ex102


    EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement (this "Agreement")
      is
      made effective as of this ____th
      day of
      September, 2005, notwithstanding any other execution date, by and between eRXSYS
      Inc., a Nevada corporation (the "Company"),
      and
      Robert DelVecchio ("Executive").

    


    R
      E C I T A L S

    


    A. The
      Company is a corporation incorporated and in good standing under the laws of
      the
      State of Nevada engaged in Business as defined below.

    


    B. The
      Company desires to employ Executive, and Executive desires to be employed by
      the
      Company in accordance with the terms and conditions contained
      herein.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual promises and agreements contained
      herein, the Company and Executive hereby covenant and agree as
      follows:

    


    ARTICLE
      1

    DEFINITIONS

    


    The
      defined terms utilized throughout this Agreement shall have the following
      meanings which shall govern and control the interpretation of this Agreement:
      

    


    "Agreement"
      means
      this Employment Agreement.

    


    "Base
      Salary"
      shall
      have the meaning set forth in Section 3.1 of this Agreement.

    


    "Benefits"
      shall
      have the meaning set forth in Section 3.2 of this Agreement.

    


    "Business"
      shall
      mean the business of the Company which is engaged in operating pharmacies that
      specialize in dispensing highly regulated pain medication.

    


    "Confidential
      Information"
      shall
      mean any and all information about the Business, the Company, its subsidiaries
      and affiliates, and their respective clients and customers that is not available
      to the general public and that is learned by Executive in the course of his
      employment by the Company, including, without limitation, any and all of the
      following:

    


    (A)
       trade
      secrets, market studies, business plans, computer software and programs
      (including object code and source code), computer software and database
      technologies, systems, structures, and architectures (and related formulae,
      compositions, processes, improvements, devices, know-how, inventions,
      discoveries, concepts, ideas, designs, methods and information, and any other
      information), however documented, that is a trade secret within the meaning
      of
      the Uniform Trade Secrets Act (the "Act"),
      N.R.S.
§§600A.0.010 to 600A.100 et seq.; and

     

    
      
        
        

      

      
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            	(B)  	
                      
                      proprietary knowledge, data, business and product
                      development

                  


          

          opportunities,
            formulae, information, and suppliers, vendors, distributors, manufacturers
            and
            customer lists and all papers, resumes, records (including computer records)
            and
            the documents containing such Confidential Information.

           

        

      

    

    "Date
      of Termination"
      shall be
      two weeks following the date on which either party gives its written notice
      of
      termination in accordance with Section 7.5, provided Executive’s employment
      continues for such time. In the event Executive’s employment with the Company
      ends prior to such two week period, the Date of Termination shall be Executive’s
      last day of employment.

    


    "Effective
      Date"
      means
      the date set forth in the preamble to this Agreement.

    


    "Fiscal
      Year" means
      the
      Company's fiscal year, as it exists on the Effective Date or as changed from
      time to time.

    


    "Proprietary
      Items" shall
      mean any of the Company’s tangible property, trade secrets, business
      opportunities, and product development opportunities.

    


    ARTICLE
      2

    EMPLOYMENT
      TERMS AND DUTIES

    


    Section
      2.1 Employment.
      The
      Company hereby employs the Executive, and the Executive hereby accepts and
      agrees to furnish the Company with all the Executive’s skills and abilities to
      perform the duties and responsibilities of the Chief
      Executive Officer and Chief Financial Officer,
      upon
      the terms and conditions set forth in this Agreement commencing as of the
      Effective Date and ending on the Date of Termination.

    


    Section
      2.2 Duties.
      The
      Executive will have such duties consistent with the position of Chief Executive
      Officer and Chief Financial Officer and additional duties as are assigned or
      delegated to the Executive by the board of directors. The Executive will use
      his
      best efforts and devote whatever business time, attention, skill, and energy
      that are necessary to promote the success of the Business, and will cooperate
      fully with the board of directors of the Company in the advancement of the
      best
      interests of the Company. Nothing in this Section 2.2, however, will prevent
      the
      Executive from continuing his existing business as a broker / dealer or from
      engaging in additional business activities or activities in connection with
      personal investments and community affairs that are not inconsistent with the
      Executive's duties under this Agreement or federal or state law. Executive
      shall
      perform all duties reasonably requested of him, and agrees to abide by the
      policies, practices, procedures or rules of the Company. 

    


    Section
      2.3 Employment
      Relationship.
      The
      parties acknowledge and agree that the employment relationship created hereby
      is
      "At Will" which allows either the Executive or 

     

    
      
        
        

      

      
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    the
      board
      of
      directors to terminate this relationship at any time for any reason or no
      reason, under no particular procedure, except upon two weeks written notice.
      

    


    ARTICLE
      3

    COMPENSATION

    


    Section
      3.1 Base
      Salary.
      Commencing on the Effective Date, the Company shall pay to Executive an annual
      base salary of One Hundred Fifty Thousand Dollars ($150,000.00) (“Base
      Salary”),
      to be
      adjusted from time to time as Executive and the board of directors may agree.
      Executive’s Base Salary shall be payable in accordance with Company’s normal
      payroll procedures. Notwithstanding, Executive shall have the exclusive
      authority to accrue a portion or the entire amount of the Executive’s annual
      base salary for an indefinite period of time in the event that the Company
      has
      insufficient financing to implement its business plan. 

    


    Section
      3.1.1 Stock
      Option Grant. Upon
      execution of this Agreement, Executive shall receive a grant of 5,000,000 stock
      options to purchase 5,000,000 shares of common stock in the Company at the
      exercise price of $0.60 per share. All stock options are exercisable for a
      period of ten years from the date of issuance. Executive may exercise the
      options granted herein at any time, and from time to time, until termination
      of
      the option. During Executive’s lifetime, this option shall be exercisable only
      by Executive. This
      option
      shall not be transferable by Executive other than by the laws of descent and
      distribution upon Executive’s death. This
      grant of the stock options as described in this paragraph shall be
      irrevocable.

    


    Section
      3.1.2 Notice and Payment.
      Any
      exercisable portion of the stock options granted in Section 3.1.1 may be
      exercised only by delivery of a written notice to the Company prior to the
      time
      when such stock option becomes unexercisable, stating the number of shares
      being
      purchased and tendering payment in full of the exercise price of such option
      by,
      as applicable, delivery of: (a) cash or check for an amount equal to the
      aggregate stock option exercise price for the number of shares being purchased,
      (b) a copy of instructions to a broker directing such broker to sell the Common
      Stock for which such options are exercised, and to remit to the Company the
      aggregate exercise price of such stock options (a “cashless exercise”), or (c)
      shares of the Company's Common Stock owned by the Executive, duly endorsed
      for
      transfer to the Company, with a Fair Market Value on the date of delivery equal
      to the aggregate purchase price of the shares with respect to which such stock
      options or portion is thereby exercised (a "stock-for-stock exercise").


     

    Section
      3.1.3 Demand Registration Rights.
      At
      any
      time after the execution of this Agreement, the Executive may demand
      registration (a "Demand Registration") under the Securities Act of 1933, as
      amended (the "1933 Act"), of all or any portion of the common stock underlying
      the options issued under this Agreement. In order to accomplish such demand,
      the
      Executive shall send written notice of the demand to the Company’s board of
      directors, and such notice shall specify the number of securities sought to
      be
      registered. The Company shall only be 

     

    
      
        
        

      

      
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    required
      to effect two Demand Registrations, and shall only be required to proceed with
      a
      Demand Registration requested by the Executive if the number of securities
      that
      the Executive shall have elected to include in such Demand Registration pursuant
      to this Section 3.1.3 has an aggregate fair market value, in the opinion of
      an
      investment banker selected by the Executive and reasonably acceptable to the
      Company, in excess of $500,000. The Company will not be obligated to affect
      any
      Demand Registration within six months after the effective date of a previous
      registration of securities of the Company. In a Demand Registration, the Company
      will pay the registration expenses.

    


    Section
      3.1.4 Piggyback Registration.
      If at
      any time the Company proposes to register any of its common stock under the
      Securities Act, whether as a result of an offering for its own account or the
      account of others, excluding any registrations to be effected on Forms S-4
      or
      S-8 or other applicable successor Forms, on a registration statement that is
      to
      become effective prior to the termination date of the options, the Company
      shall
      offer Executive the opportunity to include the common stock underlying each
      option in such registration statement. The Company shall include in any such
      registration statement all or part of the underlying common stock that Executive
      requests to be registered. In
      a
      Piggyback Registration, the Company will pay the registration
      expenses.

    


    
    

    Section
      3.2 Benefits.
      Executive
      shall be entitled to participate in all Executive welfare and health benefit
      plans, if any, established by the Company from time to time for the benefit
      of
      all Executives of the Company. Executive shall be required to comply with the
      conditions attendant to coverage by such plans and shall comply with and be
      entitled to benefits only in accordance with the terms and conditions of such
      plans as they may be amended from time to time. Nothing herein contained shall
      be construed as requiring the Company to establish or continue any particular
      benefit plan in discharge of its obligations under this Agreement. 

    


    Section
      3.3 Bonus Compensation.
      The
      Executive is eligible for bonus compensation based upon both the Company's
      and
      the Executive’s individual performance for each fiscal year or portion thereof
      during which the Executive was employed by the Company hereunder. The amount
      and
      time for payment of the Bonus Compensation for any year, if any, shall be
      determined by the Board of Directors in its discretion based on performance
      and
      industry standards that are to be determined.

     

    
      
        
        

      

      
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    ARTICLE
      4

    TERMINATION

    


    Section
      4.1 Termination
      of Employment Relationship.
      Except
      as otherwise provided in this Article 4, either Executive or the Company may
      terminate the employment relationship at anytime, upon two weeks written notice,
      and without liability or recourse to the other except for a breach by the
      Executive of the provisions of Article 5 and/or Article 6 which shall survive
      the cessation of the employment relationship and remain binding and enforceable.
      

    


    Section
      4.1.1  Termination
      by Death.
      The
      employment relationship shall terminate on the date of the Executive’s death, in
      which event Executive’s Base Salary and Benefits owing to Executive through the
      date of Executive’s death shall be paid to his estate. Executive’s estate will
      not be entitled to any other compensation under this Agreement.

    


    Section
      4.1.2  Termination
      by Disability.
      If,
      during the employment relationship, in the opinion of the Company, Executive,
      because of physical or mental illness or incapacity, shall become unable to
      perform substantially all of the duties and services required of him under
      this
      Agreement for a period of twenty (20) days in the aggregate during any
      twelve-month period, the Company may, upon at least ten (10) days’ prior written
      notice given at any time after the expiration of twenty (20) day period, notify
      Executive of its intention to terminate this Agreement as of the date set forth
      in the notice. In case of such termination, Executive shall be entitled to
      receive Base Salary and Benefits owing to Executive through the Date of
      Termination. The Company shall have no further obligation or liability to
      Executive.

    


    


    ARTICLE
      5

    NON-DISCLOSURE
      COVENANT

    


    Section
      5.1 Acknowledgments
      by the Executive.
      The
      Executive acknowledges that:

    


    (A) as
      a part of his employment, the Executive will be afforded access to Confidential
      Information; 

    


    (B) public
      disclosure of such Confidential Information could have an adverse effect on
      the
      Company and its Business; 

    


    (C) the
      Company has required that the Executive make the covenants in this Article
      5 as
      a condition to Executive’s employment, and to the additional benefits provided
      to Executive under this Agreement; and 

    


    (D) the
      provisions of this Article 5 are reasonable and necessary to prevent the
      improper use or disclosure of Confidential Information. Executive further
      acknowledges that his position with the Company is special, unique and
      intellectual in character and his position in the 

     

    
      
        
        

      

      
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    Company
      will place him in a position of confidence and trust with Executives and
      customers of the Company.

    


    Section
      5.2 Confidentiality.
      In
      consideration of the compensation and benefits to be paid or provided to the
      Executive by the Company under this Agreement, the Executive unconditionally
      covenants as follows: 

    


    (A)
      the
      Executive will hold in strictest confidence the Confidential Information and
      will not disclose it to any individual or entity except with the specific prior
      written consent of the Company, except as necessary to discharge his duties
      to
      the Company during the course of his employment with the Company, except as
      otherwise expressly permitted by the terms of this Agreement, or otherwise
      compelled by the actual legal process. The foregoing obligation and restriction
      does not apply to any part of the Confidential Information that the Executive
      demonstrates: 

    


    (i)
      was
      publicly known and made generally available in the public domain prior to the
      time of disclosure to the Executive; 

    


    (ii)
      becomes publicly known and made generally available after disclosure to the
      Executive through no action or inaction of the Executive; or 

    


    (iii)
      is
      in the possession of or previously developed independently by the Executive,
      without confidentiality restrictions, at the time of disclosure as shown by
      the
      Executive’s files and records immediately prior to the time of disclosure. Upon
      receiving notice of any legal demand, request or requirement for disclosure
      of
      Confidential Information, the Executive shall:

    


    1)
      immediately notify the Company of the existence, terms and circumstances of
      such
      demand, request or requirement; 

    


    2)
      consult with the Company on the advisability of taking legally available steps
      to resist or narrow such demand, request or requirement; and 

    


    3)
      assist
      the Company in taking any such steps the Company deems to be advisable.


    


    In
      the
      event any Confidential Information must be disclosed as a result of any such
      demand, request or requirement, the Executive shall disclose only that portion
      of the Confidential Information which it is advised by qualified legal counsel
      is legally required to be disclosed, and exert its best efforts to obtain
      assurance that confidential treatment will be accorded to the Confidential
      Information disclosed; and

    


    (B)
      the
      Executive will not remove from the Company's premises (except to the extent
      such
      removal is for purposes of the performance of the Executive's duties at home
      or


     

    
      
        
        

      

      
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    while
      traveling, or except as otherwise specifically authorized by the Company)
      Confidential Information and Proprietary Items. The Executive recognizes that,
      as between the Company and the Executive, all of the Proprietary Items, whether
      or not developed by the Executive, are the exclusive property of the Company.
      Upon termination of this Agreement by either party, or upon the request of
      the
      Company during employment, the Executive will return to the Company all of
      the
      Proprietary Items in the Executive's possession or subject to the Executive's
      control, and the Executive shall not retain any copies, abstracts, sketches,
      or
      other physical embodiment of any of the Proprietary Items. This obligation
      is
      supplementary to and in addition to the Company’s confidentiality and
      non-disclosure policies and procedures adopted by the Company from time to
      time.

    


    Section
      5.3 Disputes
      or Controversies.
      The
      Executive recognizes that should a dispute or controversy arising from or
      relating to this Agreement be submitted for adjudication to any court,
      arbitration panel, or other third party, the preservation of the secrecy of
      Confidential Information may be jeopardized. All pleadings, documents,
      testimony, and records relating to any such adjudication will be maintained
      in
      secrecy and will be available for inspection by the Company, the Executive,
      and
      their respective attorneys and experts, who will agree, in advance and in
      writing, to receive and maintain all such information in secrecy, except as
      may
      be limited by them in writing.

    


    


    ARTICLE
      6

    NON-COMPETITION
      AND NON-SOLICITATION

    


    Section
      6.1 Restrictions
      During Employment.
      Executive agrees and covenants that during his employment with the Company,
      Executive shall not, either directly as an individual, partner, agent,
      independent contractor, Executive or indirectly through a corporation,
      partnership, limited liability company, affiliate, subsidiary or
      otherwise:

    


    (A) establish
      or operate a business or enterprise, or provide services which are in
      competition with the Business.

    


    (B) solicit,
      induce or attempt to induce any Executive, consultant, supplier, customer,
      distributor, manufacturer, service provider, vendor or other person associated
      with the Company to leave the employment of, or to discontinue their association
      with the Company, or any affiliate thereof.

    


    Section
      6.2 Restrictions
      after Employment.
      Executive agrees and covenants that during the time period described below
      at
      Section 6.3 (the "Restricted Period"), Executive shall not either directly
      as an
      individual, partner, agent, independent contractor, Executive or indirectly
      through a corporation, partnership, limited liability company, affiliate,
      subsidiary or otherwise:

    


    
      
        
        

      

      
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    (A) establish,
      operate or provide services which are in competition with the
      Business.

    


    (B) solicit,
      induce or attempt to induce any Executive, consultant, supplier, customer,
      distributor, manufacturer, service provider, vendor or other person associated
      with the Company to leave the employment of, or to discontinue their association
      with the Company, or any affiliate thereof.

    


    Section
      6.3 Post-Employment
      Restricted Period.
      Executive agrees and covenants that Executive will comply with the
      post-employment restrictions set forth above in Section 6.2 for one (1) year
      after cessation of employment with the Company (the "Restricted
      Period")
      in the
      event Executive is terminated by the Company for cause. In the event the
      Executive resigns or is terminated without cause then the Restricted Period
      shall be thirty (30) days. In the event the Company ceases the Business of
      the
      Company, then this Article 6 shall become null and void and of no further force
      or effect.

    


    Section
      6.4 Election
      of Remedy by the Company.
      Executive acknowledges and agrees that if Executive breaches the covenants
      contained in Sections 6.1 and/or 6.2, it will be difficult to calculate the
      precise amount of the Company’s damages. As a result, the parties agree that in
      the event of such a breach, the Company may seek and obtain all legal and
      equitable relief available under this Agreement or other provision of
      law.

    


    Section
      6.5 Necessity
      of Remedy.
      Executive acknowledges and agrees that the covenants contained in Article 5
      and
      this Article 6 survive the termination of this Agreement, and are necessary
      to
      protect the business and goodwill of the Company and that a breach of these
      covenants will result in irreparable harm and continuing damage to the Company.
      As a result, Executive agrees that in the event Executive breaches or threatens
      to breach such covenants, the Company shall be entitled to specific performance
      and/or injunctive or other equitable relief in order to prevent the continuation
      of such harm, as well as money damages. 

    


    Section
      6.6 Reformation.
      The
      parties have attempted to limit the provisions of Article 5 and this Article
      6
      to the greatest extent possible while still protecting each party’s interest.
      However, the parties hereby agree that, in the event any provision of Article
      5
      or this Article 6 is adjudged by any court or other arbiter of competent
      jurisdiction to be void or unenforceable, in whole or in part, such tribunal
      shall modify and enforce any such provision, section or subsection to the
      maximum extent that it believes to be reasonable under the
      circumstances.

    


    Section
      6.7 Assignment.
      Executive agrees to be bound by the covenants contained in Article 5 and this
      Article 6 in the event of the Company’s merger, consolidation, or sale of
      substantially all of its assets with or to a third party. Executive acknowledges
      that this provision was negotiated at arm's length and supported by additional
      and separate consideration from that given in exchange for the covenants
      themselves and is expressly made a condition of employment by the Company.
      

    


    
      
        
        

      

      
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    ARTICLE
      7

    GENERAL
      PROVISIONS

    


    Section
      7.1  Representations
      and Warranties by the Executive.
      The
      Executive represents and warrants to the Company that the execution and delivery
      by the Executive of this Agreement does not, and the performance by the
      Executive of the Executive's obligations hereunder will not, with or without
      the
      giving of notice or the passage of time, or both: (a) violate any judgment,
      writ, injunction, or order of any court, arbitrator, or governmental agency
      applicable to the Executive; or (b) conflict with, result in the breach
      of
      any provisions of or the termination of, or constitute a default under, any
      agreement to which the Executive is a party or by which the Executive is or
      may
      be bound. The Executive has no reason to believe he will be unable to discharge
      the duties hereunder, or otherwise comply with this Agreement

    


    Section
      7.2 Waiver.
      The
      rights and remedies of the parties to this Agreement are cumulative and not
      alternative. Neither the failure nor any delay by either party in exercising
      any
      right, power, or privilege under this Agreement will operate as a waiver of
      such
      right, power, or privilege, and no single or partial exercise of any such right,
      power, or privilege will preclude any other or further exercise of such right,
      power, or privilege or the exercise of any other right, power, or privilege.
      To
      the maximum extent permitted by applicable law, (a) no claim or right
      arising out of this Agreement can be discharged by one party, in whole or in
      part, by a waiver or renunciation of the claim or right unless in writing signed
      by the other party; (b) no waiver that may be given by a party will
      be
      applicable except in the specific instance for which it is given; and
      (c) no notice to or demand on one party will be deemed to be a waiver
      of
      any obligation of such party or of the right of the party giving such notice
      or
      demand to take further action without notice or demand as provided in this
      Agreement.

    


    Section
      7.3 Binding
      Effect.
      Each
      covenant and condition of this Agreement shall be binding on and inure to the
      benefit of the parties hereto and their respective successors, assigns, heirs,
      and legal representatives, including any entity with which the Company may
      merge
      or consolidate or to which all or substantially all of its assets may be
      transferred.

    


    Section
      7.4 Assignment.
      Neither
      the Company or the Executive shall voluntarily subcontract or assign any of
      their respective rights, duties or obligations hereunder without first obtaining
      the other party’s written consent; provided, however, such consent from the
      Executive shall not be required in the event of the Company’s merger,
      consolidation, or sale of substantially all of its assets with or to a third
      party.

    


    Section
      7.5 Notices.
      All
      notices, consents, waivers, and other communications under this Agreement must
      be in writing and will be deemed to have been duly given when (a) delivered
      by hand (with written confirmation of receipt), (b) sent by facsimile
      (with
      written confirmation of receipt), provided that a copy is mailed by registered
      mail, return receipt requested, (c) when received by the addressee,
      if sent
      by a nationally recognized overnight delivery service (receipt requested),
      or
      (d) by regular mail, postage prepaid, returned receipt 

     

    
      
        
        

      

      
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    requested
      in each case to the appropriate addresses and facsimile numbers set forth below
      (or to such other addresses and facsimile numbers as a party may designate
      by
      notice to the other parties):

    


    If
      to
      Company: eRXSYS,
      Inc.

    Attn:
      Richard Falcone, Chairman of the Board of Directors

    18021
      Sky
      Park Circle, Suite G2

    Irvine,
      California 92614-6570

    


    


    If
      to the
      Executive: Robert
      DelVecchio

    2755
      Veterans Hwy., Suite 1

    Ronkonkoma,
      New York 11779 

    


    Section
      7.6 Amendments
      and Modifications.
      This
      Agreement shall not be modified, amended, supplemented or extended except by
      a
      written document executed by both the Company and Executive, except as expressly
      provided herein to the contrary.

    


    Section
      7.7 Governing
      Law.
      This
      Agreement will be governed by the laws of the State of Nevada excluding any
      conflicts or choice of law rule or principle that might otherwise refer
      construction or interpretation of this Agreement to the substantive law of
      another jurisdiction.

    


    Section
      7.8 Arbitration.
      Any and
      all disputes, controversies or claims arising under or in connection with this
      Agreement, including without limitation, fraud in the inducement of this
      Agreement, or the general validity or enforceability of this Agreement, shall
      be
      governed by the laws of the State of Nevada, without giving effect to its
      conflict of laws provisions and shall be submitted to binding arbitration before
      one arbitrator of and in accordance with the commercial arbitration rules of
      the
      American Arbitration Association and conducted in a private manner in Clark
      County, Nevada. The award of the arbitrator shall be final and enforceable
      in
      the courts of Nevada. In reaching his or her decision, the arbitrator shall
      have
      no authority to change or modify any provision of this Agreement. Each party
      shall have the right to discovery in accordance with the Nevada Rules of Civil
      Procedure so long as all discovery is conducted under a confidentiality order
      issued by the arbitrator prohibiting the use of any information disclosed or
      delivered in the discovery process except for use within the Arbitration. Upon
      conclusion of the arbitration, all documents or tangible items disclosed must
      be
      returned to the party who produced the items.

    


    Section
      7.9 Jurisdiction.
      Notwithstanding the arbitration clause in Section 7.8 above, any action or
      proceeding seeking to enforce any provision of, or based on any right arising
      out of, this Agreement may be brought against either of the parties in the
      courts of the State of Nevada, County of Clark, or, if it has or can acquire
      jurisdiction, in the United States District Court for the District of Nevada,
      and each of the parties consents to the jurisdiction of such courts (and of
      the
      appropriate appellate courts) in any such action or proceeding and waives any
      

     

    
      
        
        

      

      
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    objection
      to venue laid therein. Process in any action or proceeding referred to in the
      preceding sentence may be served on either party anywhere in the
      world.

    


    Section
      7.10 Section
      Headings; Construction.
      The
      headings of Sections in this Agreement are provided for convenience only and
      will not affect its construction or interpretation. All references to "Article,"
      "Articles," "Section" or "Sections" refer to the corresponding Section or
      Sections of this Agreement unless otherwise specified. All words used in this
      Agreement will be construed to be of such gender or number as the circumstances
      require. Unless otherwise expressly provided, the word "including" does not
      limit the preceding words or terms. In the event of any dispute regarding any
      provision of this Agreement, the terms of this Agreement shall be construed
      neutrally and shall not be construed against or in favor of either party,
      notwithstanding the fact that one party may have been responsible for drafting
      the initial form of this Agreement.

    


    Section
      7.11 Severability.
      If any
      provision of this Agreement is held invalid or unenforceable by any court of
      competent jurisdiction, the other provisions of this Agreement will remain
      in
      full force and effect. Any provision of this Agreement held invalid or
      unenforceable only in part or degree will remain in full force and effect to
      the
      extent not held invalid or unenforceable.

    


    Section
      7.12 Time.
      Time is
      of the essence for all obligations contemplated in this Agreement.

    


    Section
      7.13 Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which will be
      deemed to be an original copy of this Agreement and all of which, when taken
      together, will be deemed to constitute one and the same agreement.

    


    Section
      7.14 Entire
      Agreement.
      This
      Agreement contains the entire agreement between the parties with respect to
      the
      subject matter hereof and supersedes all prior agreements and understandings,
      oral or written, between the parties hereto with respect to the subject matter
      hereof.

    


    Section
      7.15 Legal
      Counsel.
      Each
      party hereto acknowledges that they have had full and fair opportunity to seek
      and consult with independent legal counsel with respect to the legal
      consequences to them arising from or connected with this Agreement and has
      freely and voluntarily entered into this Agreement with knowledge of the legal
      and financial consequences of such action. If the Executives has failed to
      review this Agreement with legal counsel of his own selection, he has
      voluntarily waived this right. 

    


    Section
      7.16 Attorneys'
      Fees and Arbitration Expenses.
      In any
      judicial action, arbitration or proceeding among the parties to enforce any
      of
      the provisions of this Agreement or any right of any party hereto, regardless
      of
      whether such action or proceeding is prosecuted to judgment and in addition
      to
      any other remedy, the unsuccessful party shall pay to the successful 
      

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    party
      all
      costs and expenses, including reasonable attorneys' fees and arbitration
      expenses, incurred therein by the successful party.

    


    IN
      WITNESS WHEREOF, the parties have agreed to be bound under this
      Agreement.

    


    
      	
              eRXSYS,
                Inc., a Nevada corporation 

               

               

              /s/
                Richard Falcone

              Richard
                Falcone

              Chairman
                of the Board of Directors

            	 	
               

               

               

              /s/
                Robert DelVecchio

              Robert
                DelVecchio