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Exhibit 10.7    
    


 
 

EMPLOYMENT AND NON-COMPETITION AGREEMENT    
    


        THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (the "Agreement"), is made and entered into effective as of January 1st 2007, by
and between and PDSHEART, INC., a Delaware corporation (the "Company"), and Gregory A. Marsh (the "Employee"). Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed thereto in the Certificate of Incorporation of the Corporation dated as of 1st day of October 2003. 


RECITALS  


        WHEREAS, the Employee has agreed to enter into this Agreement in order to assure the Company of Employee's involvement in the conduct of the Company's business,
subject to the terms and conditions as hereinafter provided; and 


        WHEREAS,
the Company desires to employ the Employee as Chief Financial and Operating Officer of the Company and the Employee desires to be employed by the Company in such capacity, upon
the terms and conditions set forth in this Agreement. 


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


ARTICLE I  


 EMPLOYMENT AND SERVICES  


        1.01    Capacity and Services.    The Company hereby employs the Employee to serve in the capacity of Chief Financial
Officer (CFO) and or Chief Operating Officer (COO), and the Employee hereby accepts such employment, upon the terms and conditions set forth in this Agreement. During the period the Employee is
employed by the Company, the Employee shall devote substantially all of his attention and energy on a full-time basis to the business and affairs of the Company and use his best efforts to
promote its interests. While the Company employs the Employee, the Employee shall neither accept nor hold any other employment without approval of the Board of Directors (excluding the Employee, if a
director) of the Company. Such services to be provided by the Employee hereunder shall be provided for the benefit of the Company and the Affiliated Companies without regard to whether any of the
Company's operations are conducted directly by the Company or an Affiliated Company, or through any subsidiaries, joint ventures or an unincorporated division of the Company or any Affiliated Company.
As CFO and or COO of the Company, the Employee shall have the power and responsibility normally associated with such positions and shall report to the Chief Executive Officer (CEO) and the Board of
Directors. 


        1.02    "At Will" Employment.    Employee understands and acknowledges that his employment with the Company is for an
unspecified duration and constitutes "at-will" employment. Employee also understands that any representation to the contrary is unauthorized and not valid unless obtained in writing and
signed by a majority of the Board of Directors (excluding the Employee, if a director) of the Company. Employee acknowledges that his employment relationship maybe terminated at any time with or
without Cause (as defined in Section 2.01(c) herein) or for any or no reason, at the option either of the Company or Employee, notice will be
given in accordance with Section 2.01(b) below. The terms of this agreement do not create either an express or implied contract of employment with the Company for any particular period of time.
Notwithstanding any of the foregoing, the employee shall be entitled to receive any and all benefits as defined in Section 2.02(b), in the event of termination without Cause. 


        1.03    Total Compensation.    During the Term, the Company shall pay the Employee Total Compensation (herein defined)
of: an annual base salary of Two Hundred Fifty Three Thousand Dollars ($253,000.00) ("Annual Base Salary"), an Annual Health Benefit Allowance of Eleven Thousand Six Hundred ($11,600.00), and an
annual Automobile Allowance of Eight Thousand Four 







 



Hundred
Dollars ($8,400.00), which amounts shall be payable in conformity with the Company's customary practices, as such practices shall be established or modified from time to time, and which may be
increased (but not decreased) from time to time by the Compensation Committee of the Board of Directors, (the "Compensation Committee"). Total Compensation payments set forth herein shall be subject
to all applicable withholdings. "Total Compensation" means the amounts set forth herein, together with any periodic increases approved by the Compensation Committee to the base salary, fringe
benefits, business expenses, health benefits, auto allowances or severance pay, which additional amounts are automatically incorporated into this agreement by virtue of such action. 


        1.4    Bonus.    In addition to the Total Compensation, the Employee shall be eligible to receive an annual bonus as
outlined and defined by the Compensation Committee at the beginning of each year which is targeted at thirty percent (30%) of the Annual Base Salary ("Annual Bonus");  provided, that, the Employee is employed by the Company or its Affiliated Companies at
year-end. The amount of the Annual Bonus, if any, shall be determined by the CEO and approved by the Compensation Committee. 


        1.5    Fringe Benefits.    The Employee shall be entitled to participate in any incentive, savings, retirement,
welfare, premiums for family medical coverage and other employee benefit plan sponsored by the Company. The Employee shall receive four (4) weeks of paid time off. The paid time off may be
taken at such times and intervals as determined by the Employee, subject to the reasonable business needs of the Company. Accrued unused paid time off may be carried over in accordance with the
Company's policies. 


        1.06    Business Expenses.    During the Term, the Company will reimburse Employee for all reasonable travel and
out-of-pocket expenses actually incurred by him for the purpose of and in connection with performing his services to the Company hereunder. Such reimbursement shall be made
upon presentation by Employee, to the Company of vouchers or other statements itemizing such expenses in reasonable detail, and otherwise in accordance with the reimbursement policies adopted from
time to time by the Company. 


ARTICLE II  


 TERMINATION OF EMPLOYMENT  


        2.01    Termination upon Death, Disability or for Cause    


        (a)   Notwithstanding
any other provision of this Agreement to the contrary, this Agreement, and the Employee's employment under the terms of this Agreement, will terminate
immediately upon the first of the following events to occur: 



          (i)  The
Employee's death or Disability (as defined in Section 2.0l(d)); or 


         (ii)  Termination
of the Employee's employment for Cause by the Company. 




        (b)   If
the Company, by majority vote of the Board of Directors (excluding the Employee, if a director), desires to terminate the Employee for Cause, the Company shall give
the Employee written notice of termination (the "Termination Notice"), which notice shall indicate in reasonable detail the facts and circumstances claimed to provide a basis for termination of the
Employee's employment for Cause. The Employee's employment shall be deemed terminated as of the date of the Termination Notice. Notwithstanding the foregoing, in the case of a termination based on  Section 2.01(c)(iv)
 below, the Employee shall have a period of ten (10) days after the date of the Termination Notice to provide to the
Board of Directors (excluding the Employee, if a director) any additional information deemed by the Employee to be relevant to the issue of whether "Cause" exists for termination, and at the end of
the 10-day period, the Board of Directors (excluding the Employee, if a director) will, by majority vote, make a final determination as to whether or not "Cause" exists to terminate the
Employee and will notify the Employee in writing of such determination; provided, however, the Board of
Directors (excluding the Employee, if a director), in its sole discretion, may suspend the Employee with pay 


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pending
the Board of Directors's final determination, commencing on the date of the Termination Notice. 


        (c)   For
purposes of this Agreement, "Cause" shall mean the Employee (i) has materially breached the terms of this Agreement, including, without limitation,
Article III and such breach is not cured within thirty (30) days of his receipt of written notice of such breach from the Company; (ii) has materially breached a fiduciary duty or
engaged in a material breach of trust, has willfully violated an important written policy of the Company relating to the honest or ethical conduct of business, has committed a criminal act or act of
moral turpitude, has been imprisoned for any serious crime, or has perpetuated a fraud upon the Company; (iii) has materially misrepresented his or her credentials or has engaged in any other
act or omission which constitutes gross misconduct, gross incompetence or deliberate disobedience or which causes material harm to the Company. 


        (d)   For
purposes of this Agreement, "Disability" is defined and determined to exist whenever Employee, while actively employed by the Company, becomes incapable, with or
without reasonable accommodation, by reason of physical or mental impairment, of performing the essential functions of his/her job on behalf of the Company. It is understood between the parties that
disability, under the terms of this Agreement, shall always refer to total and not partial incapacity to perform the essential functions of Employee's job on behalf of the Company. Either of the
following shall be conclusive determinations of total disability as defined herein: (1) a decision by an insurance company to pay total disability benefits after a specified waiting period to
Employee, the determination of which shall relate back and be effective at the beginning of such waiting period; or (2) a decision to such effect by the Company based upon the results of a
medical examination conducted by a qualified physician who is not an employee of, or otherwise associated with, the Company. 


        2.02    Payments Upon Termination, Severance Package and Change of Ownership Provision.    


        (a)   In
the event of termination of the Employee's employment due to an event of termination set forth in  Section 2.01(a) above or due to the Employee's voluntary termination of employment, the Company
shall have no further obligations or liability to
the Employee hereunder except (i) to pay to the Employee or the Employee's estate, if applicable, the amount of the Employee's Total Compensation up to the day as of which the Employee's
employment is terminated, (ii) to reimburse the Employee or the Employee's estate, if applicable, for his business expenses incurred through the date of termination (iii) to pay any
fringe benefits pursuant to Section 1.05 which have accrued through the date of termination in accordance with Company policies in effect at the
time of termination, and (iv) any bonus amounts otherwise due for periods up to the date of termination but yet unpaid. 


        (b)   In
the event of the Company's termination of the Employee's employment due to events other than those events set forth in  Section 2.01(a) (i.e., a termination without Cause) or if a "Deemed
Termination" occurs, in any event within twelve months following a Change in
Ownership, the Employee shall be entitled to continue to receive (i) the amounts described in Section 2.02(a) above, plus (ii) as
his sole severance benefit, eighteen (18) months of his Annual Base Salary plus health coverage (including medical, dental and vision) as provided through the Company sponsored plan or in the
event that is not available to the Employee the Company shall provide payment of the COBRA benefits for the eighteen (18) month period following his termination, plus a pro-rated
portion of the Annual Bonus, assuming the maximum Annual Bonus was achieved, which shall not be subject to the Board of Directors' discretion. 


        (c)   For
purposes of this Agreement, "Deemed Termination" is defined and determined to exist whenever the Employee's position, (including status, offices, titles and
reporting requirements, authority, duties, responsibilities) and/or Total Compensation are no longer commensurate, in all material respects, with the Employees most significant position and Total
Compensation at any time during the 180 day period immediately preceding the change. "Change of Ownership" is defined as the 


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sale
of substantially of the assets of the Company, the sale of 50% or greater of the equity ownership interests of the Company, or a merger, consolidation or similar transaction involving the
Company. 


        (d)   All
payments under this Section 2.02 are expressly conditioned upon the Employee's continued and strict compliance
with the terms of Article III hereunder and all other agreements to which the Company and the Employee are parties, if any. Employee's right to severance compensation described in  Section 2.02(b) is expressly conditioned on Employee's execution of a release in favor of the Company in a form reasonably satisfactory to the
Company and the Employee. 


ARTICLE III  


 RESTRICTIVE COVENANTS  


        The parties acknowledge that the Company and the Affiliated Companies either now or will in the future conduct business throughout the United States. Further, the
parties acknowledge that the Employee is extremely knowledgeable about the Company and the Affiliated Company's services, pricing, operations and customers. Employee acknowledges that Employee makes
the following restrictive covenants as consideration to protect and preserve valuable confidential business and professional information of the Company, its substantial business relationships with
specific prospective and existing clients and customers, and trade or professional practice secrets associated with its operations. 



        3.01    Confidentiality.    Under no circumstances and at no time, during or after the Employee's employment with the
Company or any Affiliated Company, shall the Employee in any manner whether directly or indirectly, use for his own benefit or the benefit of any other person, firm, entity or corporation or disclose,
divulge, render or offer, any knowledge or information with respect to the confidential affairs or plans, trade secrets or know-how of the Company or any Affiliated Company, and any of
their subsidiaries and affiliates, including, without limitation, any work product prepared by the Employee in the course of his employment with the Company ("Confidential Information"), except on
behalf of the Company in the course of the proper performance of his duties hereunder or except as compelled by any court order, subpoena or other legal proceeding (so long as the Employee provides
the Company with timely notice of such and an opportunity to contest the legal validity of such matter). The Employee acknowledges and agrees that any and all such Confidential Information will be
received and held by him in a confidential capacity, and that disclosure of such Confidential Information would pose a direct threat to the Company in the hands of its competitors. For purposes of
this Section 3.01, the term "Confidential Information" shall not include any information which is generally available to the public other than as
a result of a disclosure by the Employee or is properly obtained by the Employee from a third party who has a valid right to possess and disclose such information and is not under any obligation to
the Company to keep such information confidential. Employee shall instruct all the agents, employees, or representatives of Employee, if any, to maintain the confidentiality of all Confidential
Information. Employee shall not duplicate or reproduce any Confidential Information except as necessary to render and furnish services to the Company. If the Company requests the return of any
Confidential Information, Employee promptly (and in any event within five days) shall return to the Company all Confidential Information and all copies and any analyses, synopses, summaries, and
reproductions of Confidential Information. Employee acknowledges that the Company makes no warranty or representation concerning the accuracy or completeness of any Confidential Information. Employee
shall not place any Confidential Information on his personal storage devices. At the request of the Company at any time during or after termination of employment or engagement by the Company, Employee
shall grant the Company access to any written report or any personal computer, lap top computer, and computer tapes, diskettes, and other electronic storage devices that are owned by the Company or
Employee, for the purpose of determining whether they contain any Confidential Information that should be returned to the Company. 


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        3.02    Covenant Not to Compete; Non-Solicitation.    



        (a)   During
such time as Employee is employed by the Company and for a period of two (2) years from the date on which the Employee ceases, for whatever reason, to be
employed by the Company or any Affiliated Company (the "Non-Competition Term"), the Employee hereby agrees that he will not, singly, jointly, or as an employee, agent or partner of any
partnership or as an officer, agent, employee, director, stockholder (except for not more than two percent (2%) of the outstanding stock of any company listed on a national securities exchange or
actively traded in the over-the-counter market), member or investor in any other corporation or entity, or as a consultant, advisor, or independent contractor to any such
partnership, corporation or entity, or in any other capacity, directly, indirectly or beneficially: 



          (i)  own,
manage, operate, join, control, or participate in the ownership, management, operation, or control of, or work for (as an employee, agent, consultant, advisor or
independent contractor), or permit the use of his name by, or provide financial or other assistance to, any person, partnership, corporation, or entity which is in direct or indirect competition
within the United States (the "Protected Territory") with (A) the business as conducted by the Company or any of the Affiliated Companies on the date hereof or at any time during the Employee's
employment with the Company or an Affiliated Company or (B) any other business in which the Company or an Affiliated Company, on the date hereof or at any time during Employee's employment with
the Company or an Affiliated Company, has developed an intention to engage and for which the Company or an Affiliated Company has invested in excess of $25,000, directly or indirectly, known
(Developing Business). 


         (ii)  employ,
retain or engage (as an employee, consultant or independent contractor) any person who, on the date hereof or at any time hereafter is or was an employee or
independent contractor of the Company or any of the Affiliated Companies except in the proper performance of his duties hereunder; provided,  however, that
during the time Employee is employed by the Company, the Employee may engage, at his cost, an employee of the Company or an Affiliated
Company to perform work outside of normal business hours which is not related to the business of the Company or any business described in Section 3.02(a)(i) hereof and does not interfere with
such employee's performance of his duties to the Company and its Affiliated Companies; or 


        (iii)  induce
or attempt to induce any person who, on the date hereof or at any time hereafter is an employee or independent contractor of the Company or any Affiliated
Company as of the date hereof, to terminate his or her employment or relationship with the Company or an Affiliated Company, except in the proper performance of his duties hereunder; or 


        (iv)  induce
or attempt to induce any person, business, or entity which is a contracting party or has a business relationship with the Company or any Affiliated Company, as
of the date hereof or at any time hereafter (a "Contracting Party"), to terminate or modify in any way adverse to the interests of the Company or any
Affiliated Company, any written or oral agreement or understanding with the Company or any Affiliated Company, except in the proper performance of his duties hereunder, and if any Contracting Party or
former Contracting Party attempts to induce or solicit the Employee to perform or provide any services for it other than in connection with the Company's, or an Affiliated Company's activities, which
such services would violate the provisions of this Agreement, including, without limitation, the provisions of Section 3.02(a)(i) hereof, Employee shall immediately reject such offer or
solicitation and inform such Contracting Party or former Contracting Party of the restrictions and obligations imposed on the Employee by this Agreement and inform the Company of such offer or
solicitation. 




        (b)   Employee
acknowledges, stipulates, and agrees that the preceding restrictions are reasonable as to geographical area, time, and line of business and are reasonably
necessary to protect legitimate business interests of the Company, including trade secrets and professional information, other valuable 


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confidential
or business information, substantial relationships with existing or prospective customers, and customer goodwill associated with the Company's trade name, ongoing business, and the
geographical area in which the Company conducts its business. To the extent the duration, geographical area, or line of business of any of the preceding restrictions would cause them to be
unenforceable in a particular jurisdiction, the restrictions automatically will be reformed for purposes of enforcement in that jurisdiction to a duration, geographical area, or line of business that
is valid and enforceable in that jurisdiction. Reformation of a restriction to validate its enforcement in any particular jurisdiction, however, will not affect the enforcement of the restriction as
stated in any other jurisdiction in which it is enforceable stated. Also, the invalidity of a restriction in any particular jurisdiction will not affect the validity or enforcement of the restriction
in another jurisdiction where it is otherwise valid. The duration of every restriction set forth in this section will be extended by any period during which Employee is in breach of its, his, or her
obligations. 


        3.03    Specific Performance.    The Employee agrees that his breach of the provisions of  Sections 3.01 or 3.02 above will
cause irreparable damage to the Company and the Affiliated Companies and that the recovery by the Company of
money damages will not constitute an adequate remedy for such breach. Accordingly, the Employee agrees that the provisions of Sections 3.01 or
3.02 above may be specifically enforced against him in addition to any other rights or remedies available to the Company on account of any such breach, and the Employee
expressly waives the defense in any equitable proceeding that there is an adequate remedy at law for any such breach. 


        3.04    Survival.    The terms and provisions of this Article III shall survive the termination of this
Agreement whether at the end of its term (subject to any extension thereof), or otherwise. 



        3.05    Absence of Other Restrictions on Competition.    Employee represents and warrants to the Company that Employee
is not a party to any restrictive covenant limiting its, his, or her right to work or perform services for the Company in any capacity whatsoever. Employee shall indemnify and hold harmless the
Company from all costs, damages, and liabilities that the Company incurs in connection with any suit or claim arising out of any restrictive contract, covenant, or agreement to which Employee is
subject on the date of this Agreement or was subject at the date Employee began employment or its association or engagement with the Company. 



        3.06    Company Property.    After termination of his association, employment, or engagement for any reason
whatsoever, Employee shall not retain or remove, without the Company's advance written consent, any list, data, book, record, design, manual, drawing, formula, document, schedule, source code,
specification, computer program or software, other property owned by the Company, or other written or electronic information pertaining to the business and financial affairs of the Company. 


ARTICLE IV  


 MISCELLANEOUS  



        4.01    Amendments; Waiver.    Any amendment to or modification of this Agreement, and any waiver of any provision
hereof, shall be in writing and shall require the prior written approval of the Company and the Employee. Any waiver by the Company of a breach of any provision of this Agreement shall not operate or
be construed as a waiver of any subsequent breach hereof. 


        4.02    Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of the State
of Florida, excluding the laws of those jurisdictions pertaining to resolution of conflicts with laws of other jurisdictions. 



        4.03    Jurisdiction and Venue.    Employee and the Company (a) consent to the personal jurisdiction of the
state and federal courts having jurisdiction in Palm Beach County Florida, (b) stipulate that the sole and exclusive venue for any legal proceeding arising out of this Agreement shall be a
state or 


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federal
court having jurisdiction in Palm Beach County, Florida, and (c) waive any defense, whether asserted by motion or pleading, that the venue described in (b) is an improper or
inconvenient venue. 


        4.04    Notices.    All notices or other communications required or sent hereunder shall be in writing and either
(a) hand delivered, (b) mailed by registered mail or certified mail, return receipt requested postage pre-paid, (c) sent by overnight mail or any other overnight
courier service, or (d) sent by facsimile transmission (with confirmed proof of receipt). All such notices shall be deemed effective upon sending thereof, and shall be addressed as follows: 



        If
intended for the Company, to: 



PDSHEART

Director of Human Resources

1801 Center Park Suite #110

West Palm Beach, Florida 33401 


If
intended for the Employee, to:

Mr. Gregory Marsh

10254 Hunt Club Lane

Palm Beach Gardens, FL 33418 




        4.05    Successors and Assigns.    The Company shall have the right to assign this Agreement to its respective
successors and assigns, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by said successors or assigns. This Agreement is personal to the Employee and shall
not be assigned, transferred, hypothecated, pledged or in any way encumbered by the Employee; provided, however, that the obligations of the Employee
hereunder shall be binding upon the Employee's estate. 


        4.06    Captions; Gender and Number.    The captions of the sections of this Agreement are for convenience of
reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. The gender and number used in this Agreement are used as reference terms only and shall
apply with the same effect whether the parties are of the masculine, neuter or feminine gender, corporate or other form, and the singular shall likewise include the plural. 



        4.07    WAIVER OF JURY TRIAL.    EACH OF THE PARTIES HERETO HEREBY EXPRESSLY AND KNOWINGLY WAIVES THE RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT. 


        4.08    No Conflict.    The Employee hereby represents and warrants that the Employee is not a party to or bound by
any agreement or understanding of any type with any other person or entity that in any way conflicts with the terms of this Agreement or restricts the Employee's ability to enter into this Agreement. 



        4.09    Entire Agreement.    This Agreement constitutes the entire agreement between the parties and supersedes all
prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. 


        4.10    Counterparts.    This Agreement may be signed in one or more counterparts and all counterparts so executed
shall constitute one agreement binding on all parties hereto, notwithstanding that all parties have not signed the original or the same counterpart. 



        4.11    Inventions.    All right, title, and interest, of every kind whatsoever, in the United States and throughout
the world, in any copyrights, trademarks, and any ideas, designs, discoveries, inventions, and improvements with economic value, whether or not patentable or capable of copyright or trademark
registration, created, developed, or conceived by Employee while associated with or employed or engaged by the Company (including periods prior to the date of this Agreement), shall be the sole 


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property
of the Company. Employee shall execute all documents reasonably necessary as requested by the Company to create, enforce, or evidence the Company's right in the foregoing property. 


        4.12    Third Party Enforcement.    Any holder of Series A Preferred Stock may (but is not obligated to)
enforce this Agreement on behalf of the Company if the Company, within 15 days following notice from the holder, fails to enforce the Agreement following a breach of the Agreement by Employee.
The Company shall promptly reimburse the Series A Preferred Stock holder and its representatives for all costs associated with such enforcement, including, but not limited to all advance
retainers for legal or other services, and all other costs and shall indemnify and hold the Series A Preferred Stock holder harmless from all costs and liability that arise from all actions
taken by the Series A Preferred Stock holder in reliance upon this Section 4.12. 


        4.13    Costs.    In any mediation, arbitration, or legal proceeding between Employee and the Company arising out of
this Agreement, the losing party shall reimburse the prevailing party, on demand, for all costs (including, without limitation, attorneys' and court fees and costs) incurred by the prevailing party in
enforcing, defending, or prosecuting this Agreement. 


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        EMPLOYEE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT, WAS AFFORDED SUFFICIENT OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL OF HIS CHOICE AND TO ASK
QUESTIONS AND RECEIVE SATISFACTORY ANSWERS REGARDING THIS AGREEMENT, UNDERSTANDS HIS RIGHTS AND OBLIGATIONS UNDER IT, AND SIGNED IT OF HIS OWN FREE WILL AND VOLITION.



        IN
WITNESS WHEREOF, the Employee has executed this Agreement and the Company has caused this Agreement to be executed as an instrument under seal as of the day and year first above
written. 



	PDSHEART, INC., a Delaware corporation
	

By:	
 	

/s/  GREGORY A. MARSH      
 EMPLOYEE	
 	

 
	 	 	Print Name:	 	Gregory A. Marsh
	 	 





	

Accepted By:	
 	

/s/  SEAN HEYNIGER      
	
 	

[ILLEGIBLE]

	Name:  Sean Heyniger

Title:    Chief Executive Officer	 	Witness:




9










  


Human
Resources Department 


February 2,
2007 


Greg
Marsh

c/o PDSHeart, Inc.

1801 Centrepark Dr E #110

West Palm Beach, FL 33401 


Dear
Greg: 


It
is my pleasure to extend to you, concurrently with and contingent upon the closing of the proposed merger (the "Merger") involving PDSHeart, Inc. ("PDSHeart") and a wholly owned subsidiary
of CardioNet, Inc. ("CardioNet"), an offer to continue your employment with PDSHeart in the positions of Chief Operating Officer of PDSHeart, reporting to David Wood with a dotted line to
Charlie Alvarez, and Chief Financial Officer of CardioNet, reporting to David Wood, President of CardioNet. 


As
discussed with you, the principal terms and conditions of our offer consist of the following: 



	•
	a
bi-weekly salary at the annual rate of $273,000;



	•
	the
grant of an option to purchase 200,000 shares of CardioNet's common stock at an exercise price equal to the fair market value of the 200,000 shares on the date of the
grant. 25 percent of the shares subject to such option shall vest on the first anniversary of the date of the grant, provided that you are still employed by PDSHeart and/or CardioNet on that
date. The remainder of the shares shall vest in equal monthly installments over the 36 months following the first anniversary of the date of
the grant, except that if you should cease to be an employee of PDSHeart and/or CardioNet, vesting shall cease immediately;



	•
	a
stipulation that you will not be required to relocate from the West Palm Beach, Florida area in connection with this offer or your continued employment; and finally



	•
	while
CardioNet does not currently have an executive level bonus plan of any kind, in the event such a plan is put in place at some point in the future, you will be eligible
to participate in it. 




In
addition, as a condition of your continued employment with PDSHeart and in consideration of the mutual promises and covenants contained herein, the value, sufficiency and receipt of which are
hereby acknowledged, you and CardioNet hereby agree that the Employment and Non-Competition Agreement by and between PDSHeart, Inc. and Greg Marsh, dated January 1, 2007 (the
"Employment Agreement"), shall be amended as follows: 



	•
	Section 1.03
is amended so as to eliminate the "Health Benefit Allowance" and "Automobile Allowance" provisions in their entirety;



	•
	Section 1.04
providing eligibility for an annual bonus is eliminated in its entirety;



	•
	Section 2.01(b)
is amended so as to eliminate in its entirety the right to appeal to the Board of Directors whether proper grounds exist to support a termination for
cause; and



	•
	Section 4.12
providing for enforcement of certain provisions by third parties is eliminated in its entirety. 






Except
as explicitly modified or amended herein, all provisions, conditions and terms of the Employment Agreement remain unchanged and are in full force and effect. Together with the 








Employment
Agreement, this letter sets forth the entire understanding and agreement between the parties with regard to the subject matter hereof and supersedes any prior or contemporaneous agreements,
discussions, negotiations or representations between the parties, whether written, oral or otherwise, with respect thereto. Neither the Employment Agreement nor this letter may be modified or amended
except by the written agreement of the parties. 


If
the foregoing terms are acceptable, please indicate your agreement by signing one copy of this letter in the space provided below, and returning it to me by facsimile or email no later than January
    , 2007. 


We
are very enthusiastic about working with you in continuing to build our company. 


Sincerely,




	/s/  JAMES M. SWEENEY      
 James M. Sweeney

Chief Executive Officer	 





	 	AGREED AND ACCEPTED:
	

 	

/s/  GREG MARSH      
 Greg Marsh
	 	Dated: 2/4/2007













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Exhibit 10.7


EMPLOYMENT AND NON-COMPETITION AGREEMENT