Unassociated Document


    
      
        

        
          	
                  STRATEGIC
      MANAGEMENT ADVISORY

                  &
      CONSULTING AGREEMENT

                


        

      

       

    

    Made
in Montréal and effective this 9th day of December
2008

    


    By
and between;

    


    Impact
Medical Solutions, Inc.,

    Being
Referred to as
Impact;

    


    And

    


    Mark
Billings,

    Being
Referred to as Consultant;

    


    
      
        
          

        

      

    

     

    Description

    


    Consultant will offer its
strategic management and financial expertise and services in business
development and corporate reorganization. Consultant will suggest financial
structures and linked strategies and will offer its expertise in the field of
mergers and acquisitions;

    


    The
present mandate expressly excludes investor relations and promotional
activities. Impact is well aware that Consultant does not offer this type of
services nor does it plan to do so in the future.

    


    Exclusivity and
Duration

    


    Impact
appoints Consultant as its non-exclusive exclusive agent for the implementation
of the scenarios originating from this mandate for a period of one (1) year, which is renewable
at the option of Impact for an additional one (1) year following the signing of
the present agreement.

    


    Confidential and/or Insider
Information

    


    Confidential
information of any nature that either party acquires regarding any aspect of the
other party's business shall be treated in strict confidence. Information so
obtained shall not be divulged, furnished or made accessible to third parties
without the written permission of the other party to this Agreement. Upon
termination of this Agreement, the terms of this paragraph shall remain in
effect for five years.

    


    


    



    
      
         


      

      
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    Compensation

    


    Consultant
compensation will be paid as follows:

    


    Monthly
fees of $11,500.00 plus the applicable taxes, payable in advance the first day
of the month.

    


    Expenses and other
fees

    


    All
expenses incurred by Consultant and authorized by Impact in relation with the
implementation of the mandate described in the present agreement will be paid on
presentation of an expense report on a monthly basis.

    


    Termination

    


    The
parties acknowledge that the termination of the present agreement is severable
of the termination of certain reciprocal obligations, thereof:

    


    
      	
               
      

            	
              ·

            	
              At
      the termination or conclusion of this agreement, Consultant agrees, unless
      notice of the contrary and according to the laws of the land, to keep any
      information gathered in the duration of this mandate
      confidential.

            


    

    


    
      	
               
      

            	
              ·

            	
              In
      case of unilateral termination by Impact of the present agreement, only
      the amount due for on-going year will be
  payable.

            


    

    


    SIGNED
IN MONTRÉAL THIS 9th DAY OF
DECEMBER, 2008

    


    


                                                                                                           

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	IMPACT
      MEDICAL SOLUTIONS, INC.  	 	Consultant
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                                    By:

                                  	
                                        /s/  Wayne
      Cockburn

                                  	 
      	
                                    By:

                                  	
                                        /s/  Mark
      Billings

                                  
	 
      	 
      	 
      	 
      	 
      
	
                                    Name:

                                  	
                                      Wayne Cockburn

                                  	 
      	
                                    Name:

                                  	
                                      Mark
Billings

                                  
	 
      	 
      	 
      	 
      	 
      
	
                                    Title:

                                  	
                                       CEO

                                  	 
      	
                                    Title:

                                  	  
        
	 
      	 
      	 
      	 
      	 
      
	
                                    Date:

                                  	
                                        December 9,
      2008

                                  	 
      	
                                    Date:

                                  	
                                        December 9,
      2008

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    



    
      
         


      

      
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      December
16, 2008

      


      Mr. Mark
Billings

      2020
University Street

      Montreal,
Quebec

      H3A
2A5

      


      OBJECT:
ACKNOWLEDGMENT OF MODIFIED TERMS OF CONSULTING AGREEMENT

      
        
          

        



      


      Dear Mr.
Billings,

      


      As we
discussed recently, it is of mutual interest that we make some modifications to
a previous agreement we both signed.  Reference is made to the
Strategic Management Advisory and Consulting Agreement (the “Agreement”) between
Impact Medical Solutions, Inc. (“IMSU”) and Mark Billings (“Consultant”) dated
December 9, 2008.

      


      This
letter will acknowledge that the compensation for the services to be provided by
Consultant under the Agreement will be considered paid in full upon the issuance
to Consultant of shares of common stock of IMSU (the “Shares”).

      


      The
Shares will be issued in the following manner:

      


      
        	
                 
      

              	
                ·

              	
                Four
      hundred and twenty seven thousand one hundred and forty three (427,143)
      shares of common stock will be issued immediately,
  and;

              


      

      


      
        	
                 
      

              	
                ·

              	
                Three
      hundred and twenty eight thousand five hundred and seventy one (328,571)
      shares of common stock will be issued upon the completion of a minimum of
      a one million (US$1,000,000) private placement of equity and/or debt
      securities of IMSU under terms deemed acceptable by IMSU (the “Private
      Placement”).

              


      

      


      IN
WITNESS WHEREOF IMSU AND CONSULTANT HAVE EXECUTED THIS AMENDMENT TO THE
AGREEMENT.

      


      


      By: /s/  Wayne D.
Cockburn              

            Name:  Wayne
D. Cockburn

            Title:  CEO

      


      


      By: /s/  Mark
Billings                                                      

            Name:  Mark
Billings

    

     

     

    
      Impact
Medical Solutions, Inc.   17011 Beach Boulevard, Suite 900,
Huntington Beach, CA   92647

      Bus.  714-841-2670    Fax.  714-841-2720