SEPARATION
      AGREEMENT AND GENERAL RELEASE

    


    This
      Separation Agreement and General Release (the "Agreement") is hereby entered
      into by and between Gary W. MacLeod ("Employee") and Non Invasive Monitoring
      Systems, Inc. its affiliates, directors, officers, employees and
      agents (the
      "Company"). 
      (Employee and the Company sometimes referred to collectively as the "Parties");
      

    


    WHEREAS,
      the Employee and the Company entered into an Employment Agreement dated November
      10, 2005 (“Employment Agreement”) which set forth that Employee shall sign a
      General Release prior to receipt of benefits under ¶10 (b) of the Employment
      Agreement; 

    WHEREAS,
      the parties agree that Employee’s employment was terminated without cause
      pursuant to ¶10(b) of the Employment Agreement; 

    


    WHEREAS,
      the Employee remains employed with the Company until January 31, 2008;


    


    WHEREAS,
      the Employee enters into this Agreement knowingly and voluntarily and with
      a
      full understanding of its terms and has been given the opportunity to consult
      advisors, legal and otherwise, of his own choosing and fully understands the
      meaning and intent of this Agreement; and 

    


    WHEREAS,
      in exchange for the benefits set forth herein (including the Release by the
      Company set forth herein), Employee desires and does release the Company, its
      affiliates, directors, officers, employees and agents from any obligations
      or
      liability in connection with his employment or the termination thereof;


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    NOW,
      THEREFORE,
      in exchange for the consideration contained herein, which the Parties hereto
      agree is sufficient, the Parties agree as follows:

    


    1.    PAYMENT: In
      consideration for the execution by Employee of this Agreement and in compliance
      with the promises made herein, the Company agrees to pay Employee severance
      benefits in accordance ¶ 10 (b)(i - iv) of the Employment Agreement, as modified
      herein. Employee represents that he has already received severance benefits
      pursuant to ¶10(b)(i) and ¶10(b)(ii) of the Employment Agreement and that the
      only benefits due and owing from the Company are those set forth under
¶10(b)(iv)[stock options] (as modified hereby) of the Employment Agreement (as
      the Company has no insurance plan there are no amounts owed under ¶10(b)(iii)).
      Employee agrees to forfeiture of sufficient options so that his current options
      will convert into 550,000 shares upon cashless exercise pursuant to the notice
      of cashless exercise of January 24, 2007. Employee agrees that all other options
      to purchase stock in the Company , granted to him in connection with his
      employment are hereby forfeited.

    


    2.    NO
      OTHER PAYMENTS DUE AND OWING: Employee
      hereby acknowledges and agrees that no other compensation, vacation, expense
      reimbursement or other payments or benefits of any kind are due and owing to
      Employee from the Company other than that which is set forth in ¶1 herein.


    


    3.    RELEASE
      BY EMPLOYEE: Employee
      understands and agrees that the promises and benefits set forth in ¶1, above,
      are in full settlement and satisfaction for the full release and discharge
      of
      all actions, claims, grievances, complaints, administrative claims and demands
      whatsoever that Employee had or now has or may have against the Company,
its
      affiliated
      companies, subsidiaries, predecessor companies, officers, employees,
      shareholders, partners, directors, divisions and agents, attorneys, contractors,
      consultants, successors and assigns (collectively “the Releasees”) and Employee
      does hereby release, acquit, satisfy, and forever discharge the Company and
      all
      Releasees from all manner of actions, causes of action, suits, debts, sums
      of
      money, agreements, damages, judgments, and claims and demands whatsoever, known
      or unknown, absolute or contingent, in law or equity, that Employee ever had,
      or
      now has against the Company and the Releasees, including, but not limited to,
      all matters arising out of, or either directly or indirectly pertaining to
      Employee’s employment with the Company and termination of employment at the
      Company including, without limitation, all claims including those brought under
      the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621,
et seq.
      ("ADEA"), Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C.
§§
2000e, et seq.,
      ("Title
      VII"), the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C §§1981,
et seq.
      ("Civil
      Rights Act"), the Civil Rights Act of 1991, as amended, 42 U.S.C. §1981a,
et seq.
      ("CRA
      of 1991"), the Americans with Disabilities Act, 42 U.S.C. §§ 12101, et seq.
      ("ADA"),
      the Family and Medical Leave Act, 29 U.S.C. §§2601, et seq.
      ("FMLA"), the Fair Labor Standards Act, 29 U.S.C. §201, et seq.
      ("FLSA"), the Employee Retirement Income Security Act of 1974, as amended,
      29
      U.S.C §1001, et seq.
      ("ERISA"), the Equal Pay Act, 29 U.S.C. §201, et seq.,
      (“EPA”), the Rehabilitation Act, 29 U.S.C. §§701, et seq.
      (“RA”),,
      Whistleblower Protection Statutes, 10 U.S.C §2409, 12 U.S.C. § 1831j, 31 U.S.C.
§ 5328, 41 U.S.C. § 265, (collectively as “WPS”) and/or any and all other
      equivalent federal, state, or local statutes, laws, rules and regulations
limited
      to, any claim of discrimination on the basis of race, sex, pregnancy, religion,
      marital status, sexual orientation, national origin, handicap or disability,
      age, veteran status, special disabled veteran status, or citizenship status
      or
      any other category protected by law; any other claim based on a statutory
      prohibition or requirement; any claim arising out of or related to an express
      or
      implied employment contract, any other contract affecting terms and conditions
      of employment, or a covenant of good faith and fair dealing; any tort claims,
      claims for workers compensation, any personal gain with respect to any claim
      arising under the qui tam provisions of the False Claims Act, 31 U.S.C. 3730
      and
      any claims to attorney fees or expenses.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    4.    RELEASE
      BY COMPANY. Company
      does hereby release, acquit, satisfy, and forever discharge Employee from all
      manner of actions, causes of action, suits, debts, sums of money, agreements,
      damages, judgments, and claims and demands whatsoever, known or unknown,
      absolute or contingent, in law or equity (other than for fraud, and other than
      those arising under this Agreement and the surviving provisions of the
      Employment Agreement), that Company ever had, or now has against the Employee,
      including, but not limited to, all matters arising out of, or either directly
      or
      indirectly pertaining to Employee’s employment with the Company and termination
      of employment at the Company. The Company has no current actual knowledge of
      any
      fraud engaged in by Employee (such knowledge of the Company being based solely
      on the actual knowledge of Dr. Sackner).

    


    5.    NO
      ADMISSION OF LIABILITY: Employee
      further understands and agrees that the consideration provided to Employee
      under
      the terms of this Agreement does not constitute an admission by the Company
      or
      Releasees that they have violated any such law or legal obligation, as to which
      the Company and Releasees expressly deny any such liability or violation,
      including any and all claims for costs; fees and other expenses, including
      attorney’s fees. 

    


    6.    NO
      REEMPLOYMENT AND RESIGNATION AS DIRECTOR. Employee
      further acknowledges and agrees that he will not apply for a job with the
      Company or the other Releasees at any time in the future
      and
      hereby waives any right that may accrue to him from any rejection of any such
      application for employment therefrom that he makes notwithstanding this
      provision. This Agreement shall constitute good and sufficient cause to reject
      any application Employee may make for employment with the Company or the other
      Releasees notwithstanding this Agreement. Employee will deliver to the Company
      a
      letter of resignation as a director of the Company and each of its subsidiaries
      upon execution of this Agreement.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    7.    REPURCHASE
      OF EQUIPMENT. Upon
      execution of this Agreement, Employee will repurchase the following equipment
      from the Company for $11,650, which equipment was previously sold by him to
      the
      Company for $11,650.

    


    
      	
              Qty

            	 	
              Item

            	 	
              Date
                Purchased

            	 	
              Cost

            	 
	  
	 	 
 	 	 
 	 	 
 	 
	
              2

            	 	 	
              Dark
                Oak Desk

            	 	 	
              3/31/2007

            	 	
              $

            	
              2,100.00

            	 
	
              1

            	 	 	
              Oval
                Conference Table

            	 	 	
              3/31/2007

            	 	
              $

            	
              1,000.00

            	 
	
              7

            	 	 	
              Swivel
                Chairs

            	 	 	
              3/31/2007

            	 	
              $

            	
              700.00

            	 
	
              4

            	 	 	
              Displays
                -Mkt

            	 	 	
              3/31/2007

            	 	
              $

            	
              1,400.00

            	 
	
              1

            	 	 	
              Black
                Metal Filing Cab.

            	 	 	
              3/31/2007

            	 	
              $

            	
              150.00

            	 
	
              4

            	 	 	
              CPU's

            	 	 	
              3/31/2007

            	 	
              $

            	
              1,500.00

            	 
	
              4

            	 	 	
              Monitors

            	 	 	
              3/31/2007

            	 	
              $

            	
              1,800.00

            	 
	
              4

            	 	 	
              HP
                Printers

            	 	 	
              3/31/2007

            	 	
              $

            	
              400.00

            	 
	
              1

            	 	 	
              Fax/Scanner/Copier

            	 	 	
              3/31/2007

            	 	
              $

            	
              100.00

            	 
	
              1

            	 	 	
              Laser
                Printer Color

            	 	 	
              3/31/2007

            	 	
              $

            	
              1,100.00

            	 
	
              1

            	 	 	
              Phone
                System

            	 	 	
              3/31/2007

            	 	
              $

            	
              1,400.00

            	 
	 	 	 	 	 	 	
               

            	 	
              $

            	
              11,650.00

            	 


    

    


    Transport
      of the equipment (including without limitation all shipping costs and expenses)
      from the Company’s offices to Employee’s destination shall be the sole
      responsibility of Employee. Employee shall transport such equipment within
      ten
      days of the execution of this Agreement. In addition, Employee represents and
      warrants that the foregoing equipment is the only equipment he has ever sold
      to
      the Company.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    7.    NO
      OTHER CLAIMS:
      Employee represents that he has not filed any complaint or charges, either
      formal or informal, against the Company with any local, state or federal agency
      or court relating to his employment; that he will not do so at any time
      thereafter; and that, if any such agency or court assumes jurisdiction of any
      such complaint or charge against the Company on behalf of the Employee, Employee
      will direct that agency or court to withdraw from the matter. Employee will
      not
      voluntarily seek to cooperate nor participate in the investigation or
      prosecution of any action against the Company. 

    


    8.    SURVIVAL
      OF TERMS:  Employee
      understands that pursuant to ¶12(h) of the Employment Agreement, that the
      following provisions shall continue and survive Employee’s termination of
      employment and are specifically incorporated herein: Confidentiality, Disclosure
      of Information and Inventories (¶4), Non Solicitation (¶5), Non Competition (¶6)
      and Non Disparagement (¶7).

    


    9.    CONFIDENTIALITY:
      Employee understands and agrees that all discussions, negotiations, proposals,
      correspondence and/or agreements by and between the Parties shall not be
      revealed by Employee to any third-party, including, but not limited to any
      firm,
      corporation, association, partnership, governmental agency, members of the
      press
      and media, present and former officers, and any other members of the public,
      including, but not limited to, current, former or future employees, agents,
      or
      representatives of the Company. This confidentiality requirement shall not,
      however, preclude Employee from disclosing the existence or terms of the
      Agreement to his spouse or immediate family members; nor shall it preclude
      Employee from disclosing the existence or terms of the Agreement to his
      accountants, financial advisors and/or attorneys (as to whom the Employee shall
      relay the instant confidentiality requirement), or in compliance with a
      subsequent subpoena or to any governmental authorities which require such
      information. 

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    10.    BREACH
      BY EMPLOYEE: The
      Company’s obligations to the Employee after the Effective Date are contingent on
      Employee’s obligations under this Agreement. Any material breach of this
      Agreement by the Employee will result in the immediate cancellation of the
      Company’s obligations under this Agreement and of any benefits that have been
      granted to the Employee by the terms of this Agreement or ¶10(b) of the
      Employment Agreement, except
      to the extent that such cancellation is prohibited by law or would result in
      the
      invalidation of the foregoing release.

     

    11.    CHOICE
      OF LAW: This
      Agreement shall in all respects be interpreted, enforced, and governed under
      the
      substantive and procedural laws of the State of Florida. The language of all
      parts of this Agreement shall in all cases be construed as a whole, according
      to
      its fair meaning and not strictly for or against either of the
      parties.

    


    12.    SEVERABILITY:
      Should
      any of the provisions of this Agreement be declared or be determined by any
      court of competent jurisdiction to be illegal, invalid or unenforceable, the
      legality, validity and enforceability of the remaining parts, terms or
      provisions shall not be affected thereby and said illegal, unenforceable or
      invalid part, term or provision shall be deemed not to be part of this
      Agreement.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    13.    EXECUTION
      IN COUNTERPARTS: This
      Agreement may be executed simultaneously 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.

     

    14.    ENTIRE
      AGREEMENT: This
      Agreement constitutes the entire agreement between the parties pertaining to
      the
      subject matter of Employee’s separation from the Company. No changes, additions
      or modifications to this Agreement shall be valid unless set forth in writing
      and signed by each of the parties. 

    


    15.    REVIEW
      PERIOD: Employee
      also hereby acknowledges and agrees that, pursuant to the Older Workers Benefits
      Protection Act, he has been offered at least twenty-one (21) days to consider
      all the terms and conditions of this Agreement, including for the purpose of
      consulting with an attorney. The Company acknowledges that this Agreement may
      be
      revoked by Employee within seven (7) days after this Agreement
      is signed by Employee and that such revocation is effective upon receipt of
      

    


    
      	written
              notice to:	
              Marvin
                A. Sackner, M.D. Honorary M.D. University of
                Zurich

            


    

    Chief
      Executive Officer & Chairman of the Board NIMS, Inc.

    IVAX
      Building 

    4400
      Biscayne Boulevard, 6th
      Floor

    Miami,
      Florida 33137

    


    
      	a
              copy to:	
              William
                P. Oberdorf, Esq. 

            


    

    LeClairRyan

    2
      Penn
      Plaza East  

    Newark,
      New Jersey 07105

    


    This
      Agreement shall not become effective or enforceable until the seven day
      revocation period has expired (the "Effective Date", i.e. seven days after
      this
      Agreement has been signed by Employee) and no payments will be made hereunder
      until such revocation period has expired. Any payments made to Employee shall
      be
      returned upon revocation. 

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    16.    BY
      SIGNING THIS SEPARATION AGREEMENT AND GENERAL RELEASE, EMPLOYEE
      AFFIRMS: 

     

    HE
      HAS READ IT; 

    


    HE
      UNDERSTANDS IT, AND KNOWS THAT HE IS GIVING UP IMPORTANT RIGHTS;

    


    HE
      AGREES WITH EVERYTHING IN IT;

    


    HE
      HAS BEEN ADVISED TO CONSULT WITH HIS ATTORNEY PRIOR TO EXECUTING THIS SEPARATION
      AGREEMENT AND GENERAL RELEASE ;

    


    HE
      HAS SIGNED THIS SEPARATION AGREEMENT AND GENERAL RELEASE KNOWINGLY AND
      VOLUNTARILY.

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF,
      this Agreement is executed this 22nd day of February, 2008. 

     

    
      	 	Gary W.
              MacLeod
	 	 
	 	/s/ Gary
              W.
              MacLeod
	 	
              

            
	 	 	 
	 	 	 
	 	Non
              Invasive Monitoring Systems, Inc. 
	 
 	 
 	 
 
	Dated:	By:  	 
	 	Name:	
              

            
	 	Title:	 


    

    


    


    
      	STATE OF	Florida	)
	 	 	)
	COUNTY OF	Sarasota	)


    

     

    The
      foregoing instrument was acknowledged before me in Sarasota County, Florida,
      this 22nd day of February, 2008, by Gary W. MacLeod, who is personally
      known to me or who has produced a Florida driver's license (number # M 243
      299-63-190-0) as identification and who did take oral oath.

     

    
      	 	Notary
              Public:	/s/
              Lorene
              Cleary
	 
 	 
 	
              

            
	 	 	State
              of Florida
              at Large
	
              SEAL

            	
            	 
	 	Print Name:

My
              Commission Expires:	Lorene Cleary
              
05/10/2010
	 	 	
              
 


    

     

    Dated:
      2/22/08

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    
      IN
        WITNESS WHEREOF,
        this Agreement is executed this 26th day of February, 2008. 

       

      
        	 	Gary W.
                MacLeod
	 	 
	 	 
	 	
                

              
	 	 	 
	 	 	 
	 	Non
                Invasive Monitoring Systems, Inc. 
	 
 	 
 	 
 
	Dated:
                02/26/2008	By:  	/s/
                Marvin A Sackner, M.D.
	 	Name:	
                
Marvin
                A Sackner, M.D.
	 	Title:	COB &
                CEO


      

      


      


      
        	STATE OF	Florida	)
	 	 	)
	COUNTY OF	Miami-Dade	)


      

       

      The
        foregoing instrument was acknowledged before me this 26th day of February,
        2008, by M. Sackner, M.D., as officer of Non-Invasive Monitoring Systems,
        Inc.
        who is personally known to me or who has produced a _______________
        driver's license (number ___________________) as identification and who did
        take
        oral oath.

       

      
        	 	Notary
                Public:	/s/
                Marco A.
                Lopez
	 
 	 
 	
                

              
	 	 	State
                of
                Florida
	
                SEAL

              	
              	 
	 	Print Name:

My
                Commission Expires:	Marco A. Lopez
                
03/30/2011
	 	 	
                
 


      

       

      Dated:
        2/26/08

       

      
        
           

        

          10