Delray Beach, FL 33446

Under penalties of perjury,
		I declare that I have read the foregoing document and that the facts stated in
		it are true. In addition, the foregoing Agreement is agreed to.

CLIENT



By:
			 /s/ David H.
				  Fater
			 
			 
			 Date: 1/2/07(Signature)David H. Fater(Print
				  Name)65 1032053(Federal Identification
				  Number)




2300 Corporate Boulevard, Suite
		123

Boca Raton, FL 33431





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