Filed by Bowne Pure Compliance





EXHIBIT 10.4




	 	 	 
	

	 	100 Fairway Drive, Suite 134

Vernon Hills, Illinois 60061

Tel: 847-362-8200

Fax: 847-362-8394






October 3, 2007




David Starr

16 Mulberry East Rd

Deerfield, IL 60015




Dear David:



This letter constitutes the sole and complete one (1) year employment agreement concerning salary,
benefits and conditions of your employment by Winston Laboratories, Inc. (“Winston”). Your
position will be Vice President, Chief Financial Officer. In your position you will be responsible
for all financial functions of the Company.



Your annual base salary will be Two Hundred Thousand Dollars ($200,000). As you have stated that
you do not require medical coverage, you will not be covered by Winston’s Medical Policy. A 401K
Pension and Life Insurance plan will be made available. You will receive four (4) weeks of yearly
vacation each year of employment, and will also be eligible for Winston’s executive bonus (with a
maximum bonus opportunity of 40% of your base salary) and stock option plans, which are based both
on the performance of the company and the individual employee.



It is understood that you will begin your employment at Winston on or about November 1, 2007. If
you do not for any reason assume your duties for Winston by November 12, 2007, this employment
agreement shall be null and void. Prior to initiating your employment, and as a condition of such,
you will have to sign a Confidential Disclosure Agreement with Winston covering your employment.
You will agree that you will at all times faithfully, industriously and to the best of your
ability, experience, and talents, perform all of the duties as defined in writing that are or may
be required of you pursuant to the expressed and implicit terms of this contract, to the reasonable
satisfaction of Winston. Winston may discharge you in the event you violate any of the provisions
of this contract or 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 under this contract. Your employment may be terminated at the sole
option of Winston 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 four (4) 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.



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CONFIDENTIAL




 


 









 





David Starr

October 3, 2007




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 any 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.



If this agreement satisfactorily represents all of the conditions of your employment, please so
indicate by signing and dating on the appropriate lines below.



Sincerely,




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


	 	 	 	 
	Joel E. Bernstein, M.D.
	 	 	 	 
	 
	 	 	 	 
	JEB:ceg
	 	 	 	 
	 
	 	 	 	 
	/s/ David Starr
 

David Starr

	 	10/5/07
 

Date
	 	 





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CONFIDENTIAL