Exhibit 10.1


 





INDEPENDENT CONTRACTOR AGREEMENT


 


This
INDEPENDENT CONTRACTOR AGREEMENT ("Agreement"), effective as of May 1, 2015 ("Effective Date"),
by and between BIO-EN HOLDINGS CORP., a Delaware corporation, with an office at 56 Main Street, Monsey, New York 10952 ("Company"),
and OSSIE WEITZMAN, with an address at 1a Rehov Shikun Asher Raanana 43552 Israel ("Executive").


 


WHEREAS, Company
desires to provide Executive with compensation and other benefits on the terms and conditions set forth in this Agreement in order
to induce Executive to serve as the Chief Financial Officer of Company; and


 


WHEREAS, Executive
is willing to accept such retention and perform services for Company, on the terms and conditions hereinafter set forth.


 


NOW,
THEREFORE, that in consideration of the mutual covenants and agreements herein contained and for other good and valuable
consideration, the parties agree as follows: 


 


1.Duties and
Scope of Services. (a) Company shall be retain Executive in the position of Chief Financial Officer, with such duties and responsibilities
as in effect as of the Effective Date; provided, however, that the Board of Directors of Company ("Board") shall
have the right to revise such responsibilities from time to time as the Board may deem necessary or appropriate. Such duties and
responsibilities shall be commensurate with Executive's past practices and consistent with his/her positions in the capacities
set forth above, and may include (i) responsibility for the financial and fiscal management aspects of Company operations and perform
all other tasks normally associated with the role of Chief Financial Officer; (ii) providing leadership and coordination in the
administrative, business planning, accounting and budgeting efforts of the Company; (iii) assisting in the development of the business
of the Company and its group; (iv) assisting the management of any processes surrounding the business of the Company and its group;
(v) when requested, attending meetings of the Board and any Board committees of which you may from time to time be a member and
shareholders’ meetings; and (vi) being available for consultation on the affairs of the Company and provide such other advice
and assistance as the Board may request from time to time; and


(b) It is expressly understood
and agreed that this Agreement does not create any employment relationship as between Executive and Company. As such, Consultant
shall be deemed an independent contractor, and, except as provided herein, shall have no authority to act on behalf of Company
unless authorized.


 


2.Restriction on Outside Business
Activities. Executive shall devote sufficient working time and efforts to the business and affairs of the Company, the time/efforts
based on a working average of one day per week for the Board. Executive shall use his/her best efforts to advance the best interests
of the Company, and shall not, without the Board’s prior written consent:


(i) render to others services
of any kind, or engage in any other business activity that would materially interfere with the performance of his/hers duties under
this Agreement;


(ii) perform any services,
directly or indirectly, whether as an employee, consultant, independent contractor, for any person or entity competing, directly
or indirectly with Company;


 






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(iii) own, directly or indirectly,
whether as partner, creditor, shareholder, or otherwise, any interest in any entity competing, directly or indirectly, with the
Company;


(iv) promote, participate,
or engage in any activity or other business competitive with the Company; compete, directly or indirectly, with any products or
services marketed or offered by the Company; or


(v) engage in any activity which
could be deemed to be a conflict of interest.


 


3.Term. This Agreement shall
commence on the Effective Date and shall continue until such times as notice of termination of this Agreement is given in writing
by either Company or Executive to the other as in accordance with paragraph/Section 5, or upon with three (3) months’ notice
by either party. Renewal of this Agreement may be made on such terms as the parties may agree.


 


4.Executive's Compensation and Benefits.


(a) Compensation. Company
shall pay Compensation to Executive as follows: (i) $24,000.00 per year. The base salary shall be payable at such other intervals
as other employees are paid by Company. Such salaries may be further increased from to time, in the sole discretion of the Board.
If Executive time/efforts encompass more than the average of one day per week, then Company and Executive shall in good faith negotiate
additional Compensation to Executive.


(b)
Expenses. Company shall reimburse Executive for all reasonable business and travel expenses actually incurred by or paid
by Executive in the performance of services on behalf of Company, in accordance
with Company's expense reimbursement policy as in effect from time to time. For all such expenses Executive shall furnish
to Company originals of all invoices or statements in respect of which Executive seeks reimbursement. 


(c) Bonus.
During the term of this Agreement, Executive may be entitled to receive a bonus ("Performance Bonus") to be determined
prior to each annual anniversary period by the Board, or its Compensation Committee, the Performance Bonus being subject to the
achievement of performance criterias as set forth by the Board. The performance criterias are to be established prior to each performance
period. Additionally, Company agrees that within four months from the Effective Date Executive shall be granted options, as agreed
between Company and Executive, to acquire shares in the Company, subject always to Company’s Articles of Incorporation, By-Laws
and any related legislations/regulations. Company confirms that the number of options that will be granted to you will be fully
commensurate both with the services that you provide to the Company as set out in this Agreement, and with your level of contribution
and responsibility to the Company. Additionally, Company also confirms that for partial compensation for services to be performed
by Executive hereunder, Company will issue to Executive, you within four months of the Effective Date, restricted shares of common
stock of the Company, amount of such restricted shares as agreed to between Company and Executive in good faith.


 


5.Termination
of Service. Company may terminate Executive's services hereunder at any time with or without cause


(a) By Death
or Disability. (i) Executive's retention shall terminate automatically upon his/her death. Thereafter, Company's obligations
shall terminate except as noted below.


(ii) If, in the sole opinion
of Company, Executive shall be prevented from properly performing his/her duties by reason of any physical or mental incapacity,
or if Executive is deemed disabled then, to the extent permitted by law, Executive's retention shall terminate. Thereafter, Company's
obligations shall terminate except as noted below.


 






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(b)By Company for Cause;
Voluntary Resignation.


(i) Company may terminate,
without liability, Executive's retention for Cause, as that term is hereinafter defined at any time and without notice. For purposes
of this Agreement, “Cause” shall mean the following: (A) if there is a repeated and demonstrated failure on the part
of Executive to perform the material duties of Executive's position in a competent manner and where Executive fails to substantially
remedy the failure within a reasonable period of time after receiving written notice of such failure from Company; (B) if Executive
is convicted of or pleads guilty or nolo contendere to a criminal offense, law or regulation that involves fraud, dishonesty or
misconduct, or which has or may have a material adverse affect on Executive’s ability to carry out his/her duties under this
Agreement or upon the reputation of Company; (C) if Executive or any member of his/her family makes any personal profit arising
out of or in connection with a transaction to which Company is a party or with which it is associated without making disclosure
to and obtaining the prior written consent of the Company; (D) if Executive breaches his/her fiduciary duties to the Company, including
the duty to act in the best interests of the Company; or neglects or intentionally disregards his/her duties under this Agreement
or any other material violation by Executive of this Agreement; (E) if Executive disregards reasonable instructions of the Board
that are not inconsistent with Executive's position and those duties defined herein, and which refusal is not remedied by Executive
within a reasonable period of time after receiving written notice of such disobedience; (F) if Executive engages in embezzlement,
theft, larceny, material fraud, or other acts of dishonesty; (G) if Executive engages in conduct involving moral turpitude; and/or,
(H) unauthorized disclosure by Executive of the confidences of Company. For each act/omission that shall constitute Cause, the
Board shall provides Executive with written notice that clearly describes the particular acts or omissions which the Board reasonably
believes in good faith constitutes Cause, the notice providing Executive an opportunity, within ten (10) days following his/her
receipt of such notice, to meet in person with the Board to explain or defend the alleged acts or omissions relied upon by the
Board and, to the extent practicable, as determined by the Board, to cure such acts or omissions.


(iii)
If Executive's retention is terminated for Cause, then Company’s sole and exclusive obligation will be to pay Executive his/her
compensation earned through the date of termination, and Executive shall not be entitled to any compensation after the date of
termination. 


(e) Accrued Salary, etc.
In the event of termination of Executive's retention for any reason: (i) Company shall pay Executive any unpaid base compensation
for periods prior to termination; (ii) if applicable, Company shall pay Executive all of Executive's accrued and unused vacation
time through the date of termination; and, (iii) following submission
of proper expense reports by Executive, Company shall reimburse Executive for all expenses reasonably and necessarily incurred
by Executive in connection with the business of Company prior to termination. All of the above payments shall be made no
later than fifteen days from the date of termination or sooner if mandated by law.


 


6.Confidentiality and Non-Disclosure:
Non-Solicitation. (a) For purposes of this Section, the following definitions shall apply:


(i)
“Inventions” shall mean all inventions, processes, methods, formulas, techniques, improvements, modifications and
enhancements, whether or not patentable, made by Executive, whether or not during the hours of Executive's retention or with the
use of Company's facilities, or any of its subsidiaries or affiliates facilities,
materials or personnel, either solely or jointly, during Executive's retention by Company and all inventions, processes, methods,
formulas, techniques, improvements, modifications and enhancements made by Executive, during a period of one year after any termination
of Executive's retention, which relate directly to the past, present or future business of Company and which are within the scope
of Executive's duties during the last 12 months of Executive's retention by the Company.






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(ii) “Work
Product” shall mean all documentation, software, creative works, know-how and information created, in whole or in part,
by Executive during Executive's retention by the Company, whether or not copyrightable or otherwise protectable, excluding Inventions. 


(iii)
“Trade Secrets” shall mean compensation data, marketing strategies, new material research, pending projects and proposals,
research and development, technological data, all proprietary information, actual and potential, customer lists, vendor lists,
pricing and credit techniques, research and development activities, documentation, software, know-how and information relating
to the past, present or future business of Company or any of its subsidiaries or affiliates,
or any plans relating to the foregoing, or relating to the past, present
or future business of a third party that are disclosed to Company, which Company does not disclose to third parties without restrictions
on use or further disclosure.


(b) Executive hereby: (i)
agrees to promptly disclose to Company all Inventions and keep accurate records relating to the conception and reduction to practice
of all Inventions. Such records shall be the sole and exclusive property of Company, and Executive shall surrender possession of
the records to Company upon any suspension or termination of Executive's retention with Company.


(ii) assigns to the Company,
without additional consideration to Executive, the entire right, title and interest in and to the Inventions and Work Product and
in and to all copyrights, patents, trademarks and any and all other proprietary rights therein or based thereon. Executive agrees
that the Work Product shall be deemed to be a "work made for hire." Executive shall execute all such assignments, oaths,
declarations and other documents as may be prepared by Company to effect the foregoing.


(iii) agrees that the Company,
without additional consideration to Executive, shall have the exclusive worldwide and perpetual right to use and to make, use and
sell products and/or services derived from any Inventions or Work Product.


(c) Executive shall provide Company
with all information, documentation, and assistance that it may request to perfect, enforce or defend the proprietary rights in
or based on the Inventions, Work Product or Trade Secrets. Company, in its sole discretion, shall determine the extent of the proprietary
rights, if any, to be protected in or based on the Inventions, Work Product, and Trade Secrets. All such information, documentation
and assistance shall be provided by Executive at no additional expense to Company, except for out-of-pocket expenses which Executive
incurred at Company's request.


(d) During his retention and thereafter,
Executive shall treat Inventions, Work Product or Trade Secrets on a confidential basis and not disclose them to others without
the prior written consent of Company or use Inventions, Work Product or Trade Secrets for any purpose other than for the performance
of services for Company. Executive acknowledges that the Inventions, Work Product or Trade Secrets are the sole and exclusive property
of Company. Executive shall surrender possession of all Inventions, Work Product or Trade Secrets to Company upon any suspension
or termination of Executive's retention with Company. If, after such time, Executive becomes aware of any Inventions, Work Product
or Trade Secrets in Executive's possession, Executive shall immediately surrender those Trade Secrets to Company.


(e)
Executive acknowledges that the work force of Company and its subsidiaries constitutes a unique, valuable and special asset of
Company. Therefore, Executive agrees that during his/her retention with Company, and for a period of one year following termination
of such retention for any reason, Executive shall not, directly or indirectly, recruit or hire or solicit for business
any person who, during the 12-month period preceding the date of recruitment or hiring or solicitation, was an executive, customer,
or client of the Company or any of its subsidiaries or affiliates.


(f) In the event of a breach or
threatened breach by Executive of the provisions of this Section, Company shall be entitled to an injunction restraining Executive
from any such breach. Nothing herein contained shall be construed as prohibiting Company from pursuing any other remedies available
to Company for such breach or threatened breach, including the recovery of damages from Executive.


 






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7.Restrictive Covenants.
(a) Executive hereby acknowledges and recognizes the highly competitive
nature of Company's business and accordingly agrees that he will not from and after the date hereof, until the ‘Designated
Date’ (as hereinafter defined) (i) engage, directly or indirectly in any ‘Competitive Activity’ (as
hereinafter defined), whether such engagement shall be as an officer, director, employee, consultant, agent, lender, stockholder,
or other participant; or (ii) assist, directly or indirectly, others in engaging in any Competitive Activity. 


(b) As used herein, the term “Competitive
Activity" shall mean and include the development, distribution, sale, marketing and management of products and services offered
or planned to be offered by Company during Executive's retention with the Company.


(c) As used herein,
"Designated Date" shall mean the following: (i) if Executive voluntarily terminates his relationship with Company in
violation of this Agreement, then the ‘Designated Date’ shall be the second (2nd) anniversary of the effective date
of such termination; (ii) if Company terminates this Agreement for cause, then the "Designated Date" shall be the second
(2nd) anniversary of the effective date of such termination; (iii) if Company offers to renew this Agreement for at least the same
period of time as specified herein, and on substantially similar terms, and Executive declines, then the term "Designated
Date" shall be the second (2nd) anniversary of the effective date of termination; (iv)if Company fails to offer to renew
this Agreement for at least the same period of time as specified herein, and on substantially similar terms, without cause, then
the term "Designated Date" shall mean the effective date of termination; or, (v)in the event of an Involuntary Termination,
then the term "Designated Date" shall mean the effective date of such termination.


(d) It is the desire and intent
of the parties that the provisions of this Section shall be enforced to the fullest extent permissible under the laws and public
policies applied in each jurisdiction which enforcement is sought. Accordingly, if any particular provision of this Section shall
be adjudicated to be invalid or unenforceable, such provision of this Section shall be deemed amended to delete therefrom the portion
thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provisions of
this Section in the particular jurisdiction in which such adjudication is made. In addition, if the scope of any restriction contained
in this Section is too broad to permit enforcement thereof to its fullest extent, then such restriction shall be enforced to the
maximum extent permitted by law, and Executive hereby consents and agrees that such restriction shall be enforced to the maximum
extent permitted by law, and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce
such restriction.


(e) If there is a breach or threatened
breach by Executive of the provisions of this Section, Company shall be entitled to an injunction restraining Executive from any
such breach. Nothing herein contained shall, be construed as prohibiting Company from pursuing any other remedies available for
such breach or threatened breach or any other breach of this Agreement.


 


8.Executive Representations
and Warranties. (a) Executive represents and warrants as of the date of his/her initial hiring by Company and as of the Effective
Date:


(i) Neither
the execution of this Agreement, nor performance of the duties required hereby will violate any obligations of Executive to any
former employer or breach any agreement to keep in confidence information acquired by Executive before Executive's retention by
the Company; and,


(ii) Executive has not entered
into, and will not enter into any agreements, either written or oral, that conflicts with this Agreement.


 






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(b) Executive understands and
agrees that the representations and warranties set forth in this Section are material inducements upon which Company has relied
in entering into this Agreement.


 


9.Survival. Any of the terms and covenants contained
in this Agreement which require the performance of either party after the Closing shall survive the Closing.


 


10.Notices. (a)All notices
required or permitted to be given under the provisions of this Agreement shall be in writing and delivered personally, by certified
or registered mail, return receipt requested, postage prepaid, or by overnight courier, to the following persons at the following
addresses, or to such other persons at such other addresses as any party may request by notice in writing to the other party to
this Agreement:


 


If to Executive:


Ossie Weitzman


1a Rehov Shikun Asher


Raanana 43552


ISRAEL


 


If to Company:


Bio-En Holdings , Inc.


56 Main Street


Monsey, New York 10952


Attn.: President


 


11.Successors and Assigns.
Any successor of Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise)
to all or substantially all of Company's business and/or assets shall assume the obligations under this Agreement and agree expressly
to perform the obligations under this Agreement in the same manner and to the same extent as Company would be required to perform
such obligations in the absence of such a succession. For all purposes of this Agreement, the term "Company" shall
include any successor to Company's business and/or assets which executes and delivers the assumption agreement described above
or which becomes bound by the terms of this Agreement by operation of law.


 


12.Assignment.
This Agreement is personal in nature and Executive shall not assign, transfer, or delegate this Agreement or any rights
or obligations hereunder.


 


13.Severability. If any
provision of this Agreement is declared or found to be illegal, unenforceable, or void, in whole or in part, then both parties
shall be relieved of all obligations arising under such provision, but only to the extent such provision is illegal, unenforceable,
or void, it being the intent and agreement of the parties that this Agreement shall be deemed amended by modifying such provision
to the extent necessary to make it legal and enforceable while preserving its intent or, if such is not possible, by substituting
therefor another provision that is legal and enforceable and achieves the same objectives. The foregoing notwithstanding, if the
remainder of this Agreement shall not be affected by such declaration or finding and is capable of substantial performance, then
each provision not so affected shall be enforced to the extent permitted by law.


 






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14.Entire Agreement; Integration
This Agreement, intended by the parties to be the final expression of their Agreement with respect to the retention of Executive
by Company and may not be contradicted by evidence of any prior or contemporaneous agreement, constitutes the entire agreement
and supersedes all other prior or contemporaneous agreements, employment contracts, and understandings, both written and oral,
express or implied, with respect to the subject matter of this Agreement.


 


15.Amendments; Modifications.
This Agreement may be amended only by the written agreement of the parties hereto. No provisions of this Agreement may be modified,
waived, or discharged unless such waiver, modification, or discharge is agreed to in writing signed by Executive and the Company.
No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision
of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time.


 


16.Choice of Law. The formation,
construction, and performance of this Agreement shall be construed in accordance with the laws of the State of New York, without
regard to principles of conflicts of law.


 


17.Voluntary
Execution. Executive acknowledges that he/she has read and understands the Agreement, is fully aware of its legal effect,
has not acted in reliance upon any representations or promises made by Company other than those contained in writing herein. Executive
hereby represents and warrants to Company and acknowledges and agrees that he/she has
been advised to obtain independent legal counsel regarding this Agreement and that he had the opportunity to seek and was
not prevented nor discouraged by Company from seeking independent legal advice prior to the execution and delivery this Agreement
and that, in the event that he/she did not avail himself of that opportunity prior to signing this Agreement, he did so knowingly,
voluntarily, without any undue pressure and agrees that his/her failure to obtain independent legal advice shall not be used by
him as a defense to the enforcement of his/her obligations under this Agreement.


 


18.Joint
Construction. The drafting and negotiation of this Agreement has been participated in by each of the parties hereto,
and for all purposes, therefore, this Agreement shall be deemed to have been drafted jointly by each of the parties and any rule
of construction concerning ambiguous terms being construed against the drafting party shall not be in effect.


 


19.No Assignment of Benefits.
The rights of any person to payments or benefits under this Agreement shall not be made subject to option or assignment, either
by voluntary or involuntary assignment or by operation of law, including without limitation bankruptcy, garnishments, attachment
or other creditor's process, and any action in violation of this Section shall be void.


 


20.Non-Solicitation. Executive
hereby agrees that he will not, during the period commencing on the date hereof and ending three (3) years following the expiration
of the term of this Agreement, be a party to or abet any solicitation of customers, clients or suppliers of Company or any of its
subsidiaries, to transfer business from Company or any of its subsidiaries to any other person, or seek in any way to persuade
or entice any employee of Company or any of its subsidiaries to leave that employment or to be a party to or abet any such action.
Additionally, Executive will promptly disclose to the Board full information concerning any interest, direct or indirect, of Executive
(as owner, shareholder, partner, lender or other investor, director, officer, employee, consultant or otherwise) or any member
of his/her family in any business is reasonably known to Executive to purchase or otherwise obtain services or products from, or
to sell or otherwise provide services or products to Company or to any of its suppliers or customers.


 






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21. Return of
Materials. All property, including, without limitation, all books, manuals, memorandums; policy statements, correspondence
(letters, telegrams, mailgrams), minutes of meetings, agendas, interoffice communications, forecasts, analyses, working papers,
charts, expense account reports, ledgers, journals, financial statements, statements of accounts, data compilations, records, reports,
notes, memoranda, computer disks, flow charts, computer documents and computer software, data sheets, contracts, lists, and other
documents, proprietary information and equipment pertaining to the business of Company or any of its subsidiaries and associates
that may come into the possession or control of Executive, or furnished to and/or prepared by Executive, shall at all times remain
the property of Company or such subsidiary or associate, as the case may be. On termination of Executive's retention for any reason,
Executive agrees to deliver promptly to Company all such property of Company in the possession of Executive or directly or indirectly
under the control of Executive. Executive agrees not to make for his/her personal or business use or that of any other party, reproductions
or copies of any such property or other properly of Company.


 


22.Further Action.
The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of this Agreement.


 


23. Counterparts. This Agreement
may be executed in two or more counterparts, each of which will be deemed an original.


 


24. D&O
Insurance. The Company intends to take out liability insurance to cover directors and other officers of the Company and its
subsidiaries. The coverage to be provided will be subject to the usual terms conditions and exclusions contained in the relevant
policy.


 


IN WITNESS WHEREOF,
this Agreement has been executed by the parties as of the day and year first above written.


 


 





	 	BIO-EN HOLDINGS CORP. 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name:	Serena Potash	 
	 	Title:	President	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ OSSIE WEITZMAN	 
	 	 	OSSIE WEITZMAN, Individually	 







 


 








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