EXHIBIT
      10.1

     

    SERVICES
      AGREEMENT

     

    This
      Services Agreement (this “Agreement”)
      is
      made as of November 1, 2007 by and between Laurier International, Inc., a
      Delaware corporation (the “Company”)
      and
      Fountainhead Capital Management Limited, an entity registered in Jersey
      (“FHCM”)
      (each
      a “Party”
and
      collectively referred to hereafter as the “Parties”).

     

    WITNESSSETH:

     

    WHEREAS,
      the Company is a shell corporation with limited resources to pursue its business
      plan and maintain its status as a publicly-reporting company. 

     

    WHEREAS,
      FHCM has substantial experience in corporate governance and management and
      has
      substantial expertise and contacts which are of value to the Company in the
      identification of prospective business opportunities for the Company and sources
      of financing;

     

    WHEREAS,
      the business plan of the Company is the identification of a suitable target
      for
      a potential merger or acquisition transaction commonly known as a “reverse
      merger” or “alternative public offering” transaction;

     

    WHEREAS,
      to facilitate pursuing the Company’s operation and pursuit of the goals stated
      in its business plan, the Company desires to engage FHCM to provide the services
      specified in this Agreement;

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants herein
      contained and for other good and valuable consideration, the receipt and
      adequacy of which are hereby acknowledged, the Parties, intending to be legally
      bound, hereby agree in good faith as follows:

     

    1.  Services.
      The
      services which FHCM shall provide under this Agreement, shall include the
      following:

     

    (a)
      FHCM
      will
      familiarize itself to the extent it deems appropriate with the business,
      operations, financial condition and prospects of the Company;

     

    (b)
      At
      the
      request of the Company’s management, FHCM will provide strategic advisory
      services relative to the achievement of the Company’s business
      plan;

     

    (c)
      FHCM
      will
      undertake to identify potential merger and acquisition targets for the Company
      and assist in the analysis of proposed transactions;

     

    (d)
      FHCM
      will
      assist the Company in identifying potential investment bankers, placement agents
      and broker-dealers who are qualified to act on behalf of the Company to achieve
      its strategic goals.

     

    (e)
      FHCM
      will
      assist in the identification of potential investors which might have an interest
      in evaluating participation in financing transactions with the
      Company;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f)
      FHCM
      will
      assist the Company in the negotiation of merger, acquisition and corporate
      finance transactions;

     

    (g)
      At
      the
      request of the Company’s management, FHCM will provide advisory services related
      to corporate governance and matters related to the maintenance of the Company’s
      status as a publicly-reporting company; and

     

    (h)
      At
      the
      request of the Company’s management, FHCM will assist the Company in satisfying
      various corporate compliance matters.

     

    FHCM
      is
      not a licensed broker-dealer. Under no circumstances will FHCM engage in any
      activities which would require licensure as a broker-dealer or
      otherwise.

    


    2.  Term
      and Termination.
      The
      term of this engagement shall be for a period of twelve (12) months commencing
      with the date of this Agreement and may be extended upon the mutual written
      agreement of the Parties. 

     

    3.  Consideration.
      In
      consideration for FHCM providing the services set forth in Section 1 above,
      the
      Company will pay to FHCM a quarterly fee of $10,000.00, payable in cash or,
      at
      the option of FHCM, in kind, on the first day of each calendar quarter
      commencing November 1, 2007. 

     

    4.  Notices.
      All
      notices, requests, demands, claims, and other communications hereunder shall
      be
      in writing. Any notice, request, demand, claim or other communication hereunder
      shall be deemed duly delivered four business days after it is sent by registered
      or certified mail, return receipt requested, postage prepaid, or one business
      day after it is sent for next business day delivery via a reputable overnight
      courier service, in each case to the intended recipient as set forth
      below:

    

      
        	
                If
                  to the Company:

              	 	
                Copy
                  to:

              
	 	 	 
	
                Laurier
                  International, Inc.

                122
                  Ocean Park Boulevard

                Suite
                  307

                Santa
                  Monica, California 90405

                 

                Attention:
                  Thomas Colligan

              	 	
                Law
                  Offices of Robert Diener

                122
                  Ocean Park Boulevard

                Suite
                  307

                Santa
                  Monica, California 90405

                 

                Attention:
                  Robert Diener

              
	 	 	 
	
                If
                  to the FHCM:

              	 	 
	
                 

                Fountainhead
                  Capital Management Limited

                Portman
                  House

                Hue
                  Street, St. Helier

                Jersey
                  JE4 5RP

                 

                Attention:
                  Richard Breeze

              	 	 


      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Any
      Party
      may give any notice, request, demand, claim or other communication hereunder
      using any other means (including personal delivery, expedited courier, messenger
      service, telecopy, telex, ordinary mail or electronic mail), but no such notice,
      request, demand, claim or other communication shall be deemed to have been
      duly
      given unless and until it actually is received by the party for whom it is
      intended. Any party may change the address to which notices, requests, demands,
      claims, and other communications hereunder are to be delivered by giving the
      other party notice in the manner herein set forth.

     

    5.  Miscellaneous.

     

    (a)
      Entire
      Agreement.
      This
      Agreement constitutes the entire agreement among the Parties and supersedes
      any
      prior understandings, agreements or representations by or among the Parties,
      written or oral, with respect to the subject matter hereof.

     

    (b)
      Succession
      and Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the Parties named
      herein and their respective successors and permitted assigns. No Party may
      assign either this Agreement or any of its rights, interests or obligations
      hereunder without the prior written approval of the other party.

     

    (c)
      Counterparts
      and Facsimile Signature.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which together shall constitute one and the same
      instrument. This Agreement may be executed by facsimile signature.

     

    (d)
      Headings.
      The
      section headings contained in this Agreement are inserted for convenience only
      and shall not affect in any way the meaning or interpretation of this
      Agreement.

     

    (e)
      Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of New York without giving effect to any choice or conflict
      of
      law provision or rule (whether of the State of New York or any other
      jurisdiction) that would cause the application of laws of any jurisdictions
      other than those of the State of New York.
      The
      Parties hereby consent to the exclusive jurisdiction of the courts of the State
      of New York located in the Borough of Manhattan and the United States District
      Court for the Southern District of New York for all disputes arising under
      this
      Agreement.

     

    (f)
      Amendments
      and Waivers.
      The
      Parties may mutually amend any provision of this Agreement at any time during
      the term of this Agreement prior to the termination of this Agreement. No
      amendment of any provision of this Agreement shall be valid unless the same
      shall be in writing and signed by the Parties. No waiver of any right or remedy
      hereunder shall be valid unless the same shall be in writing and signed by
      the
      party giving such waiver. No waiver by any party with respect to any default,
      misrepresentation or breach of warranty or covenant hereunder shall be deemed
      to
      extend to any prior or subsequent default, misrepresentation or breach of
      warranty or covenant hereunder or affect in any way any rights arising by virtue
      of any prior or subsequent such occurrence.

     

    (g)
      Severability.
      Any
      term or provision of this Agreement that is invalid or unenforceable in any
      situation in any jurisdiction shall not affect the validity or enforceability
      of
      the remaining terms and provisions hereof or the validity or enforceability
      of
      the offending term or provision in any other situation or in any other
      jurisdiction. If the final judgment of a court of competent jurisdiction
      declares that any term or provision hereof is invalid or unenforceable, the
      Parties agree that the court making the determination of invalidity or
      unenforceability shall have the power to limit the term or provision, to delete
      specific words or phrases, or to replace any invalid or unenforceable term
      or
      provision with a term or provision that is valid and enforceable and that comes
      closest to expressing the intention of the invalid or unenforceable term or
      provision, and this Agreement shall be enforceable as so modified.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (h)
      Construction.
      The
      language used in this Agreement shall be deemed to be the language chosen by
      the
      Parties to express their mutual intent, and no rule of strict construction
      shall
      be applied against any party. Any
      reference to any federal, state, local or foreign statute or law shall be deemed
      also to refer to all rules and regulations promulgated thereunder, unless the
      context requires otherwise.

     

    (i)
      Remedies. FHCM
      shall be entitled to enforce its rights under this Agreement specifically to
      recover damages by reason of any breach of any provision or term of this
      Agreement and to exercise all other rights existing in its favor. In the event
      of any dispute under this Agreement, the prevailing party shall be entitled
      to
      recover its costs incurred in connection with the resolution thereof, including
      reasonable attorneys fees. 

     

    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement as an
      instrument under seal as of the date first written above. 

    

      [signatures
        are on the following page]

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

    

    
      
        	
                Laurier
                  International, Inc.

              
	 	 
	 	
                /s/
                  Thomas Colligan

              
	
                By:

              	  

	
                Name:

              	
                Thomas
                  Colligan

              
	
                Title:

              	
                President

              
	 	 
	 	 
	
                Fountainhead
                  Capital Management Limited

              
	 	 
	 	
                /s/Gisele
                  La Miere

              
	
                By:

              	  

	
                Name:

              	
                Gisele
                  La Miere

              
	
                Title:

              	
                Director

              
	 	 
	 	
                /s/
                  Carole Dodge

              
	
                By:

              	  

	
                Name:

              	
                Carole
                  Dodge

              
	
                Title:

              	
                Director

              


      

    

     

    
      
         

      

      
        5