Filed by Bowne Pure Compliance





EXHIBIT 10.7









100 Fairway Drive

Suite 134

Vernon Hills, Illinois 60061




P: 847.362.8200

F: 847.362.8394




January 26, 2006




www.winstonlabs.com




Scott B. Phillips, M.D.

400 E. Randolph, #2409

Chicago, IL 60601




Dear Scott:



In addition to the “Change-in-Control” Agreement (“CICA”) that you already have with Winston
Laboratories, Inc. (“Winston” or the “Company”), the Company is herein providing you with a general
severance agreement to supplement/compliment the CICA. You agree that you will at all times
faithfully, industriously and to the best of your ability, experience, and talents, perform all of
the duties that have been, are, or may be required of you to the reasonable satisfaction of
Winston. Winston may discharge you in the event you violate any reasonable or customary rule or
regulation that may be established from time to time for the conduct of Winston’s business or for
any material breach or neglect of any duty or obligation of yours after written notice. Your
employment may be terminated at the sole option of Winston on thirty (30) days written notice from
Winston to you. If Winston terminates your employment you will receive your base salary and
medical and life insurance benefits at that time for an additional six (6) months from the date of
your termination, to be paid monthly as full compensation in payment for all claims under this
contract. If Winston terminates your employment, all benefits, not fully vested, cease and are
extinguished as of the date you receive the written notice of termination except for those
provisions heretofore stated as full compensation in payment for all claims under this contract.
COBRA benefits shall begin at the expiration of severance.



Winston’s exercise of its right to terminate hereunder shall be without prejudice to any other
remedy to which Winston may be entitled at law, in equity or under this agreement. You may upon
fourteen (14) days written notice terminate your employment with Winston. Likewise, the exercise
of your right to terminate hereunder shall be without prejudice to any other remedy to which you
may be entitled by law, in equity, or under this agreement. All legal issues shall be determined
in accordance with the laws of the state of Illinois in the Illinois state court that is mutually
agreeable to both parties. If you terminate your employment all salary and benefits from Winston
will immediately cease as of your termination date, and you will not be entitled to any benefits
which have not been fully vested at the time of your termination including bonuses for company
performance or for an equity transaction for the company. This agreement constitutes the agreement
between the parties and this contract shall not inure to the benefit of your successors, heirs
and/or legal representative.


 


 









 





Please sign and date below to represent that you are in full agreement with the severance terms
detailed herein.



	 	 	 
	Sincerely,
	 	 
	 
	 	 
	/s/ Joel E. Bernstein, M.D.
 


	 	 
	Joel E. Bernstein, M.D.
	 	 
	Founder, CEO
	 	 
	 
	 	 
	/s/ Scott B. Philips

	 	2/15/06
	 

	 	 
	Signature of Employee

	 	Date







 


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