EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    THIS
      EXECUTIVE EMPLOYMENT AGREEMENT
      (“Agreement”)
      is
      made as of November
      3, 2008
      (the
“Effective
      Date”),
      by
      and between Karen
      Davis
      (“Executive”)
      and
      Global Med Technologies, Inc. (the “Company”).

     

    RECITALS

     

    The
      Company wishes to retain the services of Executive pursuant to this Agreement,
      the terms and provisions of which are set forth below.

     

    NOW,
      THEREFORE, IT IS HEREBY MUTUALLY AGREED AS FOLLOWS:

     

    POSITION
      AND DUTIES

     

    During
      the Term (as defined in Section 3), Executive will be employed by the Company
      as
      Chief Financial Officer and shall be responsible for the active day-to-day
      management of the financial affairs of the Company, shall
      have the duties and responsibilities consistent with and incumbent upon her
      position as Chief Financial Officer of the Company, but at all times shall
      act
      in accordance with the directions given by the Chief Executive Officer of the
      Company, and
      shall perform such other duties as from time to time determined by the Company.
      Irrespective of the above, Executive shall assume the title of Chief Financial
      Officer on November 17, 2008. 

    Executive
      shall serve the Company faithfully, loyally, honestly, and to the best of
      Executive’s ability. Executive will devote substantially all of Executive’s
      business time to the performance of Executive’s duties for, and in the business
      and financial affairs of, the Company.

    BASE
      SALARY

     

    Commencing
      on the Effective Date and, unless terminated earlier pursuant to the terms
      of
      this Agreement, during the remaining Term of this Agreement, Executive’s annual
      base salary will be Two Hundred Ten Thousand Dollars ($210,000), payable in
      accordance with the Company’s customary payroll practices as are in effect from
      time to time (“Base
      Salary”).
      

     

    Executive
      shall be eligible to receive a Cash Bonus to begin January 1, 2009, provided
      that (i) the Board of Directors (the “Board”)
      approves a bonus for executives and (ii) the Executive meets her specific bonus
      criteria:

     

    (a) Cash
      bonus at plan - 30% of base; or

     

    
      	 	
              (b)

            	
              Cash
                bonus above plan - 50% of base (above plan to be defined in writing
                by the
                Compensation Committee; and

            


    

     

    
      	 	
              (c)

            	
              Executive
                shall receive a Signing Bonus of 5,000 shares of Restricted Stock,
                to vest
                on a pro-rata
                basis over three (3) years, at signing, priced at the closing price
                on
                October 31, 2008; and

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (d)

            	
              Executive
                shall receive 200,000 stock options to purchase 200,000 shares of
                Global
                Med Common Stock, priced at the closing price on October 31, 2008;
                40,000
                shares to vest at the end of each calendar year for five (5) years
                beginning December 31, 2009 as long as the Executive is employed
                by the
                Company. Upon a Change of Control of the Company, all 200,000 stock
                options shall vest immediately. For purposes of this Agreement, a
“Change
                of Control” means when: (i) there is any transaction or series of related
                transactions (including but not limited to a merger or reorganization)
                pursuant to which a person, other than the Employer, acquires directly
                or
                indirectly, the beneficial ownership of securities issued by the
                Employer
                having greater than fifty percent (50%) or more of the voting power
                of all
                of the voting securities issued by the Employer; or (ii) the Employer
                consolidates with or merges with or into any person or sells, assigns,
                conveys, transfers, leases or otherwise disposes of all or substantially
                all of its assets to any person; or (iii) individuals who on the
                Effective
                Date of the Change of Control of the Company constituted the Board
                of
                Directors of the Company cease for any reason to constitute a majority
                of
                such Board of Directors. 

            


    

     

    TERM

     

    The
      “Initial
      Term”
of
      this
      Agreement shall begin on the Effective Date and shall expire on the
      first (1st)
      anniversary of the date hereof, unless sooner terminated in accordance with
      the
      provisions of this Agreement. The Initial Term and each renewal term thereafter
      shall be automatically renewed for successive one (1) year periods, unless
      one
      of the parties to this Agreement shall have provided written notice to the
      other
      party at least thirty (30) days prior to the expiration of the then current
      term
      of intent not to renew this Agreement (each extension period following the
      Initial Term shall be referred to as a “Renewal
      Term”).
      The
      Initial Term and all Renewal Term(s), if any, shall be referred to collectively
      as the “Term”.

     

    TERMINATION
      OF EMPLOYMENT

     

    Termination
      without Good Reason or Termination for Cause. 

     

    If,
      prior to the expiration of the Term, Executive’s employment is terminated
      by
      the Company
      for “Cause”
      (as defined below) or if Executive resigns from her employment
      hereunder
      without “Good Reason” (as defined below),
      Executive shall be entitled to payment of (A) her Base Salary accrued up to
      and
      including the date of termination or resignation, including any accrued or
      unused vacation time, and (B) any unreimbursed expenses. Executive shall also
      be
      entitled to all signing Bonus shares of Restricted Stock that have vested at
      the
      time of termination and stock options that have vested at the time of
      termination. Except to the extent required by the terms of the benefits provided
      in Section 5 or applicable law, Executive shall have no right under this
      Agreement or otherwise to receive any other compensation or to participate
      in
      any other plan, program or arrangement after such termination or resignation
      of
      employment with respect to the year of such termination or resignation or
      thereafter.


    
      
        
        

      

      
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    Termination
      for “Good
      Reason”
      shall mean a termination by Executive of her employment if, without Executive’s
      consent, any of the following events occurs; (a) a decision by the Employer
      to
      terminate its business and liquidate its assets; (b) the Employer makes a
      general assignment for the benefit of creditors, files a voluntary bankruptcy
      petition, files a petition or answer seeking a reorganization, arrangement,
      composition, readjustment, liquidation, dissolution or similar relief under
      any
      law, there shall have been filed any petition or application for the involuntary
      bankruptcy of the Employer, or other similar proceeding, in which an order
      for
      relief is entered or which remains undismissed for a period of sixty (60) days
      or more, or the Employer seeks, consents to, or acquiesces in the appointment
      of
      a trustee, receiver, or liquidator of the Employer or any material party of
      its
      assets; (d) there are material reductions in the Executive’s duties and
      responsibilities without her written consent or a demotion from the position
      of
      CFO; (e) the Company materially breaches this Agreement; (f) a five percent
      (5%)
      reduction in the Executive’s Base Salary (not including bonus or incentive
      compensation), other than any such reduction which is part of, and generally
      consistent with, a general reduction of officers’ salaries; (g) a material
      reduction by the Employer in the kind or level of employee benefits (other
      than
      salary and incentive compensation bonus) to which the Executive is entitled
      immediately prior to such reduction with the result that the Executive’s overall
      benefits package (other than salary and incentive compensation/bonus) is
      substantially reduced (other than any such reduction applicable to officers
      of
      the Employer generally); failure by the Employer to honor any of its material
      obligations under this Agreement; or (h) the Executive is required to relocate
      outside the Sacramento area.

     

    Termination
      for “Cause”
      shall mean a termination of Executive’s employment with the Company because of
      (A) a plea of not guilty or nolo
      contendere,
      or conviction for, the commission of a felony offense by Executive, (B) the
      involvement by Executive as a party to any litigation or regulatory proceeding
      or in any other circumstance known to the general public that, in the good
      faith
      determination of the Board of Directors of the Company, is reasonably certain
      to
      subject Executive, the Company or its affiliates to disrepute, ridicule,
      contempt or scandal or that is reasonably certain to reflect unfavorably upon
      the reputation of Executive, the Company or its affiliates or the Company’s
      products or technologies, except that this subsection (iii)(B) does not apply
      to
      claims that Executive may bring against the Company that are protected by law;
      (C) the willful failure to perform in any material respect Executive’s duties;
      (D) an intentional act of fraud, embezzlement, theft or a dishonest act against
      the Company or its affiliates; (E) a material breach by Executive of the terms
      and provisions of the Agreement; or (F) a violation by Executive of a fiduciary
      duty or duty of loyalty to the Company. The Executive’s employment shall in no
      event be considered to have been terminated by the Employer for Cause if such
      termination took place merely as a result of (i) bad judgment or negligence,
      (ii) any act or omission without intent of gaining therefrom directly or
      indirectly a profit to which the Executive was not legally entitled, (iii)
      any
      act or omission believed in good faith to have been in or not opposed to the
      interest of the Employer or (iv) any act or omission in respect of which a
      determination is made that the Executive met the applicable standard of conduct
      prescribed for indemnification or reimbursement or payment of expenses under
      the
      Certificate of Incorporation of the Company, under this Agreement or the laws
      of
      the State of California, in each case as in effect at the time of such act
      or
      omission

     

    Termination
      by Executive of her employment for Good Reason shall be communicated by delivery
      to the Company of a written notice from the Executive stating that Executive
      is
      terminating the employment for Good Reason, specifying the particulars thereof
      and the effective date of such termination. In the event of a termination for
      Good Reason under Section 4(a)(ii), the Company shall have thirty (30) days
      from the date of receipt of such notice to effect a cure of the actions
      constituting Good Reason. Upon a cure or correction thereof within such thirty
      (30) day cure period by the Company to the reasonable satisfaction of Executive,
      the action shall no longer constitute Good Reason for purposes of this
      Agreement.


    
      
        
        

      

      
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    Termination
      of Executive’s employment for Cause shall be communicated by delivery to
      Executive of a written notice from the Company stating that Executive will
      be
      terminated for Cause, specifying the particulars thereof and the effective
      date
      of such termination. In the event of a termination for Cause under Section
      4(a)(iii)(E) or (F), Executive shall have thirty (30) days from the date of
      receipt of such notice to effect a cure of the actions constituting Cause.
      Upon
      a cure or correction thereof within such thirty (30) day cure period by
      Executive to the reasonable satisfaction of the Company, the action shall no
      longer constitute Cause for purposes of this Agreement. Executive shall not
      be
      entitled to a cure period for a repeated breach of the same Section of this
      Agreement.

     

    The
      date of a resignation by Executive shall be the date specified in a written
      notice of resignation from Executive to the Company, provided
      that,
      Executive shall provide at least thirty (30) days’ advance written notice of her
      termination for Good Reason under Section 4(a)(ii).

     

    Payments
      Upon a Termination Without Cause or Termination with Good Reason. If,
      prior to the expiration of the Term, the Company terminates Executive’s
      employment for any reason other than Disability, Death or Cause (such
      termination or resignation being hereinafter referred to as
“Termination
      Without Cause”)
      or after the first Renewal Term, the Company allows this Agreement to expire
      and
      thereafter terminates Executive without Cause or Employee terminates her
      employment for “Good Reason”, Executive shall be entitled to (A) 
continuation of benefits for the remainder of the Initial Term or the then
      current Renewal Term, if any, (B) payment of any unreimbursed expenses, and
      (C)
      subject to Executive’s execution and delivery of a release in the form then
      deemed appropriate by the Company, severance consisting of continuation of
      her
      Base Salary, at the rate in effect on the date of Termination Without Cause,
      for
      six (6) months following the date of the Termination Without Cause.
      Notwithstanding the above, if the Executive’s contract is renewed after the
      first anniversary date of the date hereof, the Executive’s severance consisting
      of the continuation of her Base Salary, shall increase from six (6) months
      to
      twelve (12) months, with the same terms and conditions provided for herein.
      The
      date of termination of employment for Termination Without Cause shall be the
      date specified in the written notice of termination provided by the Company
      to
      Executive. Executive shall also be entitled to all of the Signing Bonus shares
      of Restricted Stock as if employed for over three (3) years as provided in
      Section 2(c), her pro-rata share of her cash bonus and if such Termination
      Without Cause occurs after May 1, 2011, vesting of all stock options as if
      Executive had been employed for over five (5) years as provided in Section
      2(d).
      Except as specifically set forth above, Executive covenants and agrees that
      she
      shall not be entitled to any other form of severance benefits from the Company,
      including, without limitation, benefits otherwise payable under the Company’s
      regular severance policies, if any, in the event her employment ends for any
      reason and, except with respect to obligations of the Company expressly provided
      for herein, Executive unconditionally releases the Company and its subsidiaries
      and affiliates, and their respective directors, officers, employees and
      stockholders, or any of them, from any and all claims, liabilities, or
      obligations under any severance arrangements of the Company or any of its
      subsidiaries or affiliates. 


    
      
        
        

      

      
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    Termination
      due to Disability. In
      the event of Executive’s Disability, the Company shall be entitled to terminate
      her employment. In the case that the Company terminates Executive’s employment
      due to Disability, Executive shall be entitled to her Base Salary, including
      any
      accrued but unused vacation time, up to and including the date of termination
      as
      well as any unpaid expense reimbursements. In addition, Executive shall also
      be
      entitled to all Signing Bonus shares of Restricted Stock that have vested at
      the
      time of termination, stock options that have vested at the time of termination
      and a pro-rata share of her cash bonus. As used in this Section 4(c), the term
      “Disability”
      shall mean the Company’s determination that due to physical or mental illness or
      incapacity, whether total or partial, Executive is substantially unable (with
      or
      without a reasonable accommodation) to perform her duties hereunder for a period
      of thirty (30) consecutive days or shorter periods aggregating sixty (60) days
      during any period of one hundred eighty (180) consecutive days.


    Death.
      This Agreement shall terminate automatically on Executive’s death. Any Base
      Salary, including any accrued but unused vacation time, earned by Executive
      for
      services rendered prior to Executive’s death and any unpaid expense
      reimbursements shall be paid. In addition, all Signing Bonus shares of
      Restricted Stock that have vested at the time of death, stock options that
      have
      vested at the time of death and a pro-rata share of Executive’s cash bonus. Such
      payments will be paid to and such stock and options tendered to Executive’s
      surviving spouse, of if Executive does not leave a surviving spouse, to
      Executive’s estate. No other benefits shall be payable to Executive’s estate or
      heirs pursuant to this Agreement, but amounts may be payable pursuant to any
      life insurance or other benefit plans maintained in whole or in part by the
      Company for the benefit of Executive, her estate or heirs.

    Timing
      of
      Payments.
      Notwithstanding any other provision with respect to the timing of payments
      under
      this Section 4, if, at the time of Executive’s termination, Executive is deemed
      to be a “specified employee” (within the meaning of Section 409A of the Internal
      Revenue Code (the “Code”),
      and any successor statute, regulation and guidance thereto) of the Company,
      then
      only to the extent necessary to comply with the requirements of Section 409A
      of
      the Code, any payments to which Executive may become entitled under this Section
      4 which are subject to Section 409A of the Code (and not otherwise exempt from
      its application) will be withheld until the first (1st)
      business day of the seventh (7th)
      month following the termination of Executive’s employment with the Company, at
      which time Executive shall be paid an aggregate amount equal to six (6) months
      of payments otherwise due to Executive under the terms of this Section 4. After
      the first business day of the seventh (7th)
      month following the termination of Executive’s employment and continuing each
      month thereafter, Executive shall be paid the regular payments otherwise due
      to
      Executive in accordance with the terms of the applicable provision of Section
      4.

    BENEFITS

     

    Executive
      will be entitled to participate in all employee benefit plans which may be
      instituted by the Company in its sole discretion, subject to restrictions.
      The
      foregoing shall not be construed to limit the ability of the Company to amend,
      modify or terminate any such benefit plans, policies or programs at any time
      and
      from time to time. 


    
      
        
        

      

      
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    Executive’s
      vacation is to accrue on a pro-rata basis as required by California law and
      to
      be taken in accordance with Company’s standard vacation policies. Unused
      vacation shall accrue in accordance with then-current Company policies. The
      Company’s paid holidays are in addition to the above-referenced vacation
      time.

    In
      addition to the compensation and benefits provided above, the Company shall,
      upon receipt of appropriate documentation, reimburse Executive for her
      reasonable and pre-approved travel, lodging, entertainment, promotion, and
      other
      ordinary and necessary business expenses consistent with the Company’s policies.
      No expense or reimbursement under this Section 5 shall be “grossed up” or
      increased to take into account any tax liability incurred by Executive as a
      result of such payment or reimbursement. 

    CONFIDENTIALITY
      AND NON-DISCLOSURE

     

    Inventions.
      The Company shall own all right, title and interest (including patient rights,
      copyrights, trade secret rights, mask work rights, trademark rights, and all
      other intellectual and industrial property rights of any sort throughout the
      world) relating to any and all proprietary software and inventions (whether
      or
      not patentable), works of authorship, mask works, designations, designs,
      know-how, ideas and information made or conceived or reduced to practice, in
      whole or in part, by Company or Executive prior to and during the Term of this
      Agreement in connection with or relating to the Company’s business
      (collectively, “Inventions”)
      and Executive will promptly disclose and provide all Inventions to the Company.
      All Inventions are work made for hire to the extent allowed by law and, in
      addition, Executive hereby makes all assignments necessary to accomplish the
      foregoing ownership. Executive shall further assist the Company, and execute
      any
      documents requested by the Company, at the Company’s expense, to further
      evidence, record and perfect such assignments, and to perfect, obtain, maintain,
      enforce, and defend any rights assigned. By signing this Agreement, Executive
      acknowledges that she has been informed and advised of California Labor Code
      section 2870 relating to the assignment of inventions as set forth in the
“Notice” attached as Exhibit “A” to this Agreement.

    Proprietary
      Information.
      Executive agrees that all Inventions, and all other business, technical and
      financial information (including, without limitation, the identity of and
      information relating to customers or employees), the Company or Executive
      develops, learns or obtains prior to and during the term hereof that relate
      to
      the Company or the business or anticipated business of Company or that are
      received by or for the Company in confidence, which is not information in the
      public domain, constitute “Proprietary
      Information.”
      Executive will hold in confidence and not disclose or, except in performing
      hereunder, use any Proprietary Information. Upon termination and as otherwise
      requested by the Company, Executive will promptly return to the Company all
      items and copies containing or embodying Proprietary Information, including,
      but
      not limited to, any copies of documents, computer print-outs, computer tapes,
      floppy disks, CD ROMS, etc., in any form, format or manner whatsoever. Executive
      also recognizes and agrees that Executive has no expectation of privacy with
      respect to the Company’s telecommunications, networking or information
      processing systems (including, without limitation, stored computer files, e-mail
      messages and voice messages) and that Executive’s activity, and any files or
      messages, on or using any of those systems may be monitored at any time without
      notice.


    
      
        
        

      

      
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    Confidential
      Information. The
      parties acknowledge that during the Term, Executive will perform essential
      services for the Company, its employees and shareholders, and for customers
      of
      the Company. Therefore, Executive will be given an opportunity to meet, work
      with and develop close working relationships with the Company’s clients and
      customers on a first-hand basis and will gain valuable insight as to the
      clients’ operations, personnel and need for services. In addition, Executive
      will have access to, and be required to work with, a considerable amount of
      the
      Company’s Proprietary Information. All business practices, techniques or
      processes that (i) derive independent economic value, actual or potential from
      not being generally known to, and not being readily ascertainable by proper
      means by, other persons who can obtain economic value from its disclosure or
      use; and (ii) is the subject of efforts that are reasonable under the
      circumstances to maintain its secrecy, are confidential ( the
“Confidential
      Information”)
      and/or Proprietary. This includes, but is not limited to information concerning
      the Company’s intellectual property (including proprietary software), methods of
      operation, financial information, strategic planning, operational budgets and
      strategies, payroll data, management systems programs, computer systems,
      marketing plans and strategies, merger and acquisition strategies, customer
      lists, customer contracts, files, letters, memoranda, reports, records, data,
      employee lists, salary information, training manuals, and other materials and
      business information of a similar nature, including information about the
      Company itself, which Executive acknowledges and agrees has been compiled by
      the
      Company’s expenditure of a great amount of time, money and effort, and that
      contains detailed information that could not be created independently from
      public sources. Further, all data, spreadsheets, reports, records, know-how,
      verbal communication, proprietary and technical information and/or other
      confidential materials of a similar kind transmitted by the Company to Executive
      are also Confidential and/or Proprietary Information.

    All
      Confidential and Proprietary Information is considered highly sensitive and
      strictly confidential. Executive agrees that at all times during the term of
      this Agreement and after the termination of employment with the Company for
      as
      long as such information remains non-public information, Executive shall (i)
      hold in confidence and refrain from disclosing to any other party all
      Confidential and Proprietary Information, whether written or oral, tangible
      or
      intangible, concerning the Company and its business and operations unless such
      disclosure is accompanied by a non-disclosure agreement executed by the Company
      with the party to whom such Confidential Information is provided, (ii) use
      the
      Confidential Information solely in connection with her employment with the
      Company and for no other purpose, (iii) take all precautions necessary to ensure
      that the Confidential and Proprietary Information shall not be, or be permitted
      to be, shown, copied or disclosed to third parties, without the prior written
      consent of the Company, (iv) observe all security policies implemented by the
      Company from time to time with respect to the Confidential and Proprietary
      Information, and (v) not use or disclose, directly or indirectly, as an
      individual or as a partner, joint venturer, employee, agent, salesman,
      contractor, officer, director or otherwise, for the benefit of himself or
      herself or any other person, partnership, firm, corporation, association or
      other legal entity, any Confidential or Proprietary Information, unless
      expressly permitted by this Agreement. Executive agrees that protection of
      the
      Company’s Confidential and Proprietary Information constitutes a legitimate
      business interest justifying the restrictive covenants contained herein.
      Executive further agrees that the restrictive covenants contained herein are
      reasonably necessary to protect the Company’s legitimate business interest in
      preserving its Confidential and Proprietary
      Information.


    
      
        
        

      

      
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    In
      the event that Executive is ordered to disclose any Confidential or Proprietary
      Information, whether in a legal or regulatory proceeding or otherwise, Executive
      shall provide the Company with prompt notice of such request or order so that
      the Company may seek to prevent disclosure prior to the required disclosure.
      

    Executive
      acknowledges that the Confidential and Proprietary Information is of value
      to
      the Company by providing it with a competitive advantage over its competitors,
      is not generally known to competitors of the Company, and is not intended by
      the
      Company for general dissemination. Executive acknowledges that the Confidential
      and Proprietary Information derives independent economic value, actual or
      potential, from not being generally known to, and not being readily
      ascertainable by proper means by, other persons who can obtain economic value
      from its disclosure or use, and is the subject of reasonable efforts to maintain
      its secrecy. Therefore, the Parties agree that all confidential and Proprietary
      Information under this Agreement constitutes trade secrets of the
      Company.

    NON-SOLICITATION

     

    Executive
      agrees and acknowledges that, during her employment and for a period of one
      year
      following the termination of this Agreement (the “Non-Solicitation
      Restrictive Period”),
      she will not, directly or indirectly, in one or a series of transactions, as
      an
      individual or as a partner, joint venturer, employee, agent, salesperson,
      contractor, officer, director or otherwise, for the benefit of herself or any
      other person, partnership, firm, corporation, association or other legal entity,
      use any confidential trade secret information of the Company to
      unlawfully:

     

    solicit
      or induce any customer, or any prospective customer, of the Company to patronize
      or do business with any business directly or indirectly in competition with
      the
      businesses conducted by the Company in any market in which the Company does
      business; or

     

    canvass,
      or solicit from any customer, or any prospective customer, of the Company any
      such business relationship that is in competition with the Company;
      or

     

    request
      or advise any customer or vendor, or any prospective customer or vendor, of
      the
      Company to withdraw, curtail or cancel any such customer’s or vendor’s business
      with the Company; or

     

    recruit,
      solicit or otherwise induce or influence any proprietor, partner, stockholder,
      lender, director, officer, employee, sales agent, joint venturer, investor,
      lessor, supplier, customer, agent, representative or any other person which
      has
      a business relationship with the Company to discontinue, reduce or modify such
      employment, agency or business relationship with the Company;
      or

     

    solicit
      or seek to employ or retain any person or agent who is then (or was at any
      time
      within twelve (12) months prior to the date Executive or such entity employs
      or
      seeks to employ such person) employed or retained by the Company.


     

    Notwithstanding
      the foregoing restricted unlawful conduct the parties agree that Executive
      may
      issue a general notification to customers upon the termination of the Agreement
      advising them of such termination and providing them with Executive’s contact
      information.


    
      
        
        

      

      
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    If
      Executive violates Executive’s obligations under this Section 7(a), then the
      time periods hereunder shall be extended by the period of time equal to that
      period beginning when the activities constituting such violation commenced
      and
      ending when the activities constituting such violation
      terminated.


    
      
        
        

      

      
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    Devotion
      to Employment.
      Executive shall devote substantially all of Executive’s business time and best
      efforts to the performance of Executive’s duties on behalf of the Company.
      During the Term, Executive shall not at any time or place or to any extent
      whatsoever, either directly or indirectly, without the express written consent
      of the Company (which consent can be withheld in the sole and absolute
      discretion of the Company), engage in any outside employment, or in any activity
      competitive with or adverse to Company’s business, practice or affairs, whether
      alone or as partner, member, officer, director, employee, shareholder of any
      corporation or as a trustee, fiduciary, consultant or other representative.
      This
      is not intended to prohibit Executive from engaging in nonprofessional
      activities such as personal investments or conducting to a reasonable extent
      private business affairs, as long as they do not conflict the with the Company
      as determined by the Company. Participation to a reasonable extent in civic,
      social or community activities is encouraged.

    Competing
      Business.
      During the Term, Executive shall not, directly or indirectly, (including,
      without limitation, as a partner, member, director, officer or employee of,
      or
      lender or consultant to, any other personal entity, or shareholder (other than
      as the holder of less than five percent (5%) of the stock of a corporation
      the
      securities of which are traded on a national securities exchange or in the
      over-the-counter market)), for Executive, or on behalf of, or in conjunction
      with, any other person(s), company, partnership, corporation, or governmental
      entity, in any manner whatsoever, or in any other capacity, within, into or
      from
      the Restricted Territory (as defined below) engage or cause others to engage
      in
      the same or similar business as the Company and its subsidiaries affiliates
      or
      parent corporation or any aspect thereof, unless first authorized in writing
      by
      the Company, which authorization may be withheld in the sole and absolute
      discretion of Company. For purposes of this Section 7(c), the term
“Restricted
      Territory”
      shall mean any geographical service area where the Company or any of its
      subsidiaries, affiliates or parent corporation is engaged in business sells
      products or performs services or has devoted resources to attempt to engage
      in
      business at any time, prior to the termination or at the time of termination
      or
      expiration. If Executive violates Executive’s obligations under this Section 7,
      then the time periods hereunder shall be extended by the period of time equal
      to
      that period beginning when the activities constituting such violation commenced
      and ending when the activities constituting such violation
      terminated.

    Judicial
      Amendment.
      If the scope of any provision of this Section 7 is found by a court of competent
      jurisdiction to be too broad to permit enforcement to its full extent, then
      such
      provision shall be enforced to the maximum extent permitted by law. The parties
      agree that the scope of any provision of this Agreement may be modified by
      a
      judge in any proceeding to enforce this Agreement, so that such provision can
      be
      enforced to the maximum extent permitted by law. If any provision of this
      Agreement is found to be invalid or unenforceable for any reason, it shall
      not
      affect the validity of the remaining provisions of this
      Agreement.

    INJUNCTIVE
      RELIEF AND DAMAGES

     

    Injunction.
      Executive acknowledges and agrees that a breach of Section 6 or 7 will cause
      immediate and irreparable injury and damage to the Company and that, upon a
      breach of Section 6 or 7, the Company cannot be made whole or have its interests
      completely protected solely by a monetary award of damages. Accordingly,
      Executive agrees that, if she breaches or threatens to breach any of the terms
      of Section 6 or 7, the Company shall be entitled to the issuance of a temporary
      and/or permanent injunction by any court of competent jurisdiction without
      the
      posting of any bond enjoining him from such unauthorized disclosure. The terms
      of Section 6 and 7 will survive the termination or expiration of this
      Agreement.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    Termination
      of Options.
      In addition to the foregoing and any other remedies that the Company may have,
      Executive acknowledges and agrees that, if Executive breaches Section 6 or
      7 of
      this Agreement, the Company shall have the right in its sole discretion to
      terminate any and all of Executive’s granted and vested Company stock
      options.

    Additional
      Remedies.
      The foregoing remedies are in addition to any other rights or remedies available
      to the Company.

    Attorney’s
      Fees.
      In the event Executive breaches or threatens to breach any of the terms of
      Section 6 or 7 of this Agreement, the Company shall be entitled to recover
      the
      actual attorneys' fees, costs and expenses incurred by the Company in connection
      therewith.

    INDEMNIFICATION

     

    To
      the
      fullest extent permitted by applicable law, the Employer agrees to indemnify,
      defend and hold the Executive harmless from any and all claims, actions, costs,
      expenses, damages and liabilities, including, without limitation, reasonable
      attorneys’ fees, hereafter or heretofore arising out of or in connection with
      activities of the Employer or its employees, including the Executive, or other
      agents in connection with and within the scope of this Agreement or by reason
      of
      the fact that she is or was a director or officer of the Employer or any
      affiliate of the Employer. To the fullest extent permitted by applicable law,
      the Employer shall advance to the Executive expenses of defending any such
      action, claim or proceeding. However, the Employer shall not indemnify the
      Executive or defend the Executive against, or hold her harmless from any claims,
      damages, expenses or liabilities, including attorneys’ fees, resulting from
      unlawful conduct on the part of Executive if, at the time of the unlawful
      conduct, the Executive believed the conduct to be unlawful. The duty to
      indemnify shall survive the expiration or early termination of this Agreement
      as
      to any claims based on facts or conditions which occurred or are alleged to
      have
      occurred prior to expiration or termination.

     

    TAX
      WITHHOLDING

     

    All
      amounts paid to Executive hereunder shall be subject to all applicable federal,
      state and local wage withholding. 

     

    REPRESENTATION
      BY EMPLOYEE

     

    Executive
      represents and warrants that her entering into this Agreement does not, and
      that
      her performance under this Agreement and consummation of the transactions hereby
      will not, violate the provisions of any agreement or instrument to which
      Executive is a party or any decree, judgment or order to which Executive is
      subject, and that this Agreement constitutes a valid and binding obligation
      of
      Executive in accordance with its terms. A breach of this representation will
      render all of the Company’s obligations under this Agreement ab
      initio.

     

    NOTICES

     

    Any
      notice required or permitted to be given by either party under or in connection
      with this Agreement shall be in writing and shall be deemed duly given (i)
      if
      personally delivered, (ii) if sent by registered or certified mail, return
      receipt requested, or (iii) if
      sent
      via facsimile transmission upon electronic confirmation of receipt thereof
      during normal business hours; to the applicable party at the address indicated
      below:


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    


     

    
      	
              If
                to the Company:

            	
              Global
                Med Technologies, Inc.

              12600
                West Colfax Avenue

              Suite
                C-420

              Lakewood
                CO 80215-3734

            
	 	
              Attention:

            	
              Michael
                I. Ruxin, M.D.,

            
	 	 	
              Chairman
                and CEO

            
	 	
              Fax:

            	
              (303)
                238-3368

            
	 	 	 
	
              With
                a copy to: 

            	
              K&L
                Gates LLP

              200
                S. Biscayne Blvd., Suite 3900

              Miami,
                FL 33131

            
	 	
              Attention:

            	
              Clayton
                E. Parker, Esq.

            
	 	
              Fax:

            	
              (305)
                358-7095

            
	 	 	 
	
              If
                to Executive: 

            	
              15353
                Clementia Circle

              Rancho
                Murieta, CA 95683

            
	 	
              Attention:

            	
              Karen
                Davis

            
	 	
              Fax:

            	
              (636)
                229-0407

            
	 	 	 
	
              With
                a copy to: 

            	
              MURPHY
                AUSTIN ADAMS SCHOENFELD LLP

              304
                “S” Street

              Sacramento,
                CA 95811

            
	 	
              Attention:

            	
              Dennis
                R. Murphy

            
	 	
              Fax:

            	
              (916)
                503-4000

            


    

     

    or,
      to
      such other address as shall be designated by such party in a written notice
      to
      the other party pursuant to the provisions of this Section 12. All such notices,
      requests, demands and other communications shall be effective when
      sent.

     

    WAIVER

     

    This
      Agreement constitutes the entire agreement between the parties as to the subject
      matter hereof. Accordingly, there are no side agreements or verbal agreements
      other than those that are stated in this document. Any amendment, modification
      or change in said Agreements must be done so in writing and signed by both
      parties.

     

    ASSIGNMENT

     

    Neither
      party shall assign or transfer its rights, or delegate its obligations under
      this Agreement to a third party without prior written approval of the other
      party.

    SEVERABILITY

     

    In
      the
      event a court or judge declares that any provision of this Agreement is invalid
      or unenforceable, it shall not affect or invalidate any of the remaining
      provisions. Further, the court shall have the authority to re-write that portion
      of the Agreement it deems unenforceable, to make it
      enforceable.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    GOVERNING
      LAW

     

    The
      laws
      of the State of California shall govern the interpretation and application
      of
      all of the provisions of this Agreement.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      the
      Company and Executive have executed this Agreement effective on the date set
      forth above.

     

    
      	
              THE
                COMPANY:

            	 	
              EXECUTIVE:

            
	
              GLOBAL
                MED TECHNOLOGIES, INC.

            	 	 
	 	 	 	 
	
              By:

            	
              /s/Michael
                I. Ruxin, M.D.

            	 	
              /S/
                Karen Davis

            
	
              Name:

            	
              Michael
                I. Ruxin

            	 	
              Karen
                Davis, Individually

            
	
              Title:

            	
              CEO

            	 	 


    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    NOTIFICATION
      REGARDING CERTAIN

    EXCLUSIONS
      FROM INVENTION ASSIGNMENTS

    (California
      Employees)

    


    THIS
      IS TO NOTIFY
      you in
      accordance with Sections 2870 and 2872 of the California Labor Code that the
      invention assignment agreement between you and the Company does not require
      you
      to assign or offer to assign to the Company any invention that you developed
      entirely on your own time without using the Company’s equipment, supplies,
      facilities or trade secret information, except for those inventions that
      either:

     

    1. Relate
      at
      the time of conception or reduction to practice of the invention to the
      Company’s business, or actual or demonstrably anticipated research or
      development of the Company; or

     

    2. Result
      from any work performed by you for the Company.

     

    To
      the
      extent a provision in your employment agreement purports to require you to
      assign an invention otherwise excluded from being required to be assigned
      pursuant to the preceding paragraph, the provision is against the public policy
      of the State of California and is unenforceable.

     

    This
      limited exclusion does not apply to any patent or invention covered by a
      contract between the Company and the United States or any of its agencies
      requiring full title to such patent or invention to be in the United
      States.

     

    The
      employee bears the burden of proving that an invention created by the employee
      should be excluded from the invention assignment agreement.

     

    I
      ACKNOWLEDGE RECEIPT
      of a
      copy of this notification.

     

    
      	
              By:

            	
              /S/Karen
                Davis

            
	 	
              Karen
                Davis

            
	
              Date:  

            	
              November
                3, 2008