Exhibit
10.23


EXECUTIVE
EMPLOYMENT AGREEMENT


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


RECITALS


A. WHEREAS, the Company
wishes to ensure that it will have the benefits and knowledge of Employee's services and expertise on the terms and conditions
hereinafter set forth; and


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


D. WHEREAS, Oncologix Tech
Inc. 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 Company
desires to engage Ms. Vickie G. Hart as President of Angels of Mercy, Inc. and the Executive desires to provide employment services
to the Company on all of the terms and conditions herein set forth.


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


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


ARTICLE I. DEFINITION


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


"Board" means the Board
of Directors of the Company;


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


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


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


"Company Group" means
the Company and all of its subsidiaries;


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


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


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


 ARTICLE
II. POSITION AND DUTIES


2.1 Employment. The
Company hereby employs the Executive as President of Business. The Executive hereby accepts such engagement with the Company and
Business, in accordance with and subject to all of the terms, conditions and covenants set forth in this Agreement. The Executive
principal office is located at 212 Edgewood Drive, Pineville, Louisiana 71360, Angels of Mercy, Inc. is headquartered at 1306 Savoy
Road, Youngsville, Louisiana 70508, and Oncologix Tech, Inc. is headquartered at PO Box 8832, Grand Rapids, MI 49518-8832 and the
Executive 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 Officer
and the Company shall determine from time to time. The Executive shall have responsibility for the following duties, operating
within such established guidelines, plans or policies as may be established or approved by the Company from time to time:


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


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


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


(d) such other
responsibilities and duties customarily performed by the President of companies in the Personal Care Attendant (PCA) healthcare
services 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 employment
with the Company, devote more than 15% at any time to any other business affiliation which would interfere with or derogate from
Executive's obligations under this Agreement. The Executive represents and warrants that her service as such Executive does not
create any conflict of interest in relation to her duties and obligations to the Business or Company hereunder, and agrees that
in 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 breach
any agreement or duty to keep in confidence proprietary information acquired by the Executive in confidence or in trust (i) prior
to employment with the Company or (ii) pursuant to his service referred to in Section 2.3. The Executive has not and
will not enter into any agreement either written or oral in conflict with this Agreement. The Executive is not presently restricted
from 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 Agreement
shall continue for an initial term of three (3) years from the Commencement Date unless otherwise terminated in accordance
with Article 8 below. Upon the expiration of the initial term, this Agreement shall be automatically extended for successive periods
of twelve (12) months, unless terminated by either party upon thirty (30) days' notice prior to the expiration of the
initial term or any subsequent terms.


ARTICLE IV. COMPENSATION


4.1 Salary. The Executive
shall be paid an initial base annual salary of $52,000 per annum, less deductions required by law, which shall be paid in equal
monthly installments in the U.S. dollar equivalent with the Business normal and customary payroll practices. Such salary shall
be increased at a minimum of 5% per year, reviewed annually, and any base salary increases or decreases will be approved by the
Chief Executive Officer, the Chief Financial Officer and the Company Board of Directors, Compensation Committee. If inadequate
funds are available, the salary and other benefits and expenses not paid to Executive shall be accrued per quarter. At the end
of the quarter, approved at the sole discretion by the Chief Executive Officer, the accrued salary may be converted into Company
stock forty five (45) days after the end of the quarter and converted in stock at a price equivalent to the lowest five (5) day
average 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 by
the Company to the Business. All sums paid to the Executive or the Company in the way of fees or otherwise for other services of
the Executive, shall, except as otherwise specifically agreed by the Company, be and remain the property of the Business and shall
be 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. The
Business shall have the authority to determine who will be accepted as clients of the Business, and the Executive recognizes that
such clients accepted are clients of the Business and not the Executive. All client records and files of any type concerning clients
of 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 Executive
in performing services for the Business. Executive shall abide by the provisions of any contract entered into by the Company under
which the Executive provides services. Executive shall comply with the terms and conditions of any and all contracts entered by
the Company. Executive is not authorized to bind or negotiate contracts for the Business or enter into any legal or financial transaction
without prior approval from the Chief Executive Officer outside of the normal course of business.


4.5 Bonus. The Executive
shall 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's
duties, hereunder on behalf of the Business, subject to submission of expense reports and approval according to the Business and
Company's financial regulations.


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


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


ARTICLE V. OTHER BENEFITS, VACATION
, HOLIDAYS, INSURANCE


5.1 Vacation. The Executive
shall be entitled in each calendar year to fourteen (14) working days' vacation with full salary (in addition to statutory
holidays) to be taken at such reasonable time or times as approved by the Chief Executive Officer. The Executive may accumulate
and 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 Executive
shall be entitled to the all statutory public holidays observed.


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


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


5.4 Key Man Insurance.
The Company may maintain, at its expense, Key Man Life Insurance (the "Policy") on the life of Employee for the benefit
of the Company with a benefit of Two Hundred and Fifty Thousand Dollars ($250,000). Employee's signature to this Agreement constitutes
Employee's written consent to being insured under the Policy and that the Company may continue such life insurance coverage after
Employee's employment with the Company terminates, regardless of the cause of such termination. Employee shall make all necessary
applications, 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 the
Executive's surviving spouse, or if the Executive shall leave no surviving spouse, then to the Executive's estate, only such amounts
as 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. Company
shall 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 proprietary
information 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 about
customers 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, recruitment
and distribution techniques, specifications, tapes, and compilations of information, all of which are owned by the Business, the
Company 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 hold
in 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 concerning
the Business, the Company and its subsidiaries, Third Parties and/or customers (including but not limited to information regarding
the particularities, preferences and manner of doing business) that is (i) not generally known to the public and (ii) cannot
be 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 termination
of employment hereunder where the Company does business, the Executive shall not:


(i) directly call upon or solicit
any 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, attempt
to induce any employee, agent or consultant of the Business to terminate his or her association with the Business, Company or its
subsidiaries.


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 of
services in competition with the products and/or services of the Business and its subsidiaries. The Executive shall, during the
term of the Executive's employment and the term of the non-competition restriction, furnish to the Company a detailed statement
of any outside employment or consulting services in which the Executive seeks to engage or invest, and, as from time to time requested
by the Company, resubmit for approval a detailed statement thereof. In the event the Company determines in good faith that such
violation 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 necessary
but no more than sufficient for the protection of the Business and the Company. The Company and Executive agree that:


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


(ii) if any restriction is found
to be void but would be valid and enforceable if some part of it were deleted or the period thereof were deleted or the range of
activities or area dealt with thereby were reduced in scope, the restriction shall apply with such modifications as may be necessary
to 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 remedies
available to it at law or in equity, will be entitled to seek injunctive relief and/or specific performance to enforce this Article
6 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 purported
assignment, transfer or delegation thereof shall be void. This Agreement shall inure to the benefit of, and be binding upon and
enforceable 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 INVENTIONS
AND INTELLECTUAL PROPERTY


7.1 The parties foresee that the
Executive has created and may create business plans, marketing plans, designs or other intellectual property in the course of his
duties 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 discovered
or copyright work or trade mark or trade name or get-up source code or any other intellectual property created by the Executive
during the continuance of his Employment hereunder (whether before or after the date hereof or whether capable of being patented
or registered or not and whether or not made or discovered in the course of his employment hereunder) in conjunction with or in
any way affecting or relating to the business of any company or capable of being used or adapted for use therein or in connection
therewith shall forthwith be disclosed to the Business and the Chief Executive Officer and shall belong to and be the absolute
property of such Business, the Company, the Company Group as the Company may direct.


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


7.4 The Executive hereby irrevocably
appoints the Business to be his attorney in his name and on his behalf to execute and do any such instrument or thing and generally
to 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 certificate
in writing signed by any Executive or by the secretary of the Company that any instrument or act falls within the authority hereby
conferred shall be conclusive evidence that such is the case.


ARTICLE VIII. TERMINATION


8.1 Except as otherwise provided
in 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 of
notice. Notwithstanding the thirty (30) days' notice requirement in this Section 8.1, the Executive agrees to continue
to 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 shall
use its diligent efforts to recruit a new President.


8.2 Notwithstanding the other provisions
of 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 neglects
efficiently and diligently to carry out his duties to the reasonable satisfaction of the Chief executive Officer and the Company
Board;


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


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


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


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


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


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


(vii) if the Executive otherwise
acts 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, at
any time after termination of the Employment for whatever reason, represent himself as being in any way connected with the Business
or the Company.


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


(i) All keys, security and computer
passes, 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 confidential
or proprietary information relating to the business of the Company and its subsidiaries;


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


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


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


(v) if Executive employment is
terminated With Cause, Executive will not be entitled to any Executive severance pay but will receive payment for any unpaid salary
up 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 Executive
shall be entitled to severance pay in the amount of 26 weeks of Base Salary in addition to accrued but unpaid Salary and accrued
vacation, less deductions required by law, but only if, Executive executes a valid and comprehensive release of any and all claims
that 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 this
Agreement without liability if Executive shall be permanently prevented from properly performing his essential duties hereunder
with reasonable accommodation by reason of illness or other physical or mental incapacity for a period of more than 180 consecutive
days. Upon such termination, Executive shall be entitled to all accrued but unpaid Base Salary and vacation.


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


"Total disability" shall
mean that the Executive is unable, mentally or physically, whether it be due to sickness, accident, age or other infirmity, to
engage 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 the
Company specializes, and which the Executive previously performed for the Company, but that the Executive is unable, mentally or
physically, 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 total
disability of the Executive, the Executive shall be entitled to receive from the Company, the Executive's normal monthly salary
for the shorter of first three (3) months of disability or until any disability insurance policy available through the Executive’s
employment begins to pay benefits. If the single period of disability should continue beyond three (3) months, the Executive shall
receive only such amount as the Executive shall be entitled to receive under disability insurance coverage on the Executive, if
any.


 


 


(iii) Partial Disability


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


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


(iv) Combination of Total and
Partial Disability


If a single period of disability
of the Executive consists of a combination of total disability and partial disability, the maximum total disability compensation
to 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 continuous
or broken. If broken into partial periods of disability which are separated by intervening periods of work, there shall be aggregated
together all of such successive partial periods of disability except any period prior to the time when any single period of work
extends for three months or longer; and such aggregated periods of disability shall be treated as a single period in determining
the 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 total
or 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 employed
by the Company upon such terms as may be mutually agreeable.


8.8 Commencement Date of Disability


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


8.9 Dispute Regarding Existence
of 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 whom
shall be selected by the other two (2) physicians so selected.


ARTICLE IX- INDEMNIFICATION


9.1 The Executive hereby agrees
to indemnify and hold the Business, the Company and its officers, directors, shareholders and Executives harmless from and against
any 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 any
covenant contained herein.


9.2 The Business and Company hereby
agrees to indemnify and hold the Executive harmless from and against any 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 Company’s breach or threatened breach of any covenant contained herein.


ARTICLE X. MISCELLANEOUS PROVISIONS/JURISDICTION


10.1 Severability.
I If any term or provision of this Agreement shall be held to
be invalid or unenforceable for any reason, such term or provision shall be ineffective to the extent of such invalidity or unenforceability
without invalidating the remaining terms and provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable
term 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 party
hereto (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive
its 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 law
shall 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 case
of 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 assistance
to the Company as may reasonably be required by the Company in connection with any litigation in which it or any of its subsidiaries
or affiliates is, or may become a party; provided, however, that such assistance following termination shall be furnished at mutually
agreeable times and for mutually agreeable compensation.


 


10.5 Survival. Articles
6 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 parties
hereto concerning the subject matter hereof and supersedes and replaces all prior or contemporaneous agreements or understandings
between 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 members
of the Board.


10.8 Notices. Unless
otherwise provided herein, any notice required or permitted under this Agreement shall be given in writing and shall be deemed
to have been duly given upon personal delivery to the party to be notified or ten (10) business days after being mailed by United
States certified or registered mail, postage prepaid, return receipt requested or five (5) days after being sent by Federal Express
or other recognized overnight delivery to the following respective addresses, or at such other address as each may specify by notice
to 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 have
exclusive jurisdiction to adjudicate any dispute arising out of this Agreement and/or employment relationship or termination thereof
and 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 construing
or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair
meaning and not strictly for or against the Company or Executive.


11.3 Nonwaiver. No
failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall
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 case of
the 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 the
employment 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 prevailing
commercial arbitration rules of the State of Louisiana but the arbitration shall be in front of an arbitrator, with the following
exceptions if in conflict: (a) one arbitrator shall be chosen by Executive and one (1) chosen by Company; (b) each party
to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator(s), together with other expenses of the
arbitration incurred or approved by the arbitrator(s); and (c) arbitration may proceed in the absence of any party if written
notice of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such
proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered in any court
having 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 this
subsection shall be construed as precluding the Company from bringing an action for injunctive relief or other equitable relief
or relief under the Confidential Information and Invention Assignment Agreement. The arbitrator shall not have the right to award
punitive damages, consequential damages, lost profits or speculative damages to either party. The parties shall keep confidential
the 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 applicable
law.


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


12.0 Acknowledgment. The
Executive acknowledges that when this Agreement is concluded, the Executive will be able to earn a living without violating the
foregoing restrictions and that the Executive's recognition and representation of this fact is a material inducement to the execution
of 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) Pledge
the credit of the Company or any of its other Executives; (ii) Bind the Company under any contract, agreement, note, mortgage or
otherwise; (iii) Release or discharge any debt due the Company; or (iv) sell, mortgage, transfer or otherwise dispose of any assets
of the Business.


 


 


12.3 Representation and Warranty
of Executive. The Executive acknowledges and understands that the Business and Company has extended employment opportunities
to Executive based upon Executive's representation and warranty that Executive is in good health and able to perform the work contemplated
by 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. This
Agreement 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 signed
by the party against whom any waiver, change, amendment, modification, or discharge is sought.


 


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


 


By: ________________________


Name: Vickie
G. Hart


Title:
President, Angels of Mercy, Inc.


 


Oncologix,
Tech Inc.


 


By: ________________________


Name: Roy
Wayne Erwin


Title:
CEO and Chairman