**Exhibit10.23**

**EXECUTIVEEMPLOYMENT AGREEMENT**

This **EXECUTIVE EMPLOYMENT AGREEMENT**("Agreement") is made and entered into as of July 31, 2013, by and between Oncologix Tech, Inc. (Company), a companyduly incorporated and validly existing under the laws of Nevada and Vickie G. Hart ("Executive"), with principal officelocated at 212 Edgewood Drive, Pineville, Louisiana 71360.

**RECITALS**

A. **WHEREAS**, the Companywishes to ensure that it will have the benefits and knowledge of Employee's services and expertise on the terms and conditionshereinafter set forth; and

C. **WHEREAS**, Oncologix Tech,Inc. is a diversified medical device and healthcare holding company.

D. **WHEREAS,** Oncologix TechInc. has acquired 100% of the common stock of Angels of Mercy, Inc. with business activities in the Personal Care Attendant (PCA)non-medical, healthcare services.

E. **WHEREAS**, the Companydesires to engage Ms. Vickie G. Hart as President of Angels of Mercy, Inc. and the Executive desires to provide employment servicesto the Company on all of the terms and conditions herein set forth.

F. **WHEREAS,** the Companydesires to provide the Executive with compensation in recognition of the Executive's valuable skills and services.

**NOW, THEREFORE**, in considerationof the mutual covenants and conditions herein contained, the parties hereto agree as follows:

**ARTICLE I. DEFINITION**

In this Agreement, unless the contextotherwise requires, the following words shall have the following meaning:

"Board" means the Boardof Directors of the Company;

“Business” means Angelsof Mercy, Inc, a company incorporated and validly existing under the laws of the state of Louisiana;

"Company" means OncologixTech, Inc., a company duly incorporated and validly existing under the laws of the Nevada;

"Commencement Date" meansApril 2, 2013, the date of commencement of Employment;

"Company Group" meansthe Company and all of its subsidiaries;

"Employment" means theemployment of the Executive under the terms herein;

"Executive" means VickieG. Hart, a citizen of the United States of America ;

Confidentiality and Non-CompetitionAgreement" means the Confidentiality and Non-competition Agreement to be executed by and between the Company and Executive;

 **ARTICLEII. POSITION AND DUTIES**

2.1 Employment. TheCompany hereby employs the Executive as President of Business. The Executive hereby accepts such engagement with the Company andBusiness, in accordance with and subject to all of the terms, conditions and covenants set forth in this Agreement. The Executiveprincipal office is located at 212 Edgewood Drive, Pineville, Louisiana 71360, Angels of Mercy, Inc. is headquartered at 1306 SavoyRoad, Youngsville, Louisiana 70508, and Oncologix Tech, Inc. is headquartered at PO Box 8832, Grand Rapids, MI 49518-8832 and theExecutive will travel as required within the US.

2.2 Scope of Duties.The Executive shall be the President and shall have such other additional positions with the Business as the Chief Executive Officerand the Company shall determine from time to time. The Executive shall have responsibility for the following duties, operatingwithin such established guidelines, plans or policies as may be established or approved by the Company from time to time:

(a) prepare, in coordination withthe Company’s Chief Executive Officer and Chief Financial Officer, deliver GAAP Business financial statements, includingbut not limited to the Monthly Balance Sheets and Income Statements, Quarterly Business Reports, assist with Press Releases andother items required by the Company, verification of payment of all Business federal, state income taxes and payroll taxes, andverify to Chief Financial Officer continued Business cash flow for all debt service and operational requirements;

(b) as President, maintain allBusiness records relating to Angels of Mercy, Inc. and its subsidiaries, including but not limited to board minutes;

(c) supporting the Company Boardof Directors, company legal representative, and the Chief Executive Officer in such matters as preparation and presentation ofsuch financial and statistical reports as may be requested from time to time and assisting in the Company's business and strategicplanning and preparation of the Business annual budgets;

(d) such otherresponsibilities and duties customarily performed by the President of companies in the Personal Care Attendant (PCA) healthcareservices industry;

2.3 Other Business Affiliations.The Executive agrees that, without the approval of the Chief Executive Officer, the Executive shall not, during the period of employmentwith the Company, devote more than 15% at any time to any other business affiliation which would interfere with or derogate fromExecutive's obligations under this Agreement. The Executive represents and warrants that her service as such Executive does notcreate any conflict of interest in relation to her duties and obligations to the Business or Company hereunder, and agrees thatin the event such a conflict arises, she will promptly report it to the Chief Executive Officer.

2.4 No Breach of Duty.The Executive represents that the Executive's performance of this Agreement is as an employee of the Business and will not breachany agreement or duty to keep in confidence proprietary information acquired by the Executive in confidence or in trust (i) priorto employment with the Company or (ii) pursuant to his service referred to in Section 2.3. The Executive has not andwill not enter into any agreement either written or oral in conflict with this Agreement. The Executive is not presently restrictedfrom being employed by the Business or Company or entering into this Agreement.

**ARTICLE III. DURATION**

3.1 Commencement Date.The Executive's first day of employment shall be July 31, 2013 ("Commencement Date").

3.2 Term. This Agreementshall continue for an initial term of three (3) years from the Commencement Date unless otherwise terminated in accordancewith Article 8 below. Upon the expiration of the initial term, this Agreement shall be automatically extended for successive periodsof twelve (12) months, unless terminated by either party upon thirty (30) days' notice prior to the expiration of theinitial term or any subsequent terms.

**ARTICLE IV. COMPENSATION**

4.1 Salary. The Executiveshall be paid an initial base annual salary of $52,000 per annum, less deductions required by law, which shall be paid in equalmonthly installments in the U.S. dollar equivalent with the Business normal and customary payroll practices. Such salary shallbe increased at a minimum of 5% per year, reviewed annually, and any base salary increases or decreases will be approved by theChief Executive Officer, the Chief Financial Officer and the Company Board of Directors, Compensation Committee. If inadequatefunds are available, the salary and other benefits and expenses not paid to Executive shall be accrued per quarter. At the endof the quarter, approved at the sole discretion by the Chief Executive Officer, the accrued salary may be converted into Companystock forty five (45) days after the end of the quarter and converted in stock at a price equivalent to the lowest five (5) dayaverage bid price during the preceding quarter.

**4.2**PROFESSIONAL FEES.****The Company shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged bythe Company to the Business. All sums paid to the Executive or the Company in the way of fees or otherwise for other services ofthe Executive, shall, except as otherwise specifically agreed by the Company, be and remain the property of the Business and shallbe included in the Business’s name in such checking account or accounts as the Company may from time to time designate.

4.3 CLIENTS AND CLIENT RECORDS**. **TheBusiness shall have the authority to determine who will be accepted as clients of the Business, and the Executive recognizes thatsuch clients accepted are clients of the Business and not the Executive. All client records and files of any type concerning clientsof the Business shall belong to and remain the property of the Business, notwithstanding the subsequent termination of this Agreement.

**4.4**POLICIES AND PROCEDURES**.**The Company shall have the authority to establish from time to time the policies and procedures to be followed by the Executivein performing services for the Business. Executive shall abide by the provisions of any contract entered into by the Company underwhich the Executive provides services. Executive shall comply with the terms and conditions of any and all contracts entered bythe Company. Executive is not authorized to bind or negotiate contracts for the Business or enter into any legal or financial transactionwithout prior approval from the Chief Executive Officer outside of the normal course of business.

4.5 Bonus. The Executiveshall be eligible for an annual performance-based cash bonus at the discretion of the Chief Executive Officer.

4.6 Reimbursable Expenses.The Business shall reimburse the Executive for all reasonable business expenses incurred in the performance of the Executive'sduties, hereunder on behalf of the Business, subject to submission of expense reports and approval according to the Business andCompany's financial regulations.

4.7 Income Taxes. Thepayment of tax, social security and similar payments arising out of this Agreement shall be dealt with by the parties in accordancewith applicable laws and regulations.

4.8 The Executive agrees to anywithholdings that must be made by the Business pursuant to such laws and regulations. Furthermore, the Executive undertakes topromptly discharge any payments that are payable by him pursuant to such laws and regulations and agrees to indemnity the Businessand the Company and hold the Business and Company harmless from any and all claims made by any entity on account of an allegedfailure by the Executive to satisfy such obligations.

**ARTICLE V. OTHER BENEFITS, VACATION, HOLIDAYS, INSURANCE**

5.1 Vacation. The Executiveshall be entitled in each calendar year to fourteen (14) working days' vacation with full salary (in addition to statutoryholidays) to be taken at such reasonable time or times as approved by the Chief Executive Officer. The Executive may accumulateand carry forward unused vacation to the following calendar year. The entitlement to vacation and, on termination of employment,vacation pay in lieu of vacation, shall accrue pro rata throughout each calendar year of the period of employment.

5.2 Holidays. The Executiveshall be entitled to the all statutory public holidays observed.

5.3 Benefits. Executiveshall be entitled to participate in any and all medical insurance, group health care programs (including dental, vision and prescriptiondrug programs), disability insurance, pension and other benefit plans which are made generally available by the Business or Companyto other similarly situated Executives performing similar functions as Executive. The Company, in its sole discretion may at anytime, amend or terminate its benefit plans or programs; provided, however, that the Company shall not do so except to the extentthat such amendment or termination is in good faith and applies generally to all employees of the Company.

If the Company does not have anExecutive Benefit program available, the company will provide a monthly fixed amount of $400.00 to secure Health/Dental and LongTerm Disability insurance.

5.4 Key ManInsurance.The Company may maintain, at its expense, Key Man Life Insurance (the "Policy") on the life of Employee for the benefitof the Company with a benefit of Two Hundred and Fifty Thousand Dollars ($250,000). Employee's signature to this Agreement constitutesEmployee's written consent to being insured under the Policy and that the Company may continue such life insurance coverage afterEmployee's employment with the Company terminates, regardless of the cause of such termination. Employee shall make all necessaryapplications, submit to physical examinations and otherwise cooperate with the Company with respect to the purchase of the policy.

5.5****Death of Executive. In the event the Executive shall die during the term hereof, the Company shall pay to theExecutive's surviving spouse, or if the Executive shall leave no surviving spouse, then to the Executive's estate, only such amountsas may have been earned by the Executive prior to the Executive's date of death, but which were unpaid at date of death.

5.6 Life Insurance. Companyshall provide a term life policy to Executive in the face value amount of 3x annual base salary.

**ARTICLE VI. CONFIDENTIALITY,NONSOLICITATION AND NONCOMPETITION**

6.1 Confidentiality.During his employment, the Executive will have access to, will become acquainted with various trade secrets, confidential and proprietaryinformation relating to the business of the Company and its subsidiaries, including but not limited to customers, employee, supplier,and distributor lists, contacts, addresses, information about employees and employee relations, training manuals and procedures,recruitment methods and procedures, business plans and projections, employment contracts, employee handbooks, information aboutcustomers and suppliers, price lists, costs and expenses, documents, budgets, proposals, financial information, inventions, patterns,processes, formulas, data bases, know how, developments, experiments, improvements, computer programs, manufacturing, recruitmentand distribution techniques, specifications, tapes, and compilations of information, all of which are owned by the Business, theCompany and its subsidiaries, other parties with which the Company and its subsidiaries do business ("Third Parties")or customers of the Company and its subsidiaries, and which are used in the operation of the business of the Business and its subsidiaries,or such Third Parties or customers. The Executive agrees at all times during the term of his employment and thereafter to holdin strictest confidence, and not to use, except for the benefit of the Business, or to disclose directly or indirectly to any person,firm or corporation without written authorization of the Chief Executive Officer, any trade secrets or confidential information.In addition, the Executive understands "trade secret" or "confidential information" means all information concerningthe Business, the Company and its subsidiaries, Third Parties and/or customers (including but not limited to information regardingthe particularities, preferences and manner of doing business) that is (i) not generally known to the public and (ii) cannotbe discovered or replicated by a third party without substantial expense and effort.

 6.2 Non-Solicitation.The Executive agrees that during the Executive's employment and for a period of the later of two (2) years after the terminationof employment hereunder where the Company does business, the Executive shall not:

(i) directly call upon or solicitany of the customers of the Business or its subsidiaries that were or became customers during the term of the Executive's employment(as used herein "Customer" shall mean any person or company as listed as such on the books of Business or its subsidiaries);or

(ii) induce its subsidiaries, attemptto induce any employee, agent or consultant of the Business to terminate his or her association with the Business, Company or itssubsidiaries.

6.3 Non-Competition.The Executive agrees that during the Executive's employment and for a period of three (3) years , subject to Section 2.3,devote full time to the business of the Company and will not directly or indirectly, engage, individually or as an officer, director,employee, consultant, advisor, partner or co-venture, or as a stockholder or other proprietor owning an interest in any firm, corporation,partnership or other organization in the business of Personal Care Attendant (PCA) healthcare services, selling or marketing ofservices in competition with the products and/or services of the Business and its subsidiaries. The Executive shall, during theterm of the Executive's employment and the term of the non-competition restriction, furnish to the Company a detailed statementof any outside employment or consulting services in which the Executive seeks to engage or invest, and, as from time to time requestedby the Company, resubmit for approval a detailed statement thereof. In the event the Company determines in good faith that suchviolation or conflict exists, the Executive shall refrain from such employment, consulting services or investment.

6.4 Enforceability.The Executive agrees that, having regard to all the circumstances, the restrictions in this Article 6 are reasonable and necessarybut no more than sufficient for the protection of the Business and the Company. The Company and Executive agree that:

(i) each restriction in this Article6 shall be read and construed independently of the other restrictions so that if one or more are found to be void or unenforceableas an unreasonable restraint of trade or for any other reason, the remaining restrictions shall not be affected; and

(ii) if any restriction is foundto be void but would be valid and enforceable if some part of it were deleted or the period thereof were deleted or the range ofactivities or area dealt with thereby were reduced in scope, the restriction shall apply with such modifications as may be necessaryto make it valid and enforceable.

6.5 Injunctive Relief.In the event of the breach or threatened breach by the Executive of this Article 6, the Company, in addition to all other remediesavailable to it at law or in equity, will be entitled to seek injunctive relief and/or specific performance to enforce this Article6 in any court of competent jusrisdiction.****

6.6 Assignment and Transfer.Executive’s rights and obligations under this Agreement shall not be transferable by assignment or otherwise, and any purportedassignment, transfer or delegation thereof shall be void. This Agreement shall inure to the benefit of, and be binding upon andenforceable by, any purchaser of substantially all of Business and Company’s assets, any corporate successor to Business,Company or any assignee thereof.

**ARTICLE VII. ASSIGNMENT OF INVENTIONSAND INTELLECTUAL PROPERTY**

7.1 The parties foresee that theExecutive has created and may create business plans, marketing plans, designs or other intellectual property in the course of hisduties hereunder and agree that in this respect the Executive has a special responsibility to further the interests of the Company.

7.2 Any invention, production,marketing plan, web-site development, business plans, business improvement or design made or process or information discoveredor copyright work or trade mark or trade name or get-up source code or any other intellectual property created by the Executiveduring the continuance of his Employment hereunder (whether before or after the date hereof or whether capable of being patentedor registered or not and whether or not made or discovered in the course of his employment hereunder) in conjunction with or inany way affecting or relating to the business of any company or capable of being used or adapted for use therein or in connectiontherewith shall forthwith be disclosed to the Business and the Chief Executive Officer and shall belong to and be the absoluteproperty of such Business, the Company, the Company Group as the Company may direct.

7.3 The Executive if and wheneverrequired to do so by the Business shall at the expense of the Business or Company apply or join in applying for letters patentor other protection or registration for any such invention, improvement design process information work trade mark name or get-upsource code or other intellectual property rights as aforesaid which belongs to such company and shall at the expense of such companyexecute and do all instruments and things necessary for vesting the said letters patent or other protection or registration whenobtained and all right title and interest to and in the same in such company absolutely and as sole beneficial owner or in suchother person as the Company may specify.

7.4 The Executive hereby irrevocablyappoints the Business to be his attorney in his name and on his behalf to execute and do any such instrument or thing and generallyto use his name for the purpose of giving to the Business the full benefit of this Article and in favor of any third party a certificatein writing signed by any Executive or by the secretary of the Company that any instrument or act falls within the authority herebyconferred shall be conclusive evidence that such is the case.

**ARTICLE VIII. TERMINATION**

8.1 Except as otherwise providedin Sections 3.3 and 8.2, the Executive employment may be terminated by either party giving the other not less than thirty (30) days'notice in writing provided that the Business shall have the option to pay salary (pro-rated) in lieu of any required period ofnotice. Notwithstanding the thirty (30) days' notice requirement in this Section 8.1, the Executive agrees to continueto perform his duties hereunder until a new President of the Business is appointed and to ensure a smooth transition thereafter,and the terms of this Agreement shall continue to apply; provided that any such extension shall not exceed thirty (30) days.During such thirty (30) days' notice period and any extension thereof pursuant to this Section 8.1, the Business shalluse its diligent efforts to recruit a new President.

8.2 Notwithstanding the other provisionsof this Agreement, the Business and Company may terminate the Employment “With-Cause” forthwith without prior notice(but without prejudice to the rights and remedies of the Business) for any breach of this Agreement in any of the following cases:

(i) if the Executive fails or neglectsefficiently and diligently to carry out his duties to the reasonable satisfaction of the Chief executive Officer and the CompanyBoard;

(ii) if the Executive is guiltyof serious misconduct in connection with the Employment;

(iii) if the Executive is convictedof any criminal offense, which might reasonably be thought to adversely affect the performance of his duties;

(iii) if the Executive does anyact or thing which may bring serious discredit on the Business, Company or the Company Group;

(iv) if the Executive commits anyserious breach of the Business By-Laws and operating procedures (as laid down by the Business and communicated to the Executivefrom time to time) and has caused serious financial loss to the Business;

(v) if the Executive fails to observeand perform any of the duties and responsibilities imposed by this Agreement or which are imposed by law, or is in breach of anyrepresentation, warranty or covenant made by the Executive under this Agreement;

(vi) if the Executive becomes unsoundof mind or suffers from a mental disorder; or

(vii) if the Executive otherwiseacts in breach of this Agreement so as materially to prejudice the business of the Business, Company or the Company Group.

8.3 The Executive shall not, atany time after termination of the Employment for whatever reason, represent himself as being in any way connected with the Businessor the Company.

8.4 Upon termination of the Employmentfor whatever reason, the Executive shall forthwith deliver to the Company or its authorized representative such of the followingas are in his possession or control:

(i) All keys, security and computerpasses, plans, statistics, documents, records, papers, magnetic disks, tapes or other software storage media including all copies,records and memoranda (whether or not recorded in writing or on computer disk or tape) made by the Executive of any confidentialor proprietary information relating to the business of the Company and its subsidiaries;

(ii) All credit cards and chargecards provided for the Executive's use by the Business; and

(iii) All other property of theCompany not previously referred to in this Article; and

(iv) any breachof this Agreement, which breach is not cured within thirty (30) days following written notice of such breach; and

(v) if Executive employment isterminated With Cause, Executive will not be entitled to any Executive severance pay but will receive payment for any unpaid salaryup to that event and paid for all unused vacation days accrued and unpaid expenses.

8.5 Termination With-Out Cause**.**The Company may terminate Executive’s employment hereunder at any time without cause, provided, however, that Executiveshall be entitled to severance pay in the amount of 26 weeks of Base Salary in addition to accrued but unpaid Salary and accruedvacation, less deductions required by law, but only if, Executive executes a valid and comprehensive release of any and all claimsthat the Executive may have against the Company in a form provided by the Company and Executive executes such form within ten (10)days of tender.

8.6 DISABILITY OF EXECUTIVE

The Company may terminate thisAgreement without liability if Executive shall be permanently prevented from properly performing his essential duties hereunderwith reasonable accommodation by reason of illness or other physical or mental incapacity for a period of more than 180 consecutivedays. Upon such termination, Executive shall be entitled to all accrued but unpaid Base Salary and vacation.

(i) Definitions - For purposesof this Agreement, whenever used in this Section 8.3:

"Total disability" shallmean that the Executive is unable, mentally or physically, whether it be due to sickness, accident, age or other infirmity, toengage in any aspect of the Executive's normal duties as set forth in this Agreement.

"Partial disability"shall mean that the Executive is able to perform, to some extent, on behalf of the Company, the particular services in which theCompany specializes, and which the Executive previously performed for the Company, but that the Executive is unable, mentally orphysically, to devote the same amount of time to such services as was devoted prior to the occurrence of such sickness or accident.

"Normal monthly salary"shall mean the salary which the Executive is being paid by the Company per month as of the commencement date of the period of disability,as specified hereinabove or as determined by the Board of Directors pursuant to the terms hereof.

(ii) Total Disability

During a single period of totaldisability of the Executive, the Executive shall be entitled to receive from the Company, the Executive's normal monthly salaryfor the shorter of first three (3) months of disability or until any disability insurance policy available through the Executive’semployment begins to pay benefits. If the single period of disability should continue beyond three (3) months, the Executive shallreceive only such amount as the Executive shall be entitled to receive under disability insurance coverage on the Executive, ifany.

 

 

(iii) Partial Disability

During a period of partial disabilityof the Executive, the Executive shall receive an amount of compensation computed as follows:

That portion of the Executive'snormal monthly basic compensation which bears the same ratio to the Executive's normal monthly basic compensation as the amountof time which the Executive is able to devote to the usual performance of services on behalf of the Company during such periodbears to the total time the Executive devoted to performing such services prior to the commencement date of the single period ofdisability, and such amount shall be calculated by multiplying the Executive’s basic compensation by a fraction, the numeratorof which shall be the percentage of normal services that the Executive is able to perform and the denominator which shall be thetotal services that the Executive is able to perform absent the partial disability.

(iv) Combination of Total andPartial Disability

If a single period of disabilityof the Executive consists of a combination of total disability and partial disability, the maximum total disability compensationto which the Executive shall be entitled from the Company under this disability provision shall not exceed an amount equal to one(1) times the Executive's normal monthly basic compensation.

(V) Broken Periods of Disability

A period of disability may be continuousor broken. If broken into partial periods of disability which are separated by intervening periods of work, there shall be aggregatedtogether all of such successive partial periods of disability except any period prior to the time when any single period of workextends for three months or longer; and such aggregated periods of disability shall be treated as a single period in determiningthe amount of disability compensation to which an Executive shall be entitled under any provision of this Section.

8.7 Termination Due to Disability

If and when the period of totalor partial disability of the Executive totals six months, the Executive's employment with the Company shall automatically terminate.Notwithstanding the foregoing, if the disabled Executive and the Company agree, the disabled Executive may thereafter be employedby the Company upon such terms as may be mutually agreeable.

8.8 Commencement Date of Disability

The commencement date of a periodof disability, whether it is a continuous period or the aggregate of successive partial periods, shall be the first day on whichthe Executive is disabled.

8.9 Dispute Regarding Existenceof Disability

Any dispute regarding the existence,extent or continuance of the disability shall be resolved by the determination of a majority of three (3) competent physicians,one (1) of whom shall be selected by the Company, one (1) of whom shall be selected by the Executive and the third (3rd) of whomshall be selected by the other two (2) physicians so selected.

**ARTICLE IX- INDEMNIFICATION**

9.1 The Executive hereby agreesto indemnify and hold the Business, the Company and its officers, directors, shareholders and Executives harmless from and againstany loss, claim, damage or expense, and/or all costs of prosecution or defense of their rights hereunder, whether in judicial proceedings,including appellate proceedings, or whether out of court, including without limiting the generality of the foregoing, attorneys'fees, and all costs and expenses of litigation, arising from or growing out of the Executive's breach or threatened breach of anycovenant contained herein.

9.2 The Business and Company herebyagrees to indemnify and hold the Executive harmless from and against any loss, claim, damage or expense, and/or all costs of prosecutionor defense of their rights hereunder, whether in judicial proceedings, including appellate proceedings, or whether out of court,including without limiting the generality of the foregoing, attorneys' fees, and all costs and expenses of litigation, arisingfrom or growing out of the Company’s breach or threatened breach of any covenant contained herein.

**ARTICLE X. MISCELLANEOUS PROVISIONS/JURISDICTION**

10.1 Severability.IIf any term or provision of this Agreement shall be held tobe invalid or unenforceable for any reason, such term or provision shall be ineffective to the extent of such invalidity or unenforceabilitywithout invalidating the remaining terms and provisions hereof, and this Agreement shall be construed as if such invalid or unenforceableterm or provision had not been contained herein.

10.2 Rights Cumulative**.**The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either partyhereto (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waiveits right to exercise any or all other rights and remedies.

**10.3**Nonwaiver.****No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under lawshall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance.All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the caseof the Company, by an officer of the Company (other than Executive) or other person duly authorized by the Company.

10.4 Assistance in Litigation**.**Executive shall, during and after termination of employment, upon reasonable notice, furnish such information and proper assistanceto the Company as may reasonably be required by the Company in connection with any litigation in which it or any of its subsidiariesor affiliates is, or may become a party; provided, however, that such assistance following termination shall be furnished at mutuallyagreeable times and for mutually agreeable compensation.

 

10.5 Survival. Articles6 and 7 and Section 9.7 shall survive the termination of this Agreement.

10.6 Entire Agreement.This Agreement, together with all award agreements and long-term incentive agreements is the entire agreement between the partieshereto concerning the subject matter hereof and supersedes and replaces all prior or contemporaneous agreements or understandingsbetween the parties.

10.7 Employment Amendments.This Agreement may not be amended or modified in any manner, except by an instrument in writing signed by duly authorized membersof the Board.

10.8 Notices. Unlessotherwise provided herein, any notice required or permitted under this Agreement shall be given in writing and shall be deemedto have been duly given upon personal delivery to the party to be notified or ten (10) business days after being mailed by UnitedStates certified or registered mail, postage prepaid, return receipt requested or five (5) days after being sent by Federal Expressor other recognized overnight delivery to the following respective addresses, or at such other address as each may specify by noticeto the other:

**Notice to the Executive:**

Vickie G. Hart

212 Edgewood Drive

Pineville, Louisiana 71360

 

10.9 Governing Law.This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of Louisiana.

11.1 Jurisdiction.Unless otherwise provided for in this Agreement, the courts within Rapides Parish, the City of Alexandria, Louisiana shall haveexclusive jurisdiction to adjudicate any dispute arising out of this Agreement and/or employment relationship or termination thereofand the Executive consents to such jurisdiction and venue.

**11.2**Construction.****The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construingor interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fairmeaning and not strictly for or against the Company or Executive.

11.3 Nonwaiver.****Nofailure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shallconstitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. Allwaivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case ofthe Business, by an officer of the Company (other than Executive) or other person duly authorized by the Company.

11.4 Arbitration. Any controversy,claim or dispute arising out of or relating to this Agreement or the employment relationship, either during the existence of theemployment relationship or afterwards, between the parties hereto, their assignees, their affiliates, their attorneys, or agents,shall be settled by arbitration in Alexandria, Louisiana. Such arbitration shall be conducted in accordance with the then prevailingcommercial arbitration rules of the State of Louisiana but the arbitration shall be in front of an arbitrator, with the followingexceptions if in conflict: (a) one arbitrator shall be chosen by Executive and one (1) chosen by Company; (b) each partyto the arbitration will pay its pro rata share of the expenses and fees of the arbitrator(s), together with other expenses of thearbitration incurred or approved by the arbitrator(s); and (c) arbitration may proceed in the absence of any party if writtennotice of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in suchproceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered in any courthaving jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. All such controversies,claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided however, that nothing in thissubsection shall be construed as precluding the Company from bringing an action for injunctive relief or other equitable reliefor relief under the Confidential Information and Invention Assignment Agreement. The arbitrator shall not have the right to awardpunitive damages, consequential damages, lost profits or speculative damages to either party. The parties shall keep confidentialthe existence of the claim, controversy or disputes from third parties (other than the arbitrator), and the determination thereof,unless otherwise required by law or necessary for the business of the Company. The arbitrator(s) shall be required to follow applicablelaw.

**IF FOR ANY REASON THIS ARBITRATIONCLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALLRIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TOTHIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES****HERETO.**

12.0 Acknowledgment. TheExecutive acknowledges that when this Agreement is concluded, the Executive will be able to earn a living without violating theforegoing restrictions and that the Executive's recognition and representation of this fact is a material inducement to the executionof this Agreement and to Executive's continued relationship with the Company.

12.1 Survival of Covenants.. All restrictive covenants contained in this Agreement shall survive the termination of this Agreement.

12.2 Limitations on Authority.. Without the express written consent from the Company, the President shall have no apparent or implied authority to: (i) Pledgethe credit of the Company or any of its other Executives; (ii) Bind the Company under any contract, agreement, note, mortgage orotherwise; (iii) Release or discharge any debt due the Company; or (iv) sell, mortgage, transfer or otherwise dispose of any assetsof the Business.

 

 

12.3 Representation and Warrantyof Executive. The Executive acknowledges and understands that the Business and Company has extended employment opportunitiesto Executive based upon Executive's representation and warranty that Executive is in good health and able to perform the work contemplatedby this Agreement for the term hereof.

12.4 Invalid Provision; Severability.. The invalidity or unenforceability of a particular provision of this Agreement shall not affect the other provisions hereof,and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

12.5 Entire Agreement. ThisAgreement contains the entire agreement and supersedes all prior agreements with Executive and Company and all understandings,oral or written, with respect to the subject matter hereof. This Agreement may be changed only by an agreement in writing signedby the party against whom any waiver, change, amendment, modification, or discharge is sought.

 

**IN WITNESS WHEREOF,**theparties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

 

By: ________________________

Name: VickieG. Hart

Title:President, Angels of Mercy, Inc.

 

Oncologix**,Tech Inc.**

 

By: ________________________

Name: RoyWayne Erwin

Title:CEO and Chairman