UNITED STATES  
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 10, 2008

Medefile International, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
033-25126 D 
85-0368333
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
 
240 Cedar Knolls Road, Suite 309
Cedar Knolls, NJ 07929
(Address of principal executive offices) (zip code)

(973) 993-8001
 (Registrant's telephone number, including area code)

Copies to:
Richard A. Friedman, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32 nd Floor
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
Item 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Item 5.02.
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On December 10, 2008, Medefile International, Inc. (the “Company”) entered into an employment agreement with Milton Hauser, pursuant to which Milton Hauser agreed to continue to serve as the Company’s President and Chief Executive Officer for a term of three years.   The term of his agreement shall automatically extend for successive one year periods unless otherwise terminated by the parties in accordance with the terms of the agreement.  Pursuant to his agreement, Milton Hauser shall be entitled to receive an annual salary of $216,000, which amount may be payable in shares of the Company’s common stock in the sole discretion of the Company.  He shall also be entitled to a discretionary bonus from time to time during the term of the agreement in an amount determined by the sole discretion of the Company’s board of directors.  In addition, Milton Hauser is entitled to receive 10,000 shares of the Company’s newly designated Series A preferred stock (the “Series A Preferred”).  Each share of Series A Preferred is convertible at the option of the holder, into 50 shares of the Company’s common stock.  In addition, the holders of the Series A Preferred shall be entitled that number of votes at any regular or special meeting of the shareholders of the Company .equal to that number of common shares which is not less than 51% of the vote required to approve any action.

On December 10, 2008, the Company entered into an employment agreement with Kevin Hauser pursuant to which Kevin Hauser agreed to continue to serve as the Company’s Vice President of Sales and New Business Development for a term of three years.  The term of his agreement shall automatically extend for successive one year periods unless otherwise terminated by the parties in accordance with the terms of the agreement.  Pursuant to his agreement, Kevin Hauser shall be entitled to receive an annual salary of $216,000.  He shall also be entitled to a discretionary bonus from time to time during the term of the agreement in an amount determined by the sole discretion of the Company’s board of directors.

On December 10, 2008, the Company entered into an employment agreement with Rachel Hauser pursuant to which Rachel Hauser agreed to serve as the Company’s Director of Marketing and Public Relations for a term of three years.  The term of his agreement shall automatically extend for successive one year periods unless otherwise terminated by the parties in accordance with the terms of the agreement.  Pursuant to his agreement, Kevin Hauser shall be entitled to receive an annual salary of $216,000.  She shall also be entitled to a discretionary bonus from time to time during the term of the agreement in an amount determined by the sole discretion of the Company’s board of directors.


Item 9.01 Financial Statements and Exhibits.

(a)  
Financial statements of business acquired.

Not applicable.

(b)  
Pro forma financial information.
 
Not applicable.
 
(c)  
Exhibits.
 

Exhibit Number
 
Description
 
3.6
 
Certificate of Designation of Series A Preferred
 
       
10.10   Employment agreement by and between the Registrant and Milton Hauser dated December 10, 2008  
       
10.11   Employment agreement by and between the Registrant and Kevin Hauser dated December 10, 2008  
       
10.12
  Employment agreement by and between the Registrant and Rachel Hauser dated December 10, 2008  


 
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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
Medefile International, Inc.
 
       
January 14, 2009  
By:
/s/ Milton Hauser
 
   
Milton Hauser
 
   
President, Chief Executive Officer
 
       
 
 
 
 
 
 

 
 
 
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Exhibit 3.6
 

ROSS MILLER
Secretary Of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov

Certificate of Designation
(PURSUANT TO NRS 78.1955)

Certificate of Designation for
Nevada Profit Corporations
(Pursuant to NRS 78.1955)

1.  
Name of corporation:

Medefile International, Inc.

2.  
By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock.

Medefile International, Inc. (the “ Company ”), a corporation organized and existing under the laws of Nevada, does hereby certify that, pursuant to authority conferred upon the Board of Directors of the Company by the Articles of Incorporation, as amended, of the Company, and the Board of Directors of the Company, has adopted resolutions (a) authorizing the issuance of 10,000 shares of preferred “A” stock, $0.001 par value per share (the “Preferred A Stock”), of the Company and (b) providing for the designations, preferences and relative participating, optional or other rights, and the qualifications, limitations or restrictions thereof, as follows: (please see Exhibit A, attached hereto).

3.  
Effective date of filing (optional)

4.  
Signature: (required)

 
/s/ Milton Hauser
Signature of Officer

 
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EXHIBIT A
 
CERTIFICATE OF DESIGNATION
OF SERIES A CONVERTIBLE PREFERRED STOCK OF
MEDEFILE INTERNATIONAL, INC.
to be filed with the Secretary of State
of the State of Nevada
on or about December 30, 2008
 
Medefile International, Inc. (the “ Company ”), a corporation organized and existing under the laws of Nevada, does hereby certify that, pursuant to authority conferred upon the Board of Directors of the Company by the Articles of Incorporation, as amended, of the Company, and the Board of Directors of the Company, has adopted resolutions (a) authorizing the issuance of 10,000 shares of preferred “A” stock, $0.001 par value per share (the “Preferred A Stock”), of the Company and (b) providing for the designations, preferences and relative participating, optional or other rights, and the qualifications, limitations or restrictions thereof, as follows:
 
1. Dividends and Distributions
 
1.1. Dividend Rate and Rights. Holders of the Preferred A Stock shall be entitled to receive dividends or other distributions with the holders of the common stock (“Common Stock”) of the Corporation on an as converted basis when, as, and if declared by the Directors of the Corporation.
 
1.2. Notices of Record Date . In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which is the same as cash dividends paid in previous quarter) or other distribution, the Corporation shall mail to each holder of Preferred A Stock in the same manner as provided to the holders of the Common Stock, a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution.
 
2. Conversion into Common Stock.
 
2.1. Right to Convert . Subject to and upon compliance with the provision of this Section 2, the holders of the shares of Preferred A Stock shall be entitled, at their option, at any time, to convert all or any such share of Preferred A Stock into fifty (50) shares of Common Stock (“Conversion Ratio”).
 
2.2. Notice of Conversion . Each Preferred A Stock stockholder who desires to convert into the Corporation’s Common Stock must provide a ten (10) day written notice to the Corporation of its intent to convert one or more shares of Preferred A Stock into Common Stock. The Corporation may, in its sole discretion, waive the written notice requirement and allow the immediate exercise of the right to convert.
 
 
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2.3. Mechanics of Conversion . No fractional shares of Common Stock shall be issued upon conversion of Preferred A Stock and the number of shares of Common Stock to be issued shall be determined by rounding to the nearest whole share (a half share being treated as a full share for this purpose). Such conversion shall be determined on the basis of the total number of shares of Preferred A Stock the holder is at the time converting into Common Stock and such rounding shall apply to the number of shares of Common Stock issuable upon aggregate conversion. Before any holder shall be entitled to convert, he shall surrender the certificate or certificates representing Preferred A Stock to be converted, duly endorsed or accompanied by proper instruments of transfer, at the office of the Corporation or of any transfer agent, and shall given written notice to the Corporation at such office that he elects to convert the same. The Corporation shall, as soon as practicable thereafter, issue a certificate or certificates for the number of shares of Common Stock to which the holder shall be entitled. The Corporation shall, as soon as practicable after delivery of such certificates, or such agreement and indemnification in the case of a lost, stolen or destroyed certificate, issue and deliver to such holder of Preferred A Stock a certificate or certificates for the number of shares of Common Stock to which such holder is entitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred A Stock to be converted.
 
2.4. Adjustments to Conversion Ratio  
 
A. Merger or Reorganization . In case of any reorganization, consolidation or merger of the Corporation as a result of which holders of Common Stock become entitled to receive other stock or securities or property, or in case of any conveyance of all or substantially all of the assets of the Corporation to another corporation, the Corporation shall mail to each holder of Preferred A Stock in the same manner as provided to the Common Stock holders a notice thereof, and each such holder shall, upon written notice by the Corporation to the holders of the Preferred A Stock, convert such holder’s shares of Preferred A Stock into shares of Common Stock pursuant to this Section 2 immediately prior to the closing of such reorganization, consolidation or merger of the Corporation, and thereafter receive the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of such Preferred A Stock would have been entitled upon such reorganization, consolidation, merger or conveyance.
 
B. Subdivision or Combination of Common Stock . If the Corporation at any time subdivides (by any stock split, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Preferred A Stock Conversion Ratio in effect immediately prior to such subdivision will be proportionately reduced, and if the Corporation at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Preferred A Stock Conversion Ratio in effect immediately prior to such combination will be proportionately increased.
 
2.5. No Impairment . The Corporation will not, by amendment of its Articles of Incorporation, or through any reorganization transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 2 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of the Preferred A Stock against impairment.
 
 
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2.6. Certificate as to Adjustments . Upon the occurrence of each adjustment or readjustment of the Conversion Ratio of the Preferred A Stock pursuant to this Section 2, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Preferred A Stock a certificate setting forth such adjustment or readjustment and the calculation on which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Preferred A Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, and (ii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of the Preferred A Stock.
 
2.7. Common Stock Reserved . The Corporation shall take such action as is necessary to amend the Articles of Incorporation to authorize such number of shares of Common Stock as shall from time to time be sufficient to effect conversion of the Preferred A Stock.
 
3. Liquidation Preference.
 
Distribution of Assets in Liquidation . In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (a "Liquidation"), the assets of the Corporation available for distribution to its stockholders shall be distributed to all holders of Preferred A Stock on an as converted basis and pro rata with the holders of Common Stock.
 
4. Voting Rights.  
 
The record holders of the Preferred A Stock shall have the right to vote on any matter with holders of common stock voting together as one (1) class. The record holder(s) of the 10,000 shares of Preferred A Stock shall have that number of votes (identical in every other respect to the voting rights of the holders of common stock entitled to vote at any regular or special meeting of the shareholders) equal to that number of common shares which is not less than 51% of the vote required to approve any action, which Nevada law provides may or must be approved by vote or consent of the holder of common shares or the holders of other securities entitled to vote, if any.
 
The record holders of the Preferred A Stock shall be entitled to the same notice of any regular or special meeting of the shareholders as may or shall be given to holders of common shares entitled to vote at such meetings. No corporate actions requiring majority shareholder approval or consent may be submitted to a vote of common shareholders which in any way precludes the Preferred A Stock from exercising its voting or consent rights as though it is or was a common shareholder.
 
For purposes of determining a quorum for any regular or special meeting of the shareholders, the 10,000 shares of Preferred A Stock shall be included and shall be deemed as the equivalent of 51% of all shares of Common Stock represented at and entitled to vote at such meetings.

 
 
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5. Reissuance.
 
No share or shares of Preferred A Stock acquired by the Corporation by reason of conversion or otherwise shall be reissued as Preferred A Stock, and all such shares thereafter shall be returned to the status of undesignated and unissued shares of Preferred Stock of the Corporation.
 
6. Notices .
 
6.1.   Notice Requirement. Within ten (10) business days of any adjustment of the Preferred A Stock Conversion Ratio, the Corporation will give written notice thereof to all holders of shares of Preferred A Stock. The Corporation will give written notice to all holders of shares of Preferred A Stock at least ten (10) days prior to the date on which the Corporation closes its books or takes a record (a) with respect to any dividend or distribution upon Common Stock, or (b) with respect to any pro rata subscription offer to holders of Common Stock.
 
6.2.   Form of Notice. Unless otherwise specified in the Corporation’s Articles of Incorporation or Bylaws, all notices or communications given hereunder shall be in writing and, if to the Corporation, shall be delivered to it as its principal executive offices, and if to any holder of Preferred A Stock, shall be delivered to it at its address as it appears on the stock books of the Corporation.
 

 

 
 
[THIS SPACE IS INTENTIONALLY LEFT BLANK]
 
 
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RESOLVED, that the date of the adoption of the amendment by all of the Directors of the Corporation is December 14, 2008. Pursuant to Article Fourth of the Articles of Incorporation, no shareholder approval is required.
 
 
DATE: December 30, 2008

 
 
/s/ Milton Hauser
Milton Hauser, President and Chief Executive Officer
 

 
 
 
 
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Exhibit 10.10
 

EXECUTIVE EMPLOYMENT AGREEMENT


This EXECUTIVE EMPLOYMENT AGREEMENT (the “ Agreement ”) dated December 10, 2008 by and between Medefile International, Inc., a Nevada corporation (the “ Company ”), and Milton Hauser, an individual (the “ Executive ”).

The Company desires to employ the Executive, and the Executive wishes to accept such employment with the Company, upon the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the foregoing facts and mutual agreements set forth below, the parties, intending to be legally bound, agree as follows:

1.            Employment .  The Company hereby agrees to employ Executive, and Executive hereby accepts such employment and agrees to perform Executive’s duties and responsibilities in accordance with the terms and conditions hereinafter set forth.

1.1            Duties and Responsibilities . Executive shall serve as President and Chief Executive Officer of the Company.  During the Employment Term (as defined below), Executive shall perform all duties and accept all responsibilities incident to such positions and other appropriate duties as may be assigned to Executive by the Company’s Board of Directors from time to time.  The Company shall retain full direction and control of the manner, means and methods by which Executive performs the services for which she is employed hereunder and of the place or places at which such services shall be rendered.

1.2            Employment Term .  The term of this Agreement shall commence as of December __, 2008 (the “ Effective Date ”) and shall continue for thirty-six (36) months, unless earlier terminated in accordance with Section 4 hereof.  The term of Executive’s employment shall be automatically renewed for successive one (1) year periods until the Executive or the Company delivers to the other party a written notice of their intent not to renew the Employment Term, such written notice to be delivered at least sixty (60) days prior to the expiration of the then-effective Employment Term.  Upon termination by the Company, Executive is entitled to termination payments pursuant to Section 4 hereof.  The period commencing as of the Effective Date and ending thirty-six (36) months thereafter or such later date to which the term of Executive’s employment under the Agreement shall have been extended by mutual written Agreement is referred to herein as the “ Employment Term .”

1.3            Extent of Service .  During the Employment Term, Executive agrees to use Executive’s best efforts to carry out the duties and responsibilities under Section 1.1 hereof and shall devote such time Executive deems is reasonably necessary to perform his duties hereunder.  To that end, the Company acknowledges and agrees that Executive may dedicate some of his business time to other ventures that do not compete directly with the business of the Company and that doing so shall not be a violation of Executive’s obligations under this Agreement.

1.4            Base Salary .  The Company shall pay Executive a base salary (the “ Base Salary ”) at the annual rate of $216,000 (U.S.), payable at such times as the Company customarily pays its other senior level executives.  In the sole discretion of the Company, the Base Salary may be payable through the issuance of shares of the Company’s common stock which have been registered by the Company on a Form S-8 registration statement filed with the Securities and Exchange Commission.

 
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1.5            Discretionary Bonus .  From time to time during the Term, the Company may pay to the Employee additional compensation in an amount determined by the sole discretion of the Board of Directors.

1.6            Preferred Stock .

(a)   The Company shall issue 10,000 shares of preferred “A” Stock, par value $.001 per share, (the “ Preferred Shares ”) to Executive. Each certificate representing the Preferred Shares shall bear appropriate transfer restriction legends as required by the Securities Act of 1933, as amended, and other applicable laws.

(b)   Right of First Refusal .  The Company shall have the right, for a period of thirty (30) days following notice from the Executive, to repurchase all of the Preferred Shares granted to Executive under this Section 1.6 on the following conditions:
 
(i)         Executive shall send to the Company notice of his intent to sell the Preferred Shares (“ Executive Notice ”) which Executive Notice shall include the name of the purchaser and purchase price (“ Purchase Price ”);
 
(ii)   The Company shall send to Executive a notice indicating their intention to repurchase or not repurchase the Preferred Shares within thirty (30) days following the date of the Executive Notice;
 
(iii)   If the Company wishes to repurchase the Preferred Shares, the Company shall repurchase the Preferred Shares for the Purchase Price within thirty (30) days following the date of the Executive Notice.
 
The obligations created under this Section 1.6(b) shall survive termination of this Agreement.


1.7            Other Benefits .  During the Employment Term, Executive shall be entitled to participate in all employee benefit plans and programs made available to the Company’s senior level executives as a group or to its employees generally, as such plans or programs may be in effect from time to time, including, without limitation, medical, dental, short-term and long-term disability and life insurance plans, accidental death and dismemberment protection and travel accident insurance.  Executive shall be provided office space and staff assistance appropriate for Executive’s position and adequate for the performance of his duties.

1.8            Miscellaneous .  Executive shall be provided with reimbursement of expenses related to Executive’s employment by the Company.  Executive shall be entitled to vacation and holidays in accordance with the Company’s normal personnel policies for senior level executives.
 
 
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2.            Confidential Information .  Executive recognizes and acknowledges that by reason of Executive’s employment by and service to the Company before, during and, if applicable, after the Employment Term, Executive will have access to certain confidential and proprietary information relating to the Company’s business, which may include, but is not limited to, trade secrets, trade “know-how,” product development techniques and plans, customer lists and addresses, cost and pricing information, strategy and programs, computer programs and software and financial information (collectively referred to as “Confidential Information”).  Executive acknowledges that such Confidential Information is a valuable and unique asset of the Company.  Executive covenants that he will not, unless expressly authorized in writing by the Board of Directors, at any time during the course of Executive’s employment use any Confidential Information or divulge or disclose any Confidential Information to any person, firm or corporation except in connection with the performance of Executive’s duties for the Company and in a manner consistent with the Company’s policies regarding Confidential Information.

Executive also covenants that at any time after the termination of such employment, directly or indirectly, he will not use any Confidential Information or divulge or disclose any Confidential Information to any person, firm or corporation, unless such information is in the public domain through no fault of Executive or except when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order Executive to divulge, disclose or make accessible such information.

All written Confidential Information (including, without limitation, in any computer or other electronic format) which comes into Executive’s possession during the course of Executive’s employment shall remain the property of the Company.  Upon termination of Executive’s employment, the Executive agrees to return immediately to the Company all written Confidential Information (including, without limitation, in any computer or other electronic format) in Executive’s possession.

3.            Non-Competition; Non-Solicitation .

3.1            Non-Compete .  The Executive hereby covenants and agrees that during the term of this Agreement, the Executive will not, without the prior written consent of the Company, directly or indirectly, on his own behalf or in the service or on behalf of others, whether or not for compensation, engage in any business activity, or have any interest in any person, firm, corporation or business, through a subsidiary or parent entity or other entity (whether as a shareholder, agent, joint venturer, security holder, trustee, partner, consultant, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise) with any Competing Business in the Covered Area.  For the purpose of this Agreement, (i) “ Competing Business ” means the exploration, development, and production of mineral resources and (ii) “ Covered Area ” means all geographical areas of the United States, South America, and other foreign jurisdictions where Company then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents.  Notwithstanding the foregoing, the Executive may own shares of companies whose securities are publicly trades, so long as such securities do not constitute more than five percent (5%) of the outstanding securities of any such company.

3.2            Non-Solicitation .  The Executive hereby covenants and agrees that during the term of this Agreement, the Executive will not divert any business of the Company or any customers or suppliers of the Company and/or the Company’s business to any other person, entity or competitor, or induce or attempt to induce, directly or indirectly, any person to leave his or her employment with the Company.
 
 
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3.3            Remedies .  The Executive acknowledges and agrees that his obligations provided herein are necessary and reasonable in order to protect the Company and their respective business and the Executive expressly agrees that monetary damages would be inadequate to compensate the Company for any breach by the Executive of his covenants and agreements set forth herein.  Accordingly, the Executive agrees and acknowledges that any such violation or threatened violation of this Section 3 will cause irreparable injury to the Company and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Company shall be entitled to obtain injunctive relief against he threatened breach of this Section 3 or the continuation of any such breach by the Executive without the necessity of proving actual damages.

4.            Termination .

4.1            By Company .

(a)                The Company may terminate Executive's employment prior to the expiration of the Term (“ Termination ”).  If such termination by the Company is for any reason other than a Termination for Cause (as defined in Section 4.1(b) hereof), or Executive’s death or disability, then:
(i)  all unvested options, warrants and other equity grants shall vest immediately,

(ii)  Executive will be entitled to receive his Base Salary for a period of 30 days from the date of his termination; and

(iii) Executive shall be entitled to a continuation of health and other medical benefits and coverage at the cost and expense of the Company for a period of not less than eighteen (18) months, in consideration for all of which the parties hereto shall exchange mutual releases of claims.

(b)  For purposes of this Agreement, the term "Termination for Cause" means, a termination by reason of any of the following:

(i)  Executive’s conviction of or entrance of a plea of guilty or nolo contendere to a felony; or
 
(ii)  Executive is engaging or has engaged in material fraud, material dishonesty, or other acts of willful and continued misconduct in connection with the business affairs of the Company;
 
provided , however , that (x) no conduct by Executive shall be deemed willful for purposes of this Section 4.1 if Executive believed in good faith that such conduct was in or not opposed to the best interests of the Company, and (y) Cause shall in no event be deemed to exist with respect to clause (ii) above, unless Executive shall have first received written notice from the Board of Directors advising Executive of the specific acts or omissions alleged to constitute misconduct, and such misconduct continues after Executive shall have had a reasonable opportunity (which shall be defined as a period of time consisting of at least fifteen (15) days from the date Executive receives said notice) to correct the acts or omissions so complained of.
 
 
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(c)  For purposes of this Agreement, Executive’s employment shall be deemed to have been terminated in the event of:
 
(i)  the material reduction of Executive’s title, authority, duties or responsibilities, or the assignment to Executive of duties materially inconsistent with Executive’s positions with the Company as stated in Section 1 hereof;
 
(ii)  a reduction in the Base Salary of Executive;
 
(iii)  the Company’s failure to pay Executive any amounts otherwise due hereunder or under any plan, policy, program, agreement, arrangement or other commitment of the Company if such failure is not cured by the Company within fifteen (15) days of notice of such failure; or
 
(iv)  any other material breach by the Company of this Agreement.
 
(d)  If all, or any portion, of the payments provided under this Agreement, either alone or together with other payments and benefits which Executive receives or is entitled to receive from the Company, would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code (whether or not under an existing plan, arrangement or other agreement) (each such parachute payment, a “ Parachute Payment ”), and would result in the imposition on the Executive of an excise tax under Section 4999 of the Internal Revenue Code, then, in addition to any other benefits to which the Executive is entitled under this Agreement, the Executive shall be paid by the Company an amount in cash equal to the sum of the excise taxes payable by the Executive by reason of receiving Parachute Payments plus the amount necessary to put the Executive in the same after-tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest possible applicable rates on such Parachute Payments (including without limitation any payments under this Section 4.1(d)) as if no excise taxes had been imposed with respect to Parachute Payments.

4.2            By Executive’s Death or Disability .  This Agreement shall also be terminated upon the Executive’s death and/or a finding of permanent physical or mental disability, such disability expected to result in death or to be of a continuous duration of no less than twelve (12) months, and the Executive is unable to perform his usual and essential duties for the Company.  In the event of termination by reason of Executive’s death and/or permanent disability, Executive or his executors, legal representatives or administrators, as applicable, shall be entitled to an amount equal to Executive’s Base Salary accrued through the date of termination, plus a pro rata share of any annual bonus to which Executive would otherwise be entitled for the year which death or permanent disability occurs.

4.4            Voluntary Termination .  Executive may voluntarily terminate the Employment Term upon sixty (60) days’ prior written notice for any reason; provided , however , that no further payments shall be due under this Agreement in that event except that Executive shall be entitled to any benefits due under any compensation or benefit plan provided by the Company for executives or otherwise outside of this Agreement.
 
 
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5.            General Provisions .

5.1            Modification: No Waiver .  No modification, amendment or discharge of this Agreement shall be valid unless the same is in writing and signed by all parties hereto.  Failure of any party at any time to enforce any provisions of this Agreement or any rights or to exercise any elections hall in no way be considered to be a waiver of such provisions, rights or elections and shall in no way affect the validity of this Agreement.  The exercise by any party of any of its rights or any of the elections under this Agreement shall not preclude or prejudice such party from exercising the same or any other right it may have under this Agreement irrespective of any previous action taken.

5.2            Further Assurances .  Each party to this Agreement shall execute all instruments and documents and take all actions as may be reasonably required to effectuate this Agreement.

5.3            Notices .  All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered or mailed by registered or certified mail as follows (provided that notice of change of address shall be deemed given only when received):

If to the Company, to:                         Medefile International, Inc.
240 Cedar Knolls Road, Suite 309
Cedar Knolls, NJ 07929

With a copy to:                                    Michael H. Ference
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32 nd Floor
New York, New York 10006


If to Executive, to:                                Milton Hauser
240 Cedar Knolls Road, Suite 309
Cedar Knolls, NJ 07929

or to such other names or addresses as the Company or Executive, as the case may be, shall designate by notice to each other in the manner specified in this Section.

5.4            Governing Law .  This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

5.5            Severability .  Should any one or more of the provisions of this Agreement or of any agreement entered into pursuant to this Agreement be determined to be illegal or unenforceable, then such illegal or unenforceable provision shall be modified by the proper court or arbitrator to the extent necessary and possible to make such provision enforceable, and such modified provision and all other provisions of this Agreement and of each other agreement entered into pursuant to this Agreement shall be given effect separately from the provisions or portion thereof determined to be illegal or unenforceable and shall not be affected thereby.

5.6            Successors and Assigns .  Executive may not assign this Agreement without the prior written consent of the Company.  The Company may assign its rights without the written consent of the executive, so long as the Company or its assignee complies with the other material terms of this Agreement.  The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company, and the Executive’s rights under this Agreement shall inure to the benefit of and be binding upon his heirs and executors.

5.7            Entire Agreement .  This Agreement supersedes all prior agreements and understandings between the parties, oral or written.  No modification, termination or attempted waiver shall be valid unless in writing, signed by the party against whom such modification, termination or waiver is sought to be enforced.

5.8            Counterparts; Facsimile .  This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original, and all of which taken together shall constitute one and the same instrument.  This Agreement may be executed by facsimile with original signatures to follow.

 
6
 

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first written above.
 
  MEDEFILE INTERNATIONAL, INC.  
       
 
By:
/s/ Michael S. Delin  
    Michael S. Delin  
    Director  
       
  MILTON HAUSER  
       
 
By:
/s/ Milton Hauser  
    Milton Hauser  
       
       
 
 
 
 
 
7
Exhibit 10.11
 

EMPLOYMENT AGREEMENT


This EMPLOYMENT AGREEMENT (the “ Agreement ”) dated December 10, 2008 by and between Medefile International, Inc., a Nevada corporation (the “ Company ”), and Kevin Hauser, an individual (the “ Employee ”).

The Company desires to employ the Employee, and the Employee wishes to accept such employment with the Company, upon the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the foregoing facts and mutual agreements set forth below, the parties, intending to be legally bound, agree as follows:

1.            Employment .  The Company hereby agrees to employ Employee, and Employee hereby accepts such employment and agrees to perform Employee’s duties and responsibilities in accordance with the terms and conditions hereinafter set forth.

1.1   Duties and Responsibilities . Employee shall serve as Vice-President of Sales and New Business Development of the Company.  During the Employment Term (as defined below), Employee shall:

(a)  
help build the national sales organization;
(b)  
help develop and manage the sales budget;
(c)  
work with marketing and fellow management in developing the marketing plan;
(d)  
manage resources to achieve the sales plan;
(e)  
identify, qualify and enlist new strategic partners;
(f)  
develop key partnerships with select customers;
(g)  
help with market research and planning, product management, budgeting, strategic planning, new product development and introduction, and marketing communications.

In connection with these duties, Employee shall report directly to the Company’s President.  Employee shall also have such powers and duties as may from time to time be prescribed by the Board of Directors or bylaws of the Company.

1.2            Employment Term .  The term of this Agreement shall commence as of December __, 2008 (the “ Effective Date ”) and shall continue for thirty-six (36) months, unless earlier terminated in accordance with Section 4 hereof.  The term of Employee’s employment shall be automatically renewed for successive one (1) year periods until the Employee or the Company delivers to the other party a written notice of their intent not to renew the Employment Term, such written notice to be delivered at least sixty (60) days prior to the expiration of the then-effective Employment Term.  Upon termination by the Company, Employee is entitled to termination payments pursuant to Section 4 hereof.  The period commencing as of the Effective Date and ending thirty-six (36) months thereafter or such later date to which the term of Employee’s employment under the Agreement shall have been extended by mutual written Agreement is referred to herein as the “ Employment Term .”
 
 
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1.3            Extent of Service .  During the Employment Term, Employee agrees to use Employee’s best efforts to carry out the duties and responsibilities under Section 1.1 hereof and shall devote such time Employee deems is reasonably necessary to perform his duties hereunder.  To that end, the Company acknowledges and agrees that Employee may dedicate some of his business time to other ventures that do not compete directly with the business of the Company and that doing so shall not be a violation of Employee’s obligations under this Agreement.

1.4            Base Salary .  The Company shall pay Employee a base salary (the “ Base Salary ”) at the annual rate of $216,000 (U.S.), payable at such times as the Company customarily pays its other senior level executives.  In the sole discretion of the Company, the Base Salary may be payable through the issuance of shares of the Company’s common stock which have been registered by the Company on a Form S-8 registration statement filed with the Securities and Exchange Commission.
 
1.5            Discretionary Bonus .  From time to time during the Term, the Company may pay to the Employee additional compensation in an amount determined by the sole discretion of the Board of Directors.

1.6            Other Benefits .  During the Employment Term, Employee shall be entitled to participate in all employee benefit plans and programs made available to the Company’s senior level executives as a group or to its employees generally, as such plans or programs may be in effect from time to time, including, without limitation, medical, dental, short-term and long-term disability and life insurance plans, accidental death and dismemberment protection and travel accident insurance.  Employee shall be provided office space and staff assistance appropriate for Employee’s position and adequate for the performance of his duties.

1.7            Miscellaneous .  Employee shall be provided with reimbursement of expenses related to Employee’s employment by the Company.  Employee shall be entitled to vacation and holidays in accordance with the Company’s normal personnel policies for senior level executives.

2.            Confidential Information .  Employee recognizes and acknowledges that by reason of Employee’s employment by and service to the Company before, during and, if applicable, after the Employment Term, Employee will have access to certain confidential and proprietary information relating to the Company’s business, which may include, but is not limited to, trade secrets, trade “know-how,” product development techniques and plans, customer lists and addresses, cost and pricing information, strategy and programs, computer programs and software and financial information (collectively referred to as “Confidential Information”).  Employee acknowledges that such Confidential Information is a valuable and unique asset of the Company.  Employee covenants that he will not, unless expressly authorized in writing by the Board of Directors, at any time during the course of Employee’s employment use any Confidential Information or divulge or disclose any Confidential Information to any person, firm or corporation except in connection with the performance of Employee’s duties for the Company and in a manner consistent with the Company’s policies regarding Confidential Information.
 
 
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Employee also covenants that at any time after the termination of such employment, directly or indirectly, he will not use any Confidential Information or divulge or disclose any Confidential Information to any person, firm or corporation, unless such information is in the public domain through no fault of Employee or except when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order Employee to divulge, disclose or make accessible such information.

All written Confidential Information (including, without limitation, in any computer or other electronic format) which comes into Employee’s possession during the course of Employee’s employment shall remain the property of the Company.  Upon termination of Employee’s employment, the Employee agrees to return immediately to the Company all written Confidential Information (including, without limitation, in any computer or other electronic format) in Employee’s possession.

3.            Non-Competition; Non-Solicitation .

3.1            Non-Compete .  The Employee hereby covenants and agrees that during the term of this Agreement, the Employee will not, without the prior written consent of the Company, directly or indirectly, on his own behalf or in the service or on behalf of others, whether or not for compensation, engage in any business activity, or have any interest in any person, firm, corporation or business, through a subsidiary or parent entity or other entity (whether as a shareholder, agent, joint venturer, security holder, trustee, partner, consultant, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise) with any Competing Business in the Covered Area.  For the purpose of this Agreement, (i) “ Competing Business ” means the exploration, development, and production of mineral resources and (ii) “ Covered Area ” means all geographical areas of the United States, South America, and other foreign jurisdictions where Company then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents.  Notwithstanding the foregoing, the Employee may own shares of companies whose securities are publicly trades, so long as such securities do not constitute more than five percent (5%) of the outstanding securities of any such company.

3.2            Non-Solicitation .  The Employee hereby covenants and agrees that during the term of this Agreement, the Employee will not divert any business of the Company or any customers or suppliers of the Company and/or the Company’s business to any other person, entity or competitor, or induce or attempt to induce, directly or indirectly, any person to leave his or her employment with the Company.

3.3            Remedies .  The Employee acknowledges and agrees that his obligations provided herein are necessary and reasonable in order to protect the Company and their respective business and the Employee expressly agrees that monetary damages would be inadequate to compensate the Company for any breach by the Employee of his covenants and agreements set forth herein.  Accordingly, the Employee agrees and acknowledges that any such violation or threatened violation of this Section 3 will cause irreparable injury to the Company and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Company shall be entitled to obtain injunctive relief against he threatened breach of this Section 3 or the continuation of any such breach by the Employee without the necessity of proving actual damages.
 
 
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4.            Termination .

4.1            By Company .

(a)  The Company may terminate Employee's employment prior to the expiration of the Term (“ Termination ”).  If such termination by the Company is for any reason other than a Termination for Cause (as defined in Section 4.1(b) hereof), or Employee’s death or disability, then:
(i)  all unvested options, warrants and other equity grants shall vest immediately,

(ii)  Employee will be entitled to receive his Base Salary for a period of 30 days from the date of his termination; and

(iii) Employee shall be entitled to a continuation of health and other medical benefits and coverage at the cost and expense of the Company for a period of not less than eighteen (18) months, in consideration for all of which the parties hereto shall exchange mutual releases of claims.

(b)  For purposes of this Agreement, the term "Termination for Cause" means, a termination by reason of any of the following:

(i)  Employee’s conviction of or entrance of a plea of guilty or nolo contendere to a felony; or
 
(ii)  Employee is engaging or has engaged in material fraud, material dishonesty, or other acts of willful and continued misconduct in connection with the business affairs of the Company;
 
provided , however , that (x) no conduct by Employee shall be deemed willful for purposes of this Section 4.1 if Employee believed in good faith that such conduct was in or not opposed to the best interests of the Company, and (y) Cause shall in no event be deemed to exist with respect to clause (ii) above, unless Employee shall have first received written notice from the Board of Directors advising Employee of the specific acts or omissions alleged to constitute misconduct, and such misconduct continues after Employee shall have had a reasonable opportunity (which shall be defined as a period of time consisting of at least fifteen (15) days from the date Employee receives said notice) to correct the acts or omissions so complained of.
 
 
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(c)  For purposes of this Agreement, Employee’s employment shall be deemed to have been terminated in the event of:
 
(i)  the material reduction of Employee’s title, authority, duties or responsibilities, or the assignment to Employee of duties materially inconsistent with Employee’s positions with the Company as stated in Section 1 hereof;
 
(ii)  a reduction in the Base Salary of Employee;
 
(iii)  the Company’s failure to pay Employee any amounts otherwise due hereunder or under any plan, policy, program, agreement, arrangement or other commitment of the Company if such failure is not cured by the Company within fifteen (15) days of notice of such failure; or
 
(iv)  any other material breach by the Company of this Agreement.
 
(d)  If all, or any portion, of the payments provided under this Agreement, either alone or together with other payments and benefits which Employee receives or is entitled to receive from the Company, would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code (whether or not under an existing plan, arrangement or other agreement) (each such parachute payment, a “ Parachute Payment ”), and would result in the imposition on the Employee of an excise tax under Section 4999 of the Internal Revenue Code, then, in addition to any other benefits to which the Employee is entitled under this Agreement, the Employee shall be paid by the Company an amount in cash equal to the sum of the excise taxes payable by the Employee by reason of receiving Parachute Payments plus the amount necessary to put the Employee in the same after-tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest possible applicable rates on such Parachute Payments (including without limitation any payments under this Section 4.1(d)) as if no excise taxes had been imposed with respect to Parachute Payments.

4.2            By Employee’s Death or Disability .  This Agreement shall also be terminated upon the Employee’s death and/or a finding of permanent physical or mental disability, such disability expected to result in death or to be of a continuous duration of no less than twelve (12) months, and the Employee is unable to perform his usual and essential duties for the Company.  In the event of termination by reason of Employee’s death and/or permanent disability, Employee or his executors, legal representatives or administrators, as applicable, shall be entitled to an amount equal to Employee’s Base Salary accrued through the date of termination, plus a pro rata share of any annual bonus to which Employee would otherwise be entitled for the year which death or permanent disability occurs.

4.4            Voluntary Termination .  Employee may voluntarily terminate the Employment Term upon sixty (60) days’ prior written notice for any reason; provided , however , that no further payments shall be due under this Agreement in that event except that Employee shall be entitled to any benefits due under any compensation or benefit plan provided by the Company for executives or otherwise outside of this Agreement.

5.            General Provisions .

5.1            Modification: No Waiver .  No modification, amendment or discharge of this Agreement shall be valid unless the same is in writing and signed by all parties hereto.  Failure of any party at any time to enforce any provisions of this Agreement or any rights or to exercise any elections hall in no way be considered to be a waiver of such provisions, rights or elections and shall in no way affect the validity of this Agreement.  The exercise by any party of any of its rights or any of the elections under this Agreement shall not preclude or prejudice such party from exercising the same or any other right it may have under this Agreement irrespective of any previous action taken.
 
 
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5.2            Further Assurances .  Each party to this Agreement shall execute all instruments and documents and take all actions as may be reasonably required to effectuate this Agreement.

5.3            Notices .  All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered or mailed by registered or certified mail as follows (provided that notice of change of address shall be deemed given only when received):

If to the Company, to:                         Medefile International, Inc.
240 Cedar Knolls Road, Suite 309
Cedar Knolls, NJ 07929
 
With a copy to:                                    Michael H. Ference
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32 nd Floor
New York, New York 10006

If to Employee, to                                 Kevin Hauser
240 Cedar Knolls Road, Suite 309
Cedar Knolls, NJ 07929

or to such other names or addresses as the Company or Employee, as the case may be, shall designate by notice to each other in the manner specified in this Section.

5.4            Governing Law .  This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

5.5            Severability .  Should any one or more of the provisions of this Agreement or of any agreement entered into pursuant to this Agreement be determined to be illegal or unenforceable, then such illegal or unenforceable provision shall be modified by the proper court or arbitrator to the extent necessary and possible to make such provision enforceable, and such modified provision and all other provisions of this Agreement and of each other agreement entered into pursuant to this Agreement shall be given effect separately from the provisions or portion thereof determined to be illegal or unenforceable and shall not be affected thereby.

5.6            Successors and Assigns .  Employee may not assign this Agreement without the prior written consent of the Company.  The Company may assign its rights without the written consent of the Employee, so long as the Company or its assignee complies with the other material terms of this Agreement.  The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company, and the Employee’s rights under this Agreement shall inure to the benefit of and be binding upon his heirs and executors.

5.7            Entire Agreement .  This Agreement supersedes all prior agreements and understandings between the parties, oral or written.  No modification, termination or attempted waiver shall be valid unless in writing, signed by the party against whom such modification, termination or waiver is sought to be enforced.

5.8            Counterparts; Facsimile .  This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original, and all of which taken together shall constitute one and the same instrument.  This Agreement may be executed by facsimile with original signatures to follow.


 
6
 

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first written above.

 
  MEDEFILE INTERNATIONAL, INC.  
       
 
By:
/s/ Milton Hauser  
    Milton Hauser  
    President and Chief Executive Officer  
       
  KEVIN HAUSER  
       
 
By:
/s/ Kevin Hauser  
    Kevin Hauser  
       
       

 
 
 
7
Exhibit 10.12
 

EMPLOYMENT AGREEMENT


This EXECUTIVE EMPLOYMENT AGREEMENT (the “ Agreement ”) dated December 10, 2008 by and between Medefile International, Inc., a Nevada corporation (the “ Company ”), and Rachel Hauser, an individual (the “ Employee ”).

The Company desires to employ the Employee, and the Employee wishes to accept such employment with the Company, upon the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the foregoing facts and mutual agreements set forth below, the parties, intending to be legally bound, agree as follows:

1.            Employment .  The Company hereby agrees to employ Employee, and Employee hereby accepts such employment and agrees to perform Employee’s duties and responsibilities in accordance with the terms and conditions hereinafter set forth.

1.1            Duties and Responsibilities . Executive shall serve as Director of Marketing and Public Relations of the Company.  During the Employment Term (as defined below), Employee shall perform all duties and accept all responsibilities incident to such positions and other appropriate duties as may be assigned to Employee by the Company’s Board of Directors from time to time.  The Company shall retain full direction and control of the manner, means and methods by which Employee performs the services for which she is employed hereunder and of the place or places at which such services shall be rendered.

1.2            Employment Term .  The term of this Agreement shall commence as of December __, 2008 (the “ Effective Date ”) and shall continue for thirty-six (36) months, unless earlier terminated in accordance with Section 4 hereof.  The term of Employee’s employment shall be automatically renewed for successive one (1) year periods until the Employee or the Company delivers to the other party a written notice of their intent not to renew the Employment Term, such written notice to be delivered at least sixty (60) days prior to the expiration of the then-effective Employment Term.  Upon termination by the Company, Employee is entitled to termination payments pursuant to Section 4 hereof.  The period commencing as of the Effective Date and ending thirty-six (36) months thereafter or such later date to which the term of Employee’s employment under the Agreement shall have been extended by mutual written Agreement is referred to herein as the “ Employment Term .”

1.3            Extent of Service .  During the Employment Term, Employee agrees to use Employee’s best efforts to carry out the duties and responsibilities under Section 1.1 hereof and shall devote such time Employee deems is reasonably necessary to perform his duties hereunder.  To that end, the Company acknowledges and agrees that Employee may dedicate some of his business time to other ventures that do not compete directly with the business of the Company and that doing so shall not be a violation of Employee’s obligations under this Agreement.

1.4            Base Salary .  The Company shall pay Employee a base salary (the “ Base Salary ”) at the annual rate of $216,000 (U.S.), payable at such times as the Company customarily pays its other senior level executives.  In the sole discretion of the Company, the Base Salary may be payable through the issuance of shares of the Company’s common stock which have been registered by the Company on a Form S-8 registration statement filed with the Securities and Exchange Commission.

 
1.5            Discretionary Bonus .  From time to time during the Term, the Company may pay to the Employee additional compensation in an amount determined by the sole discretion of the Board of Directors.

 
1
 
 
1.6            Other Benefits .  During the Employment Term, Employee shall be entitled to participate in all employee benefit plans and programs made available to the Company’s senior level executives as a group or to its employees generally, as such plans or programs may be in effect from time to time, including, without limitation, medical, dental, short-term and long-term disability and life insurance plans, accidental death and dismemberment protection and travel accident insurance.  Employee shall be provided office space and staff assistance appropriate for Employee’s position and adequate for the performance of his duties.

1.7            Miscellaneous .  Employee shall be provided with reimbursement of expenses related to Employee’s employment by the Company.  Employee shall be entitled to vacation and holidays in accordance with the Company’s normal personnel policies for senior level executives.

2.            Confidential Information .  Employee recognizes and acknowledges that by reason of Employee’s employment by and service to the Company before, during and, if applicable, after the Employment Term, Employee will have access to certain confidential and proprietary information relating to the Company’s business, which may include, but is not limited to, trade secrets, trade “know-how,” product development techniques and plans, customer lists and addresses, cost and pricing information, strategy and programs, computer programs and software and financial information (collectively referred to as “Confidential Information”).  Employee acknowledges that such Confidential Information is a valuable and unique asset of the Company.  Employee covenants that he will not, unless expressly authorized in writing by the Board of Directors, at any time during the course of Employee’s employment use any Confidential Information or divulge or disclose any Confidential Information to any person, firm or corporation except in connection with the performance of Employee’s duties for the Company and in a manner consistent with the Company’s policies regarding Confidential Information.

Employee also covenants that at any time after the termination of such employment, directly or indirectly, he will not use any Confidential Information or divulge or disclose any Confidential Information to any person, firm or corporation, unless such information is in the public domain through no fault of Employee or except when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order Employee to divulge, disclose or make accessible such information.

All written Confidential Information (including, without limitation, in any computer or other electronic format) which comes into Employee’s possession during the course of Employee’s employment shall remain the property of the Company.  Upon termination of Employee’s employment, the Employee agrees to return immediately to the Company all written Confidential Information (including, without limitation, in any computer or other electronic format) in Employee’s possession.
 
 
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3.            Non-Competition; Non-Solicitation .

3.1            Non-Compete .  The Employee hereby covenants and agrees that during the term of this Agreement, the Employee will not, without the prior written consent of the Company, directly or indirectly, on his own behalf or in the service or on behalf of others, whether or not for compensation, engage in any business activity, or have any interest in any person, firm, corporation or business, through a subsidiary or parent entity or other entity (whether as a shareholder, agent, joint venturer, security holder, trustee, partner, consultant, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise) with any Competing Business in the Covered Area.  For the purpose of this Agreement, (i) “ Competing Business ” means the exploration, development, and production of mineral resources and (ii) “ Covered Area ” means all geographical areas of the United States, South America, and other foreign jurisdictions where Company then has offices and/or sells its products directly or indirectly through distributors and/or other sales agents.  Notwithstanding the foregoing, the Employee may own shares of companies whose securities are publicly trades, so long as such securities do not constitute more than five percent (5%) of the outstanding securities of any such company.

3.2            Non-Solicitation .  The Employee hereby covenants and agrees that during the term of this Agreement, the Employee will not divert any business of the Company or any customers or suppliers of the Company and/or the Company’s business to any other person, entity or competitor, or induce or attempt to induce, directly or indirectly, any person to leave his or her employment with the Company.

3.3            Remedies .  The Employee acknowledges and agrees that his obligations provided herein are necessary and reasonable in order to protect the Company and their respective business and the Employee expressly agrees that monetary damages would be inadequate to compensate the Company for any breach by the Employee of his covenants and agreements set forth herein.  Accordingly, the Employee agrees and acknowledges that any such violation or threatened violation of this Section 3 will cause irreparable injury to the Company and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Company shall be entitled to obtain injunctive relief against he threatened breach of this Section 3 or the continuation of any such breach by the Employee without the necessity of proving actual damages.
 
 
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4.            Termination .

4.1            By Company .

(a)   The Company may terminate Employee's employment prior to the expiration of the Term (“ Termination ”).  If such termination by the Company is for any reason other than a Termination for Cause (as defined in Section 4.1(b) hereof), or Employee’s death or disability, then:
(i)  all unvested options, warrants and other equity grants shall vest immediately,
 
(ii)  Employee will be entitled to receive his Base Salary for a period of 30 days from the date of his termination; and

(iii) Employee shall be entitled to a continuation of health and other medical benefits and coverage at the cost and expense of the Company for a period of not less than eighteen (18) months, in consideration for all of which the parties hereto shall exchange mutual releases of claims.

(b)  For purposes of this Agreement, the term "Termination for Cause" means, a termination by reason of any of the following:

(i)  Employee’s conviction of or entrance of a plea of guilty or nolo contendere to a felony; or
 
(ii)  Employee is engaging or has engaged in material fraud, material dishonesty, or other acts of willful and continued misconduct in connection with the business affairs of the Company;
 
provided , however , that (x) no conduct by Employee shall be deemed willful for purposes of this Section 4.1 if Employee believed in good faith that such conduct was in or not opposed to the best interests of the Company, and (y) Cause shall in no event be deemed to exist with respect to clause (ii) above, unless Employee shall have first received written notice from the Board of Directors advising Employee of the specific acts or omissions alleged to constitute misconduct, and such misconduct continues after Employee shall have had a reasonable opportunity (which shall be defined as a period of time consisting of at least fifteen (15) days from the date Employee receives said notice) to correct the acts or omissions so complained of.
 
 
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(c)  For purposes of this Agreement, Employee’s employment shall be deemed to have been terminated in the event of:
 
(i)  the material reduction of Employee’s title, authority, duties or responsibilities, or the assignment to Employee of duties materially inconsistent with Employee’s positions with the Company as stated in Section 1 hereof;
 
(ii)  a reduction in the Base Salary of Employee;
 
(iii)  the Company’s failure to pay Employee any amounts otherwise due hereunder or under any plan, policy, program, agreement, arrangement or other commitment of the Company if such failure is not cured by the Company within fifteen (15) days of notice of such failure; or
 
(iv)  any other material breach by the Company of this Agreement.
 
(d)  If all, or any portion, of the payments provided under this Agreement, either alone or together with other payments and benefits which Employee receives or is entitled to receive from the Company, would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code (whether or not under an existing plan, arrangement or other agreement) (each such parachute payment, a “ Parachute Payment ”), and would result in the imposition on the Employee of an excise tax under Section 4999 of the Internal Revenue Code, then, in addition to any other benefits to which the Employee is entitled under this Agreement, the Employee shall be paid by the Company an amount in cash equal to the sum of the excise taxes payable by the Employee by reason of receiving Parachute Payments plus the amount necessary to put the Employee in the same after-tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest possible applicable rates on such Parachute Payments (including without limitation any payments under this Section 4.1(d)) as if no excise taxes had been imposed with respect to Parachute Payments.

4.2            By Employee’s Death or Disability .  This Agreement shall also be terminated upon the Employee’s death and/or a finding of permanent physical or mental disability, such disability expected to result in death or to be of a continuous duration of no less than twelve (12) months, and the Employee is unable to perform his usual and essential duties for the Company.  In the event of termination by reason of Employee’s death and/or permanent disability, Employee or his executors, legal representatives or administrators, as applicable, shall be entitled to an amount equal to Employee’s Base Salary accrued through the date of termination, plus a pro rata share of any annual bonus to which Employee would otherwise be entitled for the year which death or permanent disability occurs.

4.4            Voluntary Termination .  Employee may voluntarily terminate the Employment Term upon sixty (60) days’ prior written notice for any reason; provided , however , that no further payments shall be due under this Agreement in that event except that Employee shall be entitled to any benefits due under any compensation or benefit plan provided by the Company for executives or otherwise outside of this Agreement.
 
 
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5.            General Provisions .

5.1            Modification: No Waiver .  No modification, amendment or discharge of this Agreement shall be valid unless the same is in writing and signed by all parties hereto.  Failure of any party at any time to enforce any provisions of this Agreement or any rights or to exercise any elections hall in no way be considered to be a waiver of such provisions, rights or elections and shall in no way affect the validity of this Agreement.  The exercise by any party of any of its rights or any of the elections under this Agreement shall not preclude or prejudice such party from exercising the same or any other right it may have under this Agreement irrespective of any previous action taken.

5.2            Further Assurances .  Each party to this Agreement shall execute all instruments and documents and take all actions as may be reasonably required to effectuate this Agreement.

5.3            Notices .  All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered or mailed by registered or certified mail as follows (provided that notice of change of address shall be deemed given only when received):

If to the Company, to:                         Medefile International, Inc.
240 Cedar Knolls Road, Suite 309
Cedar Knolls, NJ 07929

With a copy to:                                    Michael H. Ference
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32 nd Floor
New York, New York 10006
 
If to Employee, to:                                Rachel Hauser
240 Cedar Knolls Road, Suite 309
Cedar Knolls, NJ 07929

or to such other names or addresses as the Company or Employee, as the case may be, shall designate by notice to each other in the manner specified in this Section.

5.4            Governing Law .  This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

5.5            Severability .  Should any one or more of the provisions of this Agreement or of any agreement entered into pursuant to this Agreement be determined to be illegal or unenforceable, then such illegal or unenforceable provision shall be modified by the proper court or arbitrator to the extent necessary and possible to make such provision enforceable, and such modified provision and all other provisions of this Agreement and of each other agreement entered into pursuant to this Agreement shall be given effect separately from the provisions or portion thereof determined to be illegal or unenforceable and shall not be affected thereby.

5.6            Successors and Assigns .  Employee may not assign this Agreement without the prior written consent of the Company.  The Company may assign its rights without the written consent of the executive, so long as the Company or its assignee complies with the other material terms of this Agreement.  The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company, and the Employee’s rights under this Agreement shall inure to the benefit of and be binding upon his heirs and executors.

5.7            Entire Agreement .  This Agreement supersedes all prior agreements and understandings between the parties, oral or written.  No modification, termination or attempted waiver shall be valid unless in writing, signed by the party against whom such modification, termination or waiver is sought to be enforced.

5.8            Counterparts; Facsimile .  This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original, and all of which taken together shall constitute one and the same instrument.  This Agreement may be executed by facsimile with original signatures to follow.


 
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first written above.
 
 
  MEDEFILE INTERNATIONAL, INC.  
       
 
By:
/s/ Milton Hauser  
    Milton Hauser  
   
Chief Executive Officer
 
       
  RACHEL HAUSER  
       
 
By:
/s/ Rachel Hauser  
    Rachel Hauser  
       
       

 
 
 
 
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